TERMS AND CONDITIONS OF SALE OF PRINCIAL GROUP ABN 98 219 672 918

The following terms and conditions ("the Conditions") are the terms on which Principal Group (Principal) ABN 98 219 672 918 sells its services and supersedes all other terms and conditions.

1. PRICE AND PAYMENT

1.1. The price (exclusive of GST) for the services (the Price) shall be the quoted price from Principal to its clients and payment of the Price shall be made by the client on receipt of invoice.

1.2. If the Price is not paid by 5 working days after the date of the invoice an administration fee shall accrue both before and after judgment on the unpaid portion of the Price at the rate of 6% p.a. above the base rate as quoted from time to time of Commonwealth Banking Corporation.

2. GOODS AND SERVICES

The description and quantity of the goods and services ("the Goods") shall be as set out in the quotation ("the Quotation") provided by Principal to its clients.

3. DELIVERY

Principal shall deliver the its goods and services to the client at the address shown on the Quotation or shall upload the Goods to a computer server for the clients viewing prior to payment being requested. Time shall not be of the essence for delivery

4. ACCEPTANCE

The client shall be deemed to have accepted the Goods if they have not been rejected on or before the 5th working day after delivery. The client shall not be entitled to reject the Goods in whole or in part after such date.

5. TITLE AND RISK

5.1. The Goods shall be at the risk of the client following delivery

5.2. Notwithstanding delivery title in the Goods shall not pass to the client until Principal has made payment of all sums owing to the client.

5.3. Copyright and Intellectual Property Rights in the Goods shall remain the property of Principal unless released, in writing, to the client on payment of the agreed fees as set down in the Quotation.

5.4 The Goods may not be transferred to a Third Party without the express permission of Principal being granted in writing.

5.5. Until such time as title in the Goods passes to the client Principal shall have the right to repossess or otherwise recover the Goods.

6. INDEMNITY

The Client acknowledges that all material prepared by Principal is on the basis of information supplied by the Client. Accordingly, the Client will indemnify Principal without limitation against:

any claims, cost and expenses arising out of any illegal or libellous or otherwise actionable matter or any infringement of copyright patent design or of any proprietary rights.

The indemnity shall extend to any amounts paid on the advice of Principal’s solicitors in settlement of any claims.

any legal costs incurred by Principal in connection with any proceedings brought against it.

7. LIMITATION OF LIABILITY

7.1 Save in respect of personal injury or death due to the negligence of Principal, Principal shall not be liable to the client in respect of any loss suffered by the client due to any defect in the Goods.

7.2 Without prejudice to Condition 7.1 Principal shall not be liable to the client or any third party for any loss of profit, consequential or other economic loss suffered by the client arising in any way from this Agreement.

7.3 Save in respect of personal injury or death due to the negligence of Principal the liability of Principal under these Conditions shall not exceed the Price.

8. FORCE MAJEURE

Principal shall not be liable for any default due to any circumstance beyond the reasonable control of Principal including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or shortage of supply or failure to deliver of the suppliers of the Supplier.

9. GENERAL

9.1 If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

9.2 Principal may without the consent of the client sublicence its rights or obligations or any part of these Conditions.

9.3. The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.

10. ENTIRE AGREEMENT

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.

11. GOVERNING LAW AND JURISDICTION

This agreement shall be governed by the laws of New South Wales and the parties hereby submit to the non- exclusive jurisdiction of the Courts of New South Wales.

12. RIGHTS OF CONSUMER

Nothing in these Conditions shall affect the statutory rights of a consumer.

13. INTERPRETATION

In these Conditions of Sale:

'consent' means consent in writing.

‘Principal Group’ includes the servants, employees, carriers and subcontractors of Principal Group.

‘seller’ means Principal Group

‘buyer’ means you the client.

'order' means an order or instructions that has been accepted by Principal Group.