Terms

PREAMBLE

1. Preamble

1.1 All Goods and/or Services of Angela Louise Cobham T/A Global Graphic Design & Print, whether gratuitous or not, are supplied subject to these Conditions and:

(a) The provisions of Part I shall apply to the provision of all and any Goods and/or Services.

(b) The provisions of Part II shall only apply to the provision of Printing Services.

(c) The provisions of Part III shall only apply to the provision of Web Development Services.

PART I - GENERAL CLAUSES

2. Definitions

2.1 "GGD&P" shall mean Angela Louise Cobham T/A Global Graphic Design & Print and its successors and assigns.

2.2 "Client" shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by GGD&P to the Client.

2.3 "Guarantor" means that person (or persons), or entity who agrees to be liable for the debts of the Client on a principal debtor basis.

2.4 "Materials" shall mean all data, graphics, pictures, trade marks, Software and other materials to be incorporated in the Client's Web Site (including, but not limited to, user data created by the operation of the Client's Web Site).

2.5 "Goods" shall mean Goods supplied by GGD&P to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by GGD&P to the Client.

2.6 "Services" shall mean all services supplied by GGD&P to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

2.7 "Software" shall mean the programs and other operating information (including documentation) used by a computer.

2.8 "Price" shall mean the cost of the Goods as agreed between GGD&P and the Client subject to clause 4 of this contract.

3. Acceptance

3.1 Any instructions received by GGD&P from the Client for the supply of Goods and/or the Client's acceptance of Goods supplied by GGD&P shall constitute acceptance of the terms and conditions contained herein.

3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of GGD&P.

3.4 The Client undertakes to give GGD&P at least fourteen (14) days notice of any change in the Client's name, address and/or any other change in the Client's details.

4. Price And Payment

4.1 At GGD&P's sole discretion the Price shall be either:

(a) as indicated on invoices provided by GGD&P to the Client in respect of Goods supplied; or

(b) GGD&P's current price at the date of delivery of the Goods according to GGD&P's current Price list; or

(c) GGD&P's quoted Price (subject to clause 4.2 and 19) which shall be binding upon GGD&P provided that the Client shall accept GGD&P's quotation in writing within thirty (30) days.

4.2 GGD&P reserves the right to change the Price in the event of a variation to GGD&P's quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation as a result of increases to GGD&P in the cost of materials and labour) will be charged for on the basis of GGD&P's quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.

4.3 At GGD&P's sole discretion a deposit may be required.

4.4 At GGD&P's sole discretion payment shall be due before delivery of the Goods.

4.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

4.6 Payment will be made by cheque, or by bank cheque, or by credit card (plus a surcharge of up to two percent (2%) of the Price), or by direct credit, or by any other method as agreed to between the Client and GGD&P.

4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

5. Delivery Of Goods

5.1 At GGD&P's sole discretion delivery of the Goods shall take place when the Client takes possession of the Goods at the Client's address (in the event that the Goods are delivered by GGD&P).

5.2 At GGD&P's sole discretion the costs of delivery are included in the Price.

5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then GGD&P shall be entitled to charge a reasonable fee for redelivery.

5.4 GGD&P may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

5.5 The failure of GGD&P to deliver shall not entitle either party to treat this contract as repudiated.

5.6 GGD&P shall not be liable for any loss or damage whatever due to failure by GGD&P to deliver the Goods (or any of them) promptly or at all.

6. Risk

6.1 If GGD&P retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, GGD&P is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by GGD&P is sufficient evidence of GGD&P's rights to receive the insurance proceeds without the need for any person dealing with GGD&P to make further enquiries.

7. Title

7.1 GGD&P and Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid GGD&P all amounts owing for the particular Goods; and

(b) the Client has met all other obligations due by the Client to GGD&P in respect of all contracts between GGD&P and the Client.

7.2 Receipt by GGD&P of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then GGD&P's ownership or rights in respect of the Goods shall continue.

