1. Agreement

1.1 General

(a) This agreement is between you and INKE PACKAGING PTY LTD (ABN 63 624 690 759) (Inke) and sets out the terms of use of Inke’s website available at www.inke.com.au (Website) and the terms (Terms) on which Inke will arrange for the supply of products to you that you order from Inke (Products), which Products will be supplied by third parties who produce those Products (Product Suppliers).

(b) You agree to these Terms at the time that you first use the Website. In order to order any Products you must review and formally accept these Terms by clicking on the “I have read and accept the Terms” checkbox.

(c) If you do not agree to these Terms, you must not use the Website and nor may you order any Products.

(d) By accepting these Terms you are also representing to Inke that all of the information that you provide about yourself is true and correct. You understand that in receiving your order for Products, Inke and the Product Suppliers are relying on this information to be able to fulfil your order.

(e) Inke reserves the right to amend, vary, modify and/or replace these Terms at any time, and from time to time, and such amendment, variation, modification and/or replacement shall be effective immediately upon posting to the Website. Your continued use of the Website and the placing of any order after that time shall be deemed to be your acceptance of any amendments to these Terms.

1.2 Users

Persons under 18 years of age must not use the Website without their parent or guardian's consent. If you are under 18 years of age at the time of accessing the Website, you warrant through your continued use of the Website that you have obtained your parent’s or legal guardian’s consent to using the Website.

2. Your Account

2.1 Your Account

(a) To complete your registration for your Inke account (Account), you must provide an email address, a password, and payment information, as specified. You are responsible for maintaining the confidentiality of your password and Account and are responsible for all activities that occur whenever any person logs in to your Account. It is important for you to protect against unauthorised access to your device.

(b) You agree:

(i) to immediately notify Inke of any unauthorised use of your Account or any other breach of security;

(ii) that Inke will not be liable for any loss or damage arising from your failure to comply with this section 2.You may not transfer your Inke Account to another party without Inke’s prior written consent.

(c) You may not transfer your Inke Account to another party without Inke’s prior written consent.

3. Your Conduct

3.1 Your Conduct

(a) In using the Website, you agree that you will:

(i) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity nor upload, or otherwise transmit false or misleading information;

(ii) not upload or otherwise transmit any text, images or artwork to appear on Products that your order (Content) that may violate or infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party or that is not original work that you have created yourself or had created for you from original elements. (By uploading or otherwise transmitting any Content, you represent and warrant to Inke that you have the lawful right to reproduce and to have Products made that display such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances);

(iii) not upload, or otherwise transmit any Content that may constitute or encourage a criminal offense, illegal activity or violate the rights of any party, or that may otherwise create liability or violate any local, state, national, or international law;

(iv) use the Website to acquire Products that harm minors in any way, including, but not limited to, uploading Content that may violate child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;

(v) upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of any person including any children;

(vi) upload, or otherwise transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, facilitate unauthorised access to, or limit the functionality of any computer software or hardware or telecommunications equipment;

(vii) remove, alter, obscure, or otherwise degrade watermark(s) or similar security measures that appear on images that appear on the Website;

(viii) disrupt or interfere with the security of, or otherwise abuse, the Website, or any other services, system resources, accounts, servers, or networks of Inke or of any of its Product Suppliers;

(ix) embed, copy, mirror, forward-to, or otherwise replicate or scrape data from any part of the Website, except as permitted in writing by Inke; or

(x) copy, modify or distribute, except as otherwise expressly allowed by Inke in writing, any of Inke’s copyright material or trademarks.

3.2 Your acknowledgements and agreements

(a) By using the Website, you hereby acknowledge and agree that:

(i) You are responsible for the creation and compilation of your Content, and neither Inke nor the relevant Product Supplier assumes that responsibility. The production of any Product depicting your Content does not indicate that Inke or the relevant Product Supplier approves the Content, nor that the Content complies with all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content. Inke reserves the right to reject any Content that you upload that Inke considers to be unlawful (such as because it is defamatory, obscene, tortious, or objectionable, or invasive of on in breach of another person's rights).

(ii) Inke may preserve or store your Content and may also disclose Content if required to do so by law and in order to arrange for the production of Products that you order . Any personal data that you provide to Inke will be handled, stored and shared in accordance with Inke’s Privacy Policy. You understand that the operation of the Website and the processing of any orders that you place through the Website, may involve the transmission of data over various networks and the provision of data to Product Suppliers and payment processors.

