Terms and Conditions of Sale 

1. Definitions
   1. Signs Inc. means Signs Incorporated Pty. Ltd. (ABN 68 007 789 031), its successors and assigns or any person acting on its behalf and with authority.Client means any person, body corporate or entity which requests a purchases or orders Goods or Services from Signs Inc. or any authorised representative of such person, body corporate or entity.Delivery has the meaning given to that term in clause 6.1.Goods means any product, material, work or design of Signs Inc. GST has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).Loss means any loss, damage, injury, liability, cost, expense, penalty or charge howsoever arising and whether direct or indirect.Price means the price for the Goods and/or Services as set out in the Quotation.Quotation means any quotation, order or tender submitted by Signs Inc. for estimation or price of Goods and/or Services.Services means all things to be performed by Signs Inc. in accordance with these Terms.Site means the site for delivery and/or installation of the Goods as instructed by the Client.
   1. Terms means these Terms and Conditions of Sale.

• Acceptance
  • By accepting or approving any Quotation, the Client is immediately bound exclusively by these Terms.
  • The Client agrees that these Terms will apply to all orders for Goods and/or Services made by the Client and to all Goods and/or Services supplied by Signs Inc. to the Client.
  • These Terms may only be amended with Signs Inc.’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Signs Inc.
  • Once accepted by the Client, the Quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, Signs Inc. shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.

• Quotation 
  • All Quotations remain open and valid for acceptance within 60 business days from the date of Quotation. 
  • Signs Inc. may vary or withdraw or cancel a Quotation at any time before it is accepted by the Client.  is under no liability to the Client or any third party for Loss resulting Signs Inc. from such variation, withdrawal or cancellation.
  • The Client’s written acceptance of a Quotation is not effective until received by Signs Inc.
  • All Quotations exclude the following unless expressly stated: transportation, insurance, delivery, power supply; fees and charges associated with the power supply or connection of power supply, fees and charges associated with any traffic control or third party property access to Site, any required council application fees, special permits or engineer calculations, alterations to planned scope of works, any problems on Site for installation (including but not limited to hidden obstructions or underground services, such as rock, service drains, electrical, gas or communication services) which cause additional costs for Signs Inc.’s delivery or installation of the Goods or provision of the Services and which were not advised by the Client before the issue of any Quotation. 
  • The Client is responsible for any latent conditions.
  • The Client acknowledges that all Quotations are based on Signs Inc.’s standard labour working hours and does not include labour overtime for completion of manufactured Goods. If the Client requires overtime labour for the provision of Goods and/or Services, then overtime rates will apply. 
  • If the Price is specified as indicative, then the price indicated for the Goods and/or Services is as close as practicable given the detail at hand, but is not conclusive and is subject to change.
  • Once a Quotation is approved and accepted by the Client, the Client may only cancel the accepted Quotation by formal written notice to Signs Inc. by an authorised officer acting on behalf of the Client, and the Client will incur liability for all Signs Inc. costs and expenses incurred as a result of cancellation of the Quotation (including, but not limited to, any loss of profits). 
  • Signs Inc. may cancel any contract to which these Terms apply or cancel delivery of Goods and/or Services at any time before the Goods or Services are delivered by giving written notice to the Client. On giving such notice Signs Inc. shall repay to the Client any money paid by the Client for the Goods and/or Services. Signs Inc. shall not be liable for any Loss arising from such cancellation. 
  • Signs Inc. reserves the right to change the Price if a variation to a Quotation is requested by the Client. Any variation from the plan of scheduled Goods and/or Services or specifications (including, but not limited to, any variation as a result of additional services required due to unforeseen circumstances such as poor weather conditions, limitations to accessing the Site, Site conditions being unfavourable for the Services to commence or be completed, availability of machinery, change in scope of work required, delays or non-approval in obtaining council or local authority permits, or as a result of any increase to Signs Inc.’s cost of materials and labour) will be charged and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
  • At the time the Client places its order, it must advise Signs Inc. of any legal requirements to the extent they relate to the specification of the Goods and/or Services, manufacturing process, labelling, packaging, or documentation. If Signs Inc. is able to do so, it will comply with such requirements to the extent set out in the Quotation. Signs Inc. reserves the right to increase the Price to cover the reasonable cost of complying with any such requirements.
  • All Quotations are based on the use of industry standard grade products and materials for the types of Goods and/or Services to be provided and the Client accepts all risks associated with the use of those products and materials.
  • Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Signs Inc. an amount equal to any GST Signs Inc. must pay for any supply by Signs Inc. under this or any other agreement for the sale of the Goods and/or Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

