GENERAL TERMS AND CONDITIONS OF TRADE.

ANNE VICTORIA WEBSTER ABN [13 639 267 911], trading as WORDSTAMP.

To the fullest extent legally permissible, all dealings between the Customer (together with all related and/or associated companies and/or other entities, successors and/or assigns, and in its own capacity and as trustee of each trust of which the Customer is trustee) (the “Customer”) and Anne Victoria Webster ABN [13 639 267 911], trading as Wordstamp (the “Supplier” or “Wordstamp”), relating to any services provided or to be provided by or on behalf of Wordstamp (the “Services”), are subject to these terms and conditions (the “Terms”) unless otherwise expressly agreed in writing.

1. Payment: a) Payment shall be made by bank transfer, without deduction and within the credit period stipulated in each invoice or statement. b) The Customer agrees to pay an administration fee of 2% as the liquidated processing cost on credit card payments and/or on payments made outside the credit period stipulated in each invoice or statement.

2. Interest: Interest shall be charged on overdue accounts at the Penalty Interest Rates Act 1983 (Vic) Interest rate plus 2%.

3. Limitation of Liability: a) The Customer agrees to limit any claim to the cost of supply of equivalent Services. b) WORDSTAMP shall not be liable for: (i) any claim, loss or expense which is made after 7 days from the date the Services are provided after which there shall be deemed to have been unqualified acceptance; (ii) any consequential loss and/or any special and/or punitive damages through any fault of WORDSTAMP or otherwise; and/or (iii) any claim in any way caused and/or contributed to by the Customer and/or any third party. c) These Terms shall prevail to the extent of any inconsistency with any other agreement, representation and/or warranty.

4. Cancellations: The Customer agrees a) not to cancel any order without WORDSTAMP’s prior approval; b) that WORDSTAMP does not give cash refunds.

5. Quotations: The Customer agrees that: a) quotations must be in writing;

b) WORDSTAMP shall not be bound by any quotation if an order is not placed within 30 days from the date of quotation;

c) WORDSTAMP may prior to receipt of any order amend any quotation and notify the Customer accordingly without ramification; d) WORDSTAMP shall not be bound by any quotation if it forms the view that the subject matter of the quotation is to form part of a larger transaction or series of transactions with the Customer and if WORDSTAMP also forms the view that those circumstances have substantially and/or materially changed.

6. Placement of Orders: The Customer agrees that: a) if any dispute arises concerning any order (including any question of identity, authority or any phone, fax or computer generated order) the internal records of WORDSTAMP shall be conclusive evidence of what was ordered; b) each order placed shall be and be deemed to be a representation by the Customer made at the time that it is solvent and able to pay all of its debts as and when they fall due; c) when placing any order the Customer shall inform WORDSTAMP of any facts which might reasonably affect acceptance of the order by WORDSTAMP and/or any grant of credit and any failure to do so by or on behalf of the Customer shall be deemed to create an inequality of bargaining position, be deemed to constitute the taking of an unfair advantage of WORDSTAMP and to be unconscionable, misleading and deceptive.

7. Supply and Delivery: a) WORDSTAMP may supply by instalments and/or withhold or cancel supply without ramification where: (i) the Customer is in breach of these Terms; and/or (ii) WORDSTAMP considers it appropriate whether because of any minimum invoice policy or otherwise. b) The Customer agrees that: (i) WORDSTAMP shall not be liable for delay, failure or inability to deliver any Services; and (ii) the Customer shall be solely responsible for the accuracy of all information provided to WORDSTAMP  for the purpose of providing the Services. c) The Customer agrees: (iii) to pay for so much of any forward order as WORDSTAMP  invoices from time to time; (iv) that no delay or failure to fulfil any part of any order shall entitle the Customer to cancel or vary any order or delay or reduce any payment; and (v) to pay WORDSTAMP  any additional charges levied in respect of any delay in the performance of the Customer’s obligations pursuant to any quotation, invoice or statement.

