TFI Trade Matching Services

Global Trade Match
Trading Terms and Conditions

1. Definitions

In this Agreement:

‘Agreement’ means this agreement unless otherwise stated.

‘Client’ refers to the customer, and any other party that utilises Trade Facilitators International Pty Ltd for Tradematching Services.

‘Confidential Information’ of a party means any information that a party designates is confidential to itself at the time of disclosure but does not include information to the extent that information is independently developed or known by the other party (including because it is in the public domain) or is required to be disclosed by law.

‘Fees’ means the fees payable by the Client to Trade Facilitators International Pty Ltd.

‘Insolvency Event’ includes the appointment of a liquidator, provisional liquidator, official manager, receiver, receiver and manager, administrator or other like person, a compromise, arrangement, merger, amalgamation reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency or other similar procedure.

‘Intellectual Property Rights’ or 'IPR' means all intellectual property rights, including but not limited to:

(a) patents, copyright, rights in confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in (a).

‘Personal Information’ bears the same meaning as in the Privacy Act 1988.

‘Promote’ means to market, promote and solicit sales but does not include sponsoring or endorsing an organisation, good or service. 'Promotional' has a corresponding meaning.

‘ Prospect’ means a person within Australia to whom Trade Facilitators International Pty Ltd promotes the clients goods or services.

‘ Fee’ means the fee payable by the client to Trade Facilitators International Pty Ltd.

‘ Tradematching Services’ means those responsibilities agreed to between the client and Trade Facilities International Pty Ltd as outlined in the individual contract agreement.

2. Relationship

2.1 Appointment
The Client appoints Trade Facilitators International Pty Ltd as its non-exclusive agent to undertake the agreed responsibilities.

2.2 Limitations
Trade Facilitators International Pty Ltd agrees that it has no authority to bind the Client in contract or otherwise at law, and must not represent that it has such authority.

2.3 Non-exclusive
The Client acknowledges and agrees that Trade Facilitators International Pty Ltd is free to provide services to, and undertake the tradematching responsibilities for, third parties including competitors of the Exporter.

3. Excluded Responsibilities
The Client acknowledges and agrees that in providing tradematching services and performing the agreed responsibilities, Trade Facilitators International Pty Ltd:

(a) does not provide professional advice to the Client and that it must seek its own independent advice on these matters;
(b) does not sponsor or endorse the Client’s Goods and Services;
(c) may open correspondence received by Trade Facilitators International Pty Ltd from, or on behalf of, the Client.

4. Materials and Information

4.1 Materials
The Client must provide Trade Facilitators International Pty Ltd with any literature or samples relating to the Client's Goods or Services which the Client would like Trade Facilitators International Pty Ltd to distribute to Prospects (together 'Materials').

4.2 Information
The Client must promptly and fully respond to any questions which Trade Facilitators International Pty Ltd asks the Client in relation to the Client, the Client's Goods and Services and the Materials so as to enable Trade Facilitators International Pty Ltd to undertake the agreed Tradematching services.

4.3 Acknowledgment
The Client acknowledges and agrees that whilst Trade Facilitators International Pty Ltd may agree to do so, it is not responsible for obtaining customs clearances and any other clearances, licences and permits required for the Client to deliver the Materials and the Client's Goods or Services to Trade Facilitators International Pty Ltd or to Prospects.

5. Standards

5.1 Standard of Information
The Client warrants that any instructions and any answers which it provides to Trade Facilitators International Pty Ltd are sufficient for Trade Facilitators International Pty Ltd to undertake the agreed Tradematching services and are not misleading or deceptive in any way.

5.2 Rights and Authority
The Client warrants that it has all necessary rights, permits and authority to export, market, promote, distribute and sell the Client's Goods and Services within Australia.

5.3 Standards for Materials and Goods and Services
The Client warrants that the Materials and the Exporter's Goods and Services:

(a) have been rendered with due care and skill;
(b) are of merchantable quality and will be fit for the purpose for which they have been provided;
(c) are not dangerous, toxic, explosive or flammable or likely to become so;
(d) are not contaminated, infested, verminous or subject of fungal attack;
(e) do not and will not offend the general public;
(f) are not misleading, deceptive or defamatory; and
(g) comply with all applicable codes of conduct, industry standards, laws and government regulations.

5.4 Client's Exercise of Rights
The Client must at all times exercise it rights and responsibilities under this Agreement in a manner that is consistent with all applicable laws and regulations and does not inconvenience or interfere with the rights of other Trade Facilitators International Pty Ltd customers.

5.5 Rights of Trade Facilitators International Pty Ltd
Trade Facilitators International Pty Ltd may, at any time, by notice in writing to the Client, immediately withdraw any of the Trade Facilitators International Pty Ltd Tradematching services, if Trade Facilitators International Pty Ltd reasonably believes that the Client is in breach of any clause of this agreement.

