Terms and Conditions

American Express®

Merchant Services

Card Acceptancefor American Express

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These Terms and Conditions form the basis of your affiliation withAmerican Express.Please read carefully and retain for your records.Edition: May 2007

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Contents

Section I: Basic terms and conditions1. Definitions 3

2. Entire Agreement 4

3. Honouring the Card 4

4. Merchant Service Fee 4

5. Payment Procedure and Payment Plans 4

6. Payment Currency and Direct Debit 6

7. Full Recourse 6

8. Accepting the Card 6

9. Mail and Telephone Order Charge Requests 7

10. Prohibited Transactions 8

11. Authorisation 8

12. Record of Charge (ROC) 9

13. Recurring Billing 9

14. Submission of Charges 10

15. Processing Agent 10

16. Statements 11

17. Imprinters and Terminals 11

18. Applying Cardmember Payments 11

19. Credits 11

20. Cardmember Disputes 12

21. Security 12

22. GST Disclosures 13

23. Indemnity 13

24. Limitation of Liability 13

25. Advertising Displays 13

26. Service Marks and Trade Marks 13

27. Confidential Information 13

28. Term and Termination 14

29. Notice Requirement 14

30. Assignment 16

31. Amendment 16

32. Waiver 16

33. Authority to Sign 16

34. Notices 16

35. Information Privacy 16

36. Compliance with Laws 17

37. Governing Law 17

Section II: Special terms and conditions foracceptance of the American Express Card1. Agreement 18

2. Accommodation 18

3. Parking 19

4. Car Hire 19

5. Travel Services Businesses 20

6. Third Party Charges 20

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7. Customer Activated Terminals (CAT) 20

8. Internet Orders 20

9. High Risk 21

10. Merchants Outside Australia 22

Section III: Special terms and conditions forelectronic data capture terminals1. Overview 23

2. Capturing Data/Generating Forms 23

3. Authorisation 23

4. Payment and Processing 23

5. Record Requests 23

6. American Express Electronic Data Capture

(EDC) Terminals 24

7. Third Party Terminals 25

8. Term and Termination 26

Section IV: Special terms and conditionsdirect credit payment service1. Overview 27

2. Your Account 27

3. Account Adjustments 27

4. Procedures for Direct Credit 27

5. Term and Termination 28

Section V: Special terms and conditions foracceptance of the American ExpressCorporate Purchasing Solution1. Corporate Purchasing Solution 29

2. Definitions 29

3. Accepting CPS Charges 29

4. CPS Data 30

5. Sending CPS Charges to us 30

6. CPS Equipment and Software 30

Section VI: American Express data securityoperating policies for merchants1. Data Security Standards for Merchants 32

2. Duty to Notify American Express 33

3. IMPORTANT! Demonstration of Compliance with

Data Security Operating Policy 33

4. Disclaimer 35

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Terms and conditions These Terms and Conditions govern your participation in the AmericanExpress Card Service. You agree to accept the American Express Card and anyThird Party Card in accordance with these Terms and Conditions at all yourlocations which we have approved. You also agree to comply with ourOperating Policies and Procedures which we will notify you of, and which weare entitled to amend, from time to time.

To indicate that you accept these Terms and Conditions and make themlegally binding between you and us, simply start accepting the AmericanExpress Card as payment for goods or services at your Establishment(s).

If you do not accept these Terms and Conditions, you must not accept theCard or submit Charges to us, but must notify us immediately and return allAmerican Express materials to us.

You agree to provide us with a list of the names and addresses of all yourlocations and to keep the list regularly updated.

Section I: Basic terms and conditions1. Definitions This table explains words and expressions used in these Terms andConditions:

This expression… Means…

“Agreement” Collectively, the Application, the Basic Terms andConditions, the Special Terms and Conditions andthe Operating Policies and Procedures.

“American Express” American Express Australia Limited “we” “us” “our” (ABN 92 108 952 085), its related companies and

licensees that issue the Card or participate in theCard Service.

“Application” The form you have completed, signed andsubmitted to participate in the Card Service.

“Authorisation” The process for approving Charges described inClause 11 below.

“Basic Terms The terms and conditions set out below, as and Conditions” amended from time to time.

“Card” • Any card or other account access device issuedby American Express Travel Related ServicesCompany, Inc., its related bodies corporate or itsor their licensees bearing the name or trademarkof American Express.

• A card or other account access device issued by aThird Party and bearing the Third Party’s name ortrademark.

“Cardmember” The individual whose name is embossed on thefront of the Card.

“Card Service” The American Express Card Service

“Charges” Purchases which Cardmembers make with the Cardand any amounts incidental to such purchase suchas GST, other taxes or duties, service or deliverycharges and gratuities.

