Integrity Network Solutions Pty Ltd

General Terms And Conditions

Please read this Agreement carefully.

1. INTRODUCTION

1.1 This Agreement is between Integrity Network Solutions Pty Ltd (ACN 092 987 669) ("we", "us", "our" or "IntegrityNet") and you ("you", "your" or "Customer"). The IntegrityNet Services will be provided to you subject to the terms of this Agreement unless agreed otherwise in writing by IntegrityNet.

1.2 Commencing use of IntegrityNet's Services or continuing use of such Services implies your acceptance of the terms of this Agreement. If you do not agree with these terms, please cease using the Services and contact us for further account information.

1.3 These terms and conditions revoke and earlier versions.

2. DEFINITIONS

In this Agreement:

"Acceptable Use Policy" means our Policy which specifies our requirements in relation to your use of the Services;

"Agreement" means this agreement for the provision of Services by us to you, which includes all policies;

"Application" means your request for and agreement to pay for the provision of Services either online via IntegrityNet's Website or on IntegrityNet's various Service application forms;

"Charges" means the total charge payable by the Customer to IntegrityNet as set out in the Service Specifications;

"Service" and "Services" means the service or services provided by IntegrityNet to the Customer under the terms and conditions set out in this Agreement and as set out in the Service Specifications;

"Service Specifications" means the definition of the service or services provided by IntegrityNet to the Customer as described within this Agreement: and within the "Products and Services" section of IntegrityNet's Website; or as described within IntegrityNet's brochures and literature;

"IntegrityNet's Website" means our website located at the URL addresses www.integritynet.com.au or www.integrity.net.au;

"Contact Details" means the street address, postal address, after hours, business hours and mobile phone numbers, facsimile number, email address of a party to this Agreement;

"Equipment" means hardware purchased from IntegrityNet;

"Due Date" means the specified date on IntegrityNet's invoices by which payments are due to be paid in full;

"Policy" means a policy published by us from time to time and notified to you, including without limitation the Acceptable User Policy and the Privacy Policy.

"Billing Cycle" means the recurring and regular cycle by which IntegrityNet invoices the Customer;

"Service Plan" means the specific details for the Service relating to the price of the Service;

"Usage Logs" means the records of the Customers access to and usage of IntegrityNet's Services;

3. TERM

3.1 This Agreement will commence on:

i) the date that we accept your application for the provision of any Services, either by notifying you or by providing you with access to the Services; or

ii) the date you start using any of the Services unless we refuse your application which we may do at our discretion.

3.2 This Agreement will continue until the end of any fixed term set out in your Application; or until this agreement is terminated in accordance with these terms and conditions.

4. NOTICES

4.1 All notices provided for or permitted herein shall be in writing and shall be sent by hand delivery, prepaid ordinary post, by electronic mail, by facsimile, or posted on IntegrityNet’s website to the parties hereto at the last known postal address, email address, facsimile number or IntegrityNet’s Website;

4.2 All such notices shall be deemed to have been duly given or made;

i) when delivered, if sent by hand; or

ii) the business day three business days after dispatch, if by prepaid ordinary post; or

iii) the business day following the date of successful transmission, if by facsimile; or

iv) the business day following the date of successful transmission, if by email; or

v) immediately after posting when posted to the IntegrityNet’s Website.

4.3 The Customer shall notify IntegrityNet within (7) seven days if the Customer’s Contact Details change.

5. GENERAL

5.1 The laws in force in New South Wales in Australia shall govern this agreement and each party hereto submits to the exclusive jurisdiction of the courts and tribunals of that state and country.

5.2 Except as otherwise expressly provided in these terms including but not limited to clause 15.2 the provisions hereof shall incur to the benefit of and be binding upon the successors, assigns, heirs, executors and administrators of the parties hereto.

6. SEVERABILITY

6.1 If a provision of this Agreement or a right or remedy of a party under this Agreement is invalid or unenforceable in a particular jurisdiction:

i) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and

ii) it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

6.2 This clause is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability.

7. WARRANTY

7.1 In accordance with this Agreement and IntegrityNet's Policies, we will use our reasonable commercial endeavors to provide you with the Services, and any necessary access information required to use the Services.

7.2 IntegrityNet makes no warranty about the performance characteristic or capability of the Services.

7.3 IntegrityNet does not warrant that Services will be free of blockages, delays or faults and IntegrityNet is not responsible for any loss or damage which may occur as a result. Downtime will not be compensated for unless required by Australian State or Federal law.

