About the service
ASIC Payments is designed to simplify the process for companies in complying with their obligations regarding the ASIC Annual Statement and solvency resolutions for directors. It facilitates payment of the ASIC Annual Review Fee at the same time company directors sign their annual documents.
The service provides convenience for company directors by streamlining compliance with these annual obligations.
Definitions
In these Terms:
Acceptable Use Policy means the acceptable use policy available on our website at www.annature.com.au, as amended from time to time.
ASIC means the Australian Securities and Investments Commission.
Annual Statement means the annual statement sent by ASIC to all registered companies each year which includes an invoice for the Annual Review Fee.
Annual Review Fee means the fee payable by a registered company to ASIC each year by the due date stated on the Annual Statement.
Annature, we, us and our means Annature Pty Ltd ACN 643 595 015.
Confidential Information means any information relating to a party’s business and affairs, the existence or terms of these Terms, information that is confidential by nature or designation, or information that a party knows or ought reasonably to know is confidential.
Payment means the payment made by you to Annature for the Annual Review Fee plus the Service Fee.
Service Fee means the fee levied by Annature for each use of the ASIC Payments.
Payment Processing Platform means the platform used to instruct the Payment Processor to make the Payment to Annature.
Payment Processor means Pinch Payments or any other payment processing service provider we determine from time to time.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes information that identifies or could reasonably identify you.
Privacy Policy means the privacy policy available on our website at www.annature.com.au, as amended from time to time.
Terms means these terms and conditions as varied from time to time.
User means the individual using the ASIC Payments on your behalf.
You or your means the company using the service to make the Payment.
Agreement to be bound
By using Annature’s ASIC Payments, you agree to be bound by these Terms. If you do not agree, you must not use the service.
These Terms may be amended at our discretion. The current version will always be available at www.annature.com.au and we recommend you review them periodically.
By using the service, you represent and warrant that the User is duly authorised to bind the company to these Terms and to make the Payment on its behalf. You also accept full responsibility for the acts and omissions of the User when using the service.
Operation of the service
When you receive a request from your accountant or legal adviser to sign the Annual Statement and solvency resolution, you may opt in to use the ASIC Payments so that Annature can pay the Annual Review Fee to ASIC on your behalf, subject to you making the Payment to us.
If you opt in, Annature will provide access to a portal through which you can make the Payment. The Payment consists of the Annual Review Fee together with the Service Fee. By choosing to use the service, you acknowledge and agree that Annature will charge the Service Fee in consideration for paying the Annual Review Fee on your behalf.
Annature does not collect, handle or store your payment information. If you opt in, you will enter your payment details directly into the Payment Processing Platform and instruct the Payment Processor to make the Payment to our bank account.
Once the Payment Processing Platform confirms successful processing, we will immediately pay the Annual Review Fee to ASIC. We will make this payment from our own funds prior to receiving your Payment in our bank account.
You acknowledge and agree that we do not hold the Annual Review Fee portion of your Payment on trust for you, nor do we transfer those funds to ASIC on your behalf. The service comprises two separate transactions: your Payment to Annature, and Annature’s payment of the Annual Review Fee to ASIC.
Authorisation
By using the service, you authorise Annature to pay the Annual Review Fee to ASIC on your behalf in accordance with these Terms.
You acknowledge that you are not required to use this service and may instead pay the Annual Review Fee directly to ASIC using the information contained in the Annual Statement.
Term and termination
These Terms commence upon your first use of the service and continue until terminated.
Either party may terminate these Terms immediately by written notice to the other party. Termination does not affect provisions intended to survive termination, including those relating to debt collection, limitation of liability, confidentiality, GST and general provisions.
Dispute resolution
If you wish to raise a dispute arising out of or in connection with these Terms, including disputing a transaction made through the service, you must email us at hello@annature.com.au.
Both parties must use reasonable endeavours and act in good faith to resolve the dispute promptly. We will strive to resolve any dispute within twenty-eight business days.
Debt collection
If a Payment does not clear after we have paid the Annual Review Fee, or if you dispute a Payment after we have paid ASIC and the Payment Processor, financial institution or card provider reverses all or part of the Payment, you acknowledge that you owe Annature a debt equal to the amount returned.
You must also reimburse Annature for any reasonable costs incurred in recovering that debt. This includes external fees, legal costs, and internal administrative costs charged at a standard rate of $200 per hour. Internal costs may include time spent determining how the debt arose, reviewing correspondence, updating records, corresponding with third parties, and recording and paying fees incurred as a result of the debt.
You authorise Annature to provide relevant information it holds about you, including contact details, documentation relating to the debt, proof of acceptance of these Terms and proof of payment to ASIC, to third parties (including service providers and your bank) for the purpose of recovering the debt.
Limitation of liability
To the extent permitted by law, Annature excludes all liability for loss or damage, however caused (including by negligence), suffered in connection with your use of the service or arising from the acts or omissions of a Payment Processor. Annature is not responsible for the conduct of any Payment Processor.
Any claim against Annature in connection with the service must be made within five months of you becoming entitled to bring the claim. Any claim not made within that period is absolutely barred.
Annature is not liable for any indirect, special or consequential loss, including loss of revenue, reputation, profits, bargain, anticipated savings or lost opportunities.
However, the parties acknowledge that late fees resulting from our failure to pay the Annual Review Fee in accordance with these Terms, reasonable recovery costs associated with any debt, and interest on any debt at 10% per annum from the date incurred until paid in full are not consequential loss.
Nothing in these Terms limits your rights under the Competition and Consumer Act 2010 (Cth). Where liability cannot be excluded but may be limited, Annature’s liability is limited, at its election, to resupplying the services or paying the cost of having the services supplied again.
Confidentiality
Each party must keep the other party’s Confidential Information strictly confidential, use it solely for the purposes of performing obligations or exercising rights under these Terms, and implement reasonable security measures to protect it from unauthorised access, use or disclosure.
The confidentiality obligations do not apply where information enters the public domain other than through breach, where disclosure is required by law or court order, where disclosure is agreed in writing, where disclosure is made to advisers, officers, employees, contractors, financiers or related bodies corporate for the purpose of performing these Terms, or where disclosure is necessary to enforce these Terms, including for debt recovery.
If confidential information is disclosed in these circumstances, the disclosing party must ensure the recipient keeps it confidential. Each party acknowledges that damages may be an inadequate remedy for breach of confidentiality and that injunctive relief or specific performance may be sought.
GST
Capitalised GST terms have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Consideration for any Supply under these Terms includes GST. If a Supply is a Taxable Supply, the Supplier must provide a Tax Invoice at or before the time payment is due. Where a Tax Invoice is issued, the Supplier warrants that the Supply is a Taxable Supply and that GST will be remitted to the Australian Taxation Office.
Privacy
The Privacy Policy applies to all Personal Information collected by Annature. The current version is available at www.annature.com.au.
Acceptable use
The Acceptable Use Policy forms part of the rights granted to you for use of the service and applies to all users. The current version is available at www.annature.com.au.
Entire agreement
These Terms supersede all previous agreements relating to the service and constitute the entire agreement between the parties. To the extent permitted by law, any prior statement, representation or warranty has no effect unless expressly set out in these Terms.
Severability
If any provision of these Terms is illegal or unenforceable, it may be severed and the remaining provisions will continue in force.
Governing law
These Terms are governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
Assignment
Annature may assign its interest under these Terms by written notice to you. You must not assign or novate your rights or obligations under these Terms without our prior written consent.