Terms And Conditions of Trade

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F.	GOOD AND SERVICES TAX
	The Customer must pay the GST (if any) to Help Base as a consequence of this Agreement, on the same day as receipt of the invoice or within 7 days (delete whichever is inapplicable) the date of a Help Base invoice. Help Base will provide sufficient documentation or Tax invoice so as to allow the Customer to obtain any input tax credit as defined by the GST law, to which the Customer may be entitled.

G.	WARRANTIES AND LIABILITIES
	(i)	Help Base will carry out the Service to proper professional standards.
	(ii)	Help Base does not warrant in respect of any third party products supplied to the Customer as an agent of the Customer. Help Base does not at any time represent or act as an agent of any third party.
	(iii)	Help Base does not warrant that the Service will be uninterrupted or error free, or that the Service will meet the Customer's requirements.
	(iv)	Except as expressly provided to the contrary in these Terms and Conditions, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement, are excluded. Where any statute implies in this Agreement any term, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this Agreement. However, Help Base's liability for any breach of the term will, if permitted by that statute be limited, at Help Base's option, to the re service of the Service again; or payment of the cost of having the Service supplied again.
	(v)	The Customer warrants that at the time of entering into this Agreement you are not relying on any representation made by Help Base which has not been stated expressly in this Agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which Help Base has produced.
	(vi)	The Customer warrants that the Customer will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by the Customer onto or downloaded by the Customer from Help Base's computer systems does not contain any computer virus and will not, in any way, corrupt the data or systems of any person
	(vii)	The Customer accepts full responsibility for keeping secure any passwords used to access the Service.
	(viii)	The Customer accepts responsibility for all information and material the Customer issues over any Service, and indemnifies Help Base and holds Help Base harmless against any liability in relation thereto. In particular the Customer undertakes that it shall not publish or issue any information which is illegal. The Customer also acknowledges that Help Base does not vet or approve any information or material available through the Service and that Help Base does not accept any liability. To the full extent permitted by law the Customer's access and use of such information and material at its own risk.
	(ix)	The Customer agrees to abide by our Acceptable Use Policy which is, by this cross reference, incorporated into this Agreement.
	(x)	The Customer is solely responsible for dealing with persons who access any Customer data, and must not refer complaints or inquiries in relation to such data to Help Base.
	(xi)	Except as provided in clause G (iv) Help Base is not liable to the Customer or any other person for any cost, loss or liability (including loss of profit or other consequential damage) arising from the Service or failure or delay in Servicing the Service; or for the content, context or confidentiality of any communications made using the Service.

H.	RESOLUTION OF DISPUTES
	(i)	If a dispute arises between the Parties arising out or relating to this Agreement (the "Dispute"), any Party seeking to resolve the Dispute must comply with the provisions of this clause H. Compliance with this clause H is a condition precedent to seeking relief in any court or tribunal in respect of the Dispute.
	(ii)	A Party seeking to resolve the Dispute must notify the existence and nature of the Dispute to the other Party (the "Notification"). Upon receipt of the Notification Help Base must refer the Notification to its chief executive officer or its nominee for resolution by negotiation.
	(iii)	If the Dispute has not been resolved by negotiation within thirty (30) days from the date of the Notification, the Parties must refer the Dispute to mediation under the rules of Conciliation through the Australian Commercial Dispute Centre Limited ("ACDC"), where the proceedings will be held in Sydney, New South Wales. If the Dispute has not been resolved within thirty (30) days of referral to ACDC either Party is free to initiate proceedings in a court.
	(iv)	Nothing in this clause H will prevent a Party from seeking interlocutory relief through courts of appropriate jurisdiction.

I.	NOTICES
	(i)	Any notice, demand or other communication required to be given or made in writing under this Agreement will be deemed duly given or made if delivered or sent by prepaid post or facsimile transmission as follows to the contact people and addresses specified in clauses A & B respectively, as appropriate.
	(ii)	Any notice or other communication will be deemed to have been received by the Party to which it was sent:
		(a)	in the case of hand delivery, upon the date of such delivery; or
		(b)	in the case of prepaid post within Australia, on the third (3rd) day next following the date of dispatch; or
		(c)	in the case of facsimile and/or email transmission, at the time of transmission, provided that, following the transmission, the sender receives a transmission confirmation report unless in any such case it would be deemed to have been received on a day which is not a business day, or after 5 p.m. on such a business day, in which event it will be deemed to have been received on the next such business day.