“Credit” A refund to a Cardmember for a Charge.

“EDC” Submission of Charges by electronic data capture.

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“Establishment”, The individual or organisation who signs the “you”, “your” Application.

“ExpressCap” Submission of Charges by voice response system orcard-reader

“Full Recourse” Our right to recover payment from you for aCharge as set out in this Agreement.

“Merchant Fee” Our fee for accepting Charges from you, asreferred to in Clause 4.

“Operating Policies Our operating policies and procedures of the Cardand Procedures” Service as notified to you and/or amended from

time to time.

“Payment Plan” A payment plan described in Clause 5 below.

“ROC” Record of Charge.

“Special Terms The terms and conditions relating to particular andConditions” circumstances set out in Clause II, III, IV, V and VI

hereto.

“Third Party “ Any third party card issuer whose cards you agreeto accept under this Agreement.

2. Entire Agreement This Agreement is the entire agreement between us and supersedes any prioragreements, representations or understandings with respect to the subjectmatter hereof.

3. Honouring the Card You agree to accept all valid Cards, in accordance with this Agreement andwithout discrimination, in payment for goods and services sold at yourestablishment. You will treat American Express Cardmembers in aprofessional and courteous manner. You will not make any statements ortake any action to make American Express Cardmembers feel unwelcome orembarrassed if they wish to use the Card.

Merchants in Australia are entitled to charge Cardmembers a fee orsurcharge for using the Card. If you choose to do so, you agree you areresponsible for clearly notifying customers of your intention to charge such afee or surcharge.

American Express expects that you will not surcharge our Cardmembers bymore than the fees you incur for American Express Card transactions.

4. Merchant service fee We determine and may change your Merchant Service Fee from time to timebased on: our industry rate scales; your expected or actual Charge volume;your method of sending Charges to us; your Payment Plan; other factors,which may include but are not limited to, risks and costs of servicing ourrelationship with you. Please contact us if you would like to discuss yourMerchant Service Fee.

5. Payment procedure and payment plans (1) We shall pay you the face amount of all Charges submitted by your

Establishment less –

(i) The Merchant Service Fee (exclusive of Goods and Services Tax (GST));

(ii) Any taxes, GST or other duties we are or become liable to pay in respect of any supplies made to you;

(iii) Credits submitted by your Establishment; and

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(iv) any amounts you owe to us, whether under this Agreement orotherwise. This includes, but is not limited to, such fees formanual ROC submission or payment by cheque as we shall fromtime to time determine.

(2) All our payments are subject to our right of Full Recourse. You shall notbe entitled to receive payment for or on behalf of any third party.

We offer two Payment Plans, and you may choose either one. Yourinitial choice must be marked on the Application Form but canthereafter be changed with reasonable written notice to us (at least 15business days). The Payment Plan you choose may affect your MerchantService Fee, so please read these options carefully. The two PaymentPlans are:

(i) Three Day Direct Credit. Under this plan, payment for Chargessubmitted under a properly completed Charge Summary Form willbe made directly to your business banking account on the thirdbusiness day after we receive the form from you. To participate inthis plan, you must enrol in and be approved for the Direct CreditPayment Service in accordance with the Special Conditions: DirectCredit Payment Service set out in Sub-clause IV below.

(ii) Next Business Day Direct Credit. Under this plan, payment forCharges submitted to us electronically and in accordance with ourinstructions will be transmitted direct to your business bankingaccount on the business day after we receive such Charges. Toparticipate in this plan, you must enrol in and be approved for theDirect Credit Payment Service in accordance with the SpecialConditions: Direct Credit Payment Service set out in Sub-clause IVbelow. This plan is available to you only if:

(a) You submit Charges to us electronically through EDC Terminals inaccordance with the Special Conditions: Electronic Data CaptureTerminals set out in Section III below;

(b) We have carried out an inspection of your business premises.

(3) You must notify us in writing of any error or omission in respect of yourMerchant Service Fee or other fees or payments for Charges or Creditswithin ninety days of the date of the statement containing such error oromission. Further, if you receive any payment from us not owed to youunder this Agreement, you must immediately notify us (by calling ourtelephone service centre) and your processing agent or third partyprocessor and return such payment to us promptly. Whether or not younotify us, we may withhold future payments to you or debit youraccount until we recoup the amount fully. We have no obligation to payany party other than you under this agreement.

(4) We reserve the right to change our Payment Plans and/or MerchantService Fees from time to time to reflect changes in interest ratesand/or our cost of funds.

(5) We reserve the right to charge a fee for every ROC submitted manually(ie. via a paper ROC).