5.6 Failure to Exercise Rights
The failure of Trade Facilitators International Pty Ltd to exercise its rights under clause 5.5 will not affect Trade Facilitators International Pty Ltd ’s rights under this Agreement.

6. Payment Terms

6.1 Fees
All costings will be assessed on an individual basis and will be agreed to and outlined in the individual contract between Trade Facilitators International Pty Ltd and each client.

6.2 Terms
Payment from non Australian clients will be by telegraphic transfer, payments from Australian companies will be by telegraphic transfer or cheque from a major bank.

7. Intellectual Property Rights

7.1 No Transfer of Intellectual Property Rights
Each party will retain ownership of its Intellectual Property Rights and no Intellectual Property Rights are transferred under this Agreement.

7.2 Intellectual Property Warranty
The Client warrants that any Material it provides to Trade Facilitators International Pty Ltd does not infringe the Intellectual Property Rights of any third party.

8. Confidentiality and Privacy

8.1 Obligations of Confidence
Each party ('Recipient') must in relation to the Confidential Information of the other party ('Discloser'):

(a) keep it confidential;
(b) use it only as permitted under this Agreement and only disclose it to employees, contractors and agents who have a need to know for the purpose of this Agreement;
(c) not copy it or any part of it that is in material form other than as strictly necessary and must mark any such copy 'Confidential (Discloser)';
(d) promptly comply with any request by the Discloser to return or destroy any or all copies of Confidential Information except to the extent required by law to be retained;
(e) implement appropriate security practices against unauthorised copying, use and disclosure (whether that disclosure is oral, in writing or in any other form); and
(f) immediately notify the Discloser if the Recipient becomes aware of any unauthorised copying, use or disclosure in any form or disclosure required by law.

8.2 Privacy
Nothing in this Agreement will be interpreted as requiring Trade Facilitators International Pty Ltd to disclose Personal Information in circumstances where it is not entitled to do so under the Privacy Act 1988.

9. Warranties and Liability

9.1 Consumer Warranties
The Trade Practices Act 1974 and corresponding legislation in other jurisdictions in certain circumstances imply mandatory conditions and warranties into contacts ( ‘Consumer Warranties’). This clause does not exclude or limit the application of any Consumer Warranties or other warranties where to do so:

(a) would contravene the law of the relevant jurisdiction; or
(b) cause any part of this clause to be void.

9.2 Limitation of Liability
Trade Facilitators International Pty Ltd, its directors, officers, employees and suppliers are not liable in contract or otherwise for any direct, indirect, or consequential loss or damage of whatever nature sustained through the utilisation of Trade Facilitators International Pty Ltd’s Tradematching services.

9.3 Insurance
The Client warrants that it has and will maintain appropriate insurance to cover any liability it may incur in relation to this Agreement.

10. Dispute Resolution

10.1 Compliance with this Clause
A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) about this Agreement ('Dispute') unless it has complied with this clause 10.

10.2 Notification
A party claiming that a Dispute has arisen must notify the other party to the Dispute giving details of the Dispute ('Notification').

10.3 Negotiation
On receipt of a Notification each party must negotiate in good faith to resolve the Dispute and, if necessary to resolve the Dispute, involve the Chief Executive Officers or other senior officers of the parties directly in those negotiations.

10.4 Mediation
If the Dispute is not resolved under clause 10.3 within 30 days (or longer period agreed between the parties), the parties must refer the Dispute for mediation by the Australian Commercial Dispute Centre Limited ('ACDC') for resolution in accordance with the Mediation Rules of ACDC in Canberra, Australia.

10.5 Proceedings
If the Dispute is not resolved under clause 10.4 within 60 days after referral (or longer period agreed between the parties) either party may initiate proceedings in a court.

11. End of Agreement

11.1 Initial Term
Unless terminated earlier in accordance with this clause 11, this Agreement will commence on the Start Date and will expire on the End Date as outlined in the individual contract between the Client and Trade Facilitators International Pty Ltd.

11.2 Extension of the Term
At the sole discretion of Trade Facilitators International Pty Ltd, this Agreement may be renewed for subsequent terms of similar duration to the Initial Term. The Client must provide at least 15 days notice in writing prior to the expiry of the Initial Term or of any subsequent term if it wishes to renew the Agreement.

11.3 Right to Terminate
Trade Facilitators International Pty Ltd may terminate this Agreement at any time with immediate effect by giving notice to the Client if:

(a) the Client breaches a material provision of this Agreement;
(b) the Client breaches any other provision of this Agreement; or
(c) any Insolvency Event occurs in relation to the Client.
The Client must immediately notify Trade Facilitators International Pty Ltd if it undergoes an Insolvency Event.

11.4 Exporters right to Terminate
The Exporter may terminate this agreement at any time with immediate effect by giving notice to Trade Facilitators International Pty Ltd at least 15 days prior to the date on which the Fee is payable to Trade Facilitators International Pty Ltd.