7.3 It is further agreed that:

(a) where practicable the Goods shall be kept separate and identifiable until GGD&P shall have received payment and all other obligations of the Client are met; and

(b) until such time as ownership of the Goods shall pass from GGD&P to the Client GGD&P may give notice in writing to the Client to return the Goods or any of them to GGD&P. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

(c) GGD&P shall have the right of stopping the Goods in transit whether or not delivery has been made; and

(d) if the Client fails to return the Goods to GGD&P then GGD&P or GGD&P's agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods; and

(e) the Client is only a bailee of the Goods and until such time as GGD&P has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for GGD&P; and

(f) the Client shall not deal with the money of GGD&P in any way which may be adverse to GGD&P; and

(g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of GGD&P; and

(h) GGD&P can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

(i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that GGD&P will be the owner of the end products.

8. Personal Property Securities Act 2009 ("PPSA")

8.1 In this clause:

(a) financing statement has the meaning given to it by the PPSA;

(b) financing change statement has the meaning given to it by the PPSA;

(c) security agreement means the security agreement under the PPSA created between the Client and GGD&P by these terms and conditions; and

d) security interest has the meaning given to it by the PPSA.

8.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions:

(a) constitute a security agreement for the purposes of the PPSA; and

(b) create a security interest in:

(i) all Goods previously supplied by GGD&P to the Client (if any);

(ii) all Goods that will be supplied in the future by GGD&P to the Client.

8.3 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which GGD&P may reasonably require to:

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);

(b) indemnify, and upon demand reimburse, GGD&P for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of GGD&P;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of GGD&P; and

(e) immediately advise GGD&P of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

8.4 GGD&P and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

8.5 The Client hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

8.6 The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

8.7 Unless otherwise agreed to in writing by GGD&P, the Client waives its right to receive a verification statement in accordance with section 157 of the PPSA.

8.8 The Client shall unconditionally ratify any actions taken by GGD&P under clauses 8.3 to 8.5.

9. Client's Disclaimer

9.1 The Client hereby disclaims any right to rescind, or cancel any contract with GGD&P or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by GGD&P and the Client acknowledges that the Goods are bought relying solely upon the Client's skill and judgement.

10. Defects

10.1 The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify GGD&P of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford GGD&P an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which GGD&P has agreed in writing that the Client is entitled to reject, GGD&P's liability is limited to either (at GGD&P's discretion) replacing the Goods or repairing the Goods.

10.2 Goods will not be accepted for return other than in accordance with 10.1 above.

11. Warranty

11.1 To the extent permitted by statute, no warranty is given by GGD&P as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. GGD&P shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

11.2 Once accepted by the Client, GGD&P's written quotation shall be deemed to interpret correctly the Client's instructions, whether written or verbal. Where verbal instructions only are received from the Client, GGD&P shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.

11.3 GGD&P shall be under no liability whatever to the Client for any variation (beyond the reasonable control of GGD&P) in colours between the approved prototype and the finished Goods.

12. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts

12.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia(including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.

12.2 Where the Client buys Goods as a consumer these terms and conditions shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer's statutory rights.

13. Intellectual Property

13.1 Drawings, sketches, painting, photographs, designs or typesetting furnished by GGD&P, dummies, models or the like devices made or procured and manipulated by GGD&P and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from GGD&P's original design, or from a design furnished by the Client, remain the exclusive property of GGD&P unless otherwise agreed upon in writing.

13.2 Sketches and dummies submitted by GGD&P on a speculative basis shall remain the property of GGD&P. They shall not be used for any purpose other than that nominated by GGD&P and no ideas obtained there from may be used without the consent of GGD&P. GGD&P shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.

13.3 Where GGD&P has designed or drawn Goods for the Client then the Client undertakes to acknowledge GGD&Ps design or drawings in the event that images of the Goods are utilised in advertising or marketing material by the Client.

13.4 The Client hereby authorises GGD&P to utilise images of the Goods designed or drawn by GGD&P in advertising, marketing, or competition material by GGD&P.

14. Default and Consequences of Default

14.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.

14.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify GGD&P from and against all costs and disbursements incurred by GGD&P in pursuing the debt including legal costs on a solicitor and own Client basis and GGD&P's collection agency costs.