(6) We are not obliged to agree to other payment plans or methods,though we reserve the right to insist on these in circumstancesdescribed in Clause 21. If we agree to any other payment plans ormethods, we reserve the right to charge fees for these in such amountsas we shall from time to time determine. A fee of A$5.50 including GSTwill be charged for each payment by cheque which we agree to make.

(7) If you are a merchant located outside Australia, special conditions forCharge submission and payment apply to you in place of the twopayment plans described above. These are set out in Special Conditions,Clause 10 of Section II.

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(8) If we agree to pay you in a currency other than Australian Dollars (AUD)the Three Day and Next Day Payment Plans will not apply. If we agree topay you in US Dollars (USD) we will dispatch a cheque payment to youwithin 30 days after receipt of your submission.

6. Payment currency and direct debit (1) All payments made by us shall be in Australian Dollars unless we

otherwise agree;

(2) It is a condition of your participating in the American Express CardService that you provide us with authority to direct debit your financialinstitution account for all amounts, which you become liable to pay usunder these terms and conditions, as amended, from time to time.

7. Full recourse We may recover payment from you for the full amount of each Charge whichis subject to Full Recourse as set out in this Agreement. We may deduct oroffset such amount from any sum payable to you under this Agreement orany other agreement you have with us or otherwise invoice you for such anamount. If we invoice you, you agree to pay the full invoiced amount withinseven (7) days. We will have Full Recourse for a Charge if you do not complywith this Agreement, even if we were aware of your non-compliance whenwe made payment and even if you obtained Authorisation for the Charge inquestion.

Some industry categories present higher risks for us and we have designatedthese Full Recourse, as set out in Special Condition, Clause 9 of Section II.

8. Accepting the Card Face-to-face charge requests

You shall accept the Card at all your locations upon the following conditions:

(1) the Card must be presented for all in-person Charge requests;

(2) if you have an EDC terminal, or an ExpressCap card-reader, or any otherelectronic Authorisation equipment at your establishment, the Cardmust always be swiped through the electronic data capture terminal;

(3) if a Charge request is processed manually, or by ExpressCap, or themagnetic stripe on the back of the Card is unreadable, the followingprocedures must be followed:

(i) Key the transaction and expiry date into the terminal (if available)for Authorisation approval;

(ii) If your business processes Charge requests manually, obtain avoice Authorisation;

(iii) If your business processes Charge requests using ExpressCap, obtaina voice Authorisation from the ExpressCap voice response system;

(iv) Obtain an imprint of the Card on a ROC to validate that the Cardwas presented;

(v) Obtain the Cardmember’s signature on the paper receipt andcompare it to the name embossed on the face of the Card and tothe signature on the back of the Card;

(4) the Card must be presented on or after the commencement date andon or prior to the expiry date shown on its face;

(5) the Cardmember’s signature must be obtained on the printed or paperROC. The signature on the receipt must match the name embossed onthe face of the Card and the signature on the back of the Card;

(6) the presenter of the Card must be the person whose name is embossedon its face;

(7) the Card, and in particular the signature panel, must not be visiblyaltered or mutilated;

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(8) the Card contains a four (4) digit number, not embossed, but printednear the Card number;

(9) the embossed account number on the face of the Card must match theprinted number on the back of the Card, and the account number onthe printed receipt;

(10) notification of the cancellation of the Card must not have beenreceived by you;

(11) Authorisation (explained in Clause 11) must be obtained if necessary forthe Charge request; and

(12) all other relevant provisions in the Agreement and such other operatinginstructions and procedures as we may issue from time to time must becomplied with.

9. Mail and telephone order charge requests If you wish to accept Mail and Telephone Orders you do so at your own risk.American Express will not be liable to pay you and will have right of FullRecourse for fraudulent transactions by any person involving use of genuineor counterfeit American Express Cards or Card numbers that you accept,where the Card is not physically presented to you.

Notwithstanding the requirement to present the Card under Clause 8 above(Face-to-Face Charge Requests), but still subject to Clause 20 below(Cardmember Disputes) we will accept Charges for purchases made by Mailor Telephone Order (including via Automated Voice Response Systems)provided that:

(1) Authorisation (explained in Clause 11 below) is obtained for the Chargerequest;

(2) if the order is to be shipped or delivered more than thirty (30) daysafter the original Authorisation, you obtain a new Approval Code beforeshipping or delivering the merchandise;

(3) you write on the ROC the date upon which the goods or servicesrelevant to the Charge are dispatched or delivered. The Charge may notbe submitted for payment until the order is shipped;

(4) you write the words “Mail Order”, “Telephone Order” or “Signature onFile” as appropriate on the ROC in the panel designated for theCardmember’s signature;