11.5 Effects of Termination
After the end of this Agreement:

(a) subject to clause 11.5, all rights granted under this Agreement to the Client will immediately cease and the Client will immediately stop all activities using those rights;
(b) the Client will at its own cost, remove any reference to Trade Facilitators International Pty Ltd and the Trade Mark, including any use on signs, labels, internet sites or other Materials in their possession, power or control (unless otherwise organised);
(c) each party's (the 'first party') right to use Confidential Information of the other party ceases and the first party must immediately at the other party's request and option:
(i) return to the other party;
(ii) destroy and certify in writing to
the other party the destruction
of; or
(iii) destroy and permit the other
party to witness the destruction
of;
all of the other party's Confidential Information in the first party's possession or control;
(d) clauses (Standard for Materials and Goods and Services), (Warranties and Liability) continue; and
(e) accrued rights or remedies of either party are not affected.

12. Return of Materials

12.1 Return to the Exporter
After the end of this Agreement Trade Facilitators International Pty Ltd will return Material in its possession or control to the Client if the Client has paid to Trade Facilitators International Pty Ltd, in advance, the cost which will be incurred by Trade Facilitators International Pty Ltd in doing so.

12.2 Unreturned Materials
If the Client has not paid Trade Facilitators International Pty Ltd to return Material in its possession or control, within a year of the termination or expiration of this Agreement, then the Materials will become the sole property of Trade Facilitators International Pty Ltd.

13. Unexpected Events

13.1 Definition
‘ Unexpected Event’ affecting a party means anything outside that party's reasonable control, including but not limited to, acts or omissions of the other party, fire, storm, flood, earthquake, failure or delay in transportation, act or omission (including laws, regulations, disapprovals or failures to approve) of any third person (including but not limited to subcontractors, governments or government agencies).

13.2 Consequences
If an Unexpected Event affecting a party precludes that party ('precluded party') partially or wholly from complying with its obligations under this Agreement then:

(a) as soon as reasonably practicable after that Unexpected Event arises, the precluded party must notify the other party of the Unexpected Event; and
(b) to the extent and for the period that the precluded party is precluded by the Unexpected Event from complying with its obligations under this Agreement, those obligations will be suspended.

14. General

14.1 Notices
A party notifying or giving notice under this Agreement must give notice in writing, addressed to the other party’s contact specified in the Schedule.

14.2 Relationships
This Agreement does not create a relationship of employment or partnership between the parties.

14.3 Further Action
Each party must do or cause to be done all things necessary or desirable to give effect to, and refrain from doing things that would hinder performance of, this Agreement.

14.4 Assignment
A party must not assign or attempt to assign or otherwise transfer any right arising out of this Agreement without the written consent of the other party.

14.5 Waiver
The failure of a party at any time to insist on performance by the other party of any obligation under this Agreement is not a waiver of its right:

(a) to insist on providing of, or to claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and
(b) at any other time to insist on performance of that or any other obligation of the other party under this Agreement.

14.6 Severability
If part or all of any clause of this Agreement is illegal or unenforceable it will be severed from this Agreement and will not affect the continued operation of the remaining provisions.

14.7 Entire Agreement
This Agreement:

(a) records the entire agreement between the parties;
(b) supersedes all earlier agreements and representations by the parties about its subject matter;
(c) may only be altered in writing signed by both parties.

14.8 Governing Law And Jurisdiction
This Agreement is governed by the laws applicable in Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that Territory.

15. Item Limitations

In all cases of Item Limitations, where there is doubt, the right to final decision, after deliberation, is reserved for the Management of Trade Facilitators International Pty Ltd.

15.1 General Calls received and Messages Sent
All reasonable care will be taken to receive calls and send messages. Trade Facilitators International Pty Ltd staff will not be responsible for the inaccuracies of recorded messages; and hence the possible inaccuracies of messages sent due to this.

15.2 Product Samples and Promotional Material held by Trade Facilitators International Pty Ltd
All goods carried, in transit, stored, warehoused or handled shall be at the sole risk of the Client. No insurance will be effected by Trade Facilitators International Pty Ltd.

15.3 Sending Faxes, Letters and Making Phone Calls
All faxes, letters and phone calls will be undertaken within Australian business hours. The Client accepts that faxes, letters and phone calls will be undertaken with all reasonable care and in a timely fashion, but understands that Trade Facilitators International Pty Ltd has the right to schedule the delivery when it is most convenient for Trade Facilitators International Pty Ltd.

There is an acceptable risk factor provided by the Australian postal system, of approximately 10% of a mail out not reaching the required recipient; due to change of addresses, an old address, or other unforseen circumstances.

15.4 Achieving Sales
It should be noted that Trade Facilitators International Pty Ltd does not purchase or sell products for trading itself, therefore it can in no way guarantee Tradematching success for its Clients.

15.5 Freight Forwarding, Customs and Other Services
In the event that a Tradematching Client utilises Trade Facilitators International Pty Ltd’s group forwarding or customs services, then the Terms and Conditions for that particular licensee would apply.

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