(iii) You agree to waive any claims against Inke and its affiliates, contractors, agents and employees for losses, damages and injuries that are based on or relate to your communications on or your use of the Website. You agree to indemnify Inke and its affiliates from all claims and expenses, including legal fees, arising from any breach by you of any of the provisions of these Terms.

(iv) You will not use any Product ordered by you from the Website in a way that would be damaging to Inke’s public reputation or that of any Product Supplier.

(v) The Website may provide links to other websites or resources. Because Inke has no control of such other websites and resources, you acknowledge and agree that Inke is not responsible for the availability of such websites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or the policies of such websites and resources. Inke is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such website or resource.

(vi) The Website may use cookies to improve your experience while using the Website, which send browsing information back to Inke. By using the Website, you consent to the use of cookies.

3.3 Limitations of use

(a) You understand and acknowledge that the Website is provided on an “as is” and “as available” basis. While Inke will use reasonable endeavours to provide the Website to you, you acknowledge that it may not be continuous or fault-free and may not be available at all times. Events which are outside Inke’s reasonable control may affect the Website or Inke’s ability to arrange for the Product Supplier to deliver the Products that you order through the Website. The Website may contain bugs, errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including without limitation, servers, computers, tablets and smart phones) connected to your device.

(b) You assume all risks and costs associated with your use of the Website and any internet access fees, including all data and roaming changes.

4. The Inke Packaging Marketplace

4.1 Inke Marketplace

Inke is a marketplace where:

(a) Product Suppliers can offer to produce Products for persons using the Website;

(b) This means that a third party Product Supplier is making the Product and selling it to you in response to the Order that you place with Inke. Inke is only facilitating the transaction. Inke has no control over the quality, safety, morality or legality of any aspect of the Products sold to you by a Product Supplier; the truth or accuracy of the listings that the Product Supplier places on the Website; or the ability of the Product Supplier to sell you that Product.

(c) Accordingly, the contract formed at the completion of a sale for any Products is a contract that is solely between you (as the buyer) and Inke as an agent for the Product Supplier (as the seller). Inke does not assume any responsibility arising out of or in connection with it as Inke is merely acting as agent for the Product Supplier. The Product Supplier is responsible for the production and sale of the Products and for ultimately dealing with any claims that you may have or any other issue arising out of or in connection with the contract between you and the Product Supplier, if Inke is unable to assist to resolve your claim or issue, in the rare case that this should occur.

(d) Whilst Inke takes care to pre-screen the Product Suppliers, Inke cannot ensure that a Product Supplier will actually complete a transaction. You understand and agree that Inke is only facilitating transactions for you with Product Suppliers for Products that they are selling, and as such, you enter into these transactions at your own risk and your recourse is against the Product Supplier.

4.2 Product Descriptions on the Website

Inke is a marketplace where:

(a) Inke requires its Product Suppliers to provide a compelling user experience. Whilst Inke attempts to ensure the accuracy of their Product descriptions and images provided by Product Suppliers, Inke does not warrant that Product descriptions or images are accurate, complete, reliable, current, or error-free. If a Product offered on the Website is not as described, please contact us at [email protected]

(b) Inke reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to Product design, description, pricing and availability. Inke also reserves the right to limit or restrict quantities of Products (including after you have submitted your order) for any reason, including, without limitation, if the Product violates these Terms.

(c) If a Product is listed at an incorrect price or with incorrect information due to a typographical error or an error in pricing or due to Product information received from the Product Supplier, Inke reserves the right to refuse or cancel any orders placed for Products listed at the incorrect price. Inke shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and you have been charged for the sale. If you have already been charged for the purchase and your order is cancelled, Inke shall immediately issue a credit to your credit card account or refund the amount in the manner in which the purchase was made by you. If Inke has overcharged for any product, Inke will issue a refund to you for the difference between what you were charged and the correct price of the relevant Product.

5. Your Artwork

5.1 Compliant Artwork

(a) It is your responsibility to ensure that any Artwork that you supply in connection with your order is complete, accurate and complies with the guidelines specified on the Website.

(b) Inke is not responsible to check or amend any Artwork that you supply in connection with your order. Inke will arrange for the Product Supplier to print the Artwork in the form that you upload it using the material and printing options that you have selected.

(c) To the extent that Inke does review your Artwork, Inke may seek to notify you and resolve any issues that Inke has identified. However, Inke is not responsible for any failure to identify any error or design flaw in any Artwork that you submit.