(5) you retain proof that the Cardmember or the Cardmember’s agentsigned a carrier delivery receipt for merchandise delivered to theCardmember’s billing address or delivery address, if different. You areresponsible for ensuring delivery to the appropriate Cardmember’sbilling address or delivery address, if different;

(6) if the goods are to be collected by the Cardmember, the Card must bepresented by the Cardmember upon collection and all the provisions ofClause 8 above (Face-to-Face Charge Requests) must be complied with;and

(7) if a Cardmember notifies you or us of a dispute, complaint or queryconcerning a Charge made by Mail or Telephone Order and:

(i) the Cardmember has not signed a Mail Order or Signature on Fileform for the goods or services; or

(ii) you have not obtained a signed receipt confirming delivery of thegoods or services to the Cardmember’s billing address or deliveryaddress, if different;

otherwise, in addition to any other rights we have under this Agreement, weare entitled to Full Recourse (as described in Clause 7 above) for the Charge.

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10. Prohibited transactions You shall not accept the Card nor use your participation in the Card Servicefor purposes of transactions other than bona fide purchases by Cardmembersof goods and services from you. This means, by way of example and notlimitation, that you may not accept the Card for any of the following;

(1) gambling goods or services;

(2) goods or services for which the provision thereof is illegal(e.g. drug trafficking)

(3) sales where the amounts charged do not correspond with the value ofthe goods or services purchased or rendered;

(4) sales made under a name which is different from the name of yourEstablishment;

(5) sales made by a third party i.e. not your Establishment;

(6) cash or travellers cheques;

(7) damages, losses, penalties, fines, charges, costs or fees of any kind whichare in addition to the value of the Charge for the goods or servicesoriginally purchased or tendered; or

(8) amounts which do not represent a bonafide sale of goods or services atyour Establishment;

(9) overdue amounts, or amounts covering returns or stop payment cheques.

You must not use your participation in the Card Service as a means ofobtaining cash for yourself by seeking payment from us for transactionswhere you did not supply goods or services to a Cardmember.

11. Authorisation (1) “Authorisation” of a charge means that we have approved that Charge

by an indication on an electronic terminal or issuance of an approvalcode.

(2) You must obtain Authorisation from us for all Charges you accept at anyof your locations in accordance with the following procedures.

(3) If you have an electronic terminal at the location of the Charge, youmust use the terminal to obtain Authorisation from us.

(4) If you do not have a terminal or if your terminal is not working, for anyreason (including system down-time) you must obtain Authorisationmanually from us by telephoning our designated Authorisations centrebefore the Charge is completed. This procedure is called Authorisation.

(5) Each request for Authorisation shall be for the total original Charge,including applicable taxes.

(6) Authorisation shall not be deemed or construed to be a representation,promise or guarantee that we will accept the Charge, nor that theperson incurring the Charge is the Cardmember.

(7) You shall seek Authorisation for all Mail, Internet and Telephone OrderCharges regardless of the amount.

(8) Authorisation must be sought:

(i) on the date of any Mail or Telephone Order which is for goods orservices to be despatched or rendered more than thirty (30) daysafter the date of the Mail or Telephone Order; and

(ii) again immediately before despatch or rendering of the goods orservices purchased.

(9) You shall not evade Authorisation by the submission of two (2) or moreROCs for a single transaction or by making more than one request forAuthorisation for a single transaction.

(10) You shall not seek or obtain Authorisation on behalf of any third party.

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(11) If you receive a negative file directly from American Express or from adata broadcast service that incorporates Card numbers and requires youto phone for Authorisation, you shall request Authorisation, regardlessof the amount of the Charge in question.

(12) We will have Full Recourse for any Charge for which Authorisation isnot properly requested or obtained, or for which Authorisation isrequested and refused or for which no Authorisation approval codenumber is given, or, if given, is not properly recorded.

(13) All provisions of this Agreement, particularly the requirements set outin Clause 8 above (Accepting the Card), must still be complied with. Ifnot fully complied with, we shall have Full Recourse for the Chargeinvolved, even if Authorisation has been obtained from us.

