1. Definitions 1.1 ?Adelphi? means Adelphi Printing Pty Ltd (as trustee for The Paton Family Trust) T/A Adelphi Design & Print, its successors and assigns or any person acting on behalf of and with the authority of Adelphi Printing Pty Ltd (as trustee for The Paton Family Trust) T/A Adelphi Design & Print.
1.2 ?Client? means the person/s requesting Adelphi to provide the Services as specified in any invoice, document or order, and if there more than one person requesting the Services is a reference to each person jointly and severally.
1.3 ?Goods? means all Goods or Services supplied by Adelphi to the Client at the Client?s request from time to time, including any goods, advertisements, publications, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by Adelphi in the course of it conducting, or providing to the Client, the Services (where the context so permits the terms ?Goods? or ?Services? shall be interchangeable for the other).
1.4 ?Copy? shall mean any manuscript, advertisement, general copy, graphics and other digital display material and/or content supplied by the Client for the provision of the Services.
1.5 ?Price? means the price payable for the Services as agreed between Adelphi and the Client in accordance with clause 4 of this contract.
1.6 ?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 Competition and Consumer Act 2010 (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.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by Adelphi.
2.2 These terms and conditions may only be amended with Adelphi?s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Adelphi.
2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
2.4 The Client acknowledges that:
(a) Services provided by Adelphi are subject to availability and only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client?s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade. Adelphi shall be entitled to change any distribution date at any time without notice;
(b) any advice, recommendation, information, assistance or service provided by Adelphi in relation to Services supplied is given in good faith, is based on Adelphi?s own knowledge and experience and shall be accepted without liability on the part of Adelphi and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services;
(c) where colour matching is required, the Client agrees to supply information and samples regarding the correct colour;
(d) Adelphi reserves the right not to undertake any Services, refuse the accept any Copy, withdraw any advertisement or publication at any time for any reason (including where such, in Adelphi?s opinion is or may be unlawful, offensive, contains Prohibited Content, does not comply with clause 10.1, or is otherwise inappropriate), and Adelphi shall not be liable to the Client for any such action;
(e) Adelphi will endeavour to place any advertisement in the position requested by the Client; however they cannot always do so and shall not be liable to the Client where any advertisement does not appear in the place requested.
3. Change in Control
3.1 The Client shall give Adelphi not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client?s details (including but not limited to, changes in the Client?s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Adelphi as a result of the Client?s failure to comply with this clause.
4. Price and Payment
4.1 At Adelphi?s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Adelphi to the Client; or
(b) the Price as at the date of delivery of the Goods according to Adelphi?s current price list; or
(c) Adelphi?s quoted price (subject to clause 5) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. Quotations are only for Services according to original specifications. If through the Client?s error, or omission, the Services have to be redone or alterations or additions to specifications are required, then Adelphi may make an additional charge. The Client acknowledges and agrees that the Price is quoted on the condition that all sign work is ordered, manufactured and delivered/installed at the same time.
4.2 At Adelphi?s sole discretion, a non-refundable deposit may be required.
4.3 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by Adelphi, which may be:
(a) on provision of the Services;
(b) by way of instalments in accordance with Adelphi?s payment schedule;
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is thirty (30) days following the date of any invoice given to the Client by Adelphi.
4.4 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to three percent (3%) of the Price), or by any other method as agreed to between the Client and Adelphi.
4.5 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Adelphi an amount equal to any GST Adelphi must pay for any provision of Services by Adelphi under this or any other agreement. 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.
5.1 Adelphi reserves the right to change the Price if a variation to Adelphi?s quotation is requested, including:
(a) where 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 copy being, in Adelphi?s opinion, poorly prepared, or by the Client?s requirements being different from those originally submitted or described;
(b) experimental work, preliminary sketches and designs and origination costs produced at the Client?s request, which will be charged for, even if the job does not proceed further;
(c) any tabulated work and/or foreign language included in the job but not contained in the copy originally submitted;
(d) any fonts, or colour proofs, or artwork, specially bought at the Client?s request for the Services;
(e) when style, type or layout is left to Adelphi?s judgement, and the Client makes further alterations to the copy;
(f) any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client, and deemed necessary by Adelphi to ensure correctly finished work;
(g) any variation as a result of fluctuations in currency exchange rates or increases to Adelphi in the cost of taxes, levies, materials and labour;
(h) where the performance of any contract with the Client requires Adelphi to obtain products and/or services from a third party, the contract between Adelphi and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to Adelphi, and the Client shall be liable for the cost in full including Adelphi?s margin of such products and/or services;
(i) any packing of Goods, other than Adelphi?s normal commercially acceptable packing, requested by the Client will be charged as an extra, unless expressly stated in writing on Adelphi?s accepted quotation.