7.4 Connection speeds cannot and will not be guaranteed, nor can IntegrityNet guarantee connection to any particular Internet site or server. The Customer acknowledges that he or she will ensure that their computer communications and software equipment is compatible with IntegrityNet’s systems.

7.5 IntegrityNet is not responsible for the Customer's training in the use of the Services.

7.6 IntegrityNet is not responsible for any loss of data from the Customer's website hosting, email or other services where the Customer's data is stored on IntegrityNet's network.

7.7 Network performance may vary among Services, and we may manage our network to ensure fair and equitable usage.

7.8 The Customer warrants that he or she has not relied upon any representation made by IntegrityNet, its officers, employees or agents, which has not been stated expressly either in this Agreement or upon any description, illustrations or specifications contained in any document (including brochures, advertising or publicity material) produced by IntegrityNet and the Customer acknowledges that to the extent IntegrityNet has made any such representation the Customer has been provided with an opportunity to independently verify the accuracy of that representation and the Customer entered into this Agreement solely in reliance upon either the Customer’s verification or the Customer’s decision not to verify (as the case may be).

7.9 To the extent permitted by law IntegrityNet excludes all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating to the provision by IntegrityNet of the Services.

7.10 To the extent that IntegrityNet’s liability by operation of law cannot be excluded under clause 10.1 through 10.5 IntegrityNet’s liability shall be limited to:

7.10.1 in the case of goods:

i) to IntegrityNet repairing or replacing those goods; or

ii) where re-supply of the goods is not possible, fees paid for those goods.

7.10.2 in the case of Services:

i) To IntegrityNet re-supplying those Services; or

ii) Where re-supply of the Services is not possible, to the extent of fees paid for the Service for the period the Service was not supplied. Where a substitute Service has been supplied, liability is limited to the difference in cost between the two Services.

8. YOUR OBLIGATIONS

8.1 You represent that you are at least 18 years of age and that you have the right and ability to enter into this Agreement.

8.2 You agree to provide IntegrityNet with correct and complete personal details requested by us from time to time. Your failure to do so will constitute a breach of this Agreement and may result in the immediate termination your access to the Service.

8.3 You agree that you are liable for all charges associated with the Service, even in the event your password has been lost or stolen, or if it appears your service has been used without your authority (including but not limited to hacking), or if it appears your service has been accessed fraudulently or if your computer hardware or software is not operating correctly.

8.4 You must remove email from IntegrityNet's email servers as soon as reasonably possible. IntegrityNet reserves the right to remove any email from our email servers after storing it for (30) thirty days.

9. INDEMNITY

9.1 The Customer releases and indemnifies IntegrityNet, our servants, agents, third-party suppliers, sub-contractors from all liability arising in connection with the provision or cancellation of the Services or any goods or services provided by IntegrityNet’s third-party suppliers. This indemnity includes (but is not limited to) an indemnity against all actions, claims, and demands (including but not limited to the cost of defending in or settling any action, claim or demand) which may be instituted against us, as well a all expenses, losses, damages and costs (on a solicitor and own client basis whether incurred by or awarded against us) that IntegrityNet may sustain or incur as a result, whether directly or indirectly of:

9.1.1 any breach of this Agreement by the Customer including but not limited to a breach in respect of which we elect to terminate this agreement;

9.1.2 the negligence of the Customer or his or her agent, or employee, or sub-contractor or of any other person for whose acts or omissions the Customer is held liable; and

9.1.3 any loss of or damage to any property, or injury to or death of any person, caused by any negligent act or omission or willful misconduct of the Customer or his or her officers and employees.

9.2 Each indemnity contained in this Agreement is a continuing obligation despite a settlement of account or the occurrence of any other thing, and remains fully effective until all money owing, contingently or otherwise, under and indemnity has been paid in full.

9.3 Each indemnity contained in this Agreement:

9.3.1 is a additional, separate and independent obligation and no one indemnity limits the generality of another indemnity; and

9.3.2 survives the termination of this Agreement.

10. LIABILITY

10.1 IntegrityNet makes no express warranties to the Customer except those expressly set out in this Agreement.

10.2 IntegrityNet does not exclude or limit the application of any provision of any statute (including the Trade Practices Act 1974) where to do so would contravene that statute or cause any part of this clause to be void.

