Terms and Conditions

Name: cora Group
Address: Suite 1, Level 1, 16 Lakeside Drive, Burwood East, VIC, 3151, AU
Telephone: 1800 410 418

INTRODUCTION
1. The following terms and conditions (Conditions) are subject to Competition and Consumer Act 2010 (Cth) and other applicable Australian consumer protection laws and regulations. The contractual rights you may be entitled to under these Conditions are in addition to the common law rights you may be entitled to under the Competition and Consumer Act 2010 (Cth) and other applicable Australian consumer protection laws and regulations.

TERMS & DEFINITIONS
In these Conditions:
1. “Carrier” means any person, firm or entity with whom CORA may arrange for the cartage of any Goods the subject of these Conditions and any person who is or shall be a servant, agent or Carrier of such person, firm or entity.
2. “Consignor” means the person authorized by the Customer to act as the Customer’s agent to despatch Goods as requested by the Customer from time to time.
3. “Consignment” shall mean Goods accepted by CORA, from the Customer or any agent or 3rd party nominated by the Customer, together with any containers and packaging supplied by or on behalf of the Customer.
4. “CORA” means cora Group Pty Ltd (ACN 101 552 023).
5. “Customer” means the entity which has appointed CORA for the provision of the Services.
6. “Goods” means the Goods to be transported as part of the Services.
7. “Services” means:
  1. the identification and engagement of Carriers which are suitable for the Customer’s regular freight profile and bespoke / ad hoc delivery requirements;
  2. the negotiation and procurement of pricing and service parameters with Carriers;
  3. the road, rail, air and sea transportation of Goods as required by the Customer and agreed to by CORA (including any incidental storage thereof);
  4. a single point of contact to manage all Customer bookings and delivery enquiries;
  5. performance management of the Carriers and the design of corrective actions, service improvements and / or replacement Carriers to the extent necessary.
  6. provision of Software for the purposes of creating Consignments (as well as tracking and tracing deliveries); and
  7. a consolidated invoice for all Services.
8. Interpretation:
  1. the singular includes the plural and vice versa;
  2. a reference to a person includes a reference to a firm, corporation, other corporate body or legal entity;
  3. a reference to money, “dollar” or “$” is a reference to the lawful currency of Australia;
  4. if a provision of these Conditions would, but for this clause, be unenforceable then the provision must be read down to the extent necessary to avoid that result and if the provision cannot be read down to that extent, it must be severed without affecting the validity and enforceability of the remainder of these Conditions; and
  5. a provision of these Conditions must not be construed to the disadvantage of a party because that party (or its advisers) was responsible for the preparation of these Conditions (or a portion of these Conditions).

SERVICES
1. The Customer may request CORA to provide the Services from time to time.
2. All Services performed by CORA are subject only to these Conditions.
3. The Customer acknowledges CORA will engage Carriers to provide part or all of the Services.
4. CORA reserves the right to refuse to provide the Services without offering explanation for such refusal.
5. The Customer may from time to time engage a Consignor to act on the Customer’s behalf. In such circumstances CORA may request relevant details of the Consignor from the Customer. Any acts or omissions of such notified the Consignor will be deemed to be an act or omission of the Customer.