12. Record of charge (ROC) You shall use our ROC or any other charge form which has previously beenapproved by us. The term “ROC” includes the record of any Charge which iscaptured by EDC. For every Charge you shall complete a ROC legibly at thetime of purchase. Each ROC shall bear:

(1) the Card number and the expiry date of the Card;

(2) the date of the Charge;

(3) the amount of the Charge, including applicable taxes;

(4) an Authorisation approval code for any Charge which requiresAuthorisation under the terms of this Agreement;

(5) a description of the goods or services purchased;

(6) your Establishment’s name, location and Merchant number;

(7) the Cardmember’s signature if the Charge is made in person;

(8) the words “Delayed Delivery” if it has been agreed with theCardmember that the goods or services will not be despatched orrendered on the date the Charge is incurred; and

(9) all other information required by us from time to time. You shall submitall Charges to us under the Establishment number we have assigned toyou. You shall retain all ROCs and other documents (in whateverformat) evidencing Charges for a period of twelve (12) months from thedate of submission thereof and shall provide to us, at our request,copies thereof within fifteen (15) days after receipt of such notification;

(10) ExpressCap ROCs are not to be sent to us. ExpressCap transactions must be submitted automatically. ExpressCap ROCs consist of a two (2) ply document with a copy for the Cardmember and yourEstablishment only.

13. Recurring billing If you offer recurring billing for a series of separate purchases, Cardmembersmust sign a Continuous Authority Form, as approved by us, authorising youto charge their Card (“Recurring Billing Charges”). You must obtain thefollowing information before submitting the first Recurring Billing Charge.The Continuous Authority Form must include:

(1) the Cardmember’s name;

(2) the Card number and signature;

(3) the Card expiry date;

(4) the Cardmember’s billing address;

(5) the frequency of the Recurring Billing Charges e.g. weekly, monthly,quarterly; and

(6) a statement that the Cardmember may cancel the Continuous AuthorityForm at any time and, if necessary, may request American Express to do so.

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You must retain Continuous Authority Forms for twelve (12) months from thedate you submit the last Recurring Billing Charge.

Before submitting to us each Recurring Billing Charge, you must obtainAuthorisation and submit to us a listing in form and content agreed by us,which shall include details of your Establishment, the Cardmember and theRecurring Billing Charge in question or complete a ROC with the words“Signature on File” in the Cardmember signature panel.

You agree that if you receive Cardmember information from us pursuant toour Billingwatch product in connection with Recurring Billing Charges youwill only use such information in connection with the Recurring Billingprocess and not for or in connection with any other purpose.

14. Submission of charges (1) You shall submit all Charges directly to us within seven (7) days of the

date thereof, provided that no Charge shall be submitted until thegoods or services are despatched or rendered to the Cardmember. Youshall not bill any Cardmember directly. If any payment is received byyou from or on behalf of any Cardmember for any purchase made withthe Card, such payment shall be endorsed to us and sent to usimmediately.

(2) You shall send a Summary of Charge (SOC) to us at least once eachweek showing the total of all Charges for that week, together with ourcopies of all completed ROCs. A SOC shall not be required where noCharges are incurred for that week.

(3) Charges will be deemed submitted on a business day if received andprocessed by us prior to the close of business in Sydney for that day.

(4) Charges submitted by EDC must be received over communication lines(transmission protocols) which have been approved by us. You shallcomply with all specifications provided by us from time to time. We arenot obliged to accept any submission by EDC which does not complywith our requirements.

(5) Charges submitted by ExpressCap, whether by telephone-only orotherwise by using a card-reader device, will be received through the ExpressCap system infrastructure. ExpressCap Charges areautomatically processed every day at 6:30pm (EST). Any ExpressCapCharges submitted after 6:30pm (EST) will be included in the processingfor the following day;

(6) We shall have Full Recourse for a Charge not submitted to us withinthirty (30) days.

(7) You warrant that all indebtedness arising from all Charges submitted byyou is genuine and free from liens, claims or encumbrances. Youacknowledge that you are not entitled to bill or collect from anyCardmember any Charge, except in the case of fraud by theCardmember.

15. Processing agent Before you enter into an agreement with a third party to submit Charges andCredits (explained in Clause 19 below) and obtain Authorisation on yourbehalf, you shall obtain our prior written approval, which we shall notunreasonably withhold. You, and not American Express, shall be responsiblefor all errors, omissions, delays and expenses arising from the appointmentand activities of your processing agent or third party processor, including butnot limited to the handling of confidential Cardmember information underClause 26 below. You shall notify us promptly and obtain our approval if youwish to change your processing agent and provide us at our request with allinformation with respect thereto.

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16. Statements We will provide you with confirmation of amounts deposited into yourfinancial institution account by issuing you with a statement by mail, fax orretrieving your statement by accessing our secure website. For Australianmerchants, the statement will constitute a Tax Invoice.

17. lmprinters and terminals All imprinters, terminals, or card-reader devices supplied by us to you remainour property unless otherwise agreed and you shall not alter, damage, move,or dispose of same or permit any third party to use same. You shall notify usimmediately of any defect or fault therein. You shall indemnify us against allcosts, claims, proceedings and damages, including legal costs, arising out ofor in connection with your use, non-use or abuse of said imprinters orterminals. You agree to pay us fees for imprinters or terminals as we shalldetermine from time to time on demand, plus any applicable GST, failingwhich we reserve the right to recover the imprinter or terminal concerned.