10.3 IntegrityNet excludes;

10.3.1 from this Agreement all conditions, warranties and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (“Non uncodable Condition”);

10.3.2 all liability to the Customer in contract or consequential or indirect damages arising out of or in connection with this Agreement or from the Customer’s use of, or IntegrityNet’s provision of the products or Services or any ancillary product or service, including without limitation, arising from;

10.3.3 any failure or delay by IntegrityNet to transmit data; or

i) any failure or delay by the Customer in receiving data; or

ii) any transmission or receipt of incorrect data; or

iii) any erasure or corruption of any data; or

iv) any unauthorised access to the Customer’s Products and Services; or

v) any software obtained through the Internet; or

vi) any email transmissions; or

vii) any content accessed using the Products and Services found to be offensive, upsetting, inaccurate, misleading or defamatory;

even if IntegrityNet knew they were possible or they were otherwise foreseeable including, without limitation, lost profits or loss of business and damages suffered as a result of claims by any third person such as the Customer or one of the Customer's customers; and

10.3.4 all liability to the Customer in negligence for acts or omissions of IntegrityNet or it’s employees, agents or contractors arising out of and in connection with this Agreement.

10.4 If the Customer is a consumer, as defined under the Trade Practices Act 1974, IntegrityNet does not exclude liability to the Customer for breach of any Non Excludeable Condition in respect of goods or services ordinarily acquired for personal, domestic or household use and consumption.

FORCE MAJEURE

10.5 IntegrityNet is not liable for:

i) any delay in installing the Service;

ii) any delay in correcting any fault in the Service;

iii) failure or incorrect operation of any Service; or

iv) any other default in performance under this agreement;

if it is caused by any event reasonably beyond IntegrityNet’s control, including but not limited to war, accident, act of God, industrial action, terrorist action, embargo, delay or failure or default by any other supplier.

11. BILLING

11.1 The Customer must pay all Charges for the Service in accordance with this Agreement, which may be varied from time to time.

11.2 All Services, unless specified, operate on recurring Billing Cycles. Request for changes to a Service Plan may be made up to (1) one business day prior to the end of the current Billing Cycle. Changes received after this time will not be reflected in the Service until the end of the next Billing Cycle. Changes to Service Plans are not permitted during a Billing Cycle.

11.3 All Charges (unless otherwise specifically agreed), except any Charges for excess usage, are payable in advance for each Billing Cycle and must be paid prior to the commencement of the Services and prior to each Due Date (as applicable).

11.4 Invoices for Services will be sent via electronic mail to the nominated contact email address and may be posted via normal prepaid post if prior arrangement has been made. An extra Postage and Handling charge may be charged for posted Invoices.

11.5 In the event that an invoice is not paid by the Due Date IntegrityNet reserves the right to:

i) charge interest on any amounts outstanding from the date they fall due to the date they are paid at the rate of (10) ten percent per annum; and/or

ii) charge a late payment fee as detailed by the Service; and/or

iii) suspend the Service without notice; and/or

iv) terminate this agreement (as set out in Clause 13.1).

11.6 IntegrityNet will issue the Customer with an invoice in accordance with the Billing Cycle defined for the Service. In addition IntegrityNet reserves the right to:

i) at any time issue an interim invoice for accrued Charges and miscellaneous works which shall become payable by the Due Date; and

ii) invoice the Customer upon the Customer ceasing, for any reason, to be an IntegrityNet customer.

11.7 IntegrityNet reserves the right to re-issue an invoice if an error is subsequently discovered.

11.8 The Customer must pay any invoice by the Due Date. Payment must be made in full in the manner prescribed for the Service. The Customer may not make any allowance by way of set-off or withholding.

11.9 Unless expressly stated otherwise, all Charges under this agreement are inclusive of GST. Where Charges are expressed to be exclusive of GST, the Customer must pay to IntegrityNet in addition to the Charges for the Services, an amount equal to any GST payable on the supply of the Services. The additional amount is payable at the same time as any part of the Charges for the Services is payable.

