12.3 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 the Agent 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 established by the PPSA (“PPSR”); (ii) register any other document required to be registered by the PPSA; or (iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii); (b) indemnify, and upon demand reimburse, the Agent for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any items charged ; (c) not register a financing change statement in respect of a security interest without the prior written consent of the Agent; and (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the items and/or collateral (account) in favour of a third party without the prior written consent of the Agent. 12.4 The Agent 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. 12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. 12.6 The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA. 12.7 Unless otherwise agreed to in writing by the Agent, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA. 12.8 The Client must unconditionally ratify any actions taken by the Agent under clauses 11.3 to 11.5. 12.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA. 13. Security and Charge 13.1 In consideration of the Agent agreeing to supply Goods & Services, the Client charges all of its right, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under this contract (including, but not limited to, the payment of any money) and irrevocably authorises the Agent to lodge caveats or other documents or notices to notify and protect that charge. 13.2 The Client indemnifies the Agent from and against all the Agent’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Agent’s rights under this contract. 13.3 The Client irrevocably appoints the Agent and each director of the Agent as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf. 14. Defects, Warranties and the Competition and Consumer Act 2010 (“CCA”) 14.1 The Client must within twenty-four (24) hours of completion inspect, and notify the Agent in writing of any evident defect in the Goods & Services or Incidental Items provided (including the Agent’s workmanship) or of any other claimed failure by the Agent to comply with the description of, or quote for, the Goods & Services which the Agent was to supply. The Client must notify any other alleged defect as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Client must allow the Agent to review the Goods & Services or Incidental Items that were provided. 14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (“Non-Excluded Guarantees”). 14.3 The Agent acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 14.4 Except as expressly set out in this contract or in respect of the Non-Excluded Guarantees, the Agent makes no warranties or other representations including, but not limited to, the quality or suitability of the Goods & Services. The Agent’s liability in respect of these warranties is limited to the fullest extent permitted by law. 14.5 If the Client is a consumer within the meaning of the CCA, then (a) our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Any warranties provided in relation to goods are those of the manufacturer; and (b) the Agent’s liability is limited to the extent permitted by section 64A of Schedule 2. 14.6 If the Agent is required to rectify, re-supply, or pay the cost of re-supplying the Goods & Services under this clause 14 or the CCA, but is unable to do so, then the Agent may refund any money the Client has paid for the Goods & Services but only to the extent that such refund shall take into account the value of Goods & Services and Incidental Items which have been provided to the Client which were not defective. 14.7 If the Client is not a consumer within the meaning of the CCA, the Agent’s liability for any defective Goods & Services or Incidental Items is: (a) limited to the value of any express warranty or warranty card provided to the Client by the Agent at the Agent’s sole discretion; or (b) otherwise negated absolutely. 14.8 Notwithstanding clauses 14.1 to 14.7 but subject to the CCA, the Agent shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of: (a) the Client failing to properly maintain or store any items provided; (b) the Client using the items provided for any purpose other than that for which they were designed; (c) the Client continuing to use any items provided after any defect became apparent or should have become apparent to a reasonably prudent operator or user; (d) interference with the Goods & Services or Incidental Items by the Client or any third party without the Agent’s prior approval; (e) the Client failing to follow any instructions or guidelines provided by the Agent; or (f) fair wear and tear, any accident, weather event, or act of God. 15. Intellectual Property 15.1 Where the Agent has designed, drawn or developed items for the Client, then the copyright in relation to such items shall remain the property of the Agent. Under no circumstances may such designs, drawings and documents be used without express written approval of the Agent. 15.2 The Client warrants that all designs, specifications or instructions given to the Agent will not cause the Agent to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Agent against any action taken by a third party against the Agent in respect of any such infringement. 15.3 The Client irrevocably agrees that the Agent may (at no cost) use for the purposes of marketing or entry into any competition, audio and visual images or the Goods & Services and Incidental Items, including images of surrounding areas at the site. 16. Default and Consequences of Default 16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Agent’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 16.2 If the Client owes the Agent any money the Client shall indemnify the Agent from and against all costs and disbursements incurred by the Agent in recovering the debt (including but not limited to internal administration fees, legal costs and disbursements on a solicitor and own client basis, and bank dishonour fees). 16.3 Further to any other rights or remedies the Agent may have under this contract, if a Client has made payment to the Agent, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Agent under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this contract. 16.4 Without prejudice to any other remedies the Agent may have, if at any time the Client is in breach of any obligation (including those relating to payment) under this contract, the Agent may suspend or terminate the supply of Goods & Services to the Client. The Agent will not be liable to the Client for any loss or damage the Client suffers because the Agent has exercised its rights under this clause. 16.5 Without prejudice to the Agent’s other remedies at law, the Agent shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Agent shall, whether or not due for payment, become immediately payable if: (a) any money payable to the Agent becomes overdue, or in the Agent’s opinion the Client will be unable to make a payment when it falls due; (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. 17. Cancellation 17.1 Without prejudice to any other remedies the Agent may have, if at any time the Client is in breach of any obligation (including those relating to payment) under this contract, the Agent may suspend or terminate the supply of Goods & Services (or any part of them) to the Client. The Agent will not be liable to the Client for any loss or damage the Client suffers because the Agent has exercised its rights under this clause. 