1. DEFINITIONS
In these terms and conditions the following shall mean:-
"Agreement" means the agreement comprising the Contract and these terms and conditions.
"Charges" means any charges, fees or other remuneration (excluding GST) payable by the client to the company for Services and/or Goods as specified in the Contract.
"Client" means the company and/or individual specified in the Contract.
"the Company" means LINQ PROMOTIONS [ABN 19 378 965 733]
"Contract" means any contract between the Company and the Client whereby Services and/or Goods are provided by the Company to the Client, on these terms and conditions of business
"Goods" means any goods, materials or products provided by the Company to a client pursuant to a Contract.
"Services" means any services and work provided by the Company to a Client pursuant to a Contract, including any presentation or proposal made by Company.

2. APPLICATION
2.1 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made in respect of the Contract and the Goods and/or Services to be provided pursuant to such Contract.. It shall govern all offers, estimates, quotations, acceptances, contracts and other transactions between the Company and the Client, to the exclusion of all other terms and conditions including those of the Client provided that where in performing the Contract by the provision of Goods, the terms of trading of the suppliers of Goods, including any guarantees and warranties shall apply to the supply of such Goods.
2.2 The provisions of this Agreement may only be varied with the express written consent of the Company and any variations are deemed accepted by the Client by virtue of their inclusion in any document forming part of the Agreement and automatically take effect from the commencement of any Services to be performed or Goods to be delivered.. No variation of the provisions of this Agreement shall be expressed or inferred from a course of dealing.
2.3 No estimate or other proposal (in whatever form) given by the Company or by any of its duly appointed agents constitutes an offer. All orders are accepted by the Company subject to this Agreement.

3. LIMITATION OF LIABILITY
3.1 To the maximum extent permitted by law all conditions and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or otherwise in relation to the supply of the Services and/or Goods or otherwise in connection with this Agreement are expressly excluded.
3.2 The Company shall not be liable to the Client for any loss or damage (including incidental or consequential loss) arising out of any performance, delay or failure to perform by the Company any of its obligations under this Agreement (including as a result any act, omission or negligence and including in relation to the Goods or the performance or non performance of the Service).
3.3 To the maximum extent permitted by law, the Company limits its liability to the Client for any liability which may arise out of or in relation to this Agreement, (whether based in contract, tort, including negligence, or statute) to a maximum amount equivalent to the amount of the Charges payable by the Client less any amount which is recovered (or capable of recovery) by the Client from any third party in respect of any loss or damage.
3.4 The Client shall indemnify the Company against all and any liabilities, claims, damages or losses resulting from any civil claims or proceedings brought against the Company based upon or arising out of any sales promotion material or other work carried out for the Client by the Company and whether as a result of breach of the foregoing provisions or otherwise.

4. PERFORMANCE
4.1 The Company shall not be liable to the Client for any failure or delay in the performance of any obligation under this Agreement caused directly or indirectly war, strike, industrial action, accident, fire, blockade, import or export embargo, natural catastrophes or other cause over which the Company has no reasonable control ("the Force Majeure Events")
4.2 If the Contract between the Company and the Client specifies a time for the performance of the Company's obligations thereunder such time is given by the Company in good faith but shall be treated as an estimate only. Time shall not be of the essence in respect of the Company's obligations under the Contract.
4.3 Should expedited delivery or performance be agreed by the Company and necessitate overtime or other additional cost an additional charge shall be payable by the Client.
4.4 In relation to deliveries of Goods made direct to the Client or its nominee, advice of damage, or partial loss of Goods in transit or of non delivery of Goods or delivery of Goods not complying with the description ordered under the Contract must be given in writing to the Company and to the printer or the carrier (as the case may be) within seven clear days of delivery (or in the case of non delivery within seven clear days of the date delivery was due) and any claim in respect thereof must be made in writing to the Company and the printer or the carrier (as the case may be) within fourteen clear days of delivery (or in the case of non delivery within 14 days of the date delivery was due).
4.5 The Client shall not be entitled to reject the delivery of Goods by reason only of shortfall in or excess numbers of items delivered.
4.6 All other claims must be made in writing to the Company within ten days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been compiled with.
4.7 The Company shall not be liable for any warping or distortion of cardboard paper goods and plastic (being hygroscopic materials subject to variations in temperature and humidity both natural and artificial) and the Company shall not be liable for any variance in the quantities of Goods (being stationary or printed material) which does not exceed 10% of the quantity ordered nor for any shortage of loose sheets.

