Terms & Conditions

 

TERMS AND CONDITIONS FOR PROVISION OF SERVICES

By using Shelcom’s services or submitting an Order, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. If you do not agree, do not use our services.

1. Definitions

In these Terms, the following words have the meanings set out below:

AML/CTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), as amended from time to time.

ASIC means the Australian Securities and Investments Commission.

AUSTRAC means the Australian Transaction Reports and Analysis Centre.

Business Day means a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.

CDD means customer due diligence conducted in accordance with the AML/CTF Act.

CDD Reliance Deed means a Customer Due Diligence Reliance Deed entered into between Shelcom and an Instructing Firm, as amended from time to time.

CleanID means the cloud-based identity verification and AML/CTF compliance platform owned and operated by Waive Pty Ltd, made available through Shelcom as authorised distributor.

Confidential Information means all information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including client identity information, beneficial ownership structures, source of funds documentation, pricing, and business processes, but excluding information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or regulatory obligation.

Force Majeure Event means any event or circumstance beyond a party’s reasonable control, including acts of God, pandemic, epidemic, flood, earthquake, war, terrorism, government action, regulatory direction, ASIC or AUSTRAC system outages, failure of third-party infrastructure or services, or labour disputes.

Governmental Agency means ASIC, any State Revenue Office, Consumer Affairs Victoria, AUSTRAC, and any other government, regulatory, or statutory body or authority with jurisdiction over the Services or the matters to which the Services relate.

Instructing Firm means an accounting firm, law firm, or other professional services firm that submits an Order on behalf of an underlying client.

Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, patents, designs, trade secrets, know-how, and all other proprietary rights, whether registered or unregistered, and including applications for any of the foregoing.

Loss means any loss, damage, liability, cost, charge, expense, penalty, fine, or outgoing of any nature (including legal costs on a solicitor-client basis and any indirect or consequential loss), howsoever arising.

Order means a request for Services submitted by you to Shelcom through our website or by other means accepted by Shelcom, together with all information and materials provided by you in connection with that request.

Privacy Act means the Privacy Act 1988 (Cth), as amended from time to time.

Privacy Policy means Shelcom’s privacy policy as published on the Shelcom website and updated from time to time.

Services means the corporate services, ASIC lodgement services, company secretarial services, registered agent services, CDD reliance services, document preparation and dispatch services, and any other services offered by Shelcom from time to time, as described on the Shelcom website.

Shelcom means Shelcom Corporate Services Australia Pty Ltd (ACN 052 129 352).

Terms means these Terms and Conditions, as amended from time to time in accordance with clause 3.

Waive means Waive Pty Ltd, the owner and operator of the CleanID platform.

2. Interpretation

In these Terms, unless the context otherwise requires:

  • headings are for convenience only and do not affect interpretation;
  • the singular includes the plural and vice versa;
  • a reference to a person includes a corporation, trust, partnership, unincorporated body, government, and local authority;
  • a reference to legislation or a legislative provision includes all amendments, re-enactments, and subordinate instruments made under it;
  • the word “includes” in any form means “includes without limitation”;
  • a reference to writing includes email;
  • if there is any conflict or inconsistency between these Terms and a CDD Reliance Deed, the CDD Reliance Deed prevails to the extent of the inconsistency in respect of CDD and AML/CTF matters; otherwise these Terms prevail;
  • if there is any conflict or inconsistency between these Terms and an Order, these Terms prevail unless the Order expressly states otherwise and is countersigned by an authorised officer of Shelcom; and
  • no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms.

3. Introduction and Variation of Terms

These Terms govern your use of Shelcom’s Services and website at www.shelcom.com.au. By using the Services or submitting an Order, you accept these Terms in full.

Shelcom may vary these Terms at any time. Variations will take effect as follows:

  • Regulatory and operational changes — variations required by law, regulatory direction, or to reflect changes to ASIC, AUSTRAC, or other Governmental Agency requirements take effect immediately upon posting on the Shelcom website.
  • Material commercial changes — variations that materially alter your rights or obligations (including pricing changes) take effect 30 days after notice is given to you by email or posted on the Shelcom website. If you object to a material variation, you may terminate your use of the Services by notice in writing to Shelcom before the variation takes effect, in which case no early-termination fee applies. Continued use of the Services after the 30-day period constitutes acceptance of the variation.

Shelcom reserves the right to refuse, restrict, suspend, or terminate your access to the Services at any time in accordance with these Terms.

