Copyright © VCubed Pty Ltd, 2005

116 Edward Street
Perth WA
6000

E-mail: customerservice@v3leisure.com
Telephone: 08 9227 3933

PROVIDER AGREEMENT

This Provider Agreement is entered into between into between VCubed Pty Ltd (ACN 074 524 879) (V3) of 116 Edward Street, Perth and the person (You or Provider) whose details are set out in the Application that forms part of this Agreement.



1. Definitions

1.1 The following terms are defined for the purposes of this Agreement:

Agreement means this agreement as amended or replaced at any time.

Application refers to one or more application forms, authorities or agreements that You must execute to participate in V3Travel System including where You activate VPay by completing the VPay Forms.

Bank has the meaning set out in the Banking Act, 1959.

Book Now Button means a hyperlink button which may be placed on your Business Website which enables consumers to make an Online Booking using My Booking Pages.

Booking and Payment Services means services that includes an automated booking and electronic payment processing system to be made available on agreed terms to Participants in V3Travel System by V3 or one or more third party suppliers to be automatically calculated and processed in accordance with pre-set Data populated in V3Travel System by You or V3.

Booking Confirmation means a form produced when an Online Booking occurs (excluding On Account Bookings) which the Booking and Payment Services automatically creates and delivers electronically to Your Customer using Your Product Description in V3Travel System.

Booking Terms means the terms and conditions upon which a Customer can make an Online Booking set by You or V3 in iLoader.

Business Website refers to the primary consumer facing website for Your Business as detailed in Your Application.

Combined Booking Fee is a non-refundable Fee payable by You to V3 for using V3Travel System to enable Online Bookings calculated at the rate set out in Your Application (or subject to clause 7.2 as amended and notified to You) on the total value of each Online Booking at the date the Online Booking is made and payable in each month on the Monthly Payment Date.

Conditions of Use means the conditions upon which a Customer can use Your Tourism Product set by You or V3 in iLoader.

Customer means a person who purchases Tourism Product.

Data means accurate, up to date and complete information that complies with the requirements set out in this Agreement.

Direct Credit is a credit to Your nominated Bank account of agreed amounts from the V3 Transaction Account.

Direct Debit is a periodic debit from Your nominated Bank account to the V3 Transaction Account of agreed amounts.

Distribution Fee is a non refundable fee payable by You to V3 for accessing certain functionality of V3Travel System enabling Your Product Description to be distributed through a Distributor calculated on the total value of each Online Booking made through a Distributor at the date the Online Booking is made at the respective Distributor Rates for each Distributor set out in the Distributor Terms and Conditions (or subject to clause 7.2 as amended and notified to You).

Distributor means a Participant in V3Travel System who agrees on the Distributor Terms and Conditions to distribute Tourism Product through a web based or information centre/call centre type distribution network.

Distributor Rate is the rate set by the Distributor in the Distributor Terms and Conditions (or subject to clause 7.2 as amended and notified to You) for distributing Product Description through the Distributor expressed as a percentage of the value of the Online Booking at the date the Online Booking is made.

Distributor Terms and Conditions means the terms and conditions set by the Distributor including the Distributor Rate upon which a Distributor agrees to distribute Your Product Description.

Fees mean fees and payments payable to V3 by You for using V3Travel System including Combined Booking Fees, Distribution Fees, Transaction Fees or other fees (if any) described in Your Application (or subject to clause 8.2 as amended and notified to You) .

Force Majeure Event means any event outside V3's reasonable control, and includes a failure or fluctuation in any electrical power supply, failure of air-conditioning or humidity control, electromagnetic interference, cable cut, fire, storm, flood, earthquake, accident, war, act of terrorism, labour dispute (other than a dispute solely between V3 and its own staff or staff under its control), materials or labour shortage, the change or introduction of any law or regulation or an act or omission, failure or delay of any third party or any failure of any equipment owned or operated by any third party.

Gateway means one or more third party suppliers nominated by V3 during the Term to provide gateway services to V3Travel System to route credit, debit, and stored value card transactions from merchants' point-of-sale terminals or internet sites to Bank and customer back-end systems for processing.

GST Law means A New Tax System (Goods and Services Tax) Act 1999.

