ART-WORK AGENCY STANDARD TRADING TERMS

These are the standard trading terms governing the supply of Products and/or Services by Art-Work Agency Pty Ltd (“AA”, “we” or “us”) of: 2/53 Cronulla

Ave, Mermaid Beach, Qld, 4218, Australia; + 61 438 738 327; and info@art-work.com.au.

1. General

1.1 These standard trading terms apply to all purchases of Products or Services by a customer (“you” or “Customer”) from us. We expressly reject any terms you propose that vary or add to our trading terms.

1.2 These standard trading terms can be varied only in accordance with either changes or additions published by us from time to time about these standard trading terms or by written agreement between us and you expressly stating that the agreement varies these standard trading terms.

The updated trading terms do not apply to any Products or Services you have already ordered from us and we have agreed to supply those Products or Services.

1.3 These trading terms apply notwithstanding any forbearance or failure by us to enforce any of the terms, any course of conduct by AA or the Customer and despite any industry practice to the contrary.

2. Orders

2.1 You will communicate to us the Products and/or Services you seek from us.

2.2 We will then prepare and send to you a Quote for those Products and/or Services.

2.3 You can accept a Quote in writing or in any other way acceptable to us. By accepting a Quote, you are contractually committed to acquire those Products and/or Services set out in the Quote for the Price and you also thereby accept these trading terms.

2.4 You, or your authorised officer, must after accepting the Quote complete and submit a Customer Detail Form via the AA Website. If you submit a Customer Detail Form, then you are deemed to accept the Quote that preceded that submission and accept these trading terms.

2.5 We can cancel an order for Products or Services if you are late in paying for any prior or current delivery of Products or Services or have otherwise breached these trading terms, you are insolvent or enter into any form of bankruptcy or external administration.

3. Price

3.1 You must pay the Price for the Products and Services.

3.2 Upon submission of the Customer Detail Form by you, AA will raise an invoice for 50% of the Price. You must pay this invoice within 14 days of it being sent to you. AA will not commence providing the Services or creating the Products until after this invoice has been paid in full.

3.3 At or before the time of delivery of the Products (or completion of a mural) or Services Output, or final rendering of the Services, to you we will invoice you the balance of the Price for the Products.

3.4 You must pay for the Products or Services within the time indicated in the invoice but no later than within 14 days of the date of the invoice. Your payment must be made without any set-off, discount or by way of exchange of your products or services.

3.5 The Price for the Products excludes the cost of freight; we or the delivery provider will charge you for freight for all deliveries of Products.

3.6 You must pay us in AUD$ or the currency indicated in the invoice.

3.7 If we request that you provide us security for payment (or replacement security from time to time) then you must provide us the security before we

are required to deliver any Products or Services ordered by you.

3.8 If you are late in paying for the Products, then you must also pay to us an administration fee of 10% of the invoice Price plus interest at the monthly rate of 1.5% (compounding monthly). You hereby indemnify us for all costs incurred arising from your default, including all legal costs.

3.9 If you are late in paying any invoice then we can, without notice to you, cease to supply you or cease to supply you on credit.

3.10 You must inform us in writing of any discrepancies in our invoices within 7 days of the invoice date.

3.11 The Price for the Products and/or Services is exclusive of GST. You must pay all GST arising from the supply of the Products and/or Services to you, including delivery.

3.12 Payment can be made by cash, or by cheque, or by bank cheque, or by credit card (but we may in addition to the Price charge you the fees charged by the credit card provider to us), or by direct credit, or by any other method as agreed to between the Customer and AA.

4. Delivery

4.1 We will inform you when the Products or Services Output are ready for delivery to you.

4.2 You can come and collect the Products or Services Output or arrange delivery of the Products or Services Output to you at your cost.

4.3 We make all statements or forecasts of delivery times in good faith, but these are estimates only.

4.4 Other than Artwork or murals, or other Services Output that the Quote indicates will be delivered by means of a physical item (such as where the Quote includes arranging printing of brochures), the Products and Services Output, will be delivered by AA to the Customer by way of Electronic File.

4.5 We are not liable to you for any loss or damage arising directly or indirectly from any delay in delivery of, or failure to deliver, the Products, Services or Services Output, or damage to the Products or Services Output whilst in transit to you. If we are not able to deliver the Products or Services Output to you, then we will notify you.

4.6 We reserve the right to dispatch your order in one delivery or by instalments. Where we deliver in instalments, we will invoice you for each instalment delivered. If we fail to deliver any instalment this does not entitle you to repudiate any remaining instalments.