(d) If Inke does happen to assist in setting up your Artwork:

(i) this will be subject to a minimum charge per revision and in those circumstances Inke cannot be held responsible for any missing or incorrect elements once printed due to miss-communication; and

(ii) Inke will not be responsible for ensuring that the Artwork conforms to any brand or style guides that you may use.

(e) Inke reserves the right to make minor amendments to the Artwork that you supply in connection with your order where Inke or the Product Supplier deems those amendments to be necessary for production of your order.

5.2 Rejection of your Artwork

(a) Inke may need to reject the Artwork that you supply in connection with your order for a number of reasons including:

(i) The Artwork contains different specifications to those placed in your order;

(ii) The file that you have supplied containing the Artwork is corrupt or is in an invalid format or otherwise is not in the format required by Inke, such as it lacks the minimum resolution required;

(iii) The Artwork setup does not comply with the printing guidelines outlined on the Website;

(iv) A missing bleed area is detected in the Artwork supplied;

(v) The Artwork contains an externally supplied die-line.

(vi) The Artwork otherwise contravenes these Terms.

(b) Should your Artwork be rejected and you do not rectify the problem is in a timely manner (at the discretion of Inke), your order will be refunded minus a processing fee of $250.00 + GST.

6. Placing Orders, Pricing, Payment and Shipping

6.1 Your orders

(a) Your order is an offer to us to facilitate for you the opportunity to buy the Products in your order from the Product Supplier. When you place an order on the Website to purchase any Products, we will send you a message confirming receipt of your order and containing the details of your order (Order Confirmation). The Order Confirmation is an acknowledgement that Inke has received your order and does not confirm the Product Supplier’s acceptance of your offer to buy the Products ordered.

(b) The Product Supplier only accepts your offer and concludes the contract of sale for the production of the Products ordered by you, when it accepts your order and takes any step to commence the production of your order.

(c) Inke reserves the right to cancel any order for any Product for any reason, including because the order does not comply with any provision of these Terms and will notify you that the order has been cancelled.

(d) Inke reserves the right to determine whether to disclose the identity of the Product Supplier to you.

(e) In the event that an order needs to be held, the order will be held until the end of the month free of charge after which time if the job is worth less than AU$1000 the job will be refunded minus a A$299.00 fee for the preparation of the order. Orders over AU$1000 will be held until the end of the month and the job will be invoiced before incurring a cost of $1100 per day until the job is confirmed to proceed for a maximum of 5 working days after invoicing which the client will be charged the full amount quoted due at the end of the month in which the order was placed on hold by either Inke or the client. If the goods in this instance are not requested within 5 working days after the issuing of the final job invoice (irrespective of the due date), the goods will be forfeited and no monies will be refunded.

6.2 Pricing

(a) Prices for Products are specified on the Website and are incorporated into these Terms by reference. All prices are in Australian dollars.

(b) Prices and Products may be changed at Inke's discretion. Inke may offer promotional discounts from time-to-time. You must agree to the terms of the promotion in order to be given the discount, and Inke reserves the right to not honour promotional codes if Inke reasonably suspects abuse or that you are seeking to take advantage of an error in the promotion or if an incorrect promotional code is used.

(c) You agree not to use more than one (1) promotional code per order, unless such use is expressly permitted by a representative of Inke.

6.3 Payment

(a) All orders paid for by credit card are processed securely through https://stripe.com/en-au. Inke does not store or save your credit card information. That information is stored on Stripe. By placing an order for payment by credit card you are agreeing to the Stripe terms and conditions.

(b) All orders paid for by bank transfer are processed through Xero.com. Orders that are paid for by bank transfer must have remittance emailer to [email protected] or [email protected] and will not be issued to a Product Supplier for production until approval has been confirmed from a representative of Inke.

(c) You consent to receive sales invoices electronically. Electronic invoices will be made available in pdf format in the Your Account area of the Website. For each delivery, we will inform you in our Dispatch Confirmation if an electronic invoice is available.

6.4 Proofs

(a) If an electronic proof is required, a request may be made in the order notes section of the order page of the Website. An electronic proof will not be provided unless the order value is at least A$1,500.00.

(b) By requesting a proof, you are agreeing that your order will be delayed for at least the amount of time between when the order was paid and the time at which the proof is approved by you. The proofing process is undertaken at the discretion of the Product Supplier and sending of the proof is subject to an indeterminate turnaround time purely decided by the Product Supplier. This turnaround time is, not considered to be a part of the printing production process time. At the very least, the delay will be a minimum of not less than one business day, even when the proof is approved immediately upon it being sent to you for approval.

