Trading Terms

TERMS AND CONDITIONS OF TRADE (011/11)

To the fullest extent legally possible these Terms and Conditions of Trade ("these Terms") shall govern all contracts, dealings, orders and/or arrangements made between Shelcom Corporate Services Australia Pty Ltd (ACN 052 129 352) (“Shelcom”) and the user/customer ("Customer") as well as the Customer’s use of Shelcom’s services (and any content or information therein) and the www.shelcom.com.au website unless otherwise agreed in writing.

1. Payments and Interest:

(a) Payment is to be by cash, cheque, credit card or electronic funds transfer without set-off or deduction of any kind within 30 days of invoice date unless otherwise agreed in writing by Shelcom. 

(b)    Shelcom may apply a payment received from the Customer to any amounts owed by the Customer (including interest, part payment of an invoice, administration, collection and other costs) in any order.

(c) Shelcom is entitled to set-off or deduct any amount payable by Shelcom to the Customer.

(d) A payment dishonour fee may be charged by Shelcom if a Customer's payment is dishonoured in any way.

(e) A late payment charges of 12 % of the unpaid amount from the day it was due until payment is made is payable on overdue accounts.

2. Capacity: 

By placing an order with Shelcom and/or using any of Shelcom’s services, the Customer warrants that it has read and understood these Terms and agrees to abide by them and where it is a natural person, it is at least 18 years old.

3. Limitation of Liability: 

(a) The Customer must limit any claim upon Shelcom relating to goods, to the cost of replacement of goods or the supply of equivalent goods and relating to services, to the cost of having services supplied again. 

(b) Shelcom will not be liable for any claim arising after 7 days from delivery of goods or performance of services after which there will be deemed to be unqualified acceptance. 

(c) Shelcom will not be liable in any way for any contingent, consequential, direct, indirect, special or punitive damage arising whether due to Shelcom's negligence or otherwise and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly. 

(d) No other term, condition, agreement, warranty, representation or understanding whether express or implied in any way extending to or otherwise relating to or binding upon Shelcom is made or given. 

(e) Shelcom will not be liable for any claim relating to or arising from any alleged fault or defect, whether caused or contributed to by Shelcom, the Customer or any third party or otherwise.

4. Services: 

Shelcom acts as a gateway to various governmental agencies including the Australian Securities and Investment Commission, the State Revenue Office and Consumer Affairs Victoria.  The accuracy of an order placed by the Customer is the Customer’s responsibility. If incorrect information is submitted by the Customer and subsequently amendments are requested to the order by the Customer, Shelcom does not guarantee that the amendments can be made within a proposed or desired time frame or can be made at all prior to the goods/services being delivered. In the event that an amendment to an order is requested, the Customer will be liable for fees for incorporating such amendments whether payable to Shelcom and/or to any governmental agency.

5. Placement of Orders: 

(a) If any dispute arises concerning any order (and including any measurement, quality, quantity, identity, or authority or any telephone, facsimile, e-mail or computer generated order) the internal records of Shelcom will be conclusive evidence of what was ordered. 

(b) Each order placed will be and be deemed to be a representation made by the Customer at the time that it is solvent and able to pay all of its debts as and when they fall due. 

(c) Failure to pay in accordance with these Terms will be and be deemed to be conclusive evidence that the Customer had no reasonable grounds for making the representation referred to in 5(b) and that the representations were unconscionable, misleading and deceptive. 

(d) When any order is placed, the Customer must inform Shelcom of any material facts which would or might reasonably affect the commercial decision by Shelcom to accept the order and/or grant credit in relation thereto. Any failure to do so will create and be deemed to create an inequality of bargaining position and will constitute and be deemed to constitute the taking of an unfair advantage of Shelcom and to be unconscionable, misleading and deceptive.

(e) Unless otherwise provided by law, all charges in respect to the goods/services whether charged by Shelcom or any governmental agency, is non-refundable.

(f) The Customer must notify Shelcom of any billing error within 30 days of the receipt of Shelcom’s tax invoice otherwise the Customer releases Shelcom from all liability and claim of loss resulting from the billing error and Shelcom will not be required to rectify the billing error. Shelcom may correct billing errors at any time.

6. Delivery: 

(a) Shelcom will not be liable for delay, failure or inability to deliver any goods or services. 

(b) Shelcom may unilaterally delay, cancel or suspend any delivery for any period or cancel any agreement for sale without any liability to any party.

7. Variation: 

Variation or cancellation of any order, dealing or arrangement must be agreed in writing by Shelcom.

8. Exclusions:  

(a) If Shelcom publishes material about its goods/services and/or prices, any part which is incompatible with these Terms is expressly excluded. 

(b) The Customer will rely on its own knowledge and expertise in choosing any product for any purpose. 

(c) Any advice or assistance given for or on behalf of Shelcom must be accepted at the Customer’s risk and must not be or be deemed given as expert or adviser nor to have been relied upon.

9. Acknowledgement: 

Where the Customer requests the registration of a company which has the same name as a registered business, the Customer acknowledges and agrees that it is responsible for providing Shelcom with a written authority from the business owner consenting to such registration.

10. Severability: 

Any part of these Terms can be severed without affecting any other part.

11. Purchase Price: 

(a) All sales are made by Shelcom are at its ruling price at the time of delivery and excludes all taxes (including but not limited to GST) and any governmental imposts (“Imposts”) unless stated otherwise.  Shelcom's price lists exclude such Imposts unless expressly noted thereon.  