5. Title & Risk

5.1 The Products and Services Output are at your risk (including responsibility for insurance, or transit insurance) when they are first in your possession or in the possession of the courier or delivery company, who are acting as your agent.

5.2 Until you have paid to us in full the Price for the Products and Services Output (in cleared funds in our nominated bank account) supplied under each invoice:

(a) We are and remain the legal and equitable owner of the Products and Services Output;

(b) You hold the Products or Services Output as a fiduciary bailee for us and you must store the Products and Services Output safely; and

(c) you grant to us, our employees and authorised representatives an irrevocable licence to enter your premises (or any other premises either under your control or where the Products and Services Output are stored on behalf of you) at any time to inspect the Products and Services Output and, if you default in paying for those Products and Services Output, to use reasonable force to take possession of the Products and Services Output without liability for trespass, negligence, payment of any compensation to you, another person or otherwise.

Any exercise of this right is without prejudice to any other rights we may have against you, including the right at all times to make a claim against you for the invoiced Price of the Products and Services Output, when due and payable.

5.3 Clause 5.2 also applies until you have paid all monies owing to us on any account whatsoever, including any costs incurred by us because of your failure to pay or late payment of any such monies and the costs incurred by us in recovering the Products or Services Output from you.

5.4 When we receive payments from you, we are entitled to allocate them to outstanding invoices as we see fit.

5.5 If you pay for Products or Services by cheque, then payment only occurs when all cheques have been presented and cleared in full.

5.6 Where the Artwork consists of a mural, if the Customer fails to pay in full the Price for the mural then, without limiting AA’s other rights (and without detracting from the full Price remaining payable at all times) the Customer grants to AA an irrevocable and perpetual right to enter the premises where the mural is located and paint over all or some of the mural.

5.7 Where the Artwork consists of a mural, the Customer acknowledges and agrees that AA will not paint an anti-graffiti coat over the finished mural and if the Customer wants the benefit of this protection, then it must do so itself.

6. PPSA

6.1 You acknowledge and agree:

(a) that you grant us a Security Interest in the Products and Services Output by virtue of the retention of title under clause 5 ;

(b) the Security Interest secures the Price payable for all Products and Services supplied to you by us;

(c) the Security Interest attaches to the Products and Services Output purchased by you from us at the time risk in the Products and Services Output passes to you; and

(d) that we are entitled to register the Security Interest pursuant to the PPS Law.

6.2 To avoid any doubt, the Parties intend this document to create a purchase money security interest in the Products and Services Output for the purposes of the PPS Law.

6.3 The Security Interest ranks in priority ahead of all other Security Interests over the Products and Services Output.

6.4 You agree to do anything (such as obtaining consents, completing, signing and producing documents and supplying information) which we consider necessary for the purpose of:

(a) ensuring that the Security Interest is enforceable, perfected and otherwise effective;

(b) enabling us to apply for any registration or give any notification (including registering a Financing Statement or Financing Change Statement on the PPSR as a Security Interest and a Purchase Money Security Interest pursuant to the PPSA), in connection with the Security Interest so that it has the priority required by us;

(c) enabling us to exercise any powers in connection with the Security Interest; and

(d) obtaining possession or control of any Products and Services Output for the purpose of perfecting any Security Interest in the Products and Services Output by possession or control for the purposes of the PPS Law.

6.5 You agree not to change your name, or any other details required on the PPSR, without first notifying us in writing.

6.6 Without limiting any other provision of this document, you waive your right to receive any Verification Statement (or notice of any Verification Statement) in respect of any Financing Statement or Financing Change Statement relating to any Security Interest created under this document.

6.7 To the maximum extent permitted by law, you waive any right you may have pursuant to, and hereby contract out of the following sections of the

PPSA: Section 95 (notice of removal of accession) to the extent it requires us to provide you with a notice, Section 125 (obligation to dispose of or retain collateral), Section 130 (notice of disposal) to the extent it requires us to provide you with a notice, Section 132(4) (statement of account if no disposal), Section 135 (notice of retention), Section 142 (redemption of collateral) and 143 (reinstatement of security agreement).

6.8 You and we agree that subject to section 275(7) of the PPSA neither of us will disclose information of the kind described in section 275(1) of the PPSA in response to a request made pursuant to section 275(1) of the PPSA or otherwise.

6.9 You agree to pay our costs of any discharge or necessary amendment of any Financing Statement or Financing Change Statement.