18. Applying cardmember payments All payments we receive from Cardmembers for Charges will first be used tosatisfy any Charges for which we do not have Full Recourse. Payments willthen be applied to any Charges for which we do have Full Recourse. If theCardmember pays us for Charges for which we have already exercised ourright to Full Recourse, we will credit you with the relevant amounts.

19. Credits (1) Returns of goods or services purchased with the Card shall be treated in

at least as favourable a manner as returns of goods or servicespurchased by any other payment method or service. You must discloseyour refund policy to Cardmembers at the time of the purchase and in amanner which complies with applicable law.

(2) Any Credit shall be processed as a credit to that Cardmember’s Cardaccount and shall be submitted to us within seven (7) days ofdetermining that a Credit is due. Credits shall not be submitted unlessthey relate to previously submitted Charges.

(3) Credits shall be recorded on an American Express Credit Record (CreditRecord) and shall be submitted to us in the same submission file as yourROCs and SOCS. If you already submit Charges by EDC, you may submitCredits by EDC where your terminal is capable of handling credits.Otherwise manually process.

(4) We shall deduct the full amount of the Credit from our payment to youor shall bill you for that Credit.

(5) You shall not give cash refunds for Charges.

(6) Credits will be deemed submitted on a business day if received andprocessed by us prior to the close of business in Sydney for that day.

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20. Cardmember disputes (1) A Charge is a “Disputed Charge” if a Cardmember notifies you or us of a

dispute, complaint or query concerning a Charge.

(2) If we notify you of a Disputed Charge, you shall provide us with awritten response no later than fifteen (15) days after receipt of suchnotification. Your response to us shall be a substantive responsecontaining a resolution or explanation of the Disputed Charge whichwill enable us to resolve the Disputed Charge. If such response is notreceived by us within fifteen (15) days, we shall have Full Recourse forthe amount of the Disputed Charge.

(3) If a Cardmember notifies you of a Disputed charge, you shall providehim/her with a written response no later than thirty (30) days afterreceipt of such notification. Your response to the Cardmember shall bea substantive response containing a resolution or explanation of theDisputed Charge.

(4) If the Cardmember, despite your response, continues to withholdpayment for any Disputed Charge, and if the Cardmember has the rightunder law to withhold such payment, we shall have the right to FullRecourse for that Charge.

21. Security (1) We shall be entitled to withhold from you any payment due to you

under this Agreement or any other agreement you have with us, or takeany other action deemed appropriate by us if, at our absolutediscretion, there is a risk that you will be unable or unwilling to performyour contractual obligations to us under this Agreement or any otheragreement you may have with us or under the agreement you have withthe Cardmember. In particular but without limitation, we shall beentitled to:

(i) change your merchant service fee or payment plan;

(ii) exercise Full Recourse for any Disputed Charge without firstsending you notice of such Disputed Charge;

(iii) suspend or stop any payments to you;

(iv) the above sub-sections (i), (ii) and (v) of which we shall give youprior written notice;

(v) deduct and offset any amounts you owe to us or to any of ourrelated bodies corporate from any amounts we or our relatedbodies corporate owe to you or to any of your related bodiescorporate under this Agreement or under any other agreement.

If you are a Corporation or a Partnership, you further agree that we shall be entitledto deduct and offset any amounts your Directors and/or Partners owe to us or toany of our related bodies corporate from any amounts we or our related bodiescorporate owe to you or to any of your related bodies corporate under thisAgreement or under any other agreement.

We shall send you prior written notice for action we have taken for theabove sub-sections (i), (ii) and (v).

(2) If your account with us shows a debit balance (eg that you owe moneyto us), we shall be entitled at our discretion to deduct the amountowing from any payments we make to you, or to deduct the amountowing from your financial institution account in accordance with anyexisting direct debit arrangements as agreed, or to invoice you for suchamount, in which case you agree to pay the invoiced amount withinseven (7) days, failing which we shall be entitled to refer your accountto a third party (which may be a firm of lawyers) for collection and tocharge you a file referral fee and all associated costs, including but notlimited to our solicitor’s fees.

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22. GST Disclosures On the Application, you are required to provide information on whether ornot you are registered for GST, your Australian Business Number, the types ofsupplies that you make for GST purposes and where you only make taxablesupplies, confirmation that the supplies are fully taxable at 10%. Should yourcircumstances change such that the GST disclosures made are incorrect, youare required to notify American Express immediately and complete a newapplication.

