1. WEB SEVEN PTY LTD ACN 105 598 356 of 57 Brentnall Street, Norman Park QLD 4170 (“we”).
2. YOU (any company / individual / other that are using a Web Seven ezycat, ezyfolio or ezyweb product).

BACKGROUND
A. We have developed a template website for the wholesale and retail industry. We can modify that template to meet the website needs of a particular customer. We offer to host the customer’s website and to update it in line with any updates to our template. We also offer email services for up to ten users nominated by you.
B. You are a wholesale or retail seller. You want us to provide you with a website based on our template, updated from time to time and hosted by us. You will provide the content of the website.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Agreement unless the context otherwise requires:
Additional Fees means the charge for the relevant personnel as set out in our price sheet current at the date of your request for time, overtime, travel, materials, extra computer time or resource rationalisation resulting from your request directly or indirectly;
Agreement means this agreement;
Commencement Date means the date of this Agreement including the Requirements;
Content means anything you add to the Website including, but not limited to, all text, images, hypertext reference link, image link and framing link;
Continuing Fees means the fee called “Continuing Fee” in our price sheet current at each date it falls due that covers the work we undertake for clause 3.1(e) to (g) inclusive;

Email Obligations means your obligations set out in “Email Obligations” in Schedule 2;
Email Services means the services set out in “Email Services” in Schedule 1;
Expiry Date as set out in the Requirements;
EzyPay means Ezypay Pty Ltd CAN 003 340 734;

Ezypay Direct Debit Request Forms means a form issued by Ezypay titled “Direct Debit Request” or any equivalent form with Ezypay or any equivalent company we may require you to complete from time to time;
Fees means all and any of the additional Fees, Continuing Fees and Start Up Fee;
GST has the same meaning as in the GST Act;
GST Act means A New Tax System (Goods and Services Tax Act) 1999 as amended;
Intellectual Property Rights means all intellectual property rights, including but not limited to:
(A) patents, copyright, registered designs, trademarks, and any right to have confidential information kept confidential; and
(B) any application or right to apply for registration of any of the rights referred to in paragraph (A) of this definition;
Logon Codes means any unique username and related password supplied to you or created by you under this Agreement;
Loss means any loss, claim, liability, damage, cost and expense (including, but not limited to, reasonable legal costs and defence or settlement costs);
Our Credit means our name, logo and acknowledgment as developers of the Website;
Our IPR has the meaning given in clause 4.1;
Requirements means your particular requirements as detailed in the Schedule;
Servers means the dedicated computer facilities we use;
Start Up Fee means the one-off fee stated in our current price list that covers the work we undertake for clause 3.1 (a) to (d) inclusive;
Template means the website template developed by us for use on the graphic portion of the internet known as the world-wide web and includes the software, the graphic user interface, text, images, music and other material developed by us which is accessible through world-wide web browsers and the software tools used by us in developing the template;
Term has the meaning given in clause 2;
User means a user registered by you with us who is allowed to use the Email Service by entering Logon Codes;
Website has the meaning given in clause 3.1(a);
Your Licence has the meaning given in clause 4.2.

1.2 Interpretation
In this Agreement unless the context otherwise requires:
(a) reference to a person includes any other entity recognised by law and vice versa;
(b) the singular includes the plural and vice
versa;
(c) one gender includes every gender;
(d) reference to party includes their executors, administrators or permitted assigns or, being a company, its successors or permitted assigns;
(e) an agreement, representation or warranty on the part of two or more persons binds each and all of them;
(f) clause headings are for reference purposes only;
(g) reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of it.

2. TERM
Subject to clause 13, this Agreement commences on the Commencement Date and will remain in force until terminated by either party by one month’s written notice to the other party, such notice only to have effect on or after the Expiry Date.

3. SERVICES
We agree to:
(a) modify a copy of the Template to be the Website in accordance with the Requirements within seven working days of the Commencement Date;
(b) assist you to load the Content onto the Website;
(c) test the Website against the Requirements with you once the Content is loaded;
(d) make such changes to the Website immediately following the test agreed to by both of us to meet the Requirements;
(e) update the Website within a reasonable time of updating the Template; and
(f) host the Website on the Servers;
(g) provide Email Services;
and you agree to:
(h) provide the Content for the Website;
(i) comply with any ISP code of conduct we introduce from time to time;
(j) obtain and maintain any form of consents necessary from third parties for us to use the Content in any way necessary to create and develop the Website;
(k) obtain a domain name for the Website;
(l) maintain the Website;
(m) retain Our Credit on the Website;
(n) provide us with access at any time to any telecommunication and information technology system under your control in order for us to respond to any security threat to the Website or to our information technology system;
(o) fulfill your Email Obligations;
(p) pay the Start-Up Fee;
(q) pay the Continuing Fees; and
(r) pay any Additional Fees incurred at your request;
subject to the terms and conditions of this Agreement.

4. INTELLECTUAL PROPERTY
4.1 We own all Intellectual Property Rights in the Template and the Website (excluding the Content) both as updated and amended from time to time (“Our IPR”).
4.2 We grant you a non-exclusive, non-transferable, royalty-free licence to use Our IPR for the purpose only of operating and maintaining the Website for the Term (“Your Licence”). Your licence may not be sub-licenced.

5 CONTENT
5.1 You undertake to ensure that the Content;
(a) does not infringe the Intellectual Property Rights of any person;
(b) will not at any stage during the Term contain material which is in any way obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for people under the age of eighteen (18) years; and
(c) does not comprise and cannot be sued for any purposes or activity of an illegal, fraudulent or defamatory nature.
5.2 You grant us a non-exclusive, royalty-free licence to use, reproduce and modify the Content to develop, update and host the Website.
5.3 You will use the Website for your own purposes and will not sub-let space for any other individual or entity.