7. Additional Security

7.1 The person who submits the Customer Detail Form on behalf of the Customer acknowledges and agree that they are the Guarantor.

7.2 The Guarantor guarantees to pay AA on demand all moneys owed by the Customer despite; (a) the guarantor not having notice of any neglect or omission on the part of the Customer; (b) no demand for payment being made against the Customer; or (c) any other matter (without limitation) that would otherwise affect the guarantor’s obligations.

7.3 AA may, without any notice to the guarantor and without in any way affecting the guarantor’s obligations, grant time or other indulgence to the Customer for the payment of moneys.

8. Guarantee of Goods and Services

8.1 We guarantee that the Products and Service Outputs are of acceptable quality as defined in the Australian Consumer Law.

8.2 We guarantee that the Services will be rendered with due care and skill.

8.3 Unless you make known to us that the Services are being acquired for a particular purpose or the result you wish the Services to achieve, then we make no guarantee that the Services are fit for any particular purpose or to achieve any particular result.

8.4 The guarantees in clause 8.1 and 8.2 operates for 6 months or the period allowed in the Australian Consumer Law (as if you are a consumer).

8.5 If within 7 days of receipt of the Products or Services Output or us rendering the Services you believe they did not conform to our guarantee, then please contact us at our address, phone number or email address listed at the start of these trading terms.

8.6 Following contact from you pursuant to clause 8.5 , if we believe that any particular Product does not conform to the guarantee in clause 8.1 , then:

(a) at our request (but not otherwise), you must send that Product or Services Output to us (at your cost), at our address listed at the start of these trading terms, together with the original invoice and in the original packaging; and

(b) if we agree that the Product or Services Output does not conform to our warranty, we will (at our option) repair or replace that Product and return it to you (at our cost) or provide you with a refund.

8.7 Following contact from you pursuant to clause 8.5 , if we believe that any Services did not conform to the guarantee in clause 8.2 , then we will render the Services again.

8.8 To the maximum extent permitted by law:

(a) us repairing, replacing or providing a refund for the Products or Services Output pursuant to clause 8.6 (b) is the limit of our liability to you;

and

(b) we are not liable to you or any other person, whether in contract, tort or otherwise, for more than the Price paid by you for the Products or Services Output.

8.9 To the maximum extent permitted by law the limit of our liability to you is:

(a) us supplying the Services again pursuant to clause 8.7 ; or

(b) payment of the cost of having the Services supplied again.

8.10 The guarantee in this clause do not apply, and we are not obliged to repair, replace or provide a refund for any Products or Services Output if:

(a) the Products or Services Output were damaged after risk in them passes to you for a reason not related to a defect, or if the Products or Services Output are lost, destroyed or disposed of;

(b) you or another person undertakes any unauthorised repairs or alterations to the Products or Services Output; or

(c) the Products or Services Output are damaged due to misuse, accident or neglect by you.

8.11 To the maximum extent permitted by law, we are not liable in any circumstances for:

(a) any injury, damage or loss, including consequential damage or loss (including without limitation loss of market, loss of profit or loss of contracts) whether arising directly or indirectly, whether arising in contract, tort, in equity or on some other basis, to people or property arising out of us supplying the Products, Services Output or Services to you including because of any latent or other defects therein; or

(b) any loss of or damage to the Products or Services Output, or caused by the Products or Services Output, whilst in transit.

8.12 Mandatory Statement in favour of Australian Consumers:

“Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service you are entitled:

  • to cancel your service contract with us; and

  • to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with Products. If a failure with the Products or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, then you are entitled to a refund for the Products and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.”

8.13 The benefits to you pursuant to this clause are in addition to the other rights and remedies you may have pursuant to applicable law.

8.14 You must indemnify us for all costs (including legal costs on a solicitor own client basis) we incur arising either during the term of this Agreement from you breaching these standard trading terms, including pursuant to clause 5 , in enforcing these standard trading terms or upon termination.

9. Intellectual Property

9.1 You acknowledge that all IP Rights in the Artwork and Photographs are and remains AA’s sole property, even after delivery of the Artwork and Photographs to you and payment of the Price. We grant to you an irrevocable, royalty free, perpetual, world-wide right to use the IP Rights in the Artwork and Photographs for the purposes contemplated at the time of our Quote, but in no circumstances does that licence extend to the right to reproduce that Artwork or Photographs for commercial purposes (such as creating prints, posters or postcards reproducing the Artwork or parts of it).