Intellectual Property Rights means patents, trademarks, copyrights, topography rights, rights to extract information from a database, design rights, trade secrets and rights of confidence, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them.

iLoader means a connected booking system which forms part of the V3Travel System and includes the iLoader Dashboard, which allows You to load Tourism Product to the V3Travel System.

Monthly Accounting Date means a fixed day in each month (which until otherwise notified by V3 shall be the 1st day of each month) on which V3 automatically generates Settlement Reports and commences a new monthly accounting period for the purpose of the monthly issuing of Tax Invoices (under clause 6).

Monthly Fee is the monthly payment (if any) for use of iLoader at the rate described in Your Application (or subject to clause 7.1 and 7.3 as amended and notified to You).

Monthly Payment Date means one or more days in each month determined by V3 on which Direct Debits occur (which until otherwise determined by V3 shall be the 16th day of each month) for the Direct Debit from iLoader Product Providers of all Fees in accordance with Tax Invoices submitted seven days before the Monthly Payment Date.

My Booking Pages means the functionality provided by the V3Travel System to activate your own Business Website with a Book Now Button (if required) to enable Customers to make Online Bookings of your Tourism Product using the Booking and Payment Services.

On Account Bookings are a form of Online Booking in which payment or part payment by the Customer is made direct to the Distributor, the Distributor is responsible for issuing a Tax Invoice to the Customer, the Booking and Payment Services electronically sends a Settlement Report to the iLoader Product Provider and the iLoader Product Provider is responsible for issuing a Tax Invoice to the Distributor (if applicable).

Online Bookings mean electronic bookings of Tourism Product made by using VPay.

Owners mean the third party owners of Intellectual Property Rights in V3Travel System.

Participant means an individual participant who uses V3Travel System in a defined manner agreed with V3.

Person includes a corporation, partnership or other trading entity and the singular includes the plural and vice versa.

Product Description means Data that describes a Tourism Product that includes the minimum requirements to enable Online Bookings of that Tourism Product to be made there and then including but not limited to product name, provider name, booking terms, conditions of use and a price for the requested time.

Provider means a supplier of Tourism Product who has entered into Provider Agreement and has inputted or had V3 input their Product Description on the V3Travel System or has been authorised to use the Provider Dashboard to input Product Description on V3Travel System.

Provider dashboard means a restricted access web site that makes various account creation and management functions of V3Travel System available that may be used strictly in accordance with user guides distributed by V3 and as approved by V3.

Settlement Reports are reports automatically created by Booking and Payment Services when an On Account Booking is made that include a calculation of the sum payable by the Distributor to the Product Provider for that On Account Booking based on the Product Description and Distributor.

Tax Invoice is defined in GST Law.

Term commences on the date of Application and continues until terminated in accordance with clause 13 or as otherwise agreed between You and V3.

Tourism Product means accommodation, attractions, transport, tours and other tourism and leisure based services and facilities in or relating to a specified geographical location.

Transaction Fee is a flat fee for Gateway services on each Online Booking payable by You in each month on the Monthly Payment Date on each Online Booking made before the preceding Monthly Accounting Date at the rate described in Your Application (or subject to clause 7.2 as amended and notified to You).

V3 Transaction Account means a Bank account established and maintained by V3 during the Term.

V3Travel System means a software tool suitable for Tourism Products comprising an open booking exchange hub offering web services that enables Product Providers to make available Tourism Product to Customers through multiple Distributors.

VPay is the product name for functionality of V3Travel System that includes Booking and Payment Services.

2. Appointment as Provider

2.1 Subject to You complying with all of the terms and conditions of this Agreement V3 agrees for You to input data into V3Travel System.

2.2 As Provider You may:

(a) Input Your Product Description to V3Travel System;

(b) Select or opt into one or more Distributors to distribute Your Product Description and reset or opt out of your selections at any time; and

(c) Set and reset Data in V3Travel System.

2.3 You must not represent or hold Yourself out as an agent of V3 for any purpose or make any warranty or representation on their behalf at any time.

3. Your Responsibilities

3.1 In supplying Data to V3Travel System You must ensure that You comply with and where You offer to sell, supply or distribute Tourism Product through V3Travel System that such offer complies with:

(a) all relevant laws, regulations and legally required standards, including but not limited to the Trade Practices Act 1974 and State and Territory fair trading laws, and

(b) all regulatory guidelines and industry codes of conduct in relation to the promotion and sale of Tourism Products.

