Optus Internet Pty Limited (Abn 14 083 164 532)

AGREEMENT, BETWEEN:

OPTUS INTERNET PTY LIMITED (ABN 14 083 164 532)

-and-

YOU

1. ABOUT THIS AGREEMENT

1.1 These are the terms for Optus My BizOnlineTM.

1.2 This Agreement is made up of the following parts:

(a) the electronic, written or verbal application you complete to request that we supply Services to you (“Application”);

(b) these terms ("General Terms"); and

If there is any inconsistency between the parts specified above, the parts listed later prevail over those listed earlier to the extent of any such inconsistency, unless otherwise expressly stated.

1.3 The meaning of each word used in this Agreement which is printed in italics is set out in paragraph 2.

1.4 This Agreement will commence when you accept these terms or we accept your Application, whichever is later.

1.5 If a cooling off period applies to you as a result of any law, then you may terminate this Agreement in accordance with that law and within the relevant cooling off period, without incurring any fees or charges (including any Cancellation fee).

1.6 We may refuse your Application at our discretion, including but not limited to if:

(a) you are not eligible to register or obtain a ‘.com.au’ domain name under the rules and policies of the regulatory body responsible for administering Australian domain names, or are otherwise not eligible to receive the Services;

(b) you do not provide all information specified in the Application or otherwise requested by us;

(d) you do not have an appropriate credit rating.

2. DEFINITIONS

In this Agreement:

Agreement has the meaning set out in paragraph 1.2.

Application has the meaning set out in paragraph 1.2(a).

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Cancellation fee means the cancellation fees that apply to your Pricing Plan.

Corporations Act means the Corporations Act 2001 (Cth).

customer service department means our customer service department which you can contact in the manner specified in paragraph 19.

Downgrade fee means the downgrade fees that apply to your Pricing Plan.

General Terms has the meaning set out in paragraph 1.2(b).

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Information You Give Us means information given to us by you in the Application or any other communication (including your contact details).

intellectual property rights means patents, designs, trade marks and service marks (whether registered or unregistered) and any applications for, or rights to apply for, registration of any patent, design, trade mark or service mark; copyright (including copyright in software, websites, databases and advertising and other promotional materials); all rights to have information (including trade secrets, know how, operating procedures and technical information) kept confidential; and all other rights or protections having similar effect anywhere in the world.

Minimum Term means any minimum term(s) specified in Schedule 2 that apply to your Pricing Plan.

personal information has the meaning set out in the Privacy Act 1988 (Cth).

Portal means the online portal with the functionality specified in Table 2 of Schedule 1.

Pricing Plan means the fees and charges specified in Schedule 2 for the Services requested by you in your Application.

related body corporate means, in respect of:

(a) a body corporate registered as a company under the Corporations Act, a body corporate which is related to that first body corporate within the meaning of section 50 of the Corporations Act; or

(b) a body corporate created and/or operating in a country other than Australia, an entity which is, having regard to the relevant laws of that jurisdiction, of substantially similar relationship to the body corporate as the relationship of ‘related body corporate’ as defined in section 50 of the Corporations Act.

Services means the services specified in Schedule 1 requested by you in your Application, and jointly and severally refers to each such service provided under this Agreement.

Supplier means any person that provides us with products and services that we use to supply the Services to you.

Suspension fee means the suspension fees that apply to your Pricing Plan.

Unacceptable Content means content or materials that:

(a) infringes the intellectual property rights or any rights of any person;

(b) is sexist, racist, or in breach of any anti-discrimination law;

(c) infringes upon or violates any other right of any third party, including the right of any person in respect of their personal information;

(d) is fraudulent, misleading or deceptive;

(e) is defamatory;

(f) constitutes spam;

(g) is obscene, offensive or is in any way unsuitable for people under the age of 18 years;

(h) is classified MA15+, X18+, R18+ or RC pursuant to the classifications set out in the Classification (Publications, Films and Computer Games) Act 1995 (Cth);

(i) is not classified but if it were classified pursuant to the classifications set out in the Classification (Publications, Films and Computer Games) Act 1995 (Cth) is reasonably likely to be classified MA15+, X18+, R18+ or RC; or

(j) is otherwise unlawful.

we means Optus Internet Pty Limited ABN 14 083 164 532 (and us and our are to be construed accordingly).

Website has the meaning set out in Schedule 1.

you means the person who fills out the Application or where applicable the entity which causes the Application to be filled out (and your and yours are to be construed accordingly).

your business means the business carried on by you or your organisation, as specified in the Application.

your content has the meaning set out in paragraph 11.3(a).

3. THE SERVICES

3.1 We will supply you with the Services on the terms set out in this Agreement.

3.2 Any Schedules which are incorporated into this Agreement contain additional terms, including obligations which you must comply with, which apply to specific Services requested by you in your Application.

3.3 We will supply the Services until they are suspended or cancelled. If the Services are not cancelled at the end of the Minimum Term, we will continue to provide the Services to you on a month-to-month basis in accordance with the terms of this Agreement.

4. FEES AND CHARGES

4.1 You must pay us:

(a) fees and charges for the Services according to your Pricing Plan;

(b) any additional fees or charges that apply to you as specified in Schedule 2; and

4.2 We will bill you on a monthly basis. We will bill you by electronic billing if it is available to you. If it is not available, we will send you a paper invoice, and we will not charge you the paper invoice fee specified in Schedule 2 Part C.

