Standard Terms and Conditions

Webo Pty Limited (ABN 79 114 628 938)
Effective 1 January 2006

These are the standard terms and conditions of supply of the Webo products and services offered from time to time on the Webo web site at www.Webo.com.au ("the Service"). These terms apply to you as a user of the Service ("Customer" or "you"). Please read these terms and conditions carefully.

1.Terms and Amendment Procedure

1.1 These are the terms upon which we agree to provide the Service to the Customer. In addition to these terms, you must also comply with:

• Any conditions contained in the notes to the product description for products or services you acquire;
• Any additional terms which apply to the products or services you acquire (which follow these Terms and Conditions);
• Our Acceptable Use Policy and
• Our Privacy Policy

1.2 The agreement made between us on these terms commences on the date when your order for Services was accepted by Webo.

1.3 We may vary these terms, the amount we charge for any Service, or the terms of the operation of the Service, at any time. The changes will become effective upon publication of the notice. If you use the Service after that publication, your use will constitute an acceptance of the amended terms.

1.4 These terms constitute the agreement in its entirety and supersede prior agreements.

1.5 We may from time to time run promotions and make special offers of limited time duration ("Promotions"). All Promotions are offered subject to their terms and may be withdrawn or altered at Webo's discretion. The terms of a promotion will override these terms to the extent of any inconsistency.

2. Service

2.1 We will assign the Customer a logon name and password which will provide you with access to the our application or service control panel (which is used by you to configure various features of your service).

2.2 We must perform scheduled maintenance to servers from time to time. We will attempt to perform all scheduled maintenance at times which will affect the fewest customers. If scheduled maintenance requires the service to be offline for more than 30 minutes we will post details of the scheduled maintenance.

2.3 We may need to perform unscheduled maintenance. If unscheduled maintenance requires the Service to be offline for more than 30 minutes, we will post details after the maintenance has been completed.

2.4 We will archive your data onto backup mechanisms on a regular basis for the purposes of disaster recovery. In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to your web site. You must maintain a recent copy of your data at your premises at all times. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient Customer data recovered from our backups.

2.5 You agree to Webo's use of spam and virus filters which may require us to use third party equipment or services to monitor and filter email traffic between our equipment and the Internet. You agree that we will not be liable for any loss or damage resulting from the use of spam or virus filters.

2.6 The Service is provided by Webo from its data centre in Australia. Webo will determine in its absolute discretion from time to time the data centre location from which your Service is provided.

2.7 In contracting with Webo for Services, the Customer obtains no rights to the hardware and other infrastructure and facilities used by Webo to deliver the Service.

3. Payment

3.1 You must pay for the Service as notified to you by Webo in accordance with Webo's published prices for Services from time to time. If you have chosen a yearly contract for your Service, your account will be automatically rolled over for a further yearly contract at the end of the term. You must give us notice before the end of the term if you wish to cancel or alter your Service. If you elect to pay your fees on a yearly basis, and fail to make payment within 30 days of invoice, you will not be entitled to receive the yearly fee discount.

3.2 You must pay all Service charges, traffic and/or storage charges and other amounts incurred by you or any designated users or incurred as a result of any use of your password (whether authorised or not) in accordance with the billing option selected and in advance. Where a billing option does not specify otherwise, all Service charges are payable within 14 days of the date of invoice (whether online or paper invoice).

3.3 Prices published on our web site are inclusive of any government taxes or charges unless otherwise noted, and exclusive of any registration or delegation charges imposed by domain name authorities.

3.4 In addition you must provide and pay for:

• the installation and use of telephone lines and all other equipment needed to access the Service; and
• all government taxes, duties and levies (if any) imposed on either you or us in respect of the Services or any other service or goods supplied.

3.5 You must pay all amounts billed in accordance with your billing option. No credit terms are given to credit card accounts. Upon registration of a credit card account, you give us authorisation to debit your credit card for all charges. Billing period is on a monthly cycle beginning when you register. If you register after the 28th of each month, your billing date becomes the first of the next month.

3.6 You consent to us obtaining a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by us of an application for credit (whether commercial or personal) or for the purpose of the collection of payments which are overdue.

3.7 No refunds will be given for unused portions of payments in advance (including payment of yearly contracts) unless the account has been terminated due to Webo's breach of these terms and conditions. Yearly contracts which have been automatically rolled over in accordance with clause 3.1 will only be refundable if notice of cancellation is given during the 2 week cooling off period at the beginning of the rollover term.