6. Samples and Proof Reading
6.1 Adelphi is under no obligation to provide samples of the Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Adelphi to match virtual colours with physical colours, Adelphi will take no responsibility for any variation between virtual samples and the supplied Goods. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra in accordance with clause 5.
6.2 Whilst every care is taken by Adelphi to carry out the instructions of the Client, it is the Client?s responsibility to undertake a final proof reading of the Goods, which will be sent to the Client and will be deemed accepted if no response is received by the Client within forty-eight (48) hours of Adelphi?s submission thereof. Adelphi shall be under no liability whatever for any errors not corrected by the Client in the final proof reading, and should the Client?s alterations require additional proofs this shall be invoiced as an extra in accordance with clause 5.
7. Provision of the Services and Delivery of the Goods
7.1 Any time specified by Adelphi for provision of the Services is an estimate only and Adelphi will not be liable for any loss or damage incurred by the Client as a result of delayed provision of the Services of delivery of the Goods being late. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that Adelphi is unable to provide the Services as agreed solely due to any action or inaction of the Client then Adelphi shall be entitled to charge a reasonable fee for re-providing the Services at a later time and date.
7.2 Delivery of the Goods is taken to occur at the time that:
(a) the Client or the Client?s nominated carrier takes possession of the Goods at Adelphi?s address; or
(b) Adelphi (or Adelphi?s nominated carrier) delivers the Goods to the Client?s nominated address, even if the Client is not present at the address. 7.3 At Adelphi?s sole discretion, the cost of delivering the Goods is included in the Price.
7.4 Adelphi may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
7.5 Whilst every endeavour will be made to deliver the correct quantity ordered, the Client acknowledges that the difficulty of producing exact quantities, estimates and/or orders are conditional upon a margin of ten percent (10%) being allowed for shortages which will be charged for, or deducted from, the amount owing by the Client in relation to the Goods at the relevant run-on rate.
7.6 The Client will be deemed to have accepted the Goods on delivery or, if the Client fails to take possession of the Goods, within fourteen (14) days of the completion date as notified by email.
8.1 Irrespective of whether Adelphi retains ownership of any Goods, all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client until such time as Adelphi may repossess the Goods in accordance with clause 11.3(f). The Client must insure all Goods on or before delivery.
8.2 Adelphi reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Goods as a result of the Client?s failure to insure in accordance with clause 8.1.
9. Client?s Property and Material Supplied by Client
9.1 Where the Client supplies materials to Adelphi for the provision of the Services:
(a) these materials will be held by Adelphi at the Client?s risk;
(b) 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, and this shall be charged as an extra in accordance with clause 5.1; and
(c) Adelphi accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials.
9.2 In the case of property, Copy and/or materials left with Adelphi without specific instructions, Adelphi shall be free to dispose of them at the end of thirty (30) days after receiving them, and to accept and retain the proceeds, if any, to cover Adelphi?s own costs in holding and handling them.
10.1 The Client acknowledges that all Copy supplied to Adelphi is subject to the approval of Adelphi and may, regardless of prior approval, be rejected and removed by Adelphi.
10.2 The Client warrants that all Copy supplied to Adelphi to be used for the provision of the Services shall:
(a) be true and correct in every particular; and
(b) does not contain Prohibited Content; and
(c) be non-political and non-religious by nature, and suitable for viewer of all ages; and
(d) not be, nor contain, anything that is defamatory of any person or is indecent or obscene; and
(e) complies with all laws, regulations, codes of practice, guidelines and any standards applicable to the advertising industry and as determined by any relevant regulatory agency or industry self-regulatory body (including, but not limited to, the Fair Trading Act 2012 and the Advertising Codes of Practice of the Advertising Standards Authority Inc.); and
(f) does not infringe copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.); and
(g) does not contain anything which may give rise to any cause of action by a third against Adelphi (including, but not limited to, material that may cause damage or injury to any person and/or entity); and
(h) is not false or misleading and is true in substance and in fact; and
(i) not contain nor constitute a statement that is misleading or deceptive or likely to deceive or to mislead or which is otherwise in breach of a provision of the Competition and Consumer Act 2010 (Cth) or any other Commonwealth legislation of the applicable State;
(j) be in the form, and delivered up to Adelphi by the date, specified thereby. If the Client fails to adhere to this sub-clause, Adelphi shall not be liable to the Client in the event Adelphi is unable to publish any advertisement/produce the Goods;
10.3 The Client shall indemnify, and keep indemnified, Adelphi at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against Adelphi, or incurred or become payable by Adelphi, resulting or arising from the Client being in breach of clause 10.1
10.4 Imprints or any legal obligations required to appear on any printed material are the responsibility of the Client. Adelphi reserves the right to place its imprint on all printed material unless specifically requested otherwise.