(b) The Customer is responsible for any Imposts and other government agency fees  applicable to the goods and services provided to the Customer by Shelcom. In the event that such Imposts and governmental agencies fees change (increase or decrease), such changes, where relevant, will be passed onto the Customer by Shelcom. 

12. Default: 

The Customer agrees not to commence, continue or permit to be commenced or continued, any action against Shelcom whilst the Customer is in default under any part of these Terms. 

13. Other Terms and Conditions and Notice: 

(a) Terms and/or conditions sought to be imposed by the Customer upon Shelcom will not apply unless agreed in writing by Shelcom. 

(b) The Customer will be deemed to have notice of any change to these Terms immediately Shelcom posts the changes on its website.

(c) The Customer shall be bound by any terms and conditions of trade adopted by Shelcom immediately they are so adopted, notwithstanding any other purported, pre-existing or other terms and conditions.

14. Recovery Costs: 

The Customer will pay (on a full indemnity basis) all costs and expenses of Shelcom, its legal advisers, mercantile agents and others acting on its behalf in respect of anything instituted or being considered  as a result of any breach of these Terms or breach of any dealings with Shelcom.

15. Security:

The Customer agrees that if Shelcom issues the Customer with a username and password to access any part of Shelcom’s website and/or services, the Customer shall use its best efforts to prevent access to the service through the Customer’s username and password by anyone other than the Customer, including but not limited to, keeping such information strictly confidential, notifying Shelcom immediately if the Customer discover loss or unauthorised access to such information by another party.

16. Jurisdiction: 

These Terms shall be governed by and construed in accordance with the law of the time being in force in the State of Victoria Australia, and the Customer irrevocably submits to the jurisdiction of the Courts of that State including any Courts having appellant jurisdiction. 

17. Credit Limit: 

Shelcom can vary or withdraw any credit facility or limit it at any time at its discretion and without any liability to the Customer or any other party. 

18. Waiver: 

If Shelcom elects not to exercise any rights arising as a result of breach of these Terms it will not constitute a waiver of any rights relating to any subsequent or other breach.

19. Force Majeure: 

Shelcom will not be in default or breach of any dealing with the Customer as a result of Force Majeure (i.e.: anything beyond Shelcom's reasonable control).

20. Intellectual Property: 

(a) If Shelcom utilises any design, patent or intellectual property or follows any instruction provided by or on behalf of the Customer, the Customer indemnifies Shelcom against any claim, proceeding, damages or liability for any loss, cost or expense arising as a result whether for any alleged infringement of any intellectual property or otherwise. 

(b) The Customer must not advertise, use or represent any intellectual property of Shelcom or of any goods or services themselves in any way without the prior written consent of Shelcom. 

(c) If the Customer breaches or permits any breach of this clause, it acknowledges Shelcom may suffer claims by third parties as a result and clause 24 will apply.

21. Trusts: 

The Customer agrees that these Terms bind it not only in its own capacity but also as the Trustee of every trust of which it is a trustee. 

22. No Merger: 

Termination of these Terms and/or dealings between the Customer and Shelcom ("Cessation") will not end those provisions of these Terms that are capable of surviving Cessation.

23. Legal Compliance:

(a) Shelcom may suspend or terminate the services of Shelcom at any time without notice (or liability) to the Customer.

(b) The Customer must not directly or indirectly or through any person/entity use the services provided by Shelcom for any illegal or fraudulent business practice.

24. Indemnity: 

The Customer indemnifies Shelcom against any claim or loss arising from or related in any way to any contract or dealing between Shelcom and the Customer or anything arising therefrom or arising as a result of or subsequent to any breach of these Terms.

25. Insolvency: 

(a) If the Customer commits or is involved in any act of insolvency, it will be deemed in default under these Terms.

(b) An act of insolvency includes bankruptcy, liquidation, receivership, administration or the like and failure to pay in accordance with these Terms.

26. Content Disclaimer:

(a) Without in any way limiting any other provisions of these Terms, the goods/services provided by Shelcom are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. 

(b) Shelcom do not provide legal and/or financial advice of any kind. The Customer must obtain independent legal and/or financial advice (as applicable) prior to using Shelcom’s services and/or placing any order to ascertain the suitability for the Customer’s use/purposes. 

(c) Any information provided by Shelcom’s website, partners, licensors, agents, subsidiaries, contractors, managers, directors or employees is categorised as general information and must not be construed as advice of any kind.  

(d) The Customer acknowledges that computer systems and internet services are not fault free and that there are occasional periods of downtime. Shelcom do not guarantee that its services will be uninterrupted, timely, secure, or error free or that data loss will not occur.  

(e) Shelcom is not responsible for any third party hackers, programmers or viruses that may intercept any order or information submitted by the Customer.

27. Exclusion of warranty: 

Shelcom is not bound by any warranty (and the Customer agrees not to make any claim against Shelcom in relation to any warranty) in respect of goods or services unless all goods and services have paid for in full without set-off or deduction of any kind.

28. The Competition and Consumer Act 2010 (Cth) and Fair Trading Acts: 

Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable. 

29. Shelf Companies:

The Customer acknowledges and agrees that Shelcom may effect the resignation of directors appointed by it to a shelf company provided to the Customer where the Customer fails to notify ASIC of the resignation of those directors within 7 days of being provided with the shelf company. Similarly, Shelcom may effect the surrender of shares in the shelf company where the Customer fails to transfer those shares within 7 days of the date the Customer is provided with the shelf company. The customer further acknowledges and agrees that any action taken by Shelcom under clause 29 will be without any liability to the Customer whatsoever.