Terms and Conditions
1. These are the terms and conditions that each party below agrees to and in these terms and conditions the words below have these meanings: -
(a) Smartcorp, a division of Company Dynamics Pty Ltd ACN 058 086 169
(b) "You", "Your" and “Yours” mean the entity, organisation, person or firm (and if more than one, jointly and severally) ordering the company on behalf of a client.
2. Smartcorp is the organisation facilitating Australian Securities & Investments Commission registration of the company as Your agent and the provider of company documents in accordance with Your order.
3. Smartcorp may offer a credit facility at Smartcorp’s discretion which may be withdrawn by Smartcorp at any time.
4. Credit terms are 30 days from the date of the invoice.
5. Smartcorp will invoice You for the service and You are liable to pay that invoice including the reimbursement of the amounts paid by Smartcorp to ASIC.
6. Smartcorp will be dealing with and incurring fees with ASIC as the lodging party and Your agent and therefore Smartcorp is appointed for that purpose as Your agent. You warrant and it is an essential term that You have express or implied authority from Your client to provide the order details to Smartcorp.
7. The amount Smartcorp will invoice You will be an amount that is inclusive of any goods and services tax (“GST”). GST that is payable for a taxable supply that Smartcorp makes will be identified. The total amount of that invoice will include components that constitute a reimbursement of ASIC fees upon which no GST liability has arisen.
8. All invoices to Your account must be paid whether You change Your name and whether You change the nature of Your legal personality, for example by reconstituting Your partnership or by incorporating or otherwise. These liabilities will only cease when the account has been paid in full or if Smartcorp agrees expressly in writing that someone else is responsible to pay and that other person has agreed in writing to do so in a manner that is enforceable by Smartcorp.
9. These terms are governed by and construed in accordance with the laws of the State of New South Wales, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in New South Wales and You consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement relating to the subject matter and shall not be modified except in writing signed by the parties.
10. You confirm that the current form of proposed Constitution (available on the Smartcorp website) has been considered by You and You are satisfied that the company when completed in accordance with the information set out in the company order, will meet all Your and Your client's requirements. On receipt of the company and documents You will check them to ensure that they have been completed in accordance with Your company order.
11. The Application for Registration is solely based on your Order and these terms. You and the Applicant (the person whose user name and user ID have been entered to access the Smartcorp system) agree that the Applicant having viewed the following declaration (in relation to the form 201, ASIC Application for Registration as an Australian company and any annexures, compiled electronically based on Your order) assents to this declaration and will comply with it: “I apply for the registration of a company on the basis of the information in this form and any attachments. I have the necessary written consents and agreements referred to in this application concerning the members and officeholders and I shall give the consents and agreements to the company after the company becomes registered. The information provided in the application and in any annexures, is true and correct at the time of signing.” Those consents are the officeholders’ consent to act, members’ agreement to take up shares, constitution and, if applicable, consent of occupier to use of registered office, blank copies of which are downloadable from the Smartcorp website.
12. You and the Applicant acknowledge and agree that; You and the Applicant are solely responsible for ensuring that the information provided in Your order to Smartcorp is correct and Smartcorp is not under any obligation to verify the correctness of Your order. Without limitation, Smartcorp is entitled to provide the requested company without further enquiry and You accept all responsibility and indemnify Smartcorp in respect of all claims by any person or company, including, without limitation, whether in respect of the type of company chosen, its suitability for You or Your client's purposes or otherwise.
13. To the maximum extent permitted by applicable law, Smartcorp is not liable for and excludes all liability for loss or damage (including any indirect or consequential loss or damage) arising out of or in relation to any and all delays, errors, or omissions in providing the company; a failure to properly carry out Your instructions; negligence; acts of default or omission of any kind whatsoever and however caused; or any acts of default or omission or any fraud or negligence of any kind whatsoever and however caused whether or not caused by Smartcorp’s employees, agents or contractors. Smartcorp makes no warranties in relation to the company except to the extent that they are implied under any applicable law that cannot be excluded.
14. If an applicable law does not permit the limitation or exclusion of Smartcorp’s liability as provided in these terms, Smartcorp’s total liability in that event for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence), or otherwise shall not exceed the amount paid, if any, for the relevant company sought by You or Your client, however, Smartcorp may instead, at its discretion, re-supply the service or part of the service.
15. Smartcorp does not ascertain whether a particular proposed company name is the same or similar to a name already in use and accordingly Smartcorp does not accept responsibility for the registration of a name similar to an existing name. You and the Applicant acknowledge that the onus is not on Smartcorp but on You to have regard to similar names or to names which may possibly be confused with or mistaken for another name. You accept that registration by ASIC does not give any rights to that name.
16. Smartcorp is not a legal or financial adviser, nor does it act as a legal or financial adviser, nor is it competent or qualified to act in, or in conjunction with, the carrying out of the functions of a legal or financial adviser.
17. In these terms the singular includes the plural and vice versa.
18. Every order is subject to the current version of these terms and conditions and every time You order You must accept the terms and conditions which are viewable by You with every order. If You do not accept these terms and conditions when ordering, Smartcorp’s ordering system will not permit You to proceed further.