11.1 Adelphi and the Client agree that where it is intended that the ownership of Goods is to pass to the Client that such ownership shall not pass until:
(a) the Client has paid Adelphi all amounts owing for the Services; and
(b) the Client has met all other obligations due by the Client to Adelphi in respect of all contracts between Adelphi and the Client.
11.2 Receipt by Adelphi 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 Adelphi?s ownership or rights in respect of the Goods shall continue.
11.3 It is further agreed that:
(a) the Client is only a bailee of the Goods and must return the Goods to Adelphi immediately upon request by Adelphi;
(b) the Client holds the benefit of the Client?s insurance of the Goods on trust for Adelphi and must pay to Adelphi the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of sale of the Goods on trust for Adelphi and must pay or deliver the proceeds to Adelphi on demand.
(d) 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 Adelphi and must dispose of or return the resulting product to Adelphi as Adelphi so directs.
(e) 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 Adelphi;
(f) the Client irrevocably authorises Adelphi to enter any premises where Adelphi believes the Goods are kept and recover possession of the Goods.
12. Personal Property Securities Act 2009 (?PPSA?)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions 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 Adelphi for Services ? that have previously been supplied and that will be supplied in the future by Adelphi to the Client.
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 Adelphi 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 12.3(a)(i) or 12.3(a)(ii);
(b) indemnify, and upon demand reimburse, Adelphi 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 registration made thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Adelphi;
(d) 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 Adelphi.
12.4 Adelphi 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 their 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 Adelphi, 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 Adelphi under clauses 12.3 to 12.5.
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 Adelphi agreeing to provide the 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 and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies Adelphi from and against all Adelphi?s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Adelphi?s rights under this clause.
13.3 The Client irrevocably appoints Adelphi and each director of Adelphi 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 inspect Adelphi?s Services on completion of the Services and must within seven (7) days notify Adelphi in writing of any evident defect in the Services or Goods provided (including Adelphi?s workmanship) or of any other failure by Adelphi to comply with the description of, or quote for, the Services which Adelphi was to provide. The Client must notify any other alleged defect in Adelphi?s Services or Goods as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Adelphi to review the Services or Goods 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 Adelphi 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 these terms and conditions or in respect of the Non-Excluded Guarantees, Adelphi makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services. Adelphi?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, Adelphi?s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If Adelphi is required to rectify, re-provide, or pay the cost of re-providing the Services under this clause or the CCA, but is unable to do so, then Adelphi may refund any money the Client has paid for the Services but only to the extent that such refund shall take into account the value of Services and Goods 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, Adelphi?s liability for any defective Services or Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by Adelphi at Adelphi?s sole discretion;
(b) otherwise negated absolutely.
14.8 Notwithstanding clauses 14.1 to 14.7 but subject to the CCA, Adelphi 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 Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing to use any Incidental Item after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) interference with the Services by the Client or any third party without Adelphi?s prior approval;
(e) the Client failing to follow any instructions or guidelines provided by Adelphi;
(f) fair wear and tear (including the fading of inks), any accident, or act of God.
15. Intellectual Property
15.1 Where Adelphi has designed, drawn or developed Goods for the Client, then the copyright in any Goods shall remain the property of Adelphi, and the Client undertakes to acknowledge Adelphi?s design or drawings in the event that images of the Goods are utilised in advertising or marketing material by the Client.
15.2 Drawings, sketches, painting, photographs, designs or typesetting furnished by Adelphi, dummies, models or the like devices made or procured and manipulated by Adelphi, and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from Adelphi?s original design, or from a design furnished by the Client, remain the exclusive property of Adelphi, unless otherwise agreed upon in writing.
15.3 Sketches and dummies submitted by Adelphi on a speculative basis shall remain the property of Adelphi. They shall not be used for any purpose other than that nominated by Adelphi and no ideas obtained there from may be used without the consent of Adelphi, and Adelphi shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
15.4 The Client warrants that all designs, specifications or instructions given to Adelphi will not cause Adelphi to infringe any patent, registered design or trademark in the execution of the Client?s order and the Client agrees to indemnify Adelphi against any action taken by a third party against Adelphi in respect of any such infringement.
15.5 The Client agrees that Adelphi may (at no cost) use for the purposes of marketing or entry into any competition, any Goods which Adelphi has created for the Client and/or any Services provided to the Client.
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 Adelphi?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 Adelphi any money the Client shall indemnify Adelphi from and against all costs and disbursements incurred by Adelphi in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Adelphi?s contract default fee, and bank dishonour fees).