5. AUTHORITY AND APPROVAL
5.1 The execution of a Contract shall constitute the Client's authority to proceed to the preparation of copy, layouts, artwork, storyboards, scripts, proofs of advertising and other promotional materials including the purchase of materials as necessary.
5.2 The Company shall submit all such work together with any further or revised estimates of the costs of the proposed promotion to the client for specific approval.
5.3 The Client's written approval of the materials and estimates referred to in Clause 5.2 above shall be the Company's authority to proceed with the promotion to the extent agreed to by the client

6. CLIENT'S OBLIGATIONS
6.1 The Client acknowledges that the Charges set out in the Contract are an estimate only and the Client agrees to pay the actual costs incurred by or payable to the Company in the performance of the Services and/or provision of Goods .
6.2 In addition to the Charges the Client shall pay for any additional expense not provided for in the Contract and incurred by the Company as a result of variations or alterations to the Services and/or Goods (or their cancellation) requested by the Client and to which the Company agrees.
6.3 If the Client shall require Services and/or Goods other than those specified in the Contract to be provided by the Company such services and/or Goods shall be the subject of additional charges.
6.4 All work produced whether experimental, preliminary or otherwise at the Client's request will be charged for and the Client agrees to accept such charges.
6.5 The Client shall reimburse the Company all travelling and out-of-pocket expenses incurred in the performance of the Services and the provision of Goods.
6.6 The Client shall return on demand to the Company all Goods not paid for in full within two months of delivery.
6.7 The Client shall inform the Company forthwith:
(i) if any claim, statement or representation in any work to be carried out is, will be, or is likely to be deemed defamatory, in breach of copyright or otherwise constitutes a violation or infringement of the rights of any person, firm or company or in breach of the terms of any Act or provision of the law or is in any other way unlawful; or
(ii) if any claim or trade description in any work comprised in the Services and/or the Goods and submitted by the Company to the Client for approval is false or misleading.
6.8 The Client shall ensure that all information concerning the Client's products or services required by statute or otherwise to be displayed is displayed in accordance with such legislation, and shall be responsible for ensuring the legality of all promotional or other materials prepared on behalf of the Client by the Company or its agents.
6.9 The Client shall be responsible for the selection or approval of Goods to be used in any promotion and shall ensure that all such Goods are entirely suitable for that type of promotion. The Company shall not be liable for any loss incurred by the Client as a result of any use made of the Goods for any purpose other than the purpose for which the Goods are designed.
6.10 The Client shall, prior to any printing or publication or of any use being made by the Client of any copy, Services or Goods provided to the Client by the Company,
(i) approve in writing all such copy, Services or Goods; and
(ii) confirm in writing that such copy Services or Goods are accurate and conform to the terms of the Contract.
6.11 The Client undertakes to the Company that it shall not at any time directly or indirectly solicit or endeavour to entice away from the Company any director, employee or consultant of the Company or employ any former director, employee or consultant of the Company.

7. BILLING AND PAYMENT

7.1 The Company will periodically invoice the Client for Charges incurred and any other additional costs payable under this Agreement.
7.2 The Company may, in its direction, invoice the Client in advance or from time to time for any Services and/or Goods to be provided by the Company.
7.3 The Client must pay the amount stated in the invoice in full (without any set off deductions or withholdings whatsoever) within thirty (30) days from the date of the invoice.
7.4 If a supplier of Goods or Services to the Company requires payment in advance or at various stages of production, the Client shall pay interim invoices in respect of such Goods or Services immediately on presentation by the Company. The Company is entitled to retain all commissions received by it in the purchase of Goods and Services made on behalf of the Client.
7.5 If the Client does not pay the invoice by the due date interest will be chargeable thereon (after as well as before judgement) on a day to day basis at a rate equivalent to an annual rate of 3 per cent above the Westpac Bank Base Rate from time to time until the sum due is paid in full and without prejudice to any other rights of the Company.
7.6 If the Client disputes in good faith an amount in the invoice, the Client must notify the Company in writing setting out the reasons for the dispute and any amount in dispute within 7 days of the date of the invoice. If the dispute cannot be resolved by agreement within 14 days, the Company reserves all rights including the termination or suspension of any Service and/or the withholding of any Goods, until such dispute is resolved. The Company will not be liable for any loss or damage that may be suffered or incurred as a result of the exercise of such rights.
7.7 Unless otherwise expressly stated, all Charges and any additional costs payable by the Client are quoted exclusive of GST and any other tax or duty which may be payable thereon from time to time. The Client agrees that it shall pay GST and other taxes to the Company in respect of the Charges at the same time and in the same manner as the Charges are paid.
7.8 The Company may vary the Charges (and the Client will accept such variations) to reflect any increase in the costs (whether direct or indirect) incurred by the Company in the production or procurement and supply of Services or Goods between the date of the Company's estimate and the date on which such Services are performed and/or Goods delivered.