SERVICE FEES
1. In consideration of the Services, the Customer will pay CORA in accordance with the Customer’s negotiated rate schedules, or such other rates agreed to between the parties from time to time (Service Fees).
2. For services required by the Customer which do not form part of the scope of CORA’s Services (Additional Services), CORA may provide a quotation to the Customer for approval before performing such services.
3. Unless otherwise agreed to in writing by CORA, the Customer must pay CORA’s invoice within fourteen (14) days from the date of the CORA’s valid tax invoice without withhold, set off, deduction or counterclaim.
4. Any claims arising from CORA’s invoices must be clearly submitted by the Customer to CORA in writing within seven (7) working days of receipt of invoice.
5. Funds must be cleared within CORA’s bank account on or before the due date for the Customer’s payment to be deemed as on time.
6. Cheques are not deemed acceptable by CORA unless expressly agreed to in writing prior to the commencement of the Services.
7. If the due date of the Customer’s payment to CORA is on a weekend or public holiday, payment must be submitted and cleared within CORA’s bank account on the business day prior to the weekend or public holiday.
8. If payment is overdue and unless any credit claims have been lodged by the Customer with CORA within seven (7) days from receipt of CORA’s invoice, CORA may charge the Customer interest at the Reserve Bank of Australia indicator rate plus 2% per annum and compounded monthly from the date of the default until CORA receives payment in full. If the calculated interest is less than $25.00, then CORA may charge an administration fee of $25.00 as a late payment surcharge.
9. Unless otherwise agreed by CORA, an administration fee of $19.50 plus GST will be applied to each applicable weekly invoice provided to the Customer by CORA.
10. CORA shall be entitled to the Service Fees and any other valid levies and surcharges when the Goods are loaded and despatched from the Customer’s premises.
11. The Customer will be liable for any additional fees and levies incurred or arising out of the performance of the Services including but not limited to Carrier fuel levies, remote zone surcharges, quarantine surcharges, dangerous goods surcharges, over length surcharges, demurrage, storage, hand unload surcharges, hydraulic tailgate surcharges and re-delivery surcharges. The Customer acknowledges these fees are variable and subject to change without notice.
12. If the Customer fails to transmit its Consignment data via the Software by close of business on the day that the Goods are collected, additional fees may be applicable to the Customer for the manual data entry requirement borne by CORA and its nominated Carrier(s) in lieu of the electronic data transfer.
13. In examples whereby pricing for specific services requested by the Customer is not quoted within the schedule of Services and Service Fees provided by CORA to the Customer:
  1. CORA will provide a quotation upon request from the Customer, either in writing or made available to the Customer via the Software; and
  2. the Customer agrees it will not be entitled to any form of credit or discount for any invoiced Services, which CORA has not quoted specifically to the Customer via the schedule of Service Fees or the methods outlined in clause 4.13.1.
14. CORA will provide a schedule of Service Fees upon request and / or in the event new or additional Carriers are engaged throughout the provision of the Services.
15. Any discount applied to CORA’s scheduled Service Fees is deemed to be forfeited if the invoice remains unpaid fourteen (14) days after the due date. All collection costs including but not limited to legal costs on a solicitor/contractor basis are payable by the Customer in the event of failure to pay CORA’s charges within a reasonable period. The Customer agrees to pay costs incurred by CORA, at a rate set from time to time by CORA, for any copies of documentation or time spent in collating and delivering the same as requested by the Customer although no warranty, either express or implied, is given by CORA that such documentation will exist or has ever existed. No set-off or abatement or deduction is permitted in respect of any of the charges or other monies due to CORA.
16. The Customer will be liable for any merchant or bank fees incurred by CORA resulting from the Customer’s decision to pay the Service Fees by credit card.
17. All valid quotes offered to the Customer in one-off or project specific circumstances, will be provided in writing by CORA to the Customer. For the avoidance of doubt, all written quotations under these conditions remain valid for a period of seven (7) days unless otherwise stated in writing by CORA.
18. CORA reserves the right to vary its charges and trading terms (including these Conditions) from time to time. For the avoidance of doubt;
  1. If the Customer ceases activity on its account for a period of more than eight (8) weeks, then all quoted pricing schedules and Service Fees previously provided by CORA will automatically become invalid, unless agreed to otherwise by CORA in writing.
  2. If the Customer materially reduces its trading activity with CORA or fails to trade to the levels agreed to with CORA upon acceptance of CORA’s initial proposal then, at the discretion of CORA, all quoted pricing schedules and Service Fees previously provided by CORA will become subject to review and potential adjustment.