J.	ANCILLARY PROVISIONS
	(i)	Governing Law This Agreement is governed by the laws of the State of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that State and the courts of appeal therefrom.
	(ii)	Severability Any illegal or invalid provision of this Agreement will be severable and all other provisions will remain in full force and effect.
	(iii)	Waiver
		(a)	Any failure by a Party to compel performance by the other Party of any of the terms and conditions of this Agreement will not constitute a waiver of those terms or conditions, nor will it affect or impair the right to enforce those rights at a later time or to pursue remedies for any breach of those terms or conditions.
		(b)	A provision of, or a right created under this Agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties
	(iv)	Amendment and Assignment This Agreement may only be amended by a written instrument signed by the Parties. The Customer must not assign any of its rights or obligations under this Agreement without the prior written consent of Help Base. Help Base may assign its rights and obligations under this Agreement at will and without reference to the Customer.
	(v)	Entire Agreement This Agreement contains the whole of the Agreement between the Parties with respect to its subject matter and supersedes any and all other representations or statements by either Party whether oral or in writing and whether made prior or subsequent to the date of this Agreement.
	(vi)	Relationship Each Party enters this Agreement as an independent contractor and nothing in this Agreement will create any other relationship between them, including without limitation one of joint venture, trust, partnership, agency or employer and employee.
	(vii)	Costs (a) Each Party will bear its own costs and expenses in relation to the negotiation, preparation and execution of this Agreement. (b) If there is any stamp duty payable in respect of this Agreement it will be payable by the Customer.
	(viii)	Force Majeure No Party will be required to perform an obligation under this Agreement, if that Party was prevented in performing that obligation as a result of circumstances beyond the reasonable control of that Party.
	(ix)	Use of Data The Customer grants to Help Base a license to use and reproduce all Customer data in order to fulfil Help Base's obligations under this Agreement.

K.	EXCLUSIONS
	(i)	The Service does not include any tasks, goods or services not specifically listed above. In particular, the Service does not include the following items:
	(ii)	Copywriting, photography or data entry. It is assumed that the Customer will provide final text and any graphics in digital form, and that any data to be imported in a clean tab-delimited file or other standard format.
	(iii)	Provision, configuration or maintenance of computer, networking or other hardware except where specified.
	(iv)	On-going maintenance of the system, except where specified.
	(v)	Domain name registration, Internet hosting or connectivity, except where specified.

L.	THE SERVICE
	(i)	Help Base may assign to the Customer a username and password which will provide access to the Service. Help Base may provide the Customer with web, email and other services chosen and as defined in the definition of Servicesbut Help Base has no obligation to the Customer to provide any services other than those specifically listed in Service.
	(ii)	Help Base must perform scheduled maintenance to its systems from time to time. Help Base will attempt to perform all scheduled maintenance at times which will affect fewest Customers. If the maintenance procedures require the Service to be offline for more than 15 minutes, Help Base will give notice at least 72 hours in advance via email and on the Help Base website.
	(iii)	Help Base may also need to perform maintenance at unscheduled times, due to equipment failure or any other reasonable cause. If the maintenance procedures require the Service to be offline for more than 15 minutes, Help Base will post details of the event within 24 hours of the end of the procedure via email and on the Help Base website.
	(iv)	Help Base will archive the Customer's data onto our backup systems at regular intervals for the purposes of disaster recovery. In the event of equipment failure or data corruption, Help Base will restore the data from the last known-good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, the Customer should be prepared to upload its data to its own website. This process requires that the Customer maintain a recent copy of its data at its premises at all times.
	(v)	Help Base will publish any further operational and technical information via email, facsimile and/or on the Help Base website.

M.	PAYMENTS
	(i)	The Customer must pay for the Service as agreed from time to time. In particular, the Customer must pay all Service charges incurred by the Customer or any designated users, or incurred as a result of any use of Customer's username and password, whether authorised or not, in accordance with the Service selected.
	(ii)	The Customer is responsible for the provision of and payment for the installation and use of telephone lines and all other equipment needed to access the Service, and all government taxes and charges, duties and levies imposed on either the Customer or Help Base in connection with any other services or goods supplied.
	(iii)	Customer must pay all amounts billed in accordance with the payment terms of the selected Service package. Late payments may be subject to a $20 administration charge.
	(iv)	If a Customer's payments are in arrears, Help Base may suspend the arrears, Help Base may terminate or refuse to provide the Service without notice.
	(v)	Acceptable payment methods are cash, or direct deposit to Help Base's bank. Cheque payments are only acceptable with prior approval.
	(vi)	The Customer consents to Help Base obtaining a credit reporting agency report containing personal information (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by us of an application for credit (whether commercial or personal) or for the purpose of the collection of payments which are overdue.