4. Capacity

By using the Services, you warrant that:

  • you are at least 18 years of age;
  • if you are acting on behalf of a company, trust, or other entity, you have authority to bind that entity to these Terms;
  • you are acquiring the Services for business purposes and not as a consumer within the meaning of the Australian Consumer Law; and
  • you have read and understood these Terms and agree to be bound by them.

If a parent or guardian wishes to permit a person under 18 years of age under their supervision to use the Services, they must notify Shelcom in writing and accept full legal responsibility for that minor.

5. The Services

When you place an Order, you will specify the type of Services you wish to receive and provide Shelcom with all required information. If Shelcom accepts the Order, it will deliver the Services as and when the Order can be accommodated.

Shelcom acts as a gateway to Governmental Agencies and the public in general. You are solely responsible for the accuracy and completeness of all information provided in your Order. Shelcom relies on your information without independent verification of its accuracy. If incorrect information is submitted and amendments are subsequently requested:

  • Shelcom does not guarantee that amendments can be made within any proposed timeframe or at all prior to the Services being delivered; and
  • you may be liable for additional fees payable to Shelcom and/or any Governmental Agency arising from those amendments.

You may cancel an Order prior to its completion by notifying Shelcom in writing. Cancellation does not extinguish your obligation to pay charges already incurred in respect of that Order. Shelcom reserves the right to alter the manner in which it provides the Services at any time.

6. Acknowledgements and Consents

Where you request the registration of a company with the same name as a registered business, you acknowledge that you are responsible for providing Shelcom with written authority from the business owner consenting to that registration.

You agree that all relevant consents of members and company officers have been obtained prior to submission of any company registration Order, in accordance with the requirements of the Corporations Act 2001 (Cth).

Prior to submission of an Order to register a company, you confirm that you hold executed consents (whether electronic or hard copy) from each proposed director, secretary, and shareholder or member, as required by section 601BC of the Corporations Act 2001 (Cth). These must be made available to Shelcom upon request. Blank consent forms are available on the Shelcom website.

7. Payment Terms

Unless Shelcom has approved a credit account for you in writing, payment is required at the time of Order submission or upfront as directed by Shelcom. Where a credit account has been approved in writing, payment of each tax invoice must be made within 30 days of the invoice date. Shelcom reserves the right to require upfront payment for any Order regardless of any existing credit arrangement.

All prices stated for the Services exclude GST and Governmental Agency fees unless expressly stated otherwise. You are responsible for all applicable GST and Governmental Agency fees. See clause 8 for ASIC and government fee terms.

Except as required by law or as expressly stated in a particular Service offer, all charges (whether charged by Shelcom or any Governmental Agency) are non-refundable.

If you do not pay by the due date, Shelcom may charge interest at 12% per annum on the unpaid amount from the due date until the date of payment. Shelcom may also engage a third party to collect outstanding amounts and you will be liable for all reasonable collection and legal costs. Shelcom may suspend or cancel the Services if you fail to pay in full on time.

If you notify Shelcom of a billing error within 30 days of receiving the relevant invoice, Shelcom will investigate and correct it promptly. If you do not notify within that period, you release Shelcom from all liability in connection with that billing error.

8. ASIC and Government Fees

ASIC and Governmental Agency fees are set by the relevant agency and are outside Shelcom’s control. Shelcom’s current service fees and applicable ASIC fees are published on the Shelcom website and updated as required. By submitting an Order, you accept the fees in effect at the time of submission.

Shelcom’s service fees for each Order are broken down as follows:

  • ASIC fee: the applicable ASIC government levy for the lodgement type, passed through at cost;
  • Document preparation fee: Shelcom’s fee for preparing and lodging the relevant forms and documents; and
  • Printing and dispatch fee (where applicable): quoted separately where physical documents are required.

Where ASIC or any Governmental Agency changes its fees after an Order has been submitted but before the Services have been completed, Shelcom may issue a supplementary invoice for any increase and you are obliged to pay that amount. Where a fee decrease applies, the saving will be passed on to you. Fee changes take effect for all new Orders from the date the change is implemented by the relevant agency, without further notice from Shelcom.

9. Third-Party Products — CleanID

Shelcom makes CleanID available to clients as an authorised distributor of Waive. CleanID is owned and operated by Waive. Shelcom does not own, develop, operate, or control CleanID.