• Payment
  • Payment to Signs Inc. must be made in full without any deductions or restrictions for any set offs or counter claims by the Client on the due date advised in the invoice from Signs Inc.
  • Payment of the amount specified by Signs Inc. in the Quotation must be made to Signs Inc. no later than 14 days from the date of the invoice issued by Signs Inc. to the Client.
  • Any new client where no prior trading history has been established or any client that Signs Inc. is not 100% satisfied that the Client will be able to fully make payment when it falls due the following will apply: 
    • For all quotes Signs Inc. requires a deposit of 50% of the Price pre-GST. Final payment will be required prior to the installation . If the client has no trading history, we may require 100% before any work will proceed.
    • Other deposit terms maybe negotiated subject to value of the project.

Such prepayments are to be paid prior to the commencement of any work by Signs Inc. following approval or authorisation of a Quotation. 

• Signs Inc. holds final discretion regarding the amount of any prepayments or a deposit the Client must pay. This is subject to change at any time without notice by Signs Inc. depending on the specific circumstances of the Client.
  • If any payments are not made by the Client to Signs Inc. when they are due and payable, Signs Inc. reserves the right to suspend provision of the Goods and/or Services until such time that all monies owned to Signs Inc. is paid in full. 
  • If the Client pays an invoice with a credit card, a 2.5% surcharge on the Price will be payable in addition to the Price. 
  • Receipt by Signs Inc. 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.
  • Payment to Signs Inc. must be made by the Client, in the amount specified in any progress claims within 14 days of invoice of the progress claim. 
  • 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 Signs Inc. nor to withhold payment of any invoice because part of that invoice is in dispute.

• Delivery & Installation
  • Delivery of the Goods and/or Services is taken to occur at the time that (as applicable): 
    • the Client or the Client’s nominated carrier takes possession of the Goods at Signs Inc.’s address; or
    • Signs Inc. (or Signs Inc.’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address; and
    • installation of Goods is complete.
  • In the event that the Client fails to provide delivery or installation instructions within 10 business days of a request issued by Signs Inc. for such information, Signs Inc. will reserve right to charge for storage of the Goods pending delivery advice.
  • At Signs Inc.’s sole discretion the cost of Delivery is included in the Price or for urgent orders the cost of Delivery is in addition to the Price. 
  • The Client must take Delivery by receipt or collection 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 Signs Inc. shall be entitled to charge a reasonable fee for redelivery and/or storage.
  • Where installation is part of the Services to be provided and such installation is delayed or fails to occur (due to factors including, but not limited to, failure on the Client’s behalf to secure appropriate permits or approvals), then the Client shall be responsible for payment of any Services and/or supply of Goods. Where Signs Inc. is required to store the Goods until such time that installation can be effected, a reasonable fee for storage may be charged by Signs Inc. If the completion or delivery of the Goods/Services is delayed or put on hold by the Client for over 4 weeks, Signs Inc. may invoice the Client for work it has completed up until the date of the delay or the hold by the Client.
  • Signs Inc. may Deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these Terms.
  • Any time or date for Delivery given by Signs Inc. to the Client is an estimate only. The Client must still accept delivery of the Goods even if late.
  • Signs Inc., its officers, employees, contractors and agents will not be liable for any Loss in connection with any delay in Delivery of Goods and/or Services by Signs Inc. or its agents or contractors for whatsoever reason.
  • The Client shall not be relieved from any obligation to accept or pay for material by reason of any delay in Delivery.
  • The Client must ensure that Signs Inc. has clear and free access to the installation site at all times to enable them to undertake the Services. Signs Inc., its officers, employees, contractors and agents shall not be liable for any Loss to the Site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the gross negligence of Signs Inc.