14.3 Without prejudice to any other remedies GGD&P may have, if at any time the Client is in breach of any obligation (including those relating to payment), GGD&P may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. GGD&P will not be liable to the Client for any loss or damage the Client suffers because GGD&P has exercised its rights under this clause.

14.4 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.

14.5 Without prejudice to GGD&P's other remedies at law GGD&P shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to GGD&P shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to GGD&P becomes overdue, or in GGD&P's opinion the Client will be unable to meet its payments as they fall due; or

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

15. Security and Charge

15.1 Despite anything to the contrary contained herein or any other rights which GGD&P may have howsoever:

(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to GGD&P or GGD&P's nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that GGD&P (or GGD&P's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

(b) should GGD&P elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify GGD&P from and against all GGD&P's costs and disbursements including legal costs on a solicitor and own Client basis.

(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint GGD&P or GGD&P's nominee as the Client's and/or Guarantor's true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.

16. Cancellation

16.1 GGD&P may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice GGD&P shall repay to the Client any sums paid in respect of the Price. GGD&P shall not be liable for any loss or damage whatever arising from such cancellation.

16.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by GGD&P (including, but not limited to, any loss of profits) up to the time of cancellation.

17. Privacy Act 1988

17.1 The Client and/or the Guarantor/s (herein referred to as the Client) agree for GGD&P to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by GGD&P.

17.2 The Client agrees that GGD&P may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Client.

The Client understands that the information exchanged can include anything about the Client's creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

17.3 The Client consents to GGD&P being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

17.4 The Client agrees that personal credit information provided may be used and retained by GGD&P for the following purposes (and for other purposes as shall be agreed between the Client and GGD&P or required by law from time to time):

(a) the provision of Goods; and/or

(b) the marketing of Goods by GGD&P, its agents or distributors; and/or

(c) analysing, verifying and/or checking the Client's credit, payment and/or status in relation to the provision of Goods; and/or

(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or

(e) enabling the daily operation of Client's account and/or the collection of amounts outstanding in the Client's account in relation to the Goods.

17.5 GGD&P may give information about the Client to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Client;

(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

17.6 The information given to the credit reporting agency may include:

(a) personal particulars (the Client's name, sex, address, previous addresses, date of birth, name of employer and driver's licence number;

(b) details concerning the Client's application for credit or commercial credit and the amount requested;

(c) advice that GGD&P is a current credit provider to the Client;

(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;

(e) that the Client's overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

(f) information that, in the opinion of GGD&P, the Client has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Clients credit obligations);

(g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more than once;

(h) that credit provided to the Client by GGD&P has been paid or otherwise discharged.

18. Unpaid GGD&P's Rights

18.1 Where the Client has left any item with GGD&P for repair, modification, exchange or for GGD&P to perform any other Service in relation to the item and GGD&P has not received or been tendered the whole of the Price, or the payment has been dishonoured, GGD&P shall have:

(a) a lien on the item;

(b) the right to retain the item for the Price while GGD&P is in possession of the item;

(c) a right to sell the item.

18.2 The lien of GGD&P shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.

19. General

19.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

19.2 If any provisions of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent of that inconsistency.

19.3 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland and are subject to the jurisdiction of the courts of Queensland.

19.4 GGD&P shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by GGD&P of these terms and conditions.

19.5 In the event of any breach of this contract by GGD&P the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

19.6 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by GGD&P.

19.7 GGD&P may license or sub-contract all or any part of its rights and obligations without the Client's consent.

19.8 GGD&P reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which GGD&P notifies the Client of such change. Except where GGD&P supplies further Goods to the Client and the Client accepts such Goods, the Client shall be under no obligation to accept such changes.

19.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

19.10 The failure by GGD&P to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect GGD&P's right to subsequently enforce that provision.

PART II: PRINTING SERVICES

20. Printing

20.1 When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in GGD&Ps opinion, poorly prepared or by the Client's requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.

20.2 All work carried out whether experimentally or otherwise at the Client's request will be charged to the Client.

20.3 Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

20.4 Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at the Clients request for the job.

20.5 Where the performance of any contract with the Client requires GGD&P to obtain Goods or Services from a third party, the contract between GGD&P and the Client shall incorporate and shall be subject to the conditions of supply of such Goods and Services to GGD&P, and the Client shall be liable for the cost in full including GGD&P's margin of such Goods or Services.