3.2 Data including but not limited to Product Description provided by You is Your sole responsibility and V3 accepts no responsibility for and is not liable for the content of Data provided by You or any other person in V3Travel System nor for any errors or omissions in that Data nor for any reliance by any person on that Data. Any Data populated by V3 at Your request or the request of any other Participant remains Your responsibility or the responsibility of the requesting Participant. Nothing in this Agreement is to be read or construed as making V3 responsible for the contents of or accuracy or completeness of Data populated on behalf of You or any other Participant.

3.3 You will ensure that all Product data is provided to the highest possible standards and quality.

3.4 It is Your sole responsibility to ensure inventory provided to V3Travel System is a true reflection of availability.

3.5 You agree that all confirmed bookings made through V3Travel System will be honoured; any bookings which are not honoured will mean that the Service Provider is solely liable for any damages claimed by the Customer.

3.6 You must ensure that You provide V3Travel System with any relevant updates to information and agree that V3 is not liable for any information displayed via other websites or booking centres connected to V3Travel System.

3.7 V3 is not liable under any circumstances for the behaviour or conduct of any Customers who have booked through V3Travel System. V3 makes no warranty whatsoever as regards to the identity or conduct of any Customers who have been booked through V3Travel System. It is the sole responsibility of the Operator to verify Customer's identity and ensure that appropriate codes of conduct and behaviour are understood and adhered to.

3.8 Any discounted or special rates offered by You must be genuine discounts on standard advertised rates.

3.9 You may opt in or out of distribution via V3Travel System at any time. Notwithstanding this, any bookings made through the website prior to the time of opting out will be honoured by You.

3.10 You warrant that the information provided for distribution via V3Travel Sytstem is true and correct, is not misleading or deceptive, and does not contain any material which is obscene, offensive or defamatory.

4. Complaints

4.1 You agree to comply fully in the investigation and resolution of any complaints which are raised by Customers who identify issues directly with any distributor connected to V3Travel System.

4.2 You must respond to any inquiry or complaint by a Customer, within 1 days of

5. Accessing e-commerce on V3

Travel System

5.1 When Online Bookings (excluding On Account Bookings) are made the Booking and Payment Services automatically creates and delivers electronically Your Booking Confirmation to Your Customer using Your Product Description in V3Travel System. A Tax Invoice will be created and issued to You for that Online Booking in accordance with clause 7 , seven days before the Monthly Payment Date for the Fees You have agreed to pay for that Online Booking set out in clause 7.1. All Fees must be paid to the V3 Transaction Account on the Monthly Payment Date in accordance with Tax Invoices issued under clause 7. You must maintain sufficient cleared funds in Your nominated Bank account to ensure that the Direct Debits referred to in clause 6.4 can occur in each month on the Monthly Payment Date. All payments of Fees are non refundable.

5.2 You agree and authorise:

(a) Payment to V3 on the Monthly Payment Date by Direct Debit of all Fees set out in clause 8.1 payable by You in respect of Online Bookings;

(b) Payment to V3 on the Monthly Payment Date by Direct Debit of all other Fees set out in clause 7.1 for using V3Travel System;

(c) Payment by V3 by Direct Credit to You on the Monthly Payment Date of amounts owing to You as adjustments to correct errors payable to You;

(d) V3 to periodically Direct Debit You where an overpayment to You has occurred;

(e) V3 to periodically resubmit a Direct Debit request (and invoice You for any additional fees charges or expenses incurred by V3) 24 hours from the rejection of any Direct Debit request for payment by You made in accordance with this clause and where the Direct Debit request is rejected for a second time (or 3 times in any 6 month period) You agree that V3 may immediately terminate Your use of V3Travel System without prejudice to any other remedies available to V3;

(f) V3 to generate a Recipient Created Tax Invoice in compliance with GST Law in the circumstances described in clause 12 ;

(g) Where V3 becomes liable for any penalties or interest as a result of the late payment of GST due to your failure to comply with the terms of this Agreement or your obligations under any applicable law, then You agree to pay V3 an additional amount equal to those penalties and interest, and

(h) Subject to clause 5.6 Booking Confirmations to be electronically generated using Your Product Description and sent to Customers on Your behalf when an Online Booking is made except in the case of On Account Bookings where You acknowledge that the Distributor is responsible for supplying a Tax Invoice to the Customer and You must generate and send a Tax Invoice to the Distributor to receive payment or part payment from the Distributor.