• Title
  • Signs Inc. and the Client agree that ownership of the Goods shall not pass until:
    • the Client has paid Signs Inc. all amounts owing to Signs Inc.; and
    • the Client has met all of its other obligations to Signs Inc.
  • It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 6.1:
    • the Client is only a bailee of the Goods and must return the Goods to Signs Inc. on request;
    • the Client holds the benefit of the Client’s insurance of the Goods on trust for Signs Inc. and must pay to Signs Inc. the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;  
    • the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Signs Inc. and must pay or deliver the proceeds to Signs Inc. on demand;
    • the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Signs Inc. and must sell, dispose of or return the resulting product to Signs Inc. as it so directs;
    • the Client irrevocably authorises Signs Inc. to enter any premises where Signs Inc. believes the Goods are kept and recover possession of the Goods.
  • Signs Inc. may recover possession of any Goods in transit whether or not Delivery has occurred. 
  • The Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Signs Inc. 
  • Signs Inc. may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

• Risk
  • Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
  • If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Signs Inc. is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms by Signs Inc. is sufficient evidence of Signs Inc.’s rights to receive the insurance proceeds without the need for any person dealing with Signs Inc. to make further enquiries. 
  • If the Client requests Signs Inc. to leave Goods outside Signs Inc.’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left as instructed by the Client at the Client’s sole risk.
  • All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.
  • Where the performance of any contract with the Client requires Signs Inc. to obtain Goods or Services from a third party, the contract between Signs Inc. and the Client shall incorporate and shall be subject to the conditions of supply of such goods and services to Signs Inc., and the Client shall be liable for the cost in full including Signs Inc.’s margin on such goods or services.
  • Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, especially bought at its request for the Services.
  • Signs Inc. shall be under no liability whatever to the Client for any variation (beyond the reasonable control of Signs Inc.) in colours between the approved prototype and the finished Goods.
  • While every effort will be taken by Signs Inc. to match PMS colours, Signs Inc. 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.
  • Whilst every care is taken by Signs Inc. to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods. Signs Inc. shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Client’s alterations require additional proofs this shall be invoiced as an extra.
  • All author’s corrections on and after the first proof including changes in styles are chargeable.
  • Signs Inc. is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Signs Inc. to match virtual colours with physical colours, Signs Inc. 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 the final invoice.
  • Signs Inc. shall not be held liable for inks wearing off through general wear and tear. 
  • In the case of property and materials left with Signs Inc. without specific instructions, Signs Inc. shall be free to dispose of them at the end of six (6) months after receiving them and to accept and retain any proceeds gained from such disposal to cover Signs Inc.’s costs in holding and handling such items.
  • Where materials or equipment are supplied by the Client for the provision of Services Signs Inc. shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the Services.
  • Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by Signs Inc. to ensure correctly finished work shall be invoiced as an additional cost.
  • The Client acknowledges and accepts that the Goods supplied by Signs Inc. may experience shrinkage or may move after installation/application, which is considered normal practice for these types of Goods and thereby not covered by Signs Inc.’s as a defect or under warranty. Signs Inc., its officers, employees, contractors and agents shall not be liable for any Loss in this event.
  • The Client accepts that the in the event that a vehicle is stored for any period on Signs Inc.’s premises that it is done so at the Client’s own risk and it shall be the Client’s responsibility to ensure their vehicle and its contents are insured adequately or at all. Signs Inc., its officers, employees, contractors and agents shall not liable in the event of any apparent Loss to personal/valuable items left in the vehicle.
  • The Client acknowledges that Signs Inc. can only provide its Services on a vehicle in its current state as supplied to Signs Inc.  Signs Inc. shall not accept any responsibility for the workmanship of any third party that has worked on a Client’s vehicle prior to any Services being undertaken by Signs Inc. (including, but not limited to, poor paintwork or repairs).
  • All unfixed products on Site and location shall be at the Client’s own risk and Signs Inc., its officers, employees, contractors and agents will not be responsible or liable for any Loss caused as a result of the unfixed product.