8. Purchase Price: a) In the absence of a binding quotation all sales are made at the price nominated by WORDSTAMP  at the time of delivery. b) All government imposts (including any GST or equivalent) shall be to the Customer’s account. c) Prices exclude government imposts (including any GST or equivalent) unless WORDSTAMP otherwise agrees.

9. Variations: To be binding any variation of these Terms must be approved by WORDSTAMP in writing.

10. Exclusions: a) If WORDSTAMP  publishes material concerning its Services and/or its prices anything so published which is incompatible with these Terms is unless otherwise stated expressly excluded. b) The Customer shall rely on its own knowledge and expertise in selecting any Services for any purpose and any advice and/or assistance given by or for WORDSTAMP  shall be at the Customer’s risk and shall not be or be deemed to be given as expert or adviser nor to have been relied on by the Customer or anyone claiming through the Customer. c) WORDSTAMP shall not be responsible nor liable for: (i) any failure to comply with any special requirements of the Customer or any other person (whether relating to any particular intended use of any Services or otherwise); (ii) document content (including but not limited to any error(s) and/or breach of third party intellectual property rights) once the Customer has approved any document for printing, publication and/or distribution.

11. Default: a) On default or breach of any part of these Terms by the Customer WORDSTAMP may inter alia terminate any contract, retain all monies paid, cease further provision of Services and/or recover all lost profits without prejudice to any other rights and without being liable in any way to any party. b) The Customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against WORDSTAMP  while the Customer is in default under any part of these Terms or in any of its dealings with WORDSTAMP. c) The Customer agrees to indemnify WORDSTAMP  for all fees and expenses payable to solicitors, mercantile agents and other parties acting on behalf of WORDSTAMP in respect of anything instituted or being considered against the Customer whether for debt or otherwise (including all legal costs on an indemnity basis). d) WORDSTAMP may apply any payment in reduction of fees, interest and/or any principal debt in such order of priority as WORDSTAMP in its discretion deems appropriate. e) The Customer irrevocably authorises the payment directly to WORDSTAMP  of any debt due to the Customer by any debtor of the Customer in reduction of any amount due to WORDSTAMP  under these Terms or otherwise.

12. Indemnity: The Customer fully indemnifies WORDSTAMP against any claim or loss arising from or related in any way to any dealing between WORDSTAMP and the Customer and/or arising under these Terms.

13. Other Terms and Conditions: No terms and conditions sought to be imposed by the Customer upon WORDSTAMP shall apply.

14. Jurisdiction: The Customer agrees that all dealings with WORDSTAMPshall be governed by the law applicable in the State of Victoria and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by WORDSTAMP in Melbourne.

15. Credit Limit: Any credit facility or credit limit is an indication only of the intention of WORDSTAMP at the time. WORDSTAMP may vary or withdraw credit at any time at its discretion and without any liability to the Customer or any other party.

16. Waiver: An election by WORDSTAMP not to exercise any of its rights arising as a result of any breach of these Terms shall not constitute a waiver of any rights of WORDSTAMP relating to any other breach.

17. Notice: The Customer agrees that it shall be deemed to have notice of any change to these Terms immediately any change is adopted by WORDSTAMP  and whether or not the Customer has actual notice. The Customer shall be deemed to be bound by any terms and conditions of trade which may be adopted by WORDSTAMP  immediately any change is adopted and notwithstanding any other purported or pre-existing terms and conditions which might otherwise have applied.

18. Security For Payment: The Customer hereby grants to WORDSTAMP a general lien over all property of the Customer until payment in full of all monies owing to WORDSTAMP .

19. Force Majeure: WORDSTAMP shall not be in default or in breach of any contract with the Customer as a result of Force Majeure including any strike or lock-out.

20. Insolvency: a) If the Customer commits or is involved in any act of insolvency the Customer shall be deemed to be in default under these Terms. b) An act of insolvency is deemed to include the appointment of any insolvency practitioner and the calling of any formal meeting of creditors.

21. Severability: Any part of these Terms shall be capable of severance without affecting any other part of these Terms.