5.3 You must make each payment described in clause 5.2 even if:

(a) You cannot access one or more Distributors;

(b) V3Travel System is unavailable or has limited availability for a period of time as a result of a network or system outage, or

(c) you are unable to use V3Travel System or any part for any reason in circumstances where V3Travel System is available for use.

5.4 On each Monthly Accounting Date Booking and Payment Services automatically generates Settlement Reports for all On Account Bookings made since the last Monthly Accounting Date and calculates Fees for all Online Bookings made since the last Monthly Accounting Date. V3 try to include all Fees for Online Bookings that have been made during the period since the last Monthly Accounting Date. Where that does not happen, Tax Invoices may include payment requests that relate to previous monthly periods except where such payment requests are older than 190 days from the date the payment was incurred by You.

5.5 V3 is not responsible for and takes no responsibility for the administration of any third party approval or contractual requirements that are required to participate in the processing of Online Bookings using VPay including but not limited to any Banking and Gateway approvals or requirements, or the terms and conditions upon which any Bank account is administered and maintained. Inclusion in VPay of any third party material is not an endorsement by V3 of the services offered by any third party and does not constitute an offer by V3 to provide or promote those services to You. It is Your responsibility to evaluate the accuracy and usefulness of any third party information including the reliability and fitness for purpose of any underlying goods or services offered and to seek independent information and advice before acting in reliance on that information.

5.6 Notwithstanding clause 5.2(h) the You agree that You alone are responsible for complying with the requirements imposed on suppliers of a taxable supply by GST Law. Without limiting the generality of that obligation You are responsible for ensuring that a valid Tax Invoice has been issued in respect of every supply and that the record keeping and retention requirements of GST Law applicable to it are complied with.

5.7 Online Bookings of Your Product Description using VPay are subject to the Booking Terms and Conditions of Use supplied by You in the Product Description. You alone are responsible for ensuring that Your Booking Terms and Conditions of Use are appropriate for Your business requirements and comply with the Data requirements set out in clause 3.

5.8 Online Bookings of Your Product Description using VPay may also be subject to terms and conditions imposed by other Participants including the Distributor Terms and Conditions and the Operators Agreement (if applicable). It is Your responsibility to assess such terms and conditions, to seek independent information and advice before acting in reliance on those terms and conditions and to inform Your Customers of all terms and conditions that apply to a supply of goods or services by You.

5.9 You must make payment of all amounts due and owing by You described in this Agreement in full without any set-off, counter-claim or deduction of any kind. V3 may deduct amounts due and owing by You before making any payment to You.

5.10 Subject to You on each occasion first fully complying with Your payment obligations set out in clause 5.2 V3 agrees during the Term and in accordance with commercially reasonable business practices:

(a) to be responsible for paying to the Distributor or otherwise discharging the fees at the Distributor Rate that You agree to pay when You accept the Distributor Terms and Conditions for each Online Booking (excluding On Account Bookings) using a Distributor,

(b) to pay to Gateway the standard Gateway fee (if any) on each Online Booking,

(c) to promptly pay or otherwise discharge all fees owing to Related Participants and Supply Partner in connection with Online Bookings.

6. Tax Invoices

6.1 V3Travel System includes functionality to automatically process and calculate Tax Invoices monthly by reference to the Monthly Accounting Date so that (subject to clause 5.4 ) Tax Invoices under clause 6.2 are electronically sent to Participants seven days before the Monthly Payment Date for all Online Bookings made during the period commencing on the last Monthly Accounting Date and ending at midnight before the Monthly Accounting Date. You are responsible for checking the receipt of all Tax Invoices and You must promptly check the accuracy of all Tax Invoices and advise V3 immediately of any errors or omissions.

6.2 Tax Invoices will be generated by reference to the Data pre-set for each Online Booking on the date when an Online Booking is made (including number of Online Bookings, Product Description, Online Booking value and Fees) and the commercial terms described in clause 7.