By accessing or using CleanID through Shelcom, you acknowledge and agree that:

  • CleanID is subject to its own separate terms and conditions issued by Waive, which govern your use of the platform. Those terms are available at the CleanID registration page and constitute a separate agreement between you and Waive;
  • Shelcom’s role is limited to facilitating access to CleanID as authorised distributor. Shelcom has no responsibility for CleanID platform functionality, data processing, identity verification outcomes, or AML/CTF advisory outputs;
  • Shelcom is not liable for any Loss arising from your use of CleanID, including platform downtime, data errors, verification failures, advisory errors, or changes to CleanID features or pricing;
  • any AML advisory services delivered in connection with CleanID are provided by Arrow AML Pty Ltd (Arrow AML), an independent third party with no ownership or management connection to Shelcom or Waive. Shelcom makes no representation about the accuracy, completeness, or suitability of Arrow AML’s advisory outputs; and
  • all claims relating to CleanID platform performance or Arrow AML advisory services must be directed to Waive or Arrow AML respectively. Shelcom’s liability in connection with CleanID is limited strictly to its role as distributor.

10. AML/CTF Compliance, CDD Reliance and Identity Verification

10.1 Application This clause 10 applies to all Orders submitted by an Instructing Firm on behalf of an underlying client.

10.2 Warranty of CDD compliance By submitting an Order, the Instructing Firm warrants that, before submission, it has conducted CDD on the underlying client to the minimum standard required under the AML/CTF Act and, where a CDD Reliance Deed is in place, the Minimum CDD Standards in Schedule 4 of that deed. This warranty is given afresh with each Order.

10.3 Privacy Act consent The Instructing Firm warrants that it has complied with the Privacy Act before disclosing any personal information about an underlying client or beneficial owner to Shelcom, including that it has obtained any necessary consent from that person for the disclosure. Shelcom will handle all personal information received in accordance with the Privacy Policy.

10.4 Further evidence The Instructing Firm acknowledges that Shelcom may, at any time before or during the provision of Services, request additional identity verification evidence, source of funds documentation, or other information in relation to an underlying client or beneficial owner. Shelcom is not obliged to commence or continue any Service until that information has been received and assessed to Shelcom’s satisfaction. No refund or compensation is payable by Shelcom where a Service is delayed or declined pending receipt of further evidence.

10.5 Instruction classification Where Shelcom classifies an Order as Category 1 (new entity or new party) or Category 2 (administrative change) under its service classification framework, that classification is final. Where Shelcom determines an Order falls within Category 1, full initial CDD documentation is required regardless of the Instructing Firm’s own classification.

10.6 CDD Reliance Deed Where the Instructing Firm has entered into a CDD Reliance Deed with Shelcom, submission of an Order constitutes a Standard Instruction Form under that deed and all representations and warranties in the deed are renewed with each Order. The Instructing Firm must notify Shelcom immediately if its AUSTRAC enrolment lapses or if any matter arises that would trigger a notification obligation under the deed, including any suspicious matter relating to the underlying client.

10.7 No deed in place Where no CDD Reliance Deed is in place, Shelcom will conduct its own CDD and the Instructing Firm consents to Shelcom collecting and verifying information about the underlying client directly. The Instructing Firm must cooperate with any such verification process and provide access to the underlying client where reasonably required.

10.8 Shelcom’s right to decline Shelcom may decline, suspend, or reverse any Order at any time without giving reasons where Shelcom independently assesses the instruction as presenting an unacceptable money laundering or terrorism financing risk, where a suspicious matter arises, or where the underlying client or a beneficial owner is connected to a jurisdiction subject to FATF grey list or black list status or Australian autonomous sanctions. No refund or compensation is payable in these circumstances.

10.9 Instructing Firm indemnity The Instructing Firm indemnifies Shelcom against all Loss arising from: (a) any breach of the warranties in this clause 10; (b) any failure to conduct CDD to the required standard; (c) any inaccurate or incomplete information provided to Shelcom in connection with an Order; or (d) any Privacy Act breach by the Instructing Firm in connection with disclosures made to Shelcom. This indemnity is not subject to the liability cap in clause 17.3.

11. AUSTRAC Reporting and Sanctions Compliance

Shelcom is a reporting entity under the AML/CTF Act. Shelcom may, at any time and without notice to you:

  • submit a suspicious matter report or threshold transaction report to AUSTRAC in respect of any Order or transaction;
  • decline to process, suspend, freeze, or reverse any Order or transaction where Shelcom determines that proceeding may breach the AML/CTF Act, the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth), or any other applicable sanctions or anti-money laundering law; and
  • disclose information relating to you or your underlying client to AUSTRAC, the Australian Federal Police, ASIC, or any other competent authority as required or permitted by law.