LIABILITY
1. Neither CORA or its Carriers are not common carriers and accept no liability as such.
2. To the extent permitted by law, CORA excludes all conditions and warranties, liability and responsibility in relation to the Services and for any loss of and/or damage to or deterioration of Goods (including chilled frozen refrigerated or perishable Goods either in storage or transit) or mis-delivery or failure to deliver or delay in delivery of Goods for any reason whatsoever including but not limited to the neglect or wilful act of CORA or others including its Carriers. Should the provisions of the Competition and Consumer Act 2010 apply to these Conditions then the liability of CORA relating to any implied warranties and conditions is restricted to the supply of the Services again or the payment of the cost of having the Services supplied again.
3. CORA will provide reasonable assistance to manage and facilitate the investigation and resolution of any lost, damaged or destroyed Goods, including the provision of a written declaration relating to any lost or damaged Goods resulting from CORA’s provision of the Services, which may assist the Customer in facilitating a claim through its insurer.
4. In the event CORA has agreed to generate a Consignment on the Customer’s behalf, CORA will waive all responsibility and liability for any errors or omissions and the Customer will indemnify CORA from any breaches in chain of responsibility legislation which may arise resulting from CORA’s requirement to make declarations on behalf of the Customer.
5. CORA also excludes liability and responsibility for loss, damage or injury to any person, property or thing during or resulting from the performance or purported performance of or want of performance or breach of these Conditions howsoever caused including but not limited to any negligence, recklessness or wilfulness of CORA or its Carriers. The Customer agrees to free, release, hold harmless, indemnify and keep indemnified CORA from all claims, liabilities, damages, costs and expenses arising out of any matter whatsoever about any aspect of the Goods or the carriage or purported carriage of or storage or purported storage of or failure to carry or store the Goods or in any way arising out of an act or omission or any breach of or failure by CORA to comply with any of its obligations under these Conditions and otherwise howsoever whether such claims, liabilities, damages, costs are expenses be direct or indirect consequential or inconsequential past, present or future.

DELIVERY
1. CORA reserves to itself the determination of the mode of transport and method of handling and storage to be used in the performance of the Services.
2. CORA is authorized to deliver the Goods at and to the address given to CORA by the Customer and it is expressly agreed that CORA shall be taken to have delivered the Goods in accordance with these Conditions if at that address CORA obtains from any person a legible printed name as receipt on a Consignment note and/or run sheet for the Goods.
3. If it appears to CORA and / or its Carrier that no person is in attendance at the delivery address provided by the Customer, CORA and / or its Carrier may organise to:
  1. leave the Goods at the said address if the Customer has provided the authority to leave safe without a delivery signature;
  2. store the Consignment in which case the Customer shall pay or indemnify CORA for all costs and expenses incurred in or about such storage and return of the Consignment to the Customer; or
  3. attempt a redelivery of the Consignment and apply the relevant redelivery charges to the Customer.
4. In the event the Customer has requested and authorised the Carrier to deliver a Consignment safely without a delivery signature, the Customer agrees that the Carrier will use its own discretion to determine it is safe to do so. If the Carrier determines it is not safe or appropriate to deliver the Consignment without a valid signature, the Customer will be liable for redelivery charges.
5. Non-signature of a Consignment note and/or run sheet will not violate CORA right to charge for the delivery.
6. CORA accepts no responsibility for the collection of cash on delivery or any other payments on behalf of the Customer or any other person. When Goods are tendered by any person with instructions for CORA to collect any such payments CORA will make its best efforts to do so but shall not be bound by such instruction and responsibility will remain with the Customer for such collection.
7. The Customer warrants that the Customer is the owner of the Goods, the authorized agent for the owner of the Goods or in some other manner entitled to possess and part with the possession of the Goods the subject of these Conditions and by entering into these Conditions the Customer accepts these Conditions for the receiver and/or for all other persons on whose behalf the Customer is acting.
8. The Customer shall comply with all laws, both State and Federal, relating to the packaging, consigning, carriage and delivery of Goods and shall disclose to CORA the contents of each package or other Goods container upon receipt by CORA of the Goods. The Customer must ensure all information declared within each Consignment is accurate, complete and not misleading including but not limited to taking steps to accurately weigh and measure all Consignments and if required provide reasonable evidence of the same to CORA and/or the Carrier if so requested. The Customer acknowledges and agrees that the declarations of unit volumes and weights within each Consignment will be verified by the Carrier. To the extent there are variations between the Customer’s declarations and the Carriers assessment, the Customer agrees that the adjustments made by the Carrier to the Consignment volumes and weights will be accepted as a full and final confirmation of the Consignment details and adjusted on CORA’s invoice.
9. The Customer warrants that the Consignments will not contain explosive, flammable or dangerous Goods unless specifically agreed to by CORA in writing and the Customer indemnifies CORA from all liability of any nature occurring in consequence or part consequence of the Customer’s failure to comply with this warranty.
10. Where CORA permits the Customer to dispatch Dangerous Goods as part of the Services, the Customer must declare whether any Order will contain explosive, flammable or dangerous Goods and must provide all necessary and applicable United Nations Committee of Experts on the Transport of Dangerous Goods identification numbers and classes and associated documentation (as applicable).
11. The Customer warrants it is fully aware and will comply with all applicable laws when receiving Services under the Chain of Responsibility Legislation.
12. In the event any Carrier fails to or is unable to deliver a Consignment within the scheduled timeframe, CORA may provide contingency options to the Customer and any associated costs to complete the delivery of the Consignment according to the Customer’s requested deadline. In this instance CORA is under no obligation to cover or subsidise the expense of engaging an alternate Carrier to complete the delivery of the Consignment.