17.2 The Agent may cancel any contract to which these terms and conditions apply or cancel delivery of Goods & Services at any time before the preparations for the supply of the Goods & Services has commenced by giving written notice to the Client. On giving such notice, the Agent shall repay to the Client any money paid by the Client for the Goods & Services (less any costs incurred in relation to the intended supply). The Agent shall not be liable for any loss or damage whatsoever arising from such cancellation. 17.3 If the Client cancels delivery of the Goods & Services (or any part of them), the Client shall be liable for any and all costs, expenses and losses incurred (whether direct or indirect) by the Agent as a direct result of the cancellation (including, but not limited to, any loss of profits). 18. Privacy Act 1988 (Cth) 18.1 The Client agrees for the Agent to obtain from a credit reporting body (“CRB”) a credit report containing personal credit information (e.g. name, address, date of birth, occupation, previous credit applications, credit history) about the Client. 18.2 The Client agrees that the Agent may exchange information about the Client with any CRB and with related body corporates for the following purposes: (a) to assess an application by the Client; (b) to notify other CRBs and credit providers of a default by the Client; (c) to exchange information with other CRBs and credit providers to the status of the Client’s credit account , where the Client is in default with other credit providers; (d) to assess the creditworthiness of the Client including the Client’s repayment history. 18.3 The Client consents to the Agent being given a consumer credit report to collect overdue payment on commercial credit. 18.4 The Client agrees that personal credit information provided may be used and retained by the Agent for the following purposes (and for other agreed purposes): (a) the provision of Goods & Services; (b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods & Services; (c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or (d) enabling the collection of amounts outstanding in relation to the Goods & Services. 18.5 The Agent may give information about the Client to a CRB for the following purposes: (a) to obtain a consumer credit report; and/or (b) allow the CRB to create or maintain a credit information file about the Client including credit history. 18.6 The information given to a CRB may include: (a) personal information as outlined in 18.1 above; (b) name of the credit provider and that the Agent is a current credit provider to the Client; (c) whether the credit provider is a licensee; (d) type of consumer credit; (e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested); (f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made or debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and the Agent has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments); (g) information that, in the opinion of the Agent, the Client has committed a serious credit infringement; and/or (h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150). 18.7 The Client shall have the right to request (by e-mail) from the Agent: (a) a copy of the information about the Client retained by the Agent and the right to request that the Agent correct any incorrect information; and (b) that the Agent does not disclose any personal information about the Client for the purpose of direct marketing. 18.8 The Agent will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law. 18.9 The Client can make a privacy complaint by contacting the Agent via e-mail. The Agent will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. If the Client is not satisfied with the resolution provided, the Client can make a complaint to the Office of the Australian Information Commissioner at www.oaic.gov.au. 19. Unpaid Seller’s Rights 19.1 Where the Client has left any item with the Agent for repair, modification, exchange or for the Agent to perform any other service in relation to the item and the Agent has not received or been tendered the whole of any monies owing to it by the Client, the Agent shall have, until all monies owing to the Agent are paid: (a) a lien on the item; and (b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods. 19.2 The lien of the Agent shall continue despite the commencement of proceedings, or judgment for any monies owing to the Agent having been obtained against the Client. 20 Notices 20.1 Any written notice given under this contract shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; (b) by leaving it at the address of the other party as stated in this contract; (c) by sending it by registered post to the address of the other party as stated in this contract; or (d) if sent by email to the other party’s last known email address. 20.2 Any notice that is posted shall be deemed to have been served at the time it was delivered in person, sent by email or left at an address or if posted, after on the fourth business day after posting. 21 Trusts 21.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (Trust) then, whether or not the Agent may have notice of the Trust, the Client covenants with the Agent as follows: (a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund; (b) (the Client has full and complete power and authority under the Trust to enter into this contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity; and (c) the Client will not without consent in writing of the Agent (which will not be unreasonably withheld) cause, permit, or suffer to happen any of the following events: (i) the removal, replacement or retirement of the Client as trustee of the Trust; (ii) any alteration to or variation of the terms of the Trust; (iii) any advancement or distribution of capital of the Trust; or (iv) any resettlement of the Trust’s property. 22. General 22.1 The failure by the Agent to enforce any provision of this contract shall not be treated as a waiver of that provision, nor shall it affect the Agent’s right to subsequently enforce that provision. 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. 22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales. 22.3 Subject to clause 14, the Agent shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Agent of this contract (alternatively the Agent’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods & Services). 22.4 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 the Agent nor to withhold payment of any invoice because part of that invoice is in dispute. 22.5 The Agent may license or sub-contract all or any part of its rights and obligations without the Client’s consent. 22.6 The Client agrees that the Agent may amend these terms and conditions at any time. If the Agent makes a change to these terms and conditions, then that change will take effect from the date on which the Agent notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for the Agent to provide Services to the Client. 22.7 Neither party shall be liable for any default due to any act of God, war, terrorism, pandemic, shortages or materials, Government decrees, proclamations or orders, transport difficulties, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party. 22.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations on it.