4.3 If you do not pay your bill by the date payment is due, we may:

(a) charge you late fees as specified in Schedule 2;

(b) move you to a Pricing Plan with a lower minimum total cost;

(d) suspend or cancel any services which we provide you under a separate agreement;

(e) engage a mercantile agent, take legal action or institute legal proceedings to recover money you owe us; and

(f) on-sell any unpaid amounts to a third party.

5. OUR AUTHORITY

5.1 You grant us all rights and give us all authority reasonably required to provide, procure and manage the Services.

6. MAKING CHANGES TO THIS AGREEMENT

6.1 You may change between Pricing Plans at any time, provided that when you request that we change you to a Pricing Plan with a minimum total cost that is less than your current Pricing Plan, then you must pay any applicable Downgrade fee. It may take up to 3 business days to action your change request. Except as expressly permitted in this Agreement, you may not make other changes to this Agreement without our written consent.

6.2 We may make changes to this Agreement at any time by notifying you in writing if, acting reasonably, we are of the view that the changes:

(a) are required by law, or relate to a fee, charge or tax imposed by law;

(b) benefit you, or have a neutral or minor detrimental impact on you; or

6.3 We may make any other change to this Agreement if we give you 21 days’ notice in writing and we offer you a right to cancel the Services without incurring Cancellation fees.

7. SUSPENSION OF SERVICES

7.1 We may suspend the Services at any time, for a period reasonably determined by us, without liability:

(a) if we reasonably:

(i) suspect you are in breach of clauses 12or 13 of this Agreement;

(ii) consider you a credit risk; or

(iii) suspect fraud by you;

(b) if you do not pay your bill by the date payment is due;

(d) if one or more of our Suppliers cancels, suspends, withdraws, discontinues or disables an essential part or component of the Services or any product or service used by us to supply the Services;

(e) if doing so is necessary to repair, maintain or implement changes to the Services or any system used to provide them; or

(f) if it is otherwise permitted by this Agreement or by law.

7.2 You must pay for the Services and pay the Suspension fee while the Services are suspended, unless the suspension is a result of circumstances beyond your reasonable control.

8. CANCELLATION OF SERVICES

8.1 You may cancel the Services:

(a) within the Minimum Term, by:

(i) giving us at least the number of days notice specified as the cancellation notification period in Schedule 2 for your Pricing Plan; and

(ii) paying us any applicable Cancellation fees;

(b) if this Agreement is on a month-to-month basis, by giving us at least the number of days notice specified as the cancellation notification period in Schedule 2 for your Pricing Plan;

(c) at any time, by giving us notice if we commit a material breach of this Agreement and either cannot remedy the breach, or fail to remedy the breach within 30 days of receiving notice requiring us to do so; and

(d) as otherwise permitted by this Agreement or by law.

8.2 We may cancel the Services at any time by giving you written notice, if:

(a) this Agreement is on a month-to-month basis, and we give you at least 30 days’ notice.

(b) the Services are suspended for more than 14 days;

(c) you commit a material breach of this Agreement and either cannot remedy the breach, or fail to remedy the breach within 30 days of receiving notice requiring you to do so;

(d) you suffer an insolvency event, or undergo a change in ownership or control;

(e) where you are a natural person, you die, or where you are a partnership, your partnership is dissolved; and/or

(f) it is otherwise permitted by this Agreement or by law.

9. WHAT HAPPENS IF THE SERVICES ARE CANCELLED

9.1 If the Services are cancelled:

(a) within the Minimum Term as a result of circumstances within your reasonable control, then you must pay any applicable Cancellation fees; and

(b) for any reason, then;

(i) you must immediately pay any amount you owe us in accordance with this Agreement;

(ii) we will immediately cease providing the Services to you;

(iii) you must not attempt to use the Services;

(iv) any terms in a Schedule that relate to cancellation of the Services will apply; and

(v) this Agreement will terminate (other than paragraphs 2, 4, 11, 5 and any other terms which by their nature survive, which shall survive the termination of this Agreement).

10. OUR LIABILITY, WARRANTIES AND GUARANTEES TO YOU

10.1 The Australian Consumer Law contains certain consumer guarantees that may apply to the Services. To the extent permitted by law, we expressly exclude all further conditions, warranties, guarantees, rights or remedies, liabilities and other terms that may be implied by custom, statute or common law.

10.2 Without excluding, restricting or modifying any liability which we may have under the Australian Consumer Law which cannot be excluded, restricted or modified, you acknowledge and agree that:

(a) to the extent permitted by law, we, our related bodies corporate and our Suppliers will not be liable for any loss, damage, claim or demand arising directly or indirectly in connection with the Services, whether in contract, tort (including negligence), statute or otherwise; and

(b) where our liability cannot be disclaimed, it is limited to (at our option) resupplying the Services or paying the cost of having those Services resupplied.

10.3 We will not be liable for any loss or destruction to any of your content. You should maintain a backup copy of all of your content.

11. YOUR LIABILITY, WARRANTIES AND INDEMNITIES TO US

11.1 You are wholly responsible for:

(a) all business services and attributes advertised using the Services; and

(b) all representations made based on the Information You Give Us.

11.2 You must:

(a) notify us of any errors and corrections to the Information You Give Us and the Services;

(b) comply with, and give us notice and directions to ensure the Services comply with, any law or other binding instrument that limits or regulates advertising in your profession, industry or business;

(c) comply with all other laws, all notices issued by authorisation of or under law, directions by a regulator, and all reasonable directions from us, our related bodies corporate or our Suppliers in connection with the Services; and

(d) notify us if you are or become aware of any infringement of our rights or the rights of any Supplier, including intellectual property rights, arising in connection with the Services.