11.10 The following instances incur additional Charges:

i) dishonored or cancel led payments; and

ii) overdue invoiced amounts; and

iii) any expenses, costs or disbursements incurred by IntegrityNet in recovering any outstanding monies including dishonor fees, debt collection, agency fees, and legal fees; and

iv) requests for invoices to be posted; and

v) requests for the Customer’s Usage Logs; and

vi) requests for logs of the Customer’s calls to IntegrityNet support; and

vii) any Prohibited Activity that in IntegrityNet’s reasonable opinion adversely affects IntegrityNet’s network; and

vii) calls made by the Customer to a third party that results in a charge levied against IntegrityNet; and

ix) any additional assistance(s) which cause a charge to be levied against IntegrityNet.

11.11 Records held and logging procedures adopted by IntegrityNet in relation to usage by or provision of the Customer’s Products and Services are prima facie evidence of the usage of the Service and the Charges payable by the Customer.

11.12 All portions of usage of the Service are Charged for and unused allocations are not transferable or refundable.

11.13 If the Customer provides a credit card or direct debit authority, it will be automatically debited for future invoices. If the Customer’s Service does not require credit card details and the Customer does not want a payment to be charged against and existing credit card or direct debit authority, (14) fourteen days written notice is required.

11.14 Where credit card details are supplied by the Customer or required for a Service, the credit card will also be used for all invoices for other Services grouped with this Service.

11.15 Where the Customer fails to pay an invoice by the Due Date and the Customer has provided credit card details for the initial Service connection the Customer authorises IntegrityNet to immediately debit monies owing from this credit card.

11.16 Where the Customer pays an invoice via direct deposit or electronic funds transfer directly into IntegrityNet’s bank account the Customer must provide proof that the deposit was made by sending a copy of the bank deposit slip or the banks transaction receipt. The Customer acknowledges that the onus of proof for direct deposits and electronic funds transfer remains theirs and that IntegrityNet will not accept a payment as being received unless such proof is supplied.

11.17 The Customer consents to IntegrityNet obtaining a credit reporting agency containing personal information (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by IntegrityNet of an application for credit (whether commercial or personal) and/or for the purpose of the collection of payments which are overdue. In accordance with the Privacy Act 1988 IntegrityNet may report to a credit reporting agency that the Customer is in default of the trading terms of this Agreement and/or because it as necessary to hand over the account to a collection agency to obtain payment.

11.18 In addition to all IntegrityNet Charges, the Customer must provide and pay for all communication, connection and equipment charges necessary to use the Service including telephone lines and all other equipment needed to access the Service at the Customer’s own cost. IntegrityNet bears no responsibility for any telephone call charges, whether local, STD or international that the Customer incurs using or attempting to access the Service. It is the Customer’s responsibility to ensure the number that the Customer is dialing to connect to IntegrityNet is a local number. This responsibility applies whether this number is selected by the Customer or advised by IntegrityNet. IntegrityNet makes no representations as to the nature of any access telephone number supplied to the Customer.

12. REFUNDS

12.1 The Customer may voluntarily cancel a Service by providing written notice of the cancellation. The provision of the Service will cease at the end of the current Billing Cycle and no refund for unused portions of the Service will be provided by IntegrityNet.

12.2 IntegrityNet may terminate a Service in accordance with clauses 13.1-13.4,13.6,13.7. The provision of the Service will cease in accordance with the provisions of that clause and no refund will be payable in respect of the Service.

12.3 The Customer may validly terminate this Agreement as a result of IntegrityNet’s breach and the Customer’s only remedy is a refund of the unused portion of the Service after deduction of any costs incurred by IntegrityNet with the termination of the Service.

12.4 All refunds are reimbursed by cheque only.

12.5 IntegrityNet does not provide refunds for unwanted equipment purchased. If a different model is required IntegrityNet allows (7) seven business days from the date the Customer received the equipment that was purchased for return, at the Customer’s own cost, of any unopened equipment from IntegrityNet. A credit will be applied to the Customer’s account less a (15) fifteen percent restocking fee. No credit will be applicable on any purchased equipment returned unopened after (7) seven business days.

13. TERMINATION

13.1 IntegrityNet may suspend the Service without notice where:

i) IntegrityNet is required to undertake repair, maintenance or service of any part of the IntegrityNet network;

ii) it is reasonably required to reduce or prevent fraud or interference within the IntegrityNet network;

iii) IntegrityNet is required to comply with IntegrityNet's legal Obligations;

iv) You:

a) do not pay any Charge due by the Due Date;

b) breach your obligations outlined in IntegrityNet's Acceptable Use Policy

c) any of the events described in clause 11.5 occurs; or

v) Your continued use of the Service in IntegrityNet's reasonable opinion adversely affects IntegrityNet's network.

