The NetPlus Client request that Double Z Computer Pty Ltd (ABN 13 484 218 062) validate Client for use on the NetPlus network which may comprise any of the services provided to Double Z Computer by GXS (ANZ) Pty Ltd (ABN 88 083 147 460) including: ecXpress Services, Interchange SM Service. Order Lifecycle Visibility, Global Product Catalogue, Business Exchange Services or Information Exchange ("Services") in accordance with the applicable Services' service description and price schedule ("Schedule") and data sheet submitted by Client. Acceptance of the Client application, it is given, will be indicated by the validation of Client's account. If there is any inconsistency between the provisions of this Agreement and any applicable Schedule, the Schedule will prevail to the extent of the inconsistency.

Services may be provided by Double Z Computer Pty Ltd as a distributor of GXS. Client is responsible for obtaining, installing and maintaining the equipment, communication lines and services necessary to access the Services, unless otherwise stated in an applicable Schedule.

CLIENT ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS WHICH ARE STATED BELOW, INCLUDING, WITHOUT LIMITATION, THE STATED WARRANTY DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS.

SERVICES USAGE TERMS AND CONDITIONS

1. Payment. Client will pay Double Z Computer monthly upon receipt of Double Z Computer invoice, for usage by Client and other persons who are permitted to use Client's user numbers at the rate set for the in the applicable Schedule, plus any application sales, value added, or similar taxes. Invoices not paid within seven (7) days from date of invoice are subject to a late payment fee as outlined in our application form and/or price schedule. If an invoice remains unpaid after 30 days Double Z Computer may (reserving all other legal remedies and rights) terminate this Agreement without further notice to Client.

If GST is imposed on any supply made by GXS under this Agreement, Client will pay Double Z Computer an additional amount calculated by multiplying the prevailing GST rate by the applicable charge.

2. Changes. Double Z Computer may change its published list rates or institute new charges for the Services at any time by notifying Client of such changes in writing at least thirty (30) days before the new prices become effective. Double Z Computer may (i) supplement or make changes to its rules of operation, access procedures, security procedures and standards for Client equipment (ii) change the type and location of the system equipment, facilities and software used by it in providing Services, and (iii) modify any particular Service. If any change will have a material adverse effect on Client's operations, Double Z Computer will give reasonable notice to Client and will attempt to negotiate modifications to the Agreement and/or any applicable Schedule which mitigate the effects of the change for a reasonable period. If the parties are unable to agree to a resolution within thirty (30) days, either party may, upon reasonable notice, terminate the Schedule for the Service affected by the change. Neither party will be liable to the other for damages due to such termination.

3. Third Party Use. Client will not resell the Services to third parties without Double Z Computer's written agreement. Double Z Computer will grant consent if, in Double Z Computer's sole discretion, resale will not be detrimental to Double Z Computer interests and Client will be able to adequately support prospective third-party users. If Client makes access to Services available to third parties, Client agrees to indemnify and hold Double Z Computer harmless from any liability from any liability, costs or damages including any amounts paid in settlement arising out of claims or suits by such third parties.

4. Use of Services: Intellectual Property Client will use the Services in accordance with applicable law, including data privacy laws. Double Z Computer reserves the right to terminate access or take other actions it reasonable believes to be necessary to comply with the law or prevent damage to Double Z Computer systems or customers or disruption of other Double Z Computer customers' use of the affected Service. Client is not authorised to copy for republication and dissemination any materials accessed by means of the use of the Services, if such materials are identified as the intellectual property of Double Z Computer or of any third party. Client will not delete any intellectual property rights notices from printouts of materials which are electronically accessed.

5. Data Security. Double Z Computer will use reasonable care to protect Client's data against physical damage or unauthorised access. Client is responsible for selecting and properly using security procedures available to Client on Double Z Computer systems to restrict access to Client's information and implementing such other measure as Client deems necessary to safeguard and back-up its files, data and programs.