9.2 Subject to clauses 9.3 and 9.4 , the IP Rights in the Products (other than the Artwork and Photographs), Services and Services Output becomes the Customer’s property upon payment in full of the Price.

9.3 The IP Rights in the Products (other than the Artwork and Photographs), Services and Services Output is and remains AA’s sole property until you have paid to us in full the Price for the Products and Services.

9.4 The Customer grants to AA an irrevocable, royalty free, perpetual, world-wide right to use the IP Rights in the Products (other than the Artwork) and any of the Customer’s IP Rights of its own (such as its trademark or copyrighted works) embedded in the Works, Services and Services Output so AA and its officers and employees (and the artists who created any of the Products) can market and advertise themselves and AA’s products and services. The Customer also acknowledges and agrees that AA may reference in its marketing and advertising (including on the AA Website) that the Customer is or was a customer of AA’s.

9.5 You must not advertise or use our name, trademarks or other intellectual property in any manner without our prior written consent and must immediately ceasing using them at our request.

9.6 You must keep all information we provide to you that is not commonly known to the public, including the Prices, absolutely confidential.

10. Credit

10.1 The Customer:

(a) represents and warrants that all of the information provided by the Client that lead to the Quote and all information in the Customer Detail Form is true and correct, there is no other information relevant to AA deciding upon the terms of the Quote or whether to provide credit to the Customer and acknowledges that AA will rely upon that information to grant credit to and/or deal with the Customer;

(b) undertakes to promptly provide AA with such further information concerning the Customer as AA may require and to notify AA as soon as the Customer becomes aware of any matter or thing that causes or may cause any part of the information provided by the Customer to be incomplete, incorrect or misleading;

(c) must notify AA in writing of any change to the Customer’s name, the trading address, ownership or management control of the Customer or any other details required on the PPSR, prior to the change occurring;

(d) agrees that the Products or Services Output supplied by AA pursuant to these terms secures the payment of the purchase Price of those Products or Services Output and of any other products supplied by AA;

(e) warrants that the Customer is not Insolvent and can pay its debts as and when they fall due and further that no step has been taken to place the Customer or any person or entity associated with the Customer into bankruptcy, voluntary administration, liquidation, receivership or management;

(f) warrants that the person or people who approves the Quote and/or submits the Client Details Form has full power and authority to do so on behalf of the Customer; and

(g) acknowledges that the credit you seek is commercial credit and is not sought wholly or predominately for personal, domestic or household purposes.

10.2 By submitting the Customer Detail Form, the Customer acknowledges and agrees that AA may:

(a) seek a report about you or the Guarantor from a credit reporting agency;

(b) give a credit reporting agency certain personal information about the Customer or the Guarantor, including personal identifying details; the fact that the Customer has applied for credit and the amount; payments which become overdue for more than 60 days or payments for which recovery steps have commenced; advice that payments are no longer overdue; payments including cheques, credit cards and direct debits which have been dishonoured; court judgments or bankruptcy orders made against the Customer; that, in the opinion of AA, the Customer or the Guarantor has committed a serious credit infringement; and when AA ceases providing Products or Services to the Customer;

(c) seek from or give to, persons (including the Customer’s nominated trade referees, creditors, bankers, financiers, credit providers, mortgage and trade insurers, guarantors and/or credit reporting agencies) reports, information or opinions about the Customer’s or the Guarantor’s credit worthiness, credit standing, credit history or capacity and make any other inquiries as AA considers reasonably necessary for such purposes;

(d) use and disclose information about the Customer to provide the Products or Services requested by the Customer; to tell the Customer about products or services which may be of interest; for internal administration and operations; and for planning, research or marketing;

and

(e) disclose information about the Customer or the Guarantor to government or regulatory bodies or otherwise where this is required or authorised by law; to persons or entities involved in maintaining, reviewing and developing AA’s business systems, procedures and infrastructure; to debt collecting agencies, AA’s partners, agents, contractors and advisers, and otherwise where the Customer consents or as permitted by law.

11. Miscellaneous

11.1 The laws of Queensland, without reference to “choice of law” principles, govern these standard terms of trade. You and we submit to the non-exclusive jurisdiction of the courts of that place.

11.2 Other than clauses 3.2 and 3.4 , time is not of the essence under these standard trading terms.

11.3 A reference to “includes”, “including”, “in particular” or “such as” are to be read as if followed by the words “without limitation”.

11.4 All rights and powers enjoyed by us and any discretion, consent or decision to be made by us pursuant to these standard trading terms may be exercised by us in our absolute discretion and may be given or withheld subject to conditions. All approvals by us are only effective and binding when given in writing by an authorised officer.