N.	SUSPENSION OF SERVICE
	(i)	Help Base may from time to time without notice suspend the Service or refuse to supply or provide the Service or disconnect or deny the Customer's access to the Service.
	(ii)	If the Service is suspended for any technical failure, modification or maintenance involved in the Service, Help Base will use reasonable endeavours to restore and/or provide the Services as soon as reasonably practicable.
	(iii)	Help Base reserves the right to suspend and/or provide the Service if the Customer fails to comply with any Agreement (including failure to pay charges due), or does, or allows to be done, anything which in Help Base's opinion may have the affect of jeopardising the operation of the Service. Help Base may continue the suspension until the breach (if capable of remedy) is remedied.
	(iv)	Notwithstanding any suspension of any Service under this clause, the Customer shall remain liable for all charges due throughout the period of suspension.

O.	TERMINATION OF SERVICE
	(i)	Help Base may terminate this Agreement and the provision of Service immediately and without prior notice if the Customer breaches these Terms and Conditions.
	(ii)	Help Base or the Customer may terminate this Agreement by giving 30 days written notice to the other party.
	(iii)	Upon termination of the Service, any outstanding fees shall be payable immediately by the Customer. The Customer shall not be entitled to any refund of payments made in advance. In addition, the Customer is responsible for paying any cancellation fee applying to the Service.
	(iv)	Upon termination of the Service, Help Base may delete all Customer data from any storage media.

P.	CONFIDENTIAL INFORMATION
	(i)	Each Party must treat all confidential information owned by the other Party as confidential and must not, without the prior written consent of the other Party, disclose or permit the same to be disclosed to any third person, unless permitted by this Agreement.
	(ii)	Each Party's obligations under this clause P, will survive expiration or earlier termination of this Agreement and will continue until such time as each part of the other Party's confidential information lawfully becomes part of the public domain.

Q.	MISCELLANEOUS
	(i)	Help Base may modify these terms and condition as applying to any Agreement, the pricing structure for any Service or the terms of the operation. Any such modification will be notified to the Customer by email and on the Help Base website. Any use of the Service by the Customer after that publication will constitute an acceptance of that modification.
	(ii)	Help Base and the Customer may agree to a variation of these Terms and Conditions. However, any such Agreement must be in writing.

R.	DEFINITIONS
	In this Agreement, the following definitions apply unless there is a contrary intention: "Confidential Information" means all personal, organisational, commercial, financial, technical, all other commercially valuable information in whatever form and whatever description, including without limitation, unpatented inventions, know-how, trade secrets, formulae, graphs, drawings, designs, written reports, data, software, object code, source code, samples, devices, models and all other materials of whatever description which a Party claims is confidential to itself and over which it has full control and includes all other such information that may be in the possession of a Party's employees or management. The following are exceptions to such information:
	(i)	information which is already in the public domain; or
	(ii)	information which hereafter becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the recipient Party or its representatives; or
	(iii)	information which is or becomes available to the recipient Party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the recipient Party on a non?confidential basis; or
	(iv)	information which is rightfully known by the recipient Party (as shown by its written record) prior to the date of disclosure to it hereunder; or
	(v)	information which is independently developed by an employee of the recipient Party who has no knowledge of the disclosure under this Agreement;
	"GST" means any tax imposed on the supply of goods or services (including without limitation the supply of Intellectual Property) under Commonwealth or State law including but without limitation A New Tax System (Goods and Services Tax) Act 1999 (Cth) or under the laws of any other applicable jurisdiction;
	"Party" means a party to this Agreement and "Parties" shall mean both of them; In this Agreement:
	(a)	words importing the singular include the plural and vice versa;
	(b)	words importing a gender includes all other genders;
	(c)	the word "person" includes a reference to a corporation;
	(d)	headings are for convenience only and shall not affect the interpretation of this Agreement;
	(e)	all monetary amounts referred to in this Agreement shall be deemed to be in Australian currency;
	(f)	the Schedules and Recitals form part of this Agreement; and
	(g)	a reference to a statute, regulation or provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or re-enacted.

END

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Terms And Conditions of Trade