1) Introduction
1.1The terms are incorporated into each agreement entered into between the Seller of products and services via the Aviation Shop on Downwind.com.au (Seller) and the Downwind.com.au (publisher) whether or not the any other document which the customer signs makes reference to these terms.

Please contact downwind.com.au via the Contact form if you would like to establish different payment terms or arrange direct bank account payments.

1.2 In this contract the following expressions have the following respective meanings unless the context otherwise requires:

"Online publisher" means Downwind.com.au which is a brand of Quill Resources as the Trustee for the MRG Asset Trust

"Seller" means the person or company identified as the entity which is selling products or services in the Downwind Aviation Shop.

"Buyers" means person or company identified as the entity which is purchasing products or services offered by Sellers in the Downwind Aviation Shop.

Overview
Downwind.com.au has established an online shopping system that allows Sellers to sell their products and services to Buyers via the Downwind website. All transactions for the sale of products are between the Buyer and the Seller and Downwind charges the Seller a fixed monthly commission and a percentage of any sale.

2) Seller Payments Terms:

The publisher charges the Seller two fees in advance (see Schedule A):
1. Monthly access fee
2. Sales commission fee.

Access Fee
Sellers are automatically charged a fixed monthly access fee (outlined in Schedule A) for access to the publisher's online shopping system.The Seller agrees to have this fee automatically paid to the publisher on the monthly anniversary date. In the event that this access fee is not paid then the publisher reserves the right to suspend the Seller’s products and services posted on the website for sale. In this event the online publisher may post an "account suspended" notice in place of any company information supplied.

Commission Fee
In addition, Sellers are required to deposite funds with the publisher via the online "Balance Manager" in the Cpanel administration area. As sales are made the publisher will charge the Seller a commission (outlined in Schedule A) and deduct this charge from the balance deposited.

In the event that the Seller's commission balance becomes negative (ie. the commission account reaches a negative balance) the publisher reserves the right to suspend the Seller’s products and services posted on the website for sale. In this event the online publisher may post an "account suspended" notice in place of any company information supplied.

A negative commission balance does not constitute that the fixed monthly charge is not due on the monthly anniversary date and failure to pay the fixed monthly access fee does not mean that any commission that is due is not payable.

3) Termination of service by Seller

In the event that the Seller elects to terminate the publisher's service then:
a. Seller to provide the publisher 30 days notice.
b. All fees (both commission and access fee) are to be paid to the end of the period in point "a". At the end of which if there is a positive balance in the commission account then these funds will be refunded to the Seller.

3) Termination of service by Publisher

Seller in breach of agreement
The publisher may elect to terminate the Sellers access to the shopping system at any time if the Seller is in breach of any of the terms and conditions herewith.
a. The publisher reserves the right to immediately terminate the Seller's access to the shopping system.
b. The publisher will refund any balance that is remaining in the Seller's commission account less any outstanding fees (both access and commission).

Seller not in breach of agreement
The publisher may elect to terminate the Sellers access to the shopping system with 30 days notice. In this event
a. The publisher shall notify the seller of this intent via email, fax, post or other method.
b. The publisher will refund any balance that is remaining in the Seller's commission account less any outstanding fees (both access and commission).

4) Sellers Representations:
The seller warrants and represents to the online publisher that:

(1) it has the right to publish the contents of the information on products for sale, without infringement of any rights of any third party including, without limitation, intellectual property rights;

(2) it has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice;

(3) it will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen the Seller's products or services for sale displayed by the online publisher.

The Seller agrees to indemnify the online publisher forthwith on demand and hold the online publisher harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the online publisher in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the sale of products and services via the publishers online shop and/or any material of the Seller to which users can link through the products and services and any other contract entered into for the purchase of the advertised goods or services..

The Seller will defend or settle at its own expense any action or other proceedings brought against the online publisher that relates to the product or service offered for sale by the Seller and/or any material of the Seller to which users can link through the products or services for sale. The online publisher shall notify the Seller promptly of any such claim and shall permit the Seller to assume and control the defence of such action with Counsel chosen by the Seller (who shall be reasonably acceptable to the online publisher) and shall not enter into any settlement or compromise of any such claim without the Seller's prior written consent. The Seller shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by the online publisher in any such action or proceedings.

5) Publisher rights and obligations
5.1) The online publisher reserves the right to re-design parts of or the entire website as detailed in the insertion order and to re-position all content related to the website and shop accordingly without prior notice.

5.2) The practice of deep linking may be necessary, thus enabling visitors to by-pass your home page to visit specific areas of your website directly.

5.3) Optimised web pages containing your company name and information may be submitted to search engines at the expense of the online publisher.

5.4) Positioning of products and services for sale by the Seller is at the sole discretion of the online publisher except where a request for a specific preferred position is acknowledged by the online publisher in writing.

The online publisher reserves the right to reject or cancel any product or service for sale, at any time, or remove any item for sale by the Seller from any website page controlled by the online publisher, or reject any URL link embodied within any product or service.

7) Notifications
7.1) The Seller will be provided access to an administration area (Cpanel) upon payment of a monthly access fee to the publisher. All notifications will be conducted via this administration interface or via email.

7.2) The agreed access will begin from the monthly anniversary date of the receipt of the monthly access fee by the publisher.

7.3) The Seller must notify the online publisher as soon as is reasonable by either email or fax of any inaccuracy or changes that need to be made.