• Product Design, Specifications & Variation
  • The Client is solely responsible for the correctness of any information it provides to Signs Inc. regarding product design, scope of works and specifications of the Goods and/or Services.
  • Signs Inc., its officers, employees, contractors and agents will not be liable for any Loss in connection with Client supplied design plans and specifications for the Goods and/or Services that do not meet Australian standards which are manufactured by Signs Inc.
  • Any variations to the Goods and/or Services need to be formally presented in writing to Signs Inc. After review of the variations indicated in writing, the Client will be liable to pay all costs incurred by Signs Inc. in performing the additional work or any alterations of work in progress.
  • The Client will grant reasonable time frame extensions to the additional work and labour required to meet the requested variations to the Goods and/or Services.

• Product progress & completion
  • The Client agrees that Signs Inc. shall not be liable for any Loss for any failure to commence or complete the Goods and/or Services by the estimated dates provided to the Client.
  • The Client agrees that estimations of completion dates will be based on: the provisions of full cooperation from the Client; any goods from other suppliers; access to the site location for the purpose of installation of the Goods (as applicable); any necessary council or government permits or approvals which is the Clients sole responsibility unless otherwise expressly stated.
  • Signs Inc. will make all attempts and effort to carry out the agreement of service between them and the Client.
  • If due to any event, Signs Inc. is unable to fulfil any contract or agreement of service, Signs Inc. will not be liable for any Loss which the Client may suffer.
  • Signs Inc. maintains all rights to provide written notice to the Client to terminate the Quotation or extend the time for the process and provision of the Goods/or Services.

1. Indemnity
   1. The Client agrees to fully indemnify and keep indemnified Signs Inc., its officers, employees, contractors and agents from and against all liability, loss, damage, expense, cost (including legal costs on a full indemnity basis), expenses, injury, claim, demands, actions or suits arising from or in connection with:
      1. Signs Inc.’s provision of the Goods and/or Services;
      1. any loss or damage to any property or death or injury to any person or persons in connection with the supply to and the use by the Client of the Goods and/or Services;
      1. infringement by Signs Inc. of any intellectual property rights of any person.
   1. To the extent that the liability of Signs Inc. under these Terms is not otherwise limited or excluded, and to the extent permitted by law, the total liability of Signs Inc., whether in tort (including negligence), contract, statute or otherwise, for any loss, damage or injury arising directly or indirectly from any defect in the Goods and/or Services or any other breach of Signs Inc.’s obligations under these Terms shall be limited to the Price.  
   1. To the maximum extent permitted by Law, Signs Inc. is not liable to the Client, whether under, arising out of or in any way connected with these Terms or a Quotation including, without limitation, by way of indemnity, for breach of contract, for tort (including negligence), in equity, under statute or otherwise for any loss of profit, anticipated loss of profit or revenue, loss of revenue, loss of production, loss of opportunity, loss of business or business interruption, damage to reputation, or loss that does not arise naturally according to the usual course of things.
   1. This clause 10 survives termination of any Quotation and/or these Terms.

1. Intellectual Property
   1. Where Signs Inc. has designed, drawn or developed Goods and/or Services for the Client, then the copyright in any designs and drawings and documents shall remain the property of Signs Inc.
   1. The Client warrants to Signs Inc. that all designs, specifications or instructions given by the Client to Signs Inc. will not cause Signs Inc. to infringe any intellectual property (including copyright, design, patent, trademark, trade, business, company or domain name, or know-how inventions, processes (whether in writing or recorded in any form)) of any party.
   1. Sketches and drawings submitted by Signs Inc. on a speculative basis shall remain the property of Signs Inc. They shall not be used for any purpose other than that nominated by Signs Inc. and no ideas obtained there from may be used without the consent of Signs Inc. Signs Inc. shall be entitled to compensation from the Client for any unauthorised use of such sketches and drawings.
   1. The Client agrees that Signs Inc. may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Signs Inc. has created for the Client.
   1. The Client agrees that Signs Inc. shall be entitled to: a) reproduce, display and publish Goods/Services produced for the Client for Signs Inc.’s own self-promotional and marketing purposes, and b) be credited with authorship of the Goods in connection with such uses.
   1. This clause 11 survives termination of any Quotation and/or these Terms.