8. TERMS AS TO QUALITY OF SERVICES
8.1 The Company shall take all reasonable steps to ensure that the Services and/or Goods supplied will be of a standard appropriate to the purpose for which the Services and/or Goods are to be applied and which have been notified to the Company by the Client in writing, provided that where the Goods are obtained from a third party, the Goods are supplied on the basis of the disclaimers and warranties which govern supplies from such third party.
8.2 If the Company has provided in any estimate, quotation or any contractual document any drawing, photographs, illustrations, specifications, statistics, data or descriptive matter relating to the Services and/or Goods to be provided, the same shall be taken as an estimate only. They do not constitute a description of the Services and/or Goods, shall not be taken to be representations made by the Company and are not warranted to be accurate. The Client acknowledges that the sale of the Goods is not a sale by sample.

9. RISK AND TITLE
9.1 Risk in any Goods provided to the Client shall pass to the Client from the time at which they leave the Company's premises for delivery to the Client or its nominee or agent and the Client shall be responsible for insuring the Goods from that time. The Company is not liable for any loss or damage to the Goods in transit.
9.2 Title to any Goods does not pass to the Client until all amounts due to the Company in respect of the Goods have been paid in full. Until title passes to the Client, the Goods will be held by the Client as the Company's bailee and fiduciary agent.

10. GENERAL LIEN
The Company shall, in respect of all unpaid debts due from the Client, have a general lien on all goods and property belonging to the Client in the Company's possession and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as it thinks fit and to apply the proceeds towards such debts.

11. CONFIDENTIALITY
11.1 The Company shall treat in complete confidence all the marketing and sales information and statistics and data supplied by the Client and (save with the prior consent of the Client) shall not (whether before or after termination of this Agreement) disclose any confidential information supplied to it by or on behalf of the Client in connection with any Contract for Services and/or Goods for which payment in full has been received by the Company.
11.2 Notwithstanding the provisions of sub-clause 10.1 above the Client acknowledges the right of the Company to use as it thinks fit such general marketing or advertising intelligence in the field relating to and obtained as a result of the supply of the Services or Goods to the Client.
11.3 The Client shall treat in complete confidence any conceptual work provided by the Company. Any implementation by the Client of a concept or any part of a concept presented by the Company without the appointment of the Company by the Client shall be a breach of these terms and conditions and the Client agrees that it shall pay to the Company as liquidated and ascertained damages a fee of 15% of the total expenditure above and below the line of the concept implementation and any linked activity incurred by the Client in exploiting such concept.

12. COPYRIGHT AND PROPERTY
12.1 The copyright and property in all artwork, copy, storyboards and all other works created and supplied by the Company to the Client for the purposes of any Contract shall remain with the Company unless the Company gives express agreement to the contrary in writing provided always that where the copyright or property aforesaid is vested in a third party such copyright or property shall remain with that third party.
12.2 The Company will retain the copyright in any material or service contained in any presentation made to the Client in competition with any other person.
12.3 If following a presentation a Contract is not made between the Client and the Company and on the termination of a Contract, copyright in and physical ownership of any advertising plans and ideas prepared by the Company shall remain vested in the Company and shall not thereafter be used by the Client regardless of whether or not the physical embodiment of any creative work is in the possession of the Client whether in the form of copy, artwork, plates, films or otherwise and the Client shall makes those available for collection by the Company.
12.4 The Company shall retain the copyright and property in all transparencies supplied by the Company to the Client for the purposes of any Contract and the Client shall be liable and reimburse the Company for any loss or damage whatsoever caused to any of those transparencies so lent to it.
12.5 The Company will keep in its care all sales promotion materials entrusted to it by the Client and forthwith upon completion of the provision of the Services the Company shall be entitled to destroy or otherwise dispose of all such material left in its custody.
12.6 All lithographic reproduction work including, without limitation, positives, negatives and plates will remain the property of the Company.