Shelcom is not liable to you for any Loss arising from any action taken under this clause, including any refusal, suspension, or reversal of an Order. Shelcom’s obligations to AUSTRAC and other regulatory bodies take precedence over its obligations to you under these Terms where those obligations are inconsistent. This clause is not subject to the liability cap in clause 17.3.

12. Confidentiality

12.1 Mutual obligations. Each party must keep the other party’s Confidential Information strictly confidential and must not disclose it to any third party without the prior written consent of the disclosing party, except as permitted under this clause 12.

12.2 Permitted disclosures. Each party may disclose Confidential Information to its employees, officers, contractors, advisers, and agents on a need-to-know basis, provided that those persons are bound by confidentiality obligations at least as protective as those in this clause.

12.3 Regulatory carve-out. Shelcom may disclose Confidential Information to AUSTRAC, the Australian Federal Police, ASIC, or any other Governmental Agency as required by law or regulatory obligation, including under the AML/CTF Act, without notice to you and without liability. Where legally permissible, Shelcom will provide you with prompt notice of any compelled disclosure.

12.4 Return or destruction. On termination of the Services or earlier on request, each party must promptly return or destroy the other party’s Confidential Information, subject to any legal or regulatory obligation to retain records (see clause 22.4).

12.5 Survival. Obligations of confidentiality under this clause survive termination or expiry of the Services for a period of five years.

13. Intellectual Property

13.1 Shelcom IP. All Intellectual Property Rights in Shelcom’s website, systems, methodologies, templates, standard documents, and all content therein remain owned by or licenced to Shelcom. Nothing in these Terms transfers any Intellectual Property Rights in Shelcom’s systems or materials to you.

13.2 Client deliverables. Subject to payment in full of all applicable fees, Intellectual Property Rights in documents and materials prepared by Shelcom specifically for your Order (including prepared company constitutions and ASIC forms) vest in you on payment.

13.3 Licence to use client data. You grant Shelcom a non-exclusive, royalty-free licence to use, copy, and process your data and materials solely for the purpose of providing the Services.

13.4 No competing use. You must not use any Shelcom Intellectual Property Rights, branding, or methodology for any purpose other than receiving the Services, and must not reproduce, adapt, or commercialise any Shelcom materials without prior written consent.

14. Privacy and Personal Information

Shelcom collects, holds, uses, and discloses personal information in accordance with the Privacy Policy. By using the Services, you consent to Shelcom’s collection and use of personal information as described in the Privacy Policy.

Without limiting the Privacy Policy, personal information collected from you or by you on behalf of an underlying client may be disclosed to:

  • ASIC, State Revenue Offices, Consumer Affairs Victoria, and other Governmental Agencies where required to process your Order;
  • AUSTRAC and other law enforcement and regulatory bodies as required or permitted under the AML/CTF Act or other applicable legislation, without your consent and in some cases without notice to you;
  • identity verification and KYC service providers engaged by Shelcom to verify the identity of persons connected to an Order;
  • payment processors engaged to process payments made in connection with the Services; and
  • Shelcom’s professional advisers, auditors, and insurers on a confidential basis.

Shelcom does not store credit card or banking details on its systems. Such information is handled directly by Shelcom’s payment processor via industry-standard encryption.

15. Security

Where Shelcom issues you with a username and password to access the Services, you must use reasonable endeavours to prevent unauthorised access, including keeping credentials strictly confidential and notifying Shelcom immediately upon becoming aware of any loss, compromise, or unauthorised access. You are responsible for all activity conducted through your credentials.

16. Electronic Transactions and Signatures

The parties acknowledge that these Terms, Orders, notices, acceptances, and all other communications may be made, given, or accepted electronically in accordance with the Electronic Transactions Act 1999 (Cth) and its state and territory equivalents. An electronic signature or acceptance (including clicking an acceptance button, ticking a checkbox, or submitting an online Order form) constitutes a valid and binding signature or acceptance for all purposes under these Terms. A positive acceptance action is required — passive acceptance by proceeding without confirmation is not sufficient.