TRANSPORT MANAGEMENT SOFTWARE
1. Where the Services require CORA to make transport management software (Software) available to the Customer, CORA will grant the Customer a limited, non-exclusive, royalty-free, non-transferable sublicense to use the Software for the purposes of creating Consignments in accordance with these Conditions (Sublicense);
2. The Customer acknowledges and agrees (as applicable):
  1. CORA has no obligations to provide the Customer with any Software source code or object code;
  2. The Customer shall use its best endeavours to ensure that the Software is secure and protected from access or misuse by any unauthorised persons;
  3. The Customer will immediately notify CORA if it suspects any compromise or unauthorised use of any identification and/or passwords connected to the Software;
  4. The Customer will not make any modifications or improvements to the Software without CORA’s prior written consent;
  5. Requests relating to automated data transfer and / data exchange will be quoted to the Customer on a time and materials basis.
  6. CORA may, in its absolute discretion, modify or update the Software with a more current version or model;
  7. The Customer will not, directly or indirectly, approach or attempt to solicit any licensors or creators of the Software provided by CORA to the Customer during the provision of the Services and for a minimum of twelve (12) months subsequent to the cessation of the Services; and
  8. All rights, title and interests in the intellectual property in the Software and any related documentation (including copies) are and shall remain exclusively owned by CORA or its applicable licensors. The Customer indemnifies CORA from any claims and liability incurred by CORA, arising out of or caused or contributed to by any breach of the Customer’s obligations under this clause.

EQUIPMENT AND CONSUMABLES
1. All hardware (Equipment) required for the consumption of the Services will remain the sole responsibility of the Customer to source and maintain.
2. Where the Services require CORA to supply the Customer with Equipment, unless otherwise agreed:
  1. the Customer will only use the Equipment for the permitted purpose agreed between the parties;
  2. CORA will retain title to the Equipment;
  3. the Customer must not give another person an interest or any form of security over the Equipment without CORA’s consent;
  4. the Customer will be liable for all costs of using the Equipment including any associated consumables;
  5. the Customer is liable for all costs of repairing and replacing the Equipment if the Equipment is stolen, lost, destroyed or damaged. The Customer must immediately notify CORA of such an event occurring; and
  6. if the relationship between the Customer and CORA is terminated for any reason, the Customer must immediately return the Equipment to CORA.

