RECITALS:

A. ISP provides access to the Internet.

B. The Customer wishes to access the Internet through the service provided by ISP subject to the terms of this Agreement.

It is hereby agreed as follows:-

1. DEFINITIONS

1.1 In this Agreement, unless the contrary intention appears:-

"Charges" means the charges payable by the Customer to ISP pursuant to this Agreement including, but not necessarily limited to, access and usage fees relative to the Internet and consulting and usage fees relevant to the World Wide Web.

"Force Majeure" means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to:-

(a) acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;

(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;

(c) strikes; and

(d) any failure (howsoever caused, other than for the negligence of ISP) of ISP’s service provider or of ISP’s power supplier.

"Internet" means the worldwide connection of computer networks providing for the transmittal of electronic mail, on-line information, information retrieval and file transfer protocol.

"Service" means interactive dial-up access to ISP’s gateway to the Internet, the design and provision of World Wide Web data and the incidental storage of data.

"Subscription Form" means the form entitled "Subscription Form", delivered by ISP to the Customer.

"World Wide Web" means a method of representing and obtaining graphical data and linking data items used by Internet users.

2. INTERPRETATION

2.1 In this Agreement, unless the contrary intention appears:-

(a) the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;

(b) a cross reference to a clause number is a reference to its subclauses;

(c) words in the singular number include the plural and vice versa;

(d) words importing a gender include any other gender;

(e) a reference to a person includes a partnership and a body, whether corporate or otherwise;

(f) a reference to a clause is a reference to a clause or subclause of this Agreement;

(g) a reference to a subclause is a reference to a subclause of the clause in which that reference is made;

(h) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(i) a reference to a Schedule includes a reference to any party of that Schedule which is not physically annexed to this Agreement but which is incorporated by reference;

(j) the recitals to this Agreement do not form part of the Agreement; and

(k) monetary references are references to Australian currency.

3. PROVISION OF SERVICE

3.1 ISP, in accordance with the terms and conditions of this Agreement, shall provide the Customer with the Service by such means as ISP determines.

3.2 ISP shall where able (depending on Telstra’s commitments) provide the Service on a continuous basis. ISP will inform the Customer if the Service is unavailable for access by the Customer due to maintenance, upgrades or repairs.

3.3 ISP shall provide the Customer with all identification and log-in information required for connection to the Service.

3.4 ISP may, at its discretion, retain and assess any data or information concerning the Customer’s use of the Service.

4. ACCESS TO THE SERVICE

4.1 The Customer agrees to provide the telephone line, modem, computer, hardware, software and all other equipment required to access the Service.

4.2 Subject to clause 15.2, the rights and obligations of the Customer under this Agreement shall not be assigned, sold, delegated, alienated, transferred or otherwise disposed of in any way by the Customer.

4.3 The Customer shall not allow (whether by way of sale or otherwise) any person to gain any access to any part of the Service.

4.4 The Customer is responsible for maintaining the secrecy and confidentiality of all identification and log-in information required by the Customer to access the Service.

4.5 The Customer agrees not to disclose to any other person, corporation, entity or organisation any identification or log-in information, whether in use or not, nor any other confidential information relating to the Service or ISP.

4.6 The Customer is liable for all fees resulting from use of the Service accessed through the Customer’s identification or log-in information, whether authorised by the Customer or not. Disclosure or loss of identification or log-in information that results in the incurring of fees or misuse of the Service is the Customer’s responsibility and any such occurrences should be immediately communicated to ISP. A bill presented by ISP shall be deemed to be correct and prima facie evidence of all connection, access, usage and other fees contained therein.

4.7 ISP will erase the Customer’s identification or log-in information within 7 days of the termination of this Agreement or after a written request to do so from the Customer.

5. USE OF THE SERVICE

5.1 The Customer agrees to comply with all directions pertaining to the access and the use of the Service granted to the Customer by ISP.

5.2 The Customer guarantees that in accessing and using the Service it will only use software that it is legally entitled to use and such use will not be a breach of copyright.

5.3 ISP does not and cannot in any way supervise, edit or control the content and form of any information or data accessed through the Service and ISP shall not be held responsible in any way for any content or information accessed via the Service.

5.4 ISP disclaims all or any liability for any material on the Internet that the Customer finds offensive, upsetting, defamatory, personally offensive and in any way unsuitable for people under the age of eighteen (18).

5.5 The Customer will not act on or through the Service so as to interfere with or disrupt Internet users, service providers, their computers, software or hardware. Such actions include, but are not limited to, the circulation of any unsolicited publicity or advertising material, propagation of computer worms and viruses, using the Service to make an unauthorised access of any other computer accessible via the Service, sending harassing, obscene, indecent, offensive or threatening electronic mail, forgery (or attempted forgery) of electronic mail messages and the placement, transmission or storage of any defamatory material on the Internet.