6.3 V3 will promptly investigate any alleged errors or omissions in the Tax Invoices notified by a Participant and advise the Participant in writing within 10 working days of either:

(a) the outcome of V3's investigation, detailing the reasons for V3's decision; or

(b) the need for more time to complete V3's investigation.

6.4 You acknowledge that Settlement Reports are automatically generated when On Account Bookings are made based on Data including Product Descriptions and Distributor Terms and Conditions populated in V3Travel System. On Account Bookings are transacted externally to V3Travel System and V3 does not warrant the accuracy or completeness of Settlement Reports and You should ensure that You independently review and check the contents of Settlement Reports before relying upon them.

6.5 V3 may change the date upon which Tax Invoices are electronically sent to You at any time but must give You 30 days notice of any proposed change.

7. Commercial terms

7.1 You acknowledge that the following Fees are payable in using V3Travel System:

(a) Distribution Fee payable by You to V3 on each Online Booking (excluding On Account Bookings) using a Distributor payable in each month on the Monthly Payment Date for all Distribution Fees accrued up to the preceding Monthly Accounting Date;

(b) Combined Booking Fees payable by You to V3 in each month on the Monthly Payment Date for all Combined Booking Fees accrued up to the preceding Monthly Accounting Date;

(c) Transaction Fees payable by You to V3 in each month on the Monthly Payment Date for all Transaction Fees accrued up to the preceding Monthly Accounting Date;

(d) Monthly Fees (if any) payable by You to V3 in each month on the Monthly Payment Date if You were registered as a Participant on the preceding Monthly Accounting Date , and

(e) All other additional fees and charges (if any) payable by You to V3 for use of additional products or services of V3Travel System at the rate set and listed in Your Application or in any further Applications made by You from time to time.

7.2 The Distributor may reset the Distributor Rate at any time (which will increase the Distribution Fee payable by You) provided at least 30 days notice of the proposed rate change is given. The rates in clause 6.1 may be amended at any time by V3 provided at least 30 daysí notice of the proposed rate change is given.

7.3 If your Business Website is not activated with a Book Now Button and My Booking Pages functionality you will be charged a Monthly Fee as outlined in your Application Form by direct debit, or V3 may suspend and/or terminate the supply of VPay to you.

7.4 By activating your Business Website with My Booking Pages, You approve V3 to access your FTP details in order to add a My Booking Pages to your website. You agree that V3 is not liable for any loss or damage caused by any changes made to your website by V3 and that V3 is not responsible for the accuracy or completeness of the content or online booking functionality of your website.

7.5 You agree that nothing in this Agreement makes V3 responsible or appoints V3 as your agent in Your name or on Your behalf to:

(a) collect, request or demand payment of debts from any third party including but not limited to Customers or Distributors;

(b) process requests from Customers including but not limited to requests for refunds for Online Bookings (in whole or part);

(c) check the accuracy or completeness of Your Data including but not limited to Your Product Descriptions or Tax Invoices sent to Customers at any time;

(d) except only as specifically provided for in clause 6 refund any payment made by You or any third party in connection with Online Bookings whether or not You or any third party are required to refund any amount to a third party including but not limited to Customers.

8. Ownership of Intellectual Property Rights and Upgrades

8.1 You agree that V3 or Owners own all Intellectual Property Rights capable of being owned or held in the Licensed Software and V3Travel System and that any update, modification, improvement, new release, new version or enhancement to any of them (Upgrade) made by any person is equally owned by V3 or Owners. The terms of this Agreement apply to each Upgrade from first release.

8.2 You agree that trademarks whether registered or unregistered and logos forming part of V3Travel System must not be used or modified in any way without the prior written consent of V3 and Owners and Your use of V3Travel System must not in any way infringe the Intellectual Property Rights of any person.

8.3 The provisions of this clause 8 are intended to survive termination of this Agreement for any reason.

9. Warranties and indemnities

9.1 You understand that You use V3Travel System entirely at Your own discretion and risk and without limiting the generality of that statement that through the use of V3Travel System You provide or populate Product Description, Tourism Product, and other data and that You access data populated by Participants including but not limited to Distributors (together Material) entirely at Your own discretion and risk and that You download, access, rely upon, disseminate or provide links to that Material entirely at Your own discretion and risk. In the event that You provide links to the Material to any third party You must ensure that such third party is aware of the limitations of liability and exclusion of warranties set out in this Agreement including but not limited to the requirement that any use of V3Travel System or the Material is undertaken entirely at the risk of the party accessing or using it.