13.2 Where IntegrityNet suspends the Service, that suspension will be without prejudice to IntegrityNet's right to terminate supply of the Service to you for the same breach in accordance with clause 13.6.

13.3 Despite any other provisions of this Agreement, IntegrityNet will not be liable to You,or any other person claiming through You, in contract, tort or otherwise (including negligence) for any loss or damage arising form suspension of the Service in accordance with clauses 13.1-13.4,13.6,13.7.

13.4 You may terminate this Agreement at any time on the provision of (5) five business days notice to IntegrityNet Accounts Receivables department. Termination requests may require verification by IntegrityNet to ensure that such a request is genuine. You will be liable for all charges until verification has taken place.

13.5 Where you terminate this Agreement and have:

i) pre-paid Fees for a set term, no refund is payable;

ii) a Service with a contract period,Service termination within the contract period will incur a break fee; or

iii) a volume charged Service, you will immediately be invoiced for any volume usage during the month.

13.6 IntegrityNet may terminate this Agreement immediately by notice to You if:

i) You have beached this Agreement and in IntegrityNet's opinion such breach is not capable of remedy;

ii) You have breached this Agreement where such breach is capable of remedy and after notification You fail to remedy such a breach within (14) fourteen days of receiving notice of that breach;

iii) a provisional liquidator, liquidator, receiver or receiver and manager or any other administrator of your business or assets is appointed or if you enter into any composition or arrangement with your creditors;

iv) Your Service has been suspended for more than (7) seven days;

v) You change your address or billing account contact details without notifying IntegrityNet; or

vi) You are an individual and in the event of your death.

13.7 You remain liable for all Charges payable under the Agreement in respect of the provision of Services from the time of termination to the end of the relevant payment period or Contract Period.

13.8 On termination of this Agreement:

i) Your right to use the Service ceases;

ii) if you have not paid to IntegrityNet the Equipment Charges for any Purchased Equipment, IntegrityNet will immediately invoice you for any outstanding amount on the Purchased Equipment;

a) all Charges for use of the Service and all other amounts owing by You to IntegrityNet (including Equipment Charges) will become immediately due and payable. Any payment details held on record will be used against outstanding invoices. In addition, where a Service is charged at the end of the month, Charges will be applied at the end of the month; and

b) where a Service requires the payment of a Cancellation Charge you are responsible for paying that Cancellation Charge in full, by the specified due date.

13.9 Termination of this Agreement does not affect any of the accrued rights or liabilities of either party, nor does it affect any provision that is expressly or by implication intended to operate after termination.

13.10 If we terminate this Agreement under Clause 13.6 as a result of your non-payment of any Charges:

i) We will be entitled to remove any of our equipment used by you in conjunction with the Services, and you must allow us to enter any premises in which our equipment is stored in order to facilitate this removal;

ii) If you operate a business in which the Services we sell to you are on-sold to third parties, you automatically hereby assign or transfer to us your title to any business information or data owned and used by you in connection with the Services (including without limitation your customer lists and customer database), effective as of the date of the termination of this Agreement; and

iii) you consent to us entering the premises and accessing computers on which the items referred to in Clause 13.10 part (ii) are stored or located, in order to enforce our rights to possess, use and sell those items;

iv) we will set off any amounts we receive from the sale or use of these items against the amounts you owe to us under this Agreement; and

v) we will re-assign or re-transfer to you any items that remain after all amounts owed to us by yo under this Agreement have been paid by you and/or set off by the sale or use of the items referred to in Clause 13.10 part (ii), in accordance with this clause.

14. WAIVERS

14.1 A waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this clause, must be in writing and signed by the party granting the waiver. Unless otherwise specified a waiver is valid for (5) five business days.

14.2 A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right.

14.3 Failure by IntegrityNet to exercise a right or delay in exercising a right does not prevent its exercise or operate as a waiver.

14.4 A waiver is only effective in the specific instance and for the specific purpose for which it is given.

14.5 The rights and remedies of a party under this Agreement does not exclude any other right or remedy provided by law.

15. ASSIGNMENT

15.1 The Customer must not transfer, assign, sell or share his or her rights or obligations under this agreement, except as authorised by IntegrityNet in writing.

15.2 IntegrityNet may upon (30) thirty days written notice to the Customer, assign all its rights and obligations under this agreement.

Revision LGTC-v1.3