GENERAL
1. These Conditions are governed by the laws of the State of Victoria, and any dispute arising or in connection with these Conditions shall only be brought in Victoria.
2. These Conditions form the entire agreement between the parties with respect to the Services and, unless explicitly stated within any specific provision within these Conditions or otherwise agreed to in writing, these Conditions supersede all earlier understandings and / or agreements. The only terms implied into such Agreement are those implied by mandatory operation of law.
3. In the event of any other conflict between these Conditions (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of these Conditions shall prevail.
4. The Customer will not communicate with the Carrier regarding the Services unless the Customer has received CORA’s prior written consent. For the avoidance of doubt, the Customer will not communicate with the Carrier for any matters with respect to any financial matters relating to the Services.
5. The Customer acknowledges CORA is not responsible for the supply of any pallets necessary for Services including any pallet transfers. The Customer will be responsible for managing the supply and return of all pallets used in the provision of the Services and agrees to comply with the terms of such pallet management arrangements.
6. CORA shall have a general lien upon the Goods in its possession or in the possession of its Carrier under these Conditions for all monies payable to it and if part of the Goods have been delivered, removed or despatched CORA shall have a lien upon the remainder of such Goods for such monies until paid to them.
7. Insofar as it may be permissible by law to do so, if CORA’s charges in respect of any Goods despatched with it or held by it shall be unpaid, CORA shall (after sending notice to the Customer giving one months’ notice of its intention to sell such Goods) have full power to open and examine any part or the whole of the Goods and to sell such Goods or any part thereof by public auction and after deducting the costs in connection with the sale retain and apply the residue of the proceeds of the sale in payment of or towards all charges payable by the Customer to CORA.
8. Without prejudice to any other rights which CORA has under these Conditions, CORA may suspend all or part of the Services for such time or times as CORA reasonably considers necessary where suspension is necessary to address the Customer’s default or the Customer’s failure to remedy any material default specified in a notice issued by CORA.
9. To avoid doubt, no terms and conditions of the Customer will apply to Services even if the Customer purports to include such terms and conditions in any document requesting Services.
10. The Customer acknowledges that CORA may engage a Carrier to perform part or all of the Services and warrants to CORA that it will not:
  1. cause or induce nor seek to cause or induce the Carrier to terminate its contract with CORA;
  2. directly or indirectly, approach or attempt to solicit the Carrier in any capacity which CORA engages to perform the Services, both during the provision of the Services and for a period of six (6) months subsequent to the termination of the Services, unless expressly approved in writing by CORA; and
  3. directly or indirectly, approach or attempt to solicit any member of CORA’s staff, both during the provision of the Services and for a period of six (6) months subsequent to the termination of the Services, unless expressly approved in writing by CORA.
11. In accepting these Conditions, the Customer warrants that it has conducted its own enquiries and relied on its own judgement and not on any representation made by or on behalf of CORA and all such representations are hereby excluded.
12. Insurance will not be arranged by CORA. It is the responsibility of the Customer to ensure that adequate insurance cover is arranged in view of the application of all Conditions upon which CORA accepts Goods for carriage.
13. CORA will endeavour to arrange for insurance of Goods in transit as the Customer’s agent if the Customer requests CORA to do so in writing (in a form prescribed by CORA) and notifying the value of the Goods for the purposes of such insurance. The said insurance shall be at the Customer’s expense both as to premium and as to CORA’s administration charges and in accordance with the conditions of insurance selected by CORA with the insurer selected by CORA.
14. No waiver by CORA of any breach of any term of any agreement with the Customer from time to time shall be deemed to be a waiver of any subsequent breach of any kind.
15. Singular words shall include plural and vice versa.
16. If any clause herein is or becomes void or illegal or unenforceable for any reason, then such clauses shall be rectified and written down in so far as maybe possible so as to be valid and enforceable and to such extent that it is not valid and enforceable shall be severed and omitted from these Conditions which shall otherwise remain in full force and effect.
17. No one clause shall limit the generality of any other clauses.
18. These Conditions bind the Customer and its executor’s administrator’s successors and assigns as the case may be.