7.4) The content of all products or services incorporating data provided by a third party is not subject to the Seller's prior approval but no warranty is given by the online publisher with relation to the accuracy of such claims. The online publisher does not undertake to review the contents of any products or services offered by the Seller and any such review of, and approval by, the online publisher shall not be deemed to constitute an acceptance by the online publisher that such items for sale are provided in accordance with the terms of the Agreement, nor shall it constitute a waiver of the online publisher's rights hereunder. The online publisher makes no warranty, express or implied, as to the accuracy of any claims made by the seller. In the event that any claims made by the publisher is inaccurate, the Seller's sole remedy is for the online publisher to remedy such inaccuracy within 2 working days of it being notified of the inaccuracy by the Seller.

8) Limitation of Liability
The online publisher will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these terms and conditions for:

- any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
- any loss of goodwill or reputation; or
- any special or indirect or consequential losses;
In any case whether or not such losses were within the contemplation of either party at the date on which the event giving rise to the loss occurred, suffered or incurred by a party arising out of or in connection with the provisions of any matter under these terms and conditions. In particular, and without limitation, the Seller acknowledges that the online publisher will not be liable for such losses whether arising from a failure to publish any Seller's items, or from the inaccuracy of any data contained in any Seller's published items in the shopping system (whether such inaccuracy arises from any action, or failure to act, of the online publisher, the Seller or a third party).

Nothing in these terms and conditions shall exclude or limit the online publisher's liability for death or personal injury resulting from its negligence or that of its servants, agents or employees.

Subject to the above, the liability of the online publisher in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these terms and conditions or the performance or observance of its obligations under these terms and conditions, and every applicable part of them shall be limited to the amendment of any inaccurate data in accordance with Section 9 above or in the event that the online publisher fails to electronically publish a product or service offered by the Seller, the Seller's sole remedy and the online publisher's entire liability to the Seller shall be limited at the online publisher's option to either a refund of the acces and commission fee or relevant portion thereof, or placement of the product or service for sale at a later time in a comparable position.

The Seller acknowledges that any website on which one of their products or services for sale is displayed is provided on an "as is" and "as available" basis without any representation or endorsement. The online publisher makes no warranties of any kind, whether express or implied, in relation to such website, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade or that the website will meet any requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs or are fully functional, accurate, or reliable.

9) Additional publisher right
The online publisher shall have the right to hold the Seller or its agent liable for such monies as are due and payable to online publisher for the access and commission fees which the Seller or its agent ordered and which the Seller's products and services was published and displayed.

10) All the agreement
No conditions other than those set forth in the rate card shall be binding on the online publisher unless specifically agreed to in writing by the online publisher. No conditions other than those set forth in the insertion order or this shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the insertion order and this Agreement, this Agreement shall prevail.

11) The online publisher is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of the online publisher.

12. MISCELLANEOUS
12.1 Notices. All notices, approvals, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been given when: (a) delivered by hand; (b) sent by facsimile (with confirmation of receipt); or (c) received by the addressee, if sent by a nationally recognized overnight delivery service or mail; to the addresses or facsimile numbers set forth herein (or to such other addresses or facsimile numbers as a party may designate by notice to the other party from time to time). Notices to Downwind.com.au shall be addressed to the attention of its Public Officer (fax: +61 3 9511 8567).

12.2 Publicity. Any references by one party to the other shall be subject to the prior written approval of the party being referenced, in the referenced party's sole discretion. The parties shall mutually agree on the form, content and timing of any publicity or promotional communications referencing both parties.

12.3 Dispute Resolution; Waiver of Jury Trial. The parties shall make good faith efforts to resolve any dispute arising under this Agreement within sixty (60) days and shall refrain during that time (except for requests for injunctive relief) from initiating any litigation or other proceeding relating to such dispute. In any litigation arising under this Agreement, the parties hereby irrevocably waive any right to a jury trial and consent to a court trial.

12.4 Legal Fees. In the event In the event of any action, suit, or proceeding arising from or based upon this agreement brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its reasonable legal fees in connection therewith in addition to the costs of such action, suit, or proceeding.

12.5 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.

12.6 Assignment. Publisher may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of Downwind.com.au. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under the Agreement.

12.7 Governing Law. This Agreement shall be governed by the laws of Victoria without reference to its conflicts or choice of laws provisions. Each party hereby consents to the exclusive jurisdiction of the courts of Victoria.

12.8 Waiver. Any waiver by either party of a term or condition of this Agreement in any instance shall not be deemed to be a waiver of any subsequent breach thereof, or of any other provision. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other.

12.9 Severability. If any of the provisions, or part thereof, of this Agreement shall be invalid or unenforceable under the laws of the applicable jurisdiction, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or part thereof, and the rights and obligations of the parties shall be construed and enforced accordingly.

12.10 Performance. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, government regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused.

12.11 Entire Agreement. This Agreement (including the attachments and exhibits hereto) represents the complicate agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof, and cannot be amended or modified except in a writing signed by both parties.

12.12 This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.

Schedule A

Monthly Access Fee: As outline via the following Internet link http://www.downwind.com.au/index.php/advertising/aviation-shop

Commission Fee: The commission fee will be set to 3% of the sale value of any products or services by the Seller. This fee will be deducted from the Seller's commission balance.