13. SUSPENSION AND TERMINATION
13.1 The Company may terminate this Agreement by providing at least 7 days written notice to the Client.
13.2 The Client shall only be entitled terminate this Agreement with the prior written consent of the Company and by providing at least 30 days written notice to the Company.
13.3 Notwithstanding anything to the contrary express or implied elsewhere in this Agreement the Company (without prejudice to its other rights) may at its sole discretion either immediately terminate this Agreement or suspend the provision of the Services and/or Goods until further notice on notifying the Client to that effect in writing in the event that one or more of the following occurs namely:-
(i) the Client fails to make any payment due to the Company under this Agreement by the due date;
(ii) the Client defaults in performance or observation of any obligation under this Agreement and, if that breach is remediable, fails to correct the breach within 21 days of written notice from the Company;
(iii) a liquidator (other than for the purposes of amalgamation or reconstruction) trustee in bankruptcy, administrator, receiver, administrative receiver or receiver and manager is appointed in respect of the whole or any part of the assets and/or undertaking of the Client or the Client enters into any arrangement or composition with its creditors or any similar appointment, arrangement or composition is made under any applicable law.
13.4 On termination of this Agreement, all Charges and all other amounts owing by the Client will become immediately due and payable.

14. THE COMPANY AND THIRD PARTIES
14.1 The Company shall act as a principal at law only in those contracts with third parties where it has notified the Client that it is so acting. Subject thereto, the Company shall act as agent of the Client in all contracts with third parties in performing this Agreement.
14.2 Where the Company recommends a supplier (whether a printer, handling house, haulier, warehouse keeper or otherwise) in connection with the provision of the Services and/or Goods under this Agreement, the Client shall satisfy itself as to the suitability of such supplier and the Company shall not be liable to the Client for any costs or losses incurred by the Client which result from a failure caused by the actions or defaults of any approved third party.

15. ADVERTISING STANDARDS
15.1 In order to satisfy the requirements of the Australian Association of National Advertisers (AANA), Advertising Standards Bureau, Commonwealth Law, State or Territory Law and all other codes of advertising standards laid down voluntarily within the advertising and sales promotion industry to ensure that all advertising placed by the Company is legal, decent, honest and truthful and in order to satisfy any statutory requirements and in the interests of the Client, the Company and the public, the Client agrees to supply the Company immediately with objective factual evidence, if so required, in support of any product claims or services claims the Client wishes the Company to make in the Services or Goods. Whereas the Company will use its reasonable endeavours to comply with the aforesaid codes and any other relevant codes, rules or statutes, it shall be the Client's ultimate responsibility to ensure compliance therewith.

16. ASSIGNMENT
The Client shall not transfer or assign in whole or in part its right or obligations under this Agreement without the prior written consent of the Company.

17. SUB-CONTRACTS
The Company may sub-contract the performance of this Agreement or any part thereof.

18. NOTICES
Any notice to be given hereunder shall be in writing and be deemed to have been properly given if served personally by the party giving notice or if sent or delivered to the party concerned by pre-paid recorded delivery letter, telex, cable or facsimile transmission at its address specified in this Agreement or such other addresses as that party may from time to time notify in writing to the other party. Any notice personally delivered to such address shall be deemed to have been given on the date of such delivery. Any notice sent by pre-paid recorded delivery post shall be deemed to have been given 48 hours after posting and notice by telex, cable or facsimile shall be deemed to have been served when the same would first be received in normal business hours in the ordinary course of transmission

19. GENERAL
19.1 The headings in this Agreement are for convenience or reference only and do not affect the interpretation of any Clause.
19.2 The failure or omission of a party at any time to enforce or require the strict observance of or compliance with any provision of this Agreement, or exercise any election or discretion under this Agreement, shall not operate as a waiver of the rights of a party, whether express or implied, arising under this Agreement.
19.3 This Agreement is governed by and must be construed in accordance with the laws of the State of New South Wales for the time being in force and the parties submit to the jurisdiction of the courts and tribunals of that State.
19.4 If any provision of these terms and conditions of business shall to any extent be invalid illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired and each of the provisions of these terms and conditions shall be valid, legal and enforceable to the fullest extent permitted by law.