23. Indemnity You shall indemnify and hold harmless American Express, its related bodiescorporate holding, subsidiary and affiliate companies, licensees, Third Parties,successors and assigns from any costs, claims, proceedings and demands(including reasonable legal costs) arising out of or in connection with:

(1) any Charge or the goods or services comprising the Charge;

(2) any promotion or marketing of any goods or services sold by you;

(3) any breach by you, your employees, agents or contractors of thisAgreement;

(4) any act or omission done wilfully, recklessly or negligently by you, youremployees, agents or contractors;

(5) any violation by you, your employees, agents or contractors of anyapplicable laws or regulations; and

(6) any unauthorised disclosure or misuse of Cardmember information,however it occurs.

This indemnity shall remain in force after termination of this Agreement.

24. Limitation of liability Except as otherwise expressly provided in this Agreement, neither of us willbe liable to the other for:

(1) any incidental, indirect, consequential or special damages of any kind,however arising; and

(2) any costs, damages or expenses arising from delays, actions or problemscaused by any third party, including without limitation, anytelecommunications carrier or banking system.

We shall not be liable to you for failure of, or delay in processing throughany POS terminal or similar equipment operated by us or others, which isbeyond our reasonable control. This provision has no effect on our rights toFull Recourse pursuant to this Agreement. This provision survives terminationof this Agreement. For the purposes of this Clause 24, “us” and “other”includes any Third Party.

25. Advertising displays For as long as you continue to accept the Card, you agree to display oursigns, decals or other identification of the Card prominently at theEstablishment, which may include our “Take-One” containers filled with Cardapplication forms and travellers cheques welcome decals. Signs advisingAmerican Express Card acceptance must be equally prominent to that ofother payment cards you accept and you agree not to display any signagethat discourages American Express Card acceptance.

26. Service marks and trade marks Except as noted below, nothing in these Terms and Conditions or theAgreement as a whole gives either you or us the right to use the other party’sname, trade name, trademarks, service marks, logos, taglines or otherproprietary designations (“Marks”) in advertising, promotional materials orother materials of any kind unless the other party expressly approves of suchuse in writing.

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Once you have obtained our initial written approval to do so, you may referto the Card as a payment method accepted by you in your advertising orother promotional materials without our case by case approval, so long asthe reference is strictly limited to a listing of the Card as a payment method.You may use our Marks for such listing references so long as you haveobtained and complied with our instructions regarding the proper use of ourMarks. We reserve and will have the right in our discretion to refuse suchlisting references by you or to require you to obtain case by case writtenapproval for them.

You agree that we may refer to you and list details of each of yourEstablishments in any and all of our and Third Party guides, directories, orother lists of merchants participating in the American Express Card Service.You also agree that we and Third Parties may use your Marks for thispurpose, so long as we and Third Parties have obtained and complied withyour instructions regarding the proper use of your Marks.

27. Confidential information You agree that the names, addresses, account numbers, and any otherinformation about Cardmembers or their transactions (CardmemberInformation) is confidential personal information. You agree to keepCardmember information strictly confidential and not disclose it to any thirdparty nor use it for any purpose except to accept the Card and submitCharge data to us in accordance with this Agreement. Except as provided inthis Agreement, you or your authorised Processing Agent may only use andstore Cardmember Information to facilitate Card transactions. If any PaymentInformation is stored, you or your authorised Processing Agent must complywith our Data Security Operating Policies as notified to you and/or amendedfrom time to time. You are responsible for ensuring that CardmemberInformation remains secure and you must notify us immediately if you knowor believe that any Cardmember Information has been or is at risk of beingcompromised, misused or disclosed to any unauthorised person. You agreeto comply with the Privacy Act at all times both during the term and aftertermination of this Agreement.

28. Term and termination This Agreement shall be deemed to have been concluded in Australia, shallcommence on the date your Establishment’s account is set up on theAmerican Express system and shall continue thereafter unless and untilterminated by either party giving not less than thirty (30) days written noticeto the other party or unless terminated under the following circumstances:-

(1) if either party materially breaches its obligations and fails to remedysuch a breach within thirty (30) days after written notice from the otherparty specifying such a breach, then the party not in breach mayterminate this Agreement immediately by written notice;

(2) if:

(i) you become insolvent or enter bankruptcy, receivership oradministration or make an assignment for the benefit of creditorsgenerally;

(ii) you suffer an execution, attachment, repossession of orforeclosure on all or substantially all of your assets;

(iii) you cease all or a substantial portion of your businessor operations;

(iv) you undergo a merger or substantial change in ownership orcontrol; or

(v) any event, or series of events occurs, whether related or not,which in our opinion may affect your ability or willingness tocomply with any of your obligations under this Agreement or toany Cardmember(s);