(c) Proofs will be sent in the highest resolution possible but will not always be the print resolution. The resolution of the proof will be lowered to the extent necessary to allow for it to be sent as an attachment to an email. The file containing the proof may be provided in any format used by the Product Supplier and provision of any particular file type is totally at the discretion of the Product Supplier.

(d) If you request a proof then you must carefully check the proof before giving your approval. In particular it is your responsibility to ensure the correct orientation and direction of the Artwork; the typography and the spelling, grammar and punctuation; the flute direction; the sizing and SKUs; the colours; and any other essential elements of the Artwork and layup that would be relevant to the production of your Products. Proofs always include the printed bleed area.

(e) Approval of the proof should include the word “approved”, but approval will be considered granted should any words, terms or phrases in the positive be used in the response to the proof, including terms and expressions such as: “Looks great!”; “OK.”; “Please proceed.”; “Yes.”; etc).

(f) Denial of the proof should contain the word “deny”, but approval will be considered declined should any words, terms or phrases in the negative be used in the response to the proof, including terms and expressions such as: “There seems to be something wrong…”; “I would like to make a change.”; “Please do not proceed.”; “No.”; etc). A reason for the denial of the proof must be included in the denial confirmation and failure to provide a reason and/or requested changes will constitute an approval of the proof and the job will be considered sent to production immediately even if the word “deny” or other negative expressions are contained in the response.

(g) If no response is received within 48 hours of the proof being sent to you by email, your consent will be taken to be given and the Product Supplier is entitled in their absolute discretion to commence producing your Products.

(h) Orders cancelled on receiving the proof where the order value was A$1000 (inc. GST) or less, Inke will issue a credit to your credit card account or refund the amount that you paid in the manner in which the purchase was made by you less an administrative charge of A$299.00 for the preparation of the order and the proof. Orders over AU$1000 (inc. GST) or that are invoiced by manual invoicing through xero.com cannot be cancelled in order to receive a refund. In the event that the job worth AU$1000 (inc. GST) or more does not receive approval to continue and/or proceed to production, the client will be charged the full amount quoted due at the end of the month in which the proof was declined. If the goods in this instance are not requested within 5 working days after the issuing of the final invoice (irrespective of the due date), the goods will be forfeited and no monies will be refunded.

6.5 Shipping and passing Title and risk

(a) Delivery times are estimates only. The actual time for delivery is dependent on the distance to your location and the shipping carrier’s ability to complete the delivery within their estimated time frame. Inke is not responsible for any delays in the shipping carrier’s network once the Products are shipped.

(b) Once the Products are shipped you will be sent a tracking number which will enable you to track your order as it is being shipped. The shipping carrier will determine the routing of your Products and any diversions including any intermediate stopping places. You should regularly track your order as it may be delayed in transit.

(c) If your order is dispatched in more than one package, you may receive a separate Dispatch Confirmation for each package.

(d) All orders are processed for delivery to the address supplied upon purchase, unless otherwise agreed in writing by Inke. Inke is not obliged to change the shipping address from the address specified in your order, even upon your request for Inke to do so.

(e) Inke will not be held responsible for any deliveries to incorrectly supplied addresses. Additional costs may be incurred for any re-deliveries of your Products.

(f) Inke reserves the right to revise the listed cost of freight online at any time prior to the placement of your order. Inke reserves the right to cancel or negotiate the pricing of any order due to complications surrounding the paid shipping rate and selected method of freight.

(g) All orders will be shipped either flat-packed into one or more cartons, or in bulk on a pallet (depending on the order volume and/or the production requirements at the time of despatch). You have the option of both freight methods at checkout when applicable, but different rates will apply depending on which option you choose.

(h) Title and risk of loss for all Products ordered by you shall pass to you once the Products that you have ordered are collected by the shipping carrier from the Product Supplier. Neither Inke nor the Product Supplier is responsible for any damage caused to your Products following their collection by the shipping carrier. You should take out cargo insurance if you are concerned about your Products being lost or damaged in transit.

(i) You agree to the terms and conditions of our freight partners and also agree to be liable for any additional fees necessary to fulfil your order and/or any re-delivery or holding fees. Our freight partners will not accept liability for any loss or damage arising out of circumstances beyond their control.