6. Warranty. DOUBLE Z COMPUTER warrants that the Services, if used properly, will perform substantially in accordance with the then current user documentation for the Services. DOUBLE Z COMPUTER’s sole obligations for failure to meet this warranty will be to correct any failure to meet warranted performance, which materially impairs the operation of the Services. If warranted performance is not restored within a reasonable time, Client may terminate this Agreement and DOUBLE Z COMPUTER will refund any fees paid by Client to initiate the Services. Where legislation implies in this Agreement any non-excludable condition or warranty, DOUBLE Z COMPUTER’s liability for any breach of such condition or warranty will, where permissible, be limited at DOUBLE Z COMPUTER’s option to one or more of the following:

(a) if the breach relates to goods:

(i) replacement, repair or supply of equivalent goods; or

(ii) payment of the cost of replacement, repair or acquiring equivalent goods; and

(b) if the breach relates to services, the re-supply of the services or payment of the cost of having the services supplied again.

7. Limitation of Liability. NEITHER Double Z Computer NOR ITS SUPPLIERS WILL BE LIABLE TO CLIENT FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ITS PROVISION OF OR FAILURE TO PROVIDE THE SERVICES TO CLIENT (EVEN IF Double Z Computer or ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.) THE LIABILITY OF Double Z Computer OR ITS SUPPLIERS TO CLIENT FOR ANY OTHER TYPES OF DAMAGE WHICH MIGHT BE CAUSED BY OR ARISE OUT OF THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING CLAIMS OF NEGLIGENCE, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CLIENT TO Double Z Computer FOR SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT OR SERIES OF EVENTS WHICH IS THE CAUSE OF LIABILITY. THE REMEDIES AND LIABILITY LIMITATIONS SPECIFIED IN THIS AGREEMENT ARE EXCLUSIVE AND OPERATE FOR THE BENEFIT OF Double Z Computer, ITS SUPPLIERS AND LICENSORS. This section 7 operates only to the extent permitted by law and is to be read down to the extent if would otherwise be void.

8. Indemnity. Client will indemnify and hold Double Z Computer harmless from any liability, costs or damages including any amounts paid in settlement arising from (a) the unlawful or improper use of the Services, (b) alleged copyright or other intellectual property rights infringement, defamation or other tort on account of information content provided to Double Z Computer by Client.

9. Force Majeure. Neither party will be liable to the other for any failure to perform this Agreement if the failure arises out of the unavailability of third party communication facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, riots or war, or any cause beyond the reasonable control of that party.

10. Client Information. Client authorises Double Z Computer to include Client's name, contact information and other relevant directory information relating to Client's use of the Services in directories of GXS's subscribers or licensees held, processed and maintained in the U.S. or elsewhere, which may be disclosed to GXS affiliates, distributors and resellers. Without limiting the forgoing, Client consents to GXS and its related bodies corporate send commercial electronic messages to Client from time to time, which contain information about products and services. Client may opt out of the receipt of marketing communications at any time by sending an-email to unsubscribe@gxs.com

11. Privacy. Where, in the connection with this Agreement, Client discloses to Double Z Computer any Personal Information (as defined in the Privacy Act 1988). Client warrants that: (a) the disclosure to Double Z Computer, and collection and use by Double Z Computer of the Personal Information, is not an interference with the privacy of any individual to whom the Personal Information relates; and (b) the individual to whom the Personal Information relates has been made aware of the matters listed in National Privacy Principle 1.3 in 3 of the Privacy Act, including as those matters relate to Double Z Computer.

12. Dispute Resolution. Any action in connection with this Agreement must be commenced not more than two (2) years after the date the right, claim, demand or cause of action first arose, and will be decided under the laws of New South Wales. The parties agree to submit to the non-exclusive jurisdiction of the New South Wales courts, and any court that may hear appeals from any in those courts, for proceedings in connection with this Agreement and waive any right I might have to claim that those courts are an inconvenient forum or do not have jurisdiction. Any right o jury trial in any such action is waived.

13. Entire Agreement. This Agreement contains the entire and only understanding and agreement of the parties concerning or relating to the Services. The terms and conditions contained in any purchase order form, which may be submitted by Client for such Services will not be applicable or effective even if receipt of such document is acknowledged. Not waiver, alteration, or modification of this Agreement will be binding unless in writing and signed by a duly authorised representative of the party to be bound.

AGREEMENT TO THESE TERMS & CONDITIONS BY CLIENT IS GIVEN BY WAY OF THEIR SIGNATURE ON THE NetPlus Mailbox Application Form.