GENERAL TERMS AND CONDITIONS OF TRADE

To the fullest extent legally permissible all dealings between the Customer (together with all related and/or associated companies and/or other entities, all successors and/or assigns and in its own capacity and as trustee of each trust of which the Customer is Trustee) [the “Customer”] and WORDSTAMP Pty Ltd A.B.N. 84 629 317 568 (and/or any related and/or associated companies, trusts and/or other entities and/or any successors and/or assigns) whether trading as “WORDSTAMP” and/or otherwise [“WORDSTAMP”] relating to any services provided or to be provided by and/or on behalf of WORDSTAMP [the “Services”] are subject to the following terms and conditions [“these 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 Pty Ltd 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 Pty Ltd does not give cash refunds.

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

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

c) WORDSTAMP Pty Ltd may prior to receipt of any order amend any quotation and notify the Customer accordingly without ramification; d) WORDSTAMP Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd of any facts which might reasonably affect acceptance of the order by WORDSTAMP Pty Ltd 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 Pty Ltd and to be unconscionable, misleading and deceptive.

7. Supply and Delivery: a) WORDSTAMP Pty Ltd 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 Pty Ltd considers it appropriate whether because of any minimum invoice policy or otherwise. b) The Customer agrees that: (i) WORDSTAMP Pty Ltd 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 Pty Ltd for the purpose of providing the Services. c) The Customer agrees: (iii) to pay for so much of any forward order as WORDSTAMP Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd otherwise agrees.

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

10. Exclusions: a) If WORDSTAMP Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd while the Customer is in default under any part of these Terms or in any of its dealings with WORDSTAMP Pty Ltd. c) The Customer agrees to indemnify WORDSTAMP Pty Ltd for all fees and expenses payable to solicitors, mercantile agents and other parties acting on behalf of WORDSTAMP Pty Ltd 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 Pty Ltd may apply any payment in reduction of fees, interest and/or any principal debt in such order of priority as WORDSTAMP Pty Ltd in its discretion deems appropriate. e) The Customer irrevocably authorises the payment directly to WORDSTAMP Pty Ltd of any debt due to the Customer by any debtor of the Customer in reduction of any amount due to WORDSTAMP Pty Ltd under these Terms or otherwise.

12. Indemnity: The Customer fully indemnifies WORDSTAMP Pty Ltd against any claim or loss arising from or related in any way to any dealing between WORDSTAMP Pty Ltd 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 Pty Ltd shall apply.

14. Jurisdiction: The Customer agrees that all dealings with WORDSTAMP Pty Ltd shall 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 Pty Ltd in Melbourne.

15. Credit Limit: Any credit facility or credit limit is an indication only of the intention of WORDSTAMP Pty Ltd at the time. WORDSTAMP Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd 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 Pty Ltd a general lien over all property of the Customer until payment in full of all monies owing to WORDSTAMP Pty Ltd.

19. Force Majeure: WORDSTAMP Pty Ltd 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.