20.6 GGD&P is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by GGD&P to match virtual colours with physical colours, GGD&P will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client's computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.

20.7 GGD&P shall not be held liable for inks wearing off through general wear and tear.

21. Proof Reading

21.1 Whilst every care is taken by GGD&P to carry out the instructions of the Client, it is the Clients responsibility to undertake a final proof reading of the Goods. GGD&P shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Clients alterations require additional proofs this shall be invoiced as an extra.

21.2 When style, type or layout is left to GGD&Ps judgement, then the Client makes further alterations to the copy this will be invoiced as an extra.

21.3 While every effort will be taken by GGD&P to match PMS colours, GGD&P will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.

22. Client's Property and Material Supplied by Client

22.1 Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by GGD&P in respect of any such counting or checking requested by the Client.

22.2 In the case of property and materials left with GGD&P without specific instructions, GGD&P shall be free to dispose of them at the end of twelve months after his receiving them and to accept and retain the proceeds, if any, to cover his own costs in holding and handling them.

22.3 Where materials or equipment are supplied by the Client GGD&P accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment.

22.4 Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client deemed necessary by GGD&P to ensure correctly finished work shall be invoiced as an extra.

PART III: DEVELOPMENT OF THE WEB SITE

23. Definitions

23.1 "Prohibited Content" means any content on a Web Site that:

(a) is, or could reasonably be considered to be, in breach of the Broadcast Services Amendment (Online Service) Act 1999 (Cth); the Trade Practices Act 1974 (Cth); or any other applicable law or applicable industry code; or

(b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or

(c) is, or could reasonably be considered to be, in breach of any person's Intellectual Property Rights.

23.2 "Web Site" means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface.

24. Intellectual Property

24.1 Notwithstanding anything herein, the Intellectual Property Rights in GGD&P's Materials and GGD&P's Routines do not vest in the Client and there is no assignment of the Intellectual Property Rights in GGD&P's Materials or GGD&P's Routines to the Client. GGD&P hereby grants to the Client an irrevocable, non-exclusive and non-transferable licence to use and reproduce GGD&P's Materials and GGD&P's Routines for the purposes of this agreement only.

24.2 Where GGD&P has provided Software, GGD&P retains ownership of the Software, but grants a licence to the Client for use of the Software. The Client will use any Software supplied by GGD&P strictly in terms of the licence under which it is supplied and shall not modify, change or copy any such Software. The Client will use any third-party Software supplied by GGD&P, and identified as such, strictly in terms of the licence under which it is supplied.

24.3 Where GGD&P has provided photographic (digital or otherwise) images for the Client, at GGD&Ps sole discretion any such images may be subject to ongoing licence payments for use of such images. The period of any such licence is determined by GGD&P from time to time.

25. What GGD&P Will Do

25.1 Upon approval of the Specifications and Quotation in accordance with this agreement, GGD&P will:

(a) use its best endeavours to develop the Web Site in accordance with the Development Stages; and

(b) to the extent specified in the Specifications, negotiate and procure Third Party Agreements on behalf of the Client.

25.2 If development of the Client's website has been completed and uploaded, but not paid for within thirty (30) days of completion, GGD&P will remove the website until full payment is received.

26. What The Client Will Do

26.1 The Client will, in addition to any other obligations expressed in this agreement, have the following responsibilities:

(a) provision of all data to be incorporated into the Web Site;

(b) provision of logos, designs, graphic and related materials to be incorporated into the Web Site; and

(c) provision of any other information, ideas or suggestions which are to be expressly considered by GGD&P in developing the Web Site.

26.2 The Client will ensure that GGD&P is given such information and assistance as GGD&P reasonably requires to enable GGD&P to construct and maintain the Web Site.

GGD&P will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Web Site which is attributable to:

(a) incorrect information provided by the Client, either pursuant to this clause or otherwise; or

(b) failure by the Client to provide relevant information, either pursuant to this clause or otherwise; or

(c) any 3rd party Materials used by GGD&P in creation of the Web Site.

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