1. Security and Charge
   1. In consideration of Signs Inc. agreeing to supply the Goods and/or Services, the Client charges all of its rights, 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 these Terms (including, but not limited to, the payment of any money). 
   1. The Client indemnifies Signs Inc. from and against all Signs Inc.’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Signs Inc.’s rights under this clause.
   1. The Client irrevocably appoints Signs Inc. and each director of Signs Inc. as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12including, but not limited to, signing any document on the Client’s behalf.

1. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
   1. The Client must inspect the Goods/and Services on Delivery and must within seven (7) days of delivery notify Signs Inc. in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Signs Inc. to inspect the Goods.
   1. 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 (Non-Excluded Guarantees).
   1. Signs Inc. acknowledges that nothing in these Terms purports to modify or exclude the Non-Excluded Guarantees. 
   1. Except as expressly set out in these Terms or in respect of the Non-Excluded Guarantees, Signs Inc. makes no warranties or other representations under these Terms including but not limited to the quality or suitability of the Goods and/or Services. Signs Inc.’s liability in respect of these warranties is limited to the fullest extent permitted by law. 
   1. If the Client is a consumer within the meaning of the CCA, Signs Inc.’s liability is limited to the extent permitted by section 64A of Schedule 2.
   1. If Signs Inc. is required to replace the Goods under this clause or the CCA, but is unable to do so, Signs Inc. may refund any money the Client has paid for the Goods.
   1. If the Client is not a consumer within the meaning of the CCA, Signs Inc.’s liability for any defect or damage in the Goods and/or Services is:
      1. limited to the value of any express warranty or warranty card provided to the Client by Signs Inc. at Signs Inc.’s sole discretion;
      1. limited to any warranty to which Signs Inc. is entitled, if Signs Inc. did not manufacture the Goods;
      1. otherwise negated absolutely. 
   1. Subject to this clause 13, returns will only be accepted provided that:
      1. the Client has complied with the provisions of clause 13.1; and
      1. Signs Inc. has agreed that the Goods are defective; and
      1. the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
      1. the Goods are returned in as close a condition to that in which they were delivered as is possible.

1. Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, Signs Inc. shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
   1. the Client failing to properly maintain or store any Goods; 
   1. the Client using the Goods for any purpose other than that for which they were designed; 
   1. the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user; 
   1. the Client failing to follow any instructions or guidelines provided by Signs Inc.;
   1. fair wear and tear, any accident, or act of God.

1. Default and Consequences of Default
   1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 5 percent (5%) per calendar month (and at Signs Inc.’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
   1. If the Client owes Signs Inc. any money the Client shall indemnify Signs Inc. from and against all costs and disbursements incurred by Signs Inc. in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Signs Inc.’s contract default fee, and bank dishonour fees).
   1. Further to any other rights or remedies Signs Inc. may have under these Terms, if a Client has made payment to Signs Inc., 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 Signs Inc. under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this agreement.
   1. Without prejudice to any other remedies Signs Inc. may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these Terms Signs Inc. may suspend or terminate the supply of Goods and/or Services to the Client. Signs Inc., its officers, employees, contractors and agents will not be liable to the Client for any Loss the Client suffers because Signs Inc. has exercised its rights under this clause.
   1. Without prejudice to Signs Inc.’s other remedies at law Signs Inc. shall be entitled to cancel all or any part of any Quotation which remains unfulfilled and all amounts owing to Signs Inc. shall, whether or not due for payment, become immediately payable if:
      1. any money payable to Signs Inc. becomes overdue, or in Signs Inc.’s opinion the Client will be unable to make a payment when it falls due; 
      1. 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
      1. a receiver, manager, liquidator (provisional or otherwise) 
         or similar person is appointed in respect of the Client or any 
         asset of the Client.
         