5.6 The Customer agrees to refrain from the bulk transmission of messages to unsuitable Internet users, service providers or newsgroups. The Customer agrees to refrain from the bulk transmission of unsolicited electronic mail.

5.7 The Customer will not access, nor permit any other party to access, the Service for any purpose or activity of an illegal, fraudulent or defamatory nature.

5.8 The Customer will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed through or received from the Service that would be an infringement of any copyright, patent, trademark, design or other intellectual property right.

5.9 The Customer will prepare and maintain sufficient back-up files and data storage capacity for the Customer’s data including electronic messages. ISP will keep all electronic messages for a maximum of 30 days, after which they will be automatically deleted. The Customer acknowledges its own responsibility to keep records of when electronic messages have been sent and received.

5.10 ISP has no responsibility to provide training in the use of the Service pursuant to this Agreement.

5.11 ISP gives no warranty, assurance or guarantee in relation to the performances, features or compatibility of co-operating electronic mail networks, or compatibility of content or otherwise of any interconnected Internet Service or host computer connected to the Internet Service.

6. WITHDRAWAL OF ACCESS

6.1 ISP reserves the right to immediately, and without notice to the Customer, withdraw the Customer’s access to the Service if:-

(a) the Customer fails to comply with any provision of this Agreement concerning the payment of any fees including without limitation, any fees relevant to the connection, administration or usage of the Service by the Customer;

(b) this Agreement is terminated for any reason; or

(c) the Customer misuses the Service or fails to comply with the Customer’s obligations as to the use and access of the Service as specified in this Agreement.

7. CHARGES

7.1 The Customer shall pay the Charges at the rate and in the manner specified in the Subscription Form.

7.2 ISP retains the right to vary or change these fees from time to time and shall give the Customer 14 days written notice of any such variations or changes.

7.3 If payment is to be made by credit card the Customer agrees to pay the fees via the credit card, which shall be debited automatically. If the credit card number expires or ISP is otherwise not able to debit valid fees to this credit card number, ISP may immediately and without notice withdraw the Customer’s access to the Service.

7.4 If payment is to be made by cheque, cash, postal note or electronic funds transfer such payment must be made in advance of the connection of the Customer to the Service and be made within 7 days in respect of any on-going usage fees.

7.5 If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by ISP, the Customer shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify ISP in writing (within 7 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then the Customer shall pay the amount finally resolved together with interest on that amount in accordance with the terms and conditions set out in the Schedule.

7.6 The Customer shall pay ISP interest on any amount due and not paid by the Customer within the time required by this Agreement at the rate of interest specified in the Schedule.

7.7 The Charges are exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply of the Service. Without limiting the foregoing, the Customer shall be liable for any new taxes, duties or charges imposed subsequent to the date of this Agreement in respect of the Service.

7.8 GST - If any Supply made by one party ('Provider') to the other ('Recipient') under this Agreement is a Taxable Supply, then :

(a) in relation to any consideration payable by the Recipient to the Provider under this Agreement, the Provider shall be entitled to recover from the Recipient an additional amount on account of GST, such amount to be equal to the amount of the Owner's GST liability in respect of the supply calculated in accordance with the GST Act and on the basis that the consideration otherwise payable under this Agreement is the Value of the Taxable Supply and shall be recoverable at the time when the price is paid; and

(b) the Recipient and the Provider acknowledge and agree that each Supply made under this Agreement is made:

(i) on a progressive or periodic basis;

(ii) for consideration that is provided on a periodic or progressive basis; and

(iii) each progressive or periodic component of the Supply is to be treated as a separate Supply.

8. INDEMNITY

8.1 The Customer releases and indemnifies ISP, its servants and agents against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against ISP arising out of a breach of this Agreement by the Customer or the negligence of the Customer, its agents, employees or sub-contractors or of any other person for whose acts or omissions the Customer is vicariously liable.

8.2 The Customer releases and indemnifies ISP against any action, claim or demand by the Customer’s servants, employees or agents or their personal representatives or dependants arising out of the performance of this Agreement.

9. IMPLIED TERMS

9.1 Subject to subclause 2, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded.

9.2 Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of ISP for any breach of such condition or warranty shall be limited, at the opinion of ISP, to one or more of the following:-

(a) if the breach relates to goods:-

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods repaired; and

(b) if the breach relates to services:-

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

10. LIABILITY

10.1 Except in relation to liability for personal injury (including sickness and death), ISP shall be under no liability to the Customer in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on the part of ISP to comply with its obligations under this Agreement.