16.3 Without prejudice to any other remedies Adelphi may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Adelphi may suspend or terminate the provision of Services to the Client. Adelphi will not be liable to the Client for any loss or damage the Client suffers because Adelphi has exercised its rights under this clause.
16.4 Without prejudice to Adelphi?s other remedies at law Adelphi shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Adelphi shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Adelphi becomes overdue, or in Adelphi?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.
17.1 Adelphi may cancel any contract to which these terms and conditions apply or cancel provision of the Services at any time before the Services are commenced by giving written notice to the Client. On giving such notice Adelphi shall repay to the Client any money paid by the Client for the Services. Adelphi shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.2 Subject to clause 17.3, in the event that the Client cancels the Services the Client shall be liable for any and all loss incurred (whether direct or indirect) by Adelphi as a direct result of the cancellation (including, but not limited to, any loss of profits). In the event that an order is cancelled or suspended by the Client, then Adelphi may immediately require the Client to pay for Services provided up to the date of cancellation or suspension.
17.3 For publication Services, the Client may cancel the Services without penalty provided that the Client?s written request for cancellation is received prior to the fifteenth (15th) day of each month. Cancellation with less than this notice shall not be accepted and the Client shall still be liable to pay the Price as per the original order and invoice.
18.1 Each party agrees to treat all information (including this agreement) and ideas communicated to them by the other confidentially, and further agrees not to divulge it to any third party without the other party's written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
19. Privacy Act 1988
19.1 The Client agrees for Adelphi 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 Adelphi.
19.2 The Client agrees that Adelphi may exchange information about the Client with those credit providers and with related body corporates 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 including the Client?s repayment history in the preceding two years.
19.3 The Client consents to Adelphi being given a consumer credit report to collect overdue payment on commercial credit.
19.4 The Client agrees that personal credit information provided may be used and retained by Adelphi for the following purposes (and for other agreed purposes or required by):
(a) the provision of Services; and/or
(b) analysing, verifying and/or checking the Client?s credit, payment and/or status in relation to the provision of Services; and/or
(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 Services.
19.5 Adelphi may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
19.6 The information given to the CRB may include:
(a) personal information as outlined in 19.1 above;
(b) name of the credit provider and that Adelphi 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 and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Adelphi has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
(g) information that, in the opinion of Adelphi, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client?s overdue payment is equal to or more than one hundred and fifty dollars ($150).
19.7 The Client shall have the right to request (by e-mail) from Adelphi:
(a) a copy of the information about the Client retained by Adelphi and the right to request that Adelphi correct any incorrect information; and
(b) that Adelphi does not disclose any personal information about the Client for the purpose of direct marketing.
19.8 Adelphi 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.
19.9 The Client can make a privacy complaint by contacting Adelphi via e-mail. Adelphi 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.
20. Limitation of Liability and Indemnity
20.1 Subject to clause 14, Adelphi accepts no liability whatsoever for any defect, error or omission in any Goods and/or Copy approved by the Client, and will not be responsible for any costs or losses incurred by the Client by reason of any error in the Goods and/or Copy (including, but not limited to, offering any refund or credit).
20.2 The Client agrees to indemnify Adelphi, it?s employees, agents and affiliates, and their employees and agents against any action, claim, loss or expense arising from the production of Goods and/or publication of Copy, cancellation of, or failure to produce the Goods and/or publish any Copy, and all costs, losses and expenses suffered or incurred by Adelphi, its employees, agents and affiliates, and their employees and agents as a result of any breach by the Client of these conditions or any other agreement between the Client and Adelphi.
20.3 The Client acknowledges that, due to the nature of digital display, technical difficulties may arise which could prevent the provision of the Services; and the Client, therefore, agrees to indemnify Adelphi against any costs or losses incurred by the Client as a result of this.
21.1 The failure by Adelphi to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Adelphi?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.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which Adelphi has its principal place of business, and are subject to the jurisdiction of the Hornsby court in that state.
21.3 Subject to clause 14, Adelphi 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 Adelphi of these terms and conditions (alternatively Adelphi?s liability shall be limited to damages which under no circumstances shall exceed the Price).
21.4 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 Adelphi nor to withhold payment of any invoice because part of that invoice is in dispute.
21.5 Adelphi may license or sub-contract all or any part of its rights and obligations without the Client?s consent.
21.6 The Client agrees that Adelphi may amend these terms and conditions at any time. If Adelphi makes a change to these terms and conditions, then that change will take effect from the date on which Adelphi notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Adelphi to provide Services to the Client.
21.7 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.
21.8 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 agreement creates binding and valid legal obligations on it.