6.6 Order cancellation

(a) Should your order not be compatible with our printing guidelines and only in the case of it not being able to be processed for production. Should you wish to receive a refund on our request for an amendment to the supplied production file, please note an administrative charge of A$120.00 will be withheld for the preparation of your order.

7. Customs

7.1 Duties and taxes

(a) When ordering products for delivery outside Australia you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you, as Inke has no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information.

7.2 Foreign laws and inspections

(a) Additionally, please note that when ordering Products for delivery outside Australia, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the Products. You should be aware that cross- border deliveries are subject to opening and inspection by customs authorities.

8. Marketing

8.1 Inke Marketing and Social Media

You hereby grant Inke the right to reproduce and display your name, logo, trademarks, Artwork (as well as any logo, trademark or image appearing in any Artwork) and images of Products that you have ordered from Inke and in Inke’s marketing materials and social media for the purpose of marketing and promoting Inke’s products and services.

9. Disclaimer and Limitation of Liability

9.1 Disclaimer

(a) To the maximum extent permitted by law, you understand and agree that Inke will not be liable for:

(i) any incidental, consequential or indirect damages, personal injury, death, damage to property, or loss arising out of these Terms, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Inke knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type;

(ii) any disruptions to the Website and Inke does not guarantee or warrant that the Website will run uninterrupted, at good speed, be secure or without errors from time to time;

(iii) any corruption or damage to your computer system, tablet, mobile phone, mobile handset or other device that occurs in connection with your use of the Website or electronic communications sent to you by Inke, the Product Supplier, a payment gateway provider or a shipping carrier. You understand that it is your sole responsibility to ensure that any links or the like which you select to use from the Website and that any electronic communications are free from viruses or any other items which may interfere with, corrupt or damage or affect the operation of your computer system, tablet, mobile phone or other device;

(iv) losses that are not directly caused by any breach on Inke’s part or any indirect or consequential losses; any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure.

9.1 Limitation of Liability

(a) To the maximum extent permitted by law:

(i) all conditions, warranties and other provisions which might otherwise have been implied into these Terms are expressly excluded;

(ii) Inke’s liability for breach of any implied warranty or condition that cannot be excluded is restricted at Inke's option to:

(A) the re-supply of services or payment of the cost of re-supply of services; or

(B) the replacement or repair of goods or payment of the cost of replacement or repair.

(b) Notwithstanding paragraph (a), Inke’s maximum liability in respect of any order of Products is limited to the amount you have paid for those Products.

10. General

(a) Entire agreement: These Terms constitute the full terms and conditions agreed to between you and Inke and supersede any prior arrangements. You agree and acknowledge that in accepting these Terms you have not done so in reliance upon any oral or written representations made by Inke with the exception of those contained or referenced in these Terms.

(b) Relationship: Nothing in these Terms creates a partnership, employment or agency relationship between you and Inke.

(c) Assignment: These terms and any rights and obligations under these Terms, may not be transferred, assigned or novated by you, but may be transferred, assigned or novated by Inke without needing to seek your consent.

(d) Translations: Where there are any translations of these Terms, and to the extent of any inconsistency, the English language version shall prevail.

(e) Electronic communication: Inke will send you notices and other correspondence in accordance with the contact details that you provide to the Website or in opening your Account. It is your responsibility to update your contact details as and when they change.

(f) Waiver: No clause of these Terms will be deemed to have been waived and no breach excused unless such waiver or consent is provided in writing. Any failure or delay by Inke to exercise a power or right under these Terms does not operate as a waiver of that power or right, and the exercise of a power or right by Inke does not preclude Inke’s future ability to exercise that or any other power or right under these Terms.

(g) Governing law: These Terms are governed by, and must be construed in accordance with, the laws of the State of Victoria, Australia. Each party hereby submits to the non- exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of Australia and any applicable appeal courts in respect of all matters or things arising in relation to these Terms.

(h) Force majeure: You agree that Inke will not be held liable for any delay in fulfilling its obligations under these Terms if such a delay is caused by an act of God, act of terrorism, revolution, civil unrest, industrial or legal action, fire, flood, storm, war, disaster, plague or epidemic, delay in transportation, internet or wireless connectivity, or telecommunication availability, delay by any third party, or any other cause outside of Inke’s control.

(i) Severability: If any provision of these Terms offends any law applicable to it and is, as a consequence, illegal, invalid or unenforceable then:

(iii) where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the extent necessary to achieve the result; and

(iv) in any other case the offending provision must be severed from these Terms in which event the remaining provisions of the Terms operate as if the severed provision had not been included.