Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern your use of the services provided by Friam Limited (“we”, “us”, “our”, “AgentGuard”) — the company behind AgentGuard, Ready Vet Staff (VetGuard), HotelGuard, FirmGuard, CareGuard and the EveryGuard family of UK compliance products — a company registered in England and Wales under company number 14219476.

By using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

2. Definitions

• “Customer” / “Subscriber” — the agent firm that has signed up for an AgentGuard subscription
• “End-customer” — a natural person on whom the Subscriber runs a customer due-diligence (CDD) check (a buyer, tenant, landlord, or vendor)
• “Services” — the AgentGuard platform, including the website compliance scanner, the document drafting and signing tool, the AML training module, the customer-verify flow, sanctions / PEP screening, the SAR-readiness workspace, and the public Trust pages
• “Subscription” — the Subscriber’s active paid plan
• “Trust page” — the Subscriber’s public AML compliance record at agentguard.uk/trust/{slug}

3. Nature of our service

3.1 SaaS, not legal advice

AgentGuard is a software-as-a-service product. We provide:

• Tools to scan the Subscriber’s public website for compliance gaps
• Templates that the Subscriber adopts as their own firm’s policies once signed
• An AML training course for the Subscriber’s nominated officer and team
• Customer due-diligence, sanctions / PEP screening, and audit-pack production, performed at the Subscriber’s instruction
• Workflow for raising an internal SAR, recording the MLRO’s evaluation, and preparing a paste-ready brief for the National Crime Agency portal
• A public, live, content-addressed Trust page that the Subscriber can link from their own footer

AgentGuard is not a law firm. The templates we draft against the statutes they cite are not legal advice. If you have a specific legal question about your firm’s obligations, you should speak to a solicitor.

3.2 The Subscriber is the regulated party

3.3 Data processor role for CDD

When the Subscriber runs a CDD check on an end-customer, the Subscriber is the data controller and AgentGuard is the data processor. Our processor obligations are set out in our Data Processing Agreement, which forms part of these Terms by reference.

4. Subscription and billing

4.1 Free trial

New Subscribers may use the full product free for 30 days, no card required. After the trial ends, continued access requires an active paid subscription.

4.2 Subscription fee

The standard subscription is £249 per month plus VAT, or £2,490 per year plus VAT (two months free), billed via Stripe. There are no per-seat fees, per-listing fees, or per-CDD-check fees within reasonable use.

4.3 Cancellation

The Subscriber may cancel at any time by emailing us. Cancellation takes effect at the end of the current billing period. We do not refund mid-period.

4.4 What happens to your data on cancellation

• Your public Trust page is taken down within one working day of cancellation
• Your signed compliance documents and audit packs remain yours — you can export them as PDFs at any point, before or after cancellation
• Where MLR 2017 requires us to retain a record (signed documents, CDD audit packs, training records), we retain it for the regulatory minimum then delete it

5. Acceptable use

The Subscriber agrees not to:

• Use the Services for any unlawful purpose
• Use the Services to screen people other than for genuine MLR 2017 customer-due-diligence purposes
• Reverse-engineer, scrape, or attempt to extract our prompts, scoring criteria, classifier weights, or training content
• Resell, sublicense, or relabel the Services without a written agreement
• Test or attempt to confuse our AI systems with adversarial inputs
• Use the Services to harass, intimidate, or unlawfully discriminate against any person

6. Tipping-off and SAR confidentiality

Telling an end-customer (or anyone outside the MLRO chain) that a SAR has been or may be filed is a criminal offence under POCA 2002 s.333A, punishable by up to five years’ imprisonment. The Subscriber is responsible for training its team in the neutral-refusal language we provide and for not disclosing internal SAR activity outside the MLRO chain.

We design our product around this constraint — for example, our decline-customer flow does not surface AML reasoning to the end-customer. But the obligation to comply with the tipping-off rule is the Subscriber’s, not ours.