9.2 V3 will not be liable to You or any third party for any use by You or any third party of V3Travel System, any transaction entered into by You or a third party using V3Travel System which is disputed, declared void or voidable, avoided or defaulted by any person or any breach of an agreement between You or any third party and any person arising from the use of V3Travel System.

9.3 V3 and Owners and their respective officers, employees, agents or contractors will not be liable for any damages including but not limited to indirect, consequential or incidental loss, damage or injury, including but not limited to damages for loss of business profits, savings, revenue, use, business interruption, loss of business information, data, goodwill or other pecuniary loss under any cause of action or theory of liability arising out of the use, inability to use, or defect in V3Travel System or arising from or in connection with this Agreement or any act or omission of V3 or Owners or their respective officers, employees, agents or contractors, even if V3 and Owners have been advised of the possibility of such damages. This limitation of liability will apply whether the damages arise from use, misuse or reliance on V3Travel System including but not limited to the Data, from any inability to use V3Travel System, from the interruption, suspension, or termination of V3Travel System (and extends to any damages incurred by third parties). This limitation of liability also applies to damages incurred by reason of other services or goods received through or advertised on V3Travel System (including but not limited to Tourism Product) or received through or advertised on any links provided on V3Travel System as well as by reason of any information or advice received through or advertised on V3Travel System or received through or advertised on any links provided on V3Travel System.

9.4 V3's maximum liability in respect of any damages, costs, expenses or other claims arising out of or in connection with this Agreement whether in contract, tort or otherwise shall except in the case of death or personal injury resulting from V3's negligence (for which no limitation will apply) be limited at V3's election in the case of services to the resupply of or the payment of the cost of resupply of the services and in the case of goods to any one or more of the following:

(a) the replacement of the goods or the supply of equivalent goods;

(b) the repair of the goods;

(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or having the goods repaired,

or in any case to the payment to You of an amount not exceeding the Monthly Fees paid by You during the immediately preceding 12 months.

9.5 You must indemnify and hold harmless V3 and Owners against any loss damage liability expense cost or charge (including court costs and reasonable legal fees) arising from or incurred in connection with Your use of V3Travel System in any manner that breaches or is in contravention of this Agreement or any relevant law, regulation, or requirement of any relevant regulatory authority in the Territory, and against the claims of Customers, Distributors or other third parties arising from or connected with Your use of V3Travel System or your supply or failure to supply any goods or services except in each case to the extent such claims are attributable to the negligence or knowing or wilful misconduct of V3 and in that case provided that You must not settle any claim without V3's prior written approval which will not be unreasonably withheld, delayed or conditioned.

9.6 You also agree to indemnify and hold harmless V3 and Owners and their respective past, present and future officers, directors, employees or agents and the owners of third party software included in V3Travel System from and against any and all claims, suits or actions asserted against any or all of them to the extent that it is caused or contributed to by any negligent or wilful act or omission of You or Your present or future employees, officers, directors, members or agents.

10. Changes, conflicts and continuation of this Agreement

10.1 The terms and conditions of this Agreement may be amended by V3 from time to time. You will be notified of any which may have an adverse effect on You. If You do not agree with an amendment at any time then You may terminate this Agreement by sending an appropriately worded message to V3 at customerservice@v3leisure.com and on receipt of Your message this Agreement will automatically terminate and You will have no further right to access V3Travel System and You will have no claim against any person including but not limited to V3 and Owners and their respective directors, officers and representatives arising from the termination of this Agreement. Notwithstanding termination You must continue to make payments of All fees including but not limited to the Combined Booking Fees, Transaction Fees and Distribution Fees (if applicable) that relate to Online Bookings that are made up to the termination date and to pay all Fees that accrue up to the next Monthly Accounting Date after the termination date and You will be entitled to receive all payments due and owing to You that accrue up to the termination date in each case subject to the terms and conditions of this Agreement.