1. Personal Property Securities Act 2009 (“PPSA”)
   1. In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
   1. Upon assenting to these Terms, the Client acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Client to Signs Inc. for Services – that have previously been supplied and that will be supplied in the future by Signs Inc. to the Client.
   1. The Client undertakes to:
      1. 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 Signs Inc. may reasonably require to;
         1. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
         1. register any other document required to be registered by the PPSA; or
         1. correct a defect in a statement referred to in clause 15.3(a)(i) or 15.3(a)(ii);
      1. indemnify, and upon demand reimburse, Signs Inc. 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;
      1. not register a financing change statement in respect of a security interest without the prior written consent of Signs Inc.;
      1. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Signs Inc.;
      1. immediately advise Signs Inc. 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.
   1. Signs Inc. and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms.
   1. The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
   1. The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
   1. Unless otherwise agreed to in writing by Signs Inc., the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
   1. The Client must unconditionally ratify any actions taken by Signs Inc. under clauses 15.3 to 15.5.
   1. Subject to any express provisions to the contrary nothing in these Terms is intended to have the effect of contracting out of any of the provisions of the PPSA. 

1. Privacy Act 1988
   1. The Client agrees for Signs Inc. to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Signs Inc.
   1. The Client agrees that Signs Inc. may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
      1. to assess an application by the Client; and/or
      1. to notify other credit providers of a default by the Client; and/or
      1. 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
      1. to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
   1. The Client consents to Signs Inc. being given a consumer credit report to collect overdue payment on commercial credit.
   1. The Client agrees that personal credit information provided may be used and retained by Signs Inc. for the following purposes (and for other agreed purposes or required by):
      1. the provision of Goods and/or Services; and/or
      1. analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods and/or Services; and/or
      1. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
      1. enabling the collection of amounts outstanding in relation to the Goods and/or Services.
   1. Signs Inc. may give information about the Client to a CRB for the following purposes:
      1. to obtain a consumer credit report; 
      1. allow the CRB to create or maintain a credit information file about the Client including credit history.
   1. The information given to the CRB may include:
      1. personal information as outlined in 16.1 above;
      1. name of the credit provider and that Signs Inc. is a current credit provider to the Client;
      1. whether the credit provider is a licensee;
      1. type of consumer credit;
      1. 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);
      1. 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 and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Signs Inc. has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
      1. information that, in the opinion of Signs Inc., the Client has committed a serious credit infringement;
      1. advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
   1. The Client shall have the right to request (by e-mail) from Signs Inc.:
      1. a copy of the information about the Client retained by Signs Inc. and the right to request that Signs Inc. correct any incorrect information; and
      1. that Signs Inc. does not disclose any personal information about the Client for the purpose of direct marketing.
   1. Signs Inc. 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 agreement or is required to be maintained and/or stored in accordance with the law. 
   1. The Client can make a privacy complaint by contacting Signs Inc. via e-mail. Signs Inc. 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. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

1. Force Majeure
   1. The due performance of the provision of Goods/Services to a Client is subject to variations or cancellation owing to an act of God, internal disturbances, war, terrorism, strikes, lock-outs, fire, flood, riot, theft, force majeure, pandemic and any closures or shut down of Signs Inc. or its suppliers in connection with a pandemic, or any other causes beyond Signs Inc.’s control or owing to inability to produce Goods/Services due to any of the above, but the Client will remain liable for payment on a pro rata basis for Goods/Services supplied or in production to the time of cancellation.

1. General
   1. The failure by Signs Inc. to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect Signs Inc.’s right to subsequently enforce that provision. 
   1. If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
   1. Signs Inc. may assign any of its rights or obligations under this agreement without your prior consent.  You may not assign any or all of its rights or obligations under this agreement to any person without Signs Inc.’s prior consent.  
   1. Signs Inc. may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
   1. The Client agrees that Signs Inc. may amend these Terms at any time. If Signs Inc. makes a change to these Terms, then that change will take effect from the date on which Signs Inc. notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Signs Inc. to provide Goods and/or Services to the Client. 
   1. 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.
   1. 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 agreement creates binding and valid legal obligations on it.
   1. The parties acknowledge that, for the purposes of this agreement, the relationship between the parties is not one of employer and employee, partnership or joint venture, but is one of independent contractor.
   1. This agreement may be executed in any number of counterparts.  Each counterpart is an original but the counterparts together are one and the same agreement.  This agreement is binding on the parties on the exchange of executed counterparts.  

This agreement is governed by the law in force South Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place and courts of appeal from them.