6 WARRANTIES
6.1 You warrant that you have obtained and will maintain all necessary permissions, authorisations, licences and consents relating to
(a) the use by us of the Content;
(b) the Website’s domain name.
6.2 We will use our reasonable endeavours to ensure that sufficient capacity is maintained in our Servers to enable you and users to access the Website. We do not warrant the anyone will have continuous access to the Website nor that any access will be error free, uninterrupted or unvarying.
6.3 You accept that the Website and access to it are ‘as is’ and ‘as available’ without any warranty of any kind either express or implied, including, but not limited to, warranties of merchantability, fitness for purpose, title or non-infringement.
6.4 Your sole and exclusive remedy if dissatisfied for any reason with the Website and any of our services is termination of this Agreement by one month’s notice to us in writing. Such notice may only be served one calendar year after the Commencement Date.
6.5 We do not warrant that the Website will function on any servers other than the Servers. This means that the Website will need to be reprogrammed for it to hosted on any other server.

7 INDEMNITY
You indemnify us in respect of:
(a) any breach by you of Our IPR;
(b) any breach by you of Your Licence;
(c) any Loss by us in relation in any way to the use, reproduction and modification of the Content;
(d) any Loss by us in relation to the use of the Website domain name;
(e) any breach by you of your Email Obligations.

8 LIABILITY
Except for personal injury (including sickness and death), we exclude all liability to you for any Loss to the maximum extent permitted by law.

9 PAYMENT
9.1 We will issue you with an invoice:
(a) for the Start Up Fee when we have made the changes required under clause 3.1 (d) to our satisfaction;
(b) for the Continuing Fees, in the same invoice as (a) then at intervals determined by us from then on;
(c) for Additional Fees as agreed from time to time.
9.2 You will pay each invoice within fourteen (14) days of its date of issue.
9.3 If you fail to pay any invoice in accordance with clause 9.2, we may close down the Website and email, and any other websites we host for you until you pay all outstanding invoices to us. This right is in addition to any other right we may have.
9.4 If payment is not received after 45 days, Web Seven reserves the right to engage a debt collector to recover the debt.  An administration fee of 25% (ex GST) plus costs will apply.

10 Direct Debit
10.1 You agree to complete an Ezypay Direct Debit Request From in favour of us.
10.2 You authorise us to debit the account you nominate in the Ezypay Direct Debit request form for:
(a) the Start up Fee, either at Start Up or Monthly (as set out in your approved design brief);
(b) the continuing fee monthly in advance; and
(c) the Additional Fees as agreed from time
to time.
10.3 If, for any reason, there are insufficient funds available in your nominated account when we seek to debit it for any Fee, you agree that we are entitled to invoice you for our reasonable expenses in obtaining payment from you of any outstanding Fee.

11 GST
If any Supply (as defined in the GST Act) made by us to you under this Agreement is a Taxable Supply (as defined in the GST Act), then:
(a) in relation to any consideration payable by you to us under this Agreement, we will be entitled to recover from you an additional amount on account of GST, such amount to be equal to the amount of our 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 consideration is paid;
(b) we and you 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.

12 CONFIDENTIALITY
12.1 Except as legally required, neither you nor we will not disclose the other’s Confidential Information.
12.2 Both you and we will take reasonable steps to ensure that any person working for us does not disclose the other’s Confidential Information.

13 TERMINATION
13.1 We may terminate this Agreement immediately by notice in writing if you:
(a) are in breach of any term of this Agreement and such breach is not remedied within thirty (30) days of you
becoming aware of such breach;
(b) discontinue any Email Services;
(c) you become or may become subject to any form of insolvency administration;
(d) you cease to carry on your business.
13.2 If notice is given under clause 13.1, we may:
(e) close down the Website;
(f) retain any moneys paid to us;
(g) charge a reasonable sum for work performed for which no invoice has been raised previously;
(h) be regarded as discharged from any further obligations under this Agreement; and
(i) pursue any additional or alternative remedies provided by law.

14 ASSIGNMENT
You may not assign this Agreement without our prior written agreement.

15 NOTICES
Notices will be sent to the respective addresses given at the top of this Agreement.

SCHEDULE 1

“YOU”
NAME
ABN/CAN
ADDRESS
CONTACT PERSON
CONTACT EMAIL
CONTACT TELEPHONE
EXPIRY DATE
START UP FEE
Pay a lump sum at start up (“Start Up”)
Pay as equal monthly instalments, commencing at Start Up (“monthly”)
REQUIREMENTS

All of the above "You" details are stated on your quote.

SCHEDULE 2
EMAIL SERVICES
Email Services comprise:

• access either by dialup or permanent connection to the Internet for up to ten Users;
• Internet electronic mail addresses for up to ten Users;
• the relevant software;
• 90MB storage capacity for all email addresses together.

EMAIL OBLIGATIONS
You will
• be responsible for all telecommunications costs;
• install and maintain the necessary computer equipment, including, but not limited to, software, to connect to the Servers;
• register each User and their Logon Codes with us, up to a maximum of ten Users at any one time;
• not disclose in any way any Logon Codes to any third party;
• notify us as soon as you believe that any Logon Codes has or might have become known to a third party;
• not publish defamatory, obscene or unlawful material;
• not use the Email Service in the breach of any law including, but not limited to, any standard or code;
• not use the Email Service in breach of any rights, including, but not limited to, Intellectual Property Rights, of any third party;
• not resell the Email Service.

Copyright © Web Seven Pty Ltd 2003, all rights reserved.