11. Customer Data

11.1 You acknowledge that V3Travel System includes a central data collection and storage system that will collect and store upon generation all information relating to Your Customers including Online Bookings (and bookings made without using VPay) Product Descriptions, individual clientele and purchasing records (but excluding all banking or credit card details of any person) ("Customer Data") in addition to the individual data collection, account management, Customer records and storage systems that may be operated and maintained by You.

11.2 You acknowledge that Your Customer Data is jointly owned by V3, and where the Customer Data has come via a Distributor that Distributor and may be jointly accessed and exploited by them at any time (on such conditions as they may subsequently agree).

12. GST

12.1 In this Agreement the expressions "consideration", "GST", "supply", "tax invoice", "recipient" "Recipient Created Tax Invoice" and "taxable supply" have the meanings given to those expressions in GST Law.

12.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are inclusive of GST.

12.3 The recipient of a supply is entitled to a valid tax invoice in respect of the supply at or about the time of the supply.

12.4 Where V3 issues a Recipient Created Tax Invoice to the Product Provider the Product Provider must not issue a tax invoice for the supply.

12.5 The Product Provider must be registered for GST prior to making a supply and must immediately notify V3 if it ceases to be registered;

12.6 V3 must be registered for GST at all times when it administers V3Travel System and must notify each Participant if it ceases to be registered.

13. Suspension and Termination

13.1 V3 may without liability immediately suspend the operation of V3Travel System for an indefinite period or restrict Your access to V3Travel System where:

(a) An essential supplier of services terminates its agreement with V3 or ceases to supply services to V3;

(b) there is an emergency, or V3 reasonably believes a threat or risk exists to the security of V3Travel System or the integrity of the platform or network or a supplier's network;

(c) a Force Majeure Event occurs;

(d) V3 is required by law or in order to comply with an order, direction or request of any relevant regulatory authority;

(e) V3 reasonably suspects fraud or other illegal conduct by You or any other person in connection with V3;

(f) doing so is necessary to maintain, repair or restore any part of V3Travel System or any telecommunication or network service used to supply services to V3Travel System or for other operational reasons, or

(g) while investigating any breach on Your part of this Agreement.

13.2 V3 may terminate this Agreement immediately by notice to You:

(a) if You have breached this Agreement and in V3's reasonable opinion that breach is not capable of remedy,

(b) if You have breached this Agreement and where the breach is capable of remedy You have failed after notification to remedy the breach within 14 days of receiving email notice from V3 of that breach.

(c) if 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, or

(d) if You are a natural person in the event of Your death.

13.3 Where this Agreement is terminated by V3 You remain liable for payments of All fees, including but not limited to Combined Booking Fees, Transaction Fees and Distribution Fees (if applicable) that relate to Online Bookings that are made up to the termination date and to pay all Fees that accrue up to the next Monthly Accounting Date after the termination date and notwithstanding termination V3 and Owners will have the right to claim from You any costs and damages incurred or sustained by V3 or Owners as a result of Your breach.

13.4 You may terminate this Agreement at any time by giving 30 days prior written notice by sending an appropriately worded message to V3 at customerservice@v3leisure.com and at the end of that notice period this Agreement will automatically terminate and You will have no further right to access or use V3Travel System and You will have no claim against any person including but not limited to V3 and Owners and their respective directors, officers and representatives arising from the termination of this Agreement. Notwithstanding termination You must continue to make payments of All Fees including but not limited to Combined Booking Fees, Transaction Fees and Distribution Fees that relate to Online Bookings that are made up to the termination date and to pay all Fees that accrue up to the next Monthly Accounting Date after the termination date and You will be entitled to receive all payments due and owing to You that accrue up to the termination date in each case subject to the terms and conditions of this Agreement.

14. Applicable Law

This Agreement is governed by and is to be construed according to the laws applicable in Australia. The provisions of this Agreement may not satisfy the laws of any other country.

15. Notices

Any notice, claim or demand in connection with this Agreement (each a "Notice") shall be sufficiently given to the recipient at its address, and in the case of V3 as stated at the beginning of this Agreement. Any communication by email or facsimile transmission will be deemed to be received when transmitted to the correct email or facsimile transmission address of the recipient. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third day following the date of posting.