11.5 If any provision or part of any provision of these terms is unenforceable (including any of the sub-clauses in clause 5) then it will be severed from the rest and such unenforceability does not affect any other part of such provision or any other provision of these terms.

11.6 You and the Guarantor irrevocably and severally appoint us and our representatives as their attorney (Attorney) to do any or all of the following on your or the Guarantor’s behalf and in your or the Guarantor’s or the attorney's name if the Customer or the Guarantor defaults on their payment obligations to us:

(a) anything which the Attorney considers necessary or expedient to give effect to these trading terms or any other agreement with you or the Guarantor, or to perfect or register these trading terms or any other agreement with you or the Guarantor, including by signing any document for that purpose;

(b) execute and register a caveat over any real property owned by you or the Guarantor to support any debt owing to us pursuant to these trading terms or any other agreement with you or the Guarantor; and

(c) anything which an Attorney is expressly empowered to do under these trading terms or any other agreement with you or the Guarantor.

11.7 You and the Guarantor agree to ratify anything done by the Attorney under this power of attorney. An Attorney may delegate its powers (including the power to delegate) to any person for any period and may revoke the delegation.

11.8 If you are a trustee or if any party gives us a guarantee and indemnity as a trustee, then the following provisions apply:

(a) you shall be personally liable for the performance of all obligations and undertakings under these trading terms and/or under any guarantee given by you;

(b) you warrant that you have full, complete and valid authority pursuant to the trust to enter into the relevant supply contract and/or any relevant guarantee or indemnity;

(c) notwithstanding that there is no reference to a specific trust our rights of recourse shall extend to both your assets personally and the assets of the trust; and

(d) you undertake to us that your rights of indemnity against the trust assets have not been excluded by the provisions of the trust or by any breach of trust or otherwise and that you will not release or otherwise prejudice such rights of indemnity.

12. Definitions

12.1 In these standard terms of supply, the following terms apply:

AA Website means www.art-work.com.au, or such other site operated by AA from time to time.

Artwork means artwork, illustrations, murals, contemporary fine art, printed Photographs, or other like materials created by AA or its contractors.

Branding and Design Services means services of AA to create original branding or designing brochures, catalogues, marketing materials and other materials.

Branding and Design Output means the outcome of AA providing Branding and Design Services, including logos, posters, catalogues, packaging, website and app design, etc.

Consulting Services means various consulting services offered by AA from time to time, including strategy and planning, marketing and sales,product development, brand management, business mentoring, range planning, creative lectures, interactive workshops, social media strategy, etc.

Customer Detail Form means a form to be completed by a Customer providing its details.

Electronic File means an electronic file, such as jpeg, mp4, mov file, press ready PDF, as selected by AA.

GST means any consumption tax imposed by any government or government agency, whether at the point of sale or at some other occurrence, by whatever name, which operates during the time we supply you with Products and includes a goods and services tax, an indirect tax and value added tax.

Guarantor means the person who submits on behalf of the Customer the Customer Detail Form via the AA Website.

IP Rights means copyright and trademarks, and other intellectual property rights.

Photography Services means AA providing to Customers photography or videography services, including styling, coordinating models and all associated steps with a shoot.

Photographs means the photographs and videos created by AA and provided to Customers as a result of providing the Photography Services;

PPS Law means:

(a) the PPSA and any regulation made at any time under the PPSA, including the PPS Regulations (each as amended from time to time); and

(b) any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in paragraph (a).

PPS Regulations means the Personal Property Securities Regulations 2010 (Cth).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register.

Price means the price to be paid by the Customer for Products or Services, as set out in a Quote or as otherwise agreed in writing between AA and the Customer.

Products mean Artwork, Branding and Design Output, and Photographs and any other goods or products, printed materials or other products or materials delivered by us to you pursuant to these standard terms of supply.

Quote means a quote prepared by AA and sent to and accepted by a Customer for the Products and Services set out in that quote, specifying the Price for those Products and/or Services.

Services means services provided by AA to the Customer, including Branding and Design Services, Consulting Services and Photography Services.

Services Output means Design and Services Output and Photographs or other physical products the result of us providing the Services to you.

12.2 In these standard terms of supply, unless the context requires otherwise, the following words and expressions (and grammatical variations of them) have the same meanings given to them in the PPSA or the PPS Regulations (as applicable): Accounts, Accessions, Financing Change Statement, Financing Statement, Purchase Money Security Interest and Verification Statement.