7. Public Trust pages

7.1 What we publish

We publish a public record at agentguard.uk/trust/{slug} that surfaces only verified facts — HMRC AML registration, redress scheme membership, client money protection, the Subscriber’s adopted compliance documents, and the Subscriber’s MLRO. We never publish a compliance failure on a public surface.

7.2 Subscriber responsibility

The Subscriber is responsible for:

• The accuracy of facts the Subscriber provides (firm details, MLRO appointment, redress membership numbers)
• Signing the Firm Attestation document, which acts as the publish gate — until signed, the Trust page renders a verification-in-progress placeholder
• Keeping the Subscriber’s six policies signed and current as templates evolve (we email you when a policy needs re-signing)

8. Our obligations

AgentGuard will:

• Operate the Services in accordance with our published SLA
• Process personal data in accordance with our Privacy Policy and Data Processing Agreement
• Update templates and scan checklists when relevant law or guidance changes, and tell the Subscriber what changed and why
• Cryptographically hash signed compliance documents and audit packs so any tamper is detectable
• Retain CDD audit packs and training records for the MLR 2017 retention floor of five years (and longer where the Subscriber instructs)

9. Limitations and exclusions

AgentGuard does not:

• Guarantee that adopting our templates will prevent regulatory action against the Subscriber
• Guarantee that the public Trust page or the WordPress badge will perfectly reflect every minute change in real time — we re-check the public registers daily, the Subscriber’s site monthly, and propagate changes within an hour of detection
• File SARs, register the Subscriber with HMRC, or speak to regulators on the Subscriber’s behalf
• Provide legal, tax, or HR advice (templates are guidance only)

10. Liability

10.1 Limitation of liability

To the maximum extent permitted by law, AgentGuard’s total liability to the Subscriber for any claims arising from or related to these Terms or our Services shall not exceed the total fees paid by the Subscriber to us in the 12 months preceding the claim.

10.2 Exclusions

We exclude liability for:

• Acts or omissions of end-customers, the Subscriber, or third parties
• Regulatory action against the Subscriber based on facts the Subscriber controls
• Indirect, consequential, or special losses
• Loss of profits, revenue, or business opportunity

10.3 Nothing excluded

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

11. Indemnity

The Subscriber agrees to indemnify AgentGuard against any claims, losses, or expenses arising from:

• The Subscriber’s misuse of the customer-verify flow or sanctions screening (for example, for non-MLR purposes)
• The Subscriber’s breach of the tipping-off rule under POCA s.333A
• Inaccurate firm-detail data the Subscriber provides for publication on the Trust page

12. Intellectual property

All software, templates, scoring criteria, AI prompts, classifier weights, training course content, and design assets are the property of Friam Limited or its licensors and are protected by intellectual property laws. The Subscriber receives a non-exclusive, non-transferable licence to use the Services during the subscription, plus a perpetual licence to use the signed compliance document content as the Subscriber’s own firm policies.

13. Termination

Either party may terminate the service relationship with immediate effect by written notice for a material breach not cured within 14 days, or by 30 days’ notice for any reason. Termination does not affect:

• Any rights or remedies that have accrued prior to termination
• Any provisions that expressly survive termination (Sections 6, 9, 10, 11, 14, 15)
• Statutory record-retention obligations on either party

14. Changes to these Terms

We may update these Terms from time to time. We will notify the Subscriber of material changes via email at least 30 days before they take effect. Continued use of our Services after changes take effect constitutes acceptance of the updated Terms.

15. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Entire agreement

These Terms, together with the Privacy Policy, the Data Processing Agreement, and the SLA, constitute the entire agreement between the Subscriber and AgentGuard.

17. Contact

For any questions about these Terms, please contact:

Friam Limited
164–170 High Street, Crowthorne, England, RG45 7AT
Company No. 14219476 · VAT No. GB419765755
Email: legal@everyguard.uk