17. Disclaimer of Warranties and Limitation of Liability

17.1 No warranties Shelcom disclaims all warranties, express or implied, including without limitation warranties of non-infringement, satisfactory quality, merchantability, and fitness for any particular purpose. The Services are provided on an ‘as is’ and ‘as available’ basis. Shelcom does not provide legal or financial advice. You must obtain independent legal and/or financial advice prior to using the Services to ascertain their suitability. Any information provided by Shelcom, its website, partners, contractors, or employees constitutes general information only and is not advice.

17.2 Exclusion of liability To the maximum extent permitted by law, Shelcom and its related parties, officers, directors, employees, contractors, and agents are not liable to you for any Loss of any kind (including direct, indirect, consequential, incidental, punitive, or special loss) arising out of or in connection with:

  • your use of, or inability to use, the Services;
  • any delay, interruption, error, or data loss in the provision of the Services;
  • the accuracy, completeness, or currency of any information provided through the Services;
  • any action taken by Shelcom in compliance with its AML/CTF Act obligations, including any refusal, suspension, reversal, or reporting of an Order or transaction;
  • any failure or delay in ASIC, AUSTRAC, or other Governmental Agency systems or processing;
  • any Loss arising in connection with CleanID or Arrow AML advisory services; or
  • any unauthorised access to or use of your account credentials,

whether based on contract, tort (including negligence), statute, or otherwise, even if Shelcom has been advised of the possibility of such Loss.

17.3 Liability cap To the extent that any liability of Shelcom cannot be excluded at law, Shelcom’s aggregate liability to you for all claims arising under or in connection with these Terms (regardless of the cause of action, including contract, tort, negligence, or statute) is limited to the greater of:

  • AUD$500; or
  • the total fees paid or payable by you to Shelcom in the three months immediately preceding the event giving rise to the first relevant claim.

This cap applies to all claims in aggregate, not per claim. The cap does not apply to: (a) your indemnity obligations under clause 10.9; (b) Shelcom’s right to recover unpaid fees; or (c) liability that cannot be limited at law.

17.4 Proportionate liability To the extent permitted by applicable legislation (including the Wrongs Act 1958 (Vic)), if Shelcom is liable for any Loss that was caused or contributed to by the act or omission of any other person, Shelcom’s liability is limited to its proportionate share of the responsibility for that Loss.

17.5 Business purpose acknowledgement You acknowledge that you are acquiring the Services for business purposes and that, to the maximum extent permitted by law, the consumer guarantees under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) are excluded.

17.6 ACL savings Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited. Where Shelcom is liable under an implied guarantee that cannot be excluded, Shelcom’s liability is limited, to the extent permitted by law, to: (a) resupplying the Services; or (b) paying the cost of having the Services re-supplied.

18. Indemnification

You indemnify Shelcom and its related parties, officers, directors, employees, contractors, and agents (Indemnitees) from and against all Loss suffered or incurred by the Indemnitees arising out of or in connection with:

  • your use of and access to the Services;
  • your breach of these Terms or any representation or warranty given by you;
  • your violation of any third-party right, including any Intellectual Property Right, privacy right, or property right;
  • any claim that your submissions to Shelcom have caused Loss to a third party; or
  • any breach of clause 10 (AML/CTF Compliance, CDD Reliance and Identity Verification).

This indemnity survives termination or expiry of the Services. It is not subject to the liability cap in clause 17.3. Shelcom may, at its election, assume control of the defence of any indemnified claim. In that event, you must cooperate with Shelcom and pay all fees and costs of such defence.

19. Legal Compliance and Prohibited Use

Shelcom may suspend or terminate the Services immediately upon receipt of any notice alleging that you have used the Services for any unlawful purpose or in violation of any third-party right. In such circumstances, Shelcom may disclose your identity and contact information to a government body, law enforcement agency, or pursuant to a subpoena or other legal process. Shelcom is not liable for any Loss arising from such disclosure.

You must not, directly or indirectly, use the Services for any illegal or fraudulent purpose, including money laundering, fraud, identity theft, structuring of transactions to avoid reporting obligations, or any other conduct constituting a criminal offence under Australian law.

20. Notices

Any formal notice required or permitted under these Terms must be in writing and given by email or hand delivery to the receiving party’s nominated notice address.

A notice is deemed received:

  • if sent by email: at the time of transmission, unless the sending party receives a delivery failure notification, in which case it is deemed not received; or
  • if delivered by hand: at the time of delivery.

Shelcom’s notice address is published on the Shelcom website and updated from time to time. You are responsible for keeping your contact details current with Shelcom. Notices sent to your last-known email address on file are deemed validly given.