4. Customer Warranties and Indemnities

4.1 You warrant that:

• if you are not the Customer, you have the power and authority to enter into this agreement on behalf of the Customer and will indemnify Webo for any breach of this agreement by the Customer;
• at the time of entering into this agreement you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced;
• you will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from the Server does not contain any computer virus and will not in any way, corrupt the data or systems of any person;
• you will keep secure any passwords used with the Service; and,
• you hold and will continue to hold the copyright in the Customer Data or that you are licensed and will continue to be licensed to use the Customer Data.

4.2 You are solely responsible for dealing with persons who access the Customer Data, and must not refer complaints or inquiries in relation to such data to us.

4.3 You indemnify us against all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from:

• your breach of these terms;
• your use or misuse of the Service;
• the use or misuse of the Service by any person using your account; and,
• publication of defamatory, offensive or otherwise unlawful material on any web site forming part of your service.

4.4 If your use of our Services involves storage, processing or transmission of or access to any credit cardholder data, you warrant that the tools, programmes, processes and technologies you use to do so comply with the Payment Card Industry Data Security Standard ("PCI Standard") which is available at Visa : PDF (184kb) and Mastercard : PDF (187kb). You indemnify Webo for any loss, damage, costs, claims and expenses which WebCentral may incur flowing from your breach of this warranty. If you breach this warranty, Webo may terminate this agreement immediately upon written notice to you (which may be delivered by email to the person identified as your authorised contact), and without prejudice to any other rights it may have under this agreement or at law.

5. Webo's Warranties and Liabilities

5.1 We accept liability for the supply of the Services but only to the extent provided in this clause 5.

5.2 We do not warrant that:

• the services provided under this agreement will be uninterrupted or error free;
• the services will meet your requirements, other than as expressly set out in this agreement; or
• the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Webo.

5.3 Where the Customer is a Consumer (as that word is defined by the Trade Practices Act), we accept liability where: the Service is not supplied with due care and skill; any material supplied in connection with the Service is not reasonably fit for the purpose for which it was supplied; and we are otherwise required to do so by the Trade Practices Act.

5.4 To the extent that the Service is not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited to, at our option, to the resupply of the services again; or payment of the cost of having the services supplied again.

5.5 Except as expressly provided to the contrary in this agreement, we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement and/or its subject matter.

5.6 Other than liability accepted by us in clause 5.3, our total liability for loss or damage of any kind not excluded by clause 5.5, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement is limited in aggregate for any and all claims to $10.

6. Suspension and Termination of Service

6.1 We may from time to time without notice suspend the Service or disconnect or deny your access to the Service:

• during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable; or
• if you fail to comply with any provision in this agreement (including failure to pay charges due), or do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service, until the breach (if capable of remedy) is remedied.
• Notwithstanding any suspension of any Service under this clause you shall remain liable for all charges due throughout the period of suspension.

6.2 If your account has been suspended or terminated due to your breach, reactivation of your account will be completely at our discretion. If we agree to reactivate your account, we will require:

• payment in full of all outstanding amounts; and
• payment of a reactivation fee.

6.3 Webo reserves the right to refuse to supply services to a potential customer who has previously had its account with Webo terminated for breach. In this clause, "potential customer" includes:

• (if the potential customer is a corporation) its Related Entity or Related Party (as those phrases are defined in the Corporations Law); and
• (if the potential customer is an individual) any corporation in which the potential customer was at the relevant time an officer or shareholder, or a Related Party of a shareholder.

6.4 Webo may without notice to you remove, amend or alter your data upon being made aware of:

• any claim or allegation; or
• any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third party's rights.

6.5 We may end our agreement with you and cease providing Services for any reason, on 30 days written notice to you. You may close your account with Webo on 30 days written notice to Webo.

6.6 If your account is closed you must pay all outstanding charges immediately and we may delete all Customer Data from any storage media.

6.7 We are under no obligation to provide you with a copy of the Customer Data if we have suspended or terminated your access to the Service for your breach. If we provide you with a copy of Customer Data, we are entitled to charge a fee for service.

7. Miscellaneous

7.1 The Customer grants to Webo a license to use and reproduce all Customer Data in order to fulfil its obligations under this agreement. In this agreement "Customer Data" means all information, data, text, logos, images, audio, movie clips and/or content in any form that forms part of the Customer's web sites or emails.

7.2 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

7.3 You may not resell Services or assign your rights and obligations under this agreement without our prior written consent.