10.2 Subject to subclause 3, the Customer warrants that it has not relied on any representation made by ISP which has not been stated expressly in this Agreement or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by ISP.

10.3 The Customer acknowledges that to the extent ISP has made any representation which is not otherwise expressly stated in this Agreement, the Customer has been provided with an opportunity to independently verify the accuracy of that representation.

10.4 The Customer shall at all times indemnify and hold harmless ISP and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:-

(a) a breach by the Customer of its obligations under this Agreement; or

(b) any wilful, unlawful or negligent act or omission of the Customer.

11. TERMINATION

11.1 Without limiting the generality of any other clause in this Agreement, ISP may terminate this Agreement immediately by notice in writing if:-

(a) the Customer is in breach of any term of this Agreement and such breach is not remedied within thirty (30) days of ISP so notifying it;

(b) the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;

(c) the Customer, being a partnership dissolves, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;

(d) the Customer, being a natural person, dies; or

(e) the Customer ceases or threatens to cease conducting its business in the normal manner.

11.2 If notice is given to the Customer pursuant to subclause 1, ISP may, in addition to terminating the Agreement:-

(a) retain any moneys paid;

(b) charge a reasonable sum for work performed in respect of which work no sum has been previously charged;

(c) be regarded as discharged from any further obligations under this Agreement; and

(d) pursue any additional or alternative remedies provided by law.

12. FORCE MAJEURE

12.1 Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

12.2 If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.

12.3 If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

12.4 If this Agreement is terminated pursuant to subclause 3, ISP shall refund moneys previously paid by the Customer pursuant to this Agreement for goods or services not provided by ISP to the Customer.

13. SUB-CONTRACTS

13.1 ISP may sub-contract for the performance of this Agreement or any party of this Agreement.

13.2 ISP may, without the consent of the Customer, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of the Services.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

15. ASSIGNMENT AND NOVATION

15.1 The benefit of this Agreement shall not be assigned by the Customer without ISP’s prior written consent.

15.2 ISP may consent to the assignment or novation of this Agreement by the Customer subject to such conditions as it chooses to impose.

15.3 ISP may at any time assign any of its rights under this Agreement without the consent of the Customer. The Customer agrees to sign whatever documents are required by ISP to perfect any assignment by ISP.

16. WAIVER

16.1 No term os this Agreement shall be deemed to be waived except by notice in writing signed by each Party.

16.2 A waiver made by ISP pursuant by subclause 1 will not prejudice its rights in respect of any subsequent breach of the Agreement by the Customer.

16.3 Subject to subclause 1, any failure by ISP to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by ISP to the Customer, will not be construed as a waiver of ISP’s rights under this Agreement.

17. VARIATION

17.1 The provisions of the Agreement shall not be varied, except by agreement in writing signed by the Parties.

17.2 If either Party wishes to vary the Agreement, the proposing Party shall submit a copy of the proposed variations by electronic mail to the other Party. The receiving Party shall advise the proposing Party within four (4) normal working days, or such other period as it agreed by the other Party ("the receiving Party"), of receipt of the variations either:-

(a) that the receiving Party accepts the variations; or

(b) that the receiving Party rejects the variations.

17.3 If the receiving Party accepts the variations, the Agreement shall be deemed to incorporate the accepted variations from the date upon which the receiving Party notifies the proposing Party that it accepts the variations.

17.4 If the receiving Party rejects the proposed variations, each Party shall perform the Agreement in accordance with the unvaried Agreement.

17.5 A variation shall not be effective unless the Parties agree in writing as to:-

(a) the effect of the variation, if any, upon the Charges; and

(b) the impact of the variation on the obligations of either Party under this Agreement.

18. SEVERABILITY

18.1 If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall deemed deleted.

19. ISP’S RIGHTS

19.1 Any express statement of the right of ISP under this Agreement is without prejudice to any other right of ISP expressly stated in this Agreement or existing at law.

20. SURVIVAL OF AGREEMENT

20.1 Subject to any provision to the contrary, this Agreement shall enure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assigns or receivers but shall not enure to the benefit of any other persons.

20.2 The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement.

21. GOVERNING LAW

21.1 This Agreement will be governed by and construed according to the law of Queensland.

22. NOTICES

22.1 Notices under this Agreement may be delivered by hand, by mail, by facsimile or by electronic mail to the addresses specified in the Subscription Form.

22.2 Notice will be deemed given:-

(a) in the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party;

(b) in the case of posting, three days after dispatch;

(c) in the case of facsimile, upon receipt of transmission if received on a business day or otherwise at the commencement of the first business day following transmission; and