21. Dispute Resolution

If a dispute arises in connection with these Terms or the Services, the party raising the dispute must give written notice to the nominated senior representative of the other party setting out the nature of the dispute and the outcome sought.

The parties must attempt to resolve the dispute through the following steps, in order:

Step 1 — Senior representative negotiation: Within 14 days of the dispute notice, the senior representatives of each party must meet (in person, by telephone, or by videoconference) and attempt in good faith to resolve the dispute.

Step 2 — Senior executive escalation: If the dispute is not resolved within a further 7 days after Step 1, the matter is escalated to a senior executive of each party, who must meet within 7 days and attempt to resolve the dispute.

Step 3 — Mediation: If the dispute is not resolved within 14 days after Step 2, either party may refer the dispute to mediation conducted under the Law Institute of Victoria Mediation Rules before a mediator agreed between the parties, or failing agreement within 5 Business Days, appointed by the Law Institute of Victoria. Each party bears its own legal costs of mediation; the mediator’s fees are shared equally.

Completion of Steps 1 to 3 is a condition precedent to commencing litigation, except where a party seeks urgent injunctive or interlocutory relief, in which case that party may commence proceedings immediately without completing the steps above.

22. Termination and Consequences

22.1 Termination by Shelcom Shelcom may at its absolute discretion terminate the Services at any time for any reason, including your breach of these Terms, Shelcom’s AML/CTF obligations, a direction from a Governmental Agency, or where Shelcom reasonably considers that continuing to provide the Services may expose Shelcom to legal, regulatory, or reputational risk.

22.2 Termination by you You may terminate your use of the Services at any time by ceasing to submit Orders. Termination does not affect any accrued rights or obligations.

22.3 Consequences of termination On termination of the Services for any reason:

  • all outstanding fees remain immediately due and payable;
  • Shelcom may, at its discretion, complete or cancel any in-flight Orders;
  • each party must comply with its obligations under clause 12 (Confidentiality) with respect to the other party’s Confidential Information; and
  • clauses 10.9, 11, 12, 13, 17, 18, 21, 22, and 24 survive termination.

22.4 Records retention Shelcom is required under the AML/CTF Act to retain CDD records and transaction records for a minimum of 7 years from the date of the relevant transaction or the end of the business relationship. Client data subject to these retention obligations will not be deleted upon request during the retention period, notwithstanding any request made under privacy or data protection law. At the end of the retention period, Shelcom will delete or de-identify that data in accordance with the Privacy Policy.

23. Relationship of Parties

Shelcom and you are independent contracting parties. Nothing in these Terms creates or implies any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf without prior written consent. Shelcom’s role as a gateway to Governmental Agencies does not create an agency or fiduciary relationship between Shelcom and you.

24. General

24.1 Governing law. These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, including courts of appellate jurisdiction. The parties waive any objection to proceedings in Victorian courts on grounds of inconvenient forum. In the event of any conflict between Victorian and Commonwealth law, Commonwealth law prevails to the extent of the inconsistency.

24.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

24.3 Entire agreement. These Terms, together with any applicable Order form, CDD Reliance Deed, or other written agreement between the parties, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings.

24.4 Waiver. No failure or delay by Shelcom in exercising any right under these Terms operates as a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach. All waivers must be in writing.

24.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without prior written consent of Shelcom. Shelcom may assign its rights and obligations under these Terms without your consent, including to a related body corporate.

24.6 Force majeure. Shelcom is not liable for any failure or delay in performing its obligations where that failure or delay results from a Force Majeure Event. Shelcom will notify you promptly of any Force Majeure Event affecting the Services and use reasonable endeavours to minimise its impact.

24.7 Reasonable endeavours. Where these Terms refer to Shelcom using ‘reasonable endeavours’, this means Shelcom will take commercially reasonable steps in the circumstances, having regard to its own legitimate business interests and resources, but does not require Shelcom to act against its own interests or incur unreasonable expense.

24.8 No merger. The rights and obligations of the parties do not merge on completion of any transaction contemplated by these Terms.

24.9 Further assurances. Each party must do all things and execute all documents reasonably necessary to give effect to these Terms.

These Terms and Conditions have been prepared for general commercial use. They do not constitute legal advice. Shelcom recommends that you obtain independent legal advice before relying on these Terms.

Version 2.1 | Effective 1 July 2026