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Then in any such event this Agreement shall terminateautomatically and all debts and obligations owed to us shall bedeemed immediately due and payable. We shall be entitled tomaintain a reserve from payments due to you and/or take suchother action as we may be entitled to under this Agreement orunder applicable law or equity;

(3) You shall notify us immediately of the occurrence of any of the eventsdescribed in Clause 2, Sub-clause (i) to (v) above;

(4) Notices of termination shall be effective immediately upon receiptthereof;

(5) Immediately upon termination, you shall:

(i) remove our name, trademarks, service marks and otherproprietary marks, materials and equipment and await ourinstructions as to the disposal thereof; and

(ii) submit all Charges and Credits incurred prior to termination;

(6) All rights and obligations with respect to Charges made prior to theeffective date of termination of this Agreement are applicable to suchCharges, whether processed by us before or after termination;

(7) All obligations and rights of a continuing nature including but notlimited to Full Recourse shall survive termination or expiry of thisAgreement. Notwithstanding anything in this Agreement, we mayrequire you to discontinue acceptance of any Third Party Card at yourEstablishment.

29. Notice requirement You agree to notify us immediately if you change ownership, ceaseoperations, become insolvent or if liquidation, receivership or similarproceedings are filed with respect to you or your business.

You must also notify us before moving or relocating any premises at whichyou accept the Card or if there is any change in your banking arrangements.We shall not be liable for any delayed or misdirected payment to you if youhave not promptly provided us with updated or changed information.

30. Assignment You shall not assign, subcontract or transfer this Agreement in whole or inpart to any person or entity without our prior written consent. We shall beentitled to assign, novate or subcontract this Agreement in whole or in partto any of our related bodies corporate or a Third Party upon written noticeto you. You consent to the assignment or novation of any rights andobligations we may have under this Agreement in whole or in part to anysuch Third Party.

31. Amendment We shall be entitled to amend any term of this Agreement at any time. Weshall give you notice in writing of any such change fifteen (15) days prior tothe effective date thereof. If any change is not acceptable to you, you shallbe entitled to terminate this Agreement under the provisions of Clause 28(Term and Termination) above. Without limiting the things we may change,we may replace or add to this agreement and may change any fees payableby you in respect of Card transactions, add new fees and change paymentplans or merchant service fees.

32. Waiver Any failure or delay by us in enforcing any right, power or remedy under thisAgreement or applicable law shall not be deemed a waiver thereof unless inwriting signed by us.

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33. Authority to sign You represent that the individual signing the Application is duly authorisedon behalf of the Establishment to so sign and bind the Establishment to theprovisions thereof and hereof.

34. Notices All communications shall be in writing and shall be sent as follows: (a) if toyou, at your head office or principal place of business or other such addressnotified to us by you as specified on the Application; and (b) if to us, to ouraddress as follows or such other address notified to you by us from time totime: GPO Box 1582, Sydney, NSW 1131. Notices of termination of thisAgreement by you shall be sent by registered mail.

35. Information privacy (1) In this Clause:

(i) Privacy Law means the Privacy Act 1988 (Cth) and any legalrequirement in Australia or elsewhere which relates to theprotection of Personal Information and which American Express oryou must observe.

(ii) Personal Information means personal information about anindividual which is collected or held by you in the course ofperforming this Agreement. This includes but is not limited toinformation about American Express Cardmembers.

(2) You must:

(i) comply with the Privacy Law and any American Express privacyprotocol we provide you with in respect of all PersonalInformation;

(ii) promptly follow any reasonable direction we give you in relationto Personal Information;

(iii) only use Personal Information for the purpose of this Agreementand not for any other purposes;

(iv) ensure that only your authorised personnel have access toPersonal Information and all relevant personnel are properlytrained to meet the requirements of this Clause and the PrivacyLaw;

(v) maintain complete and accurate records of your use, copying anddisclosure of Personal Information and immediately produce theserecords and the records of the Personal Information on request tous or our authorised representative;

(vi) provide reasonable assistance to us to enable us to resolve anyinquiry or complaint relating to Personal Information; and

(vii) immediately notify us if:

(a) you know of or suspect unauthorised use, copying ordisclosure of Personal Information;

(b) any law prevents or may prevent you from complying withthis Clause 35.

(3) You acknowledge and agree that we may:

(i) use your Personal Information for marketing purposes. Thisincludes putting your name and contact details on marketing listsfor the purposes of customer research and offering you goods orservices of an American Express company or of any third party, bymail, email or telephone or having our related companies do sodirectly. We shall remove your name from any such list if you askus to;

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(ii) disclose information about you to our related bodies corporate(companies within the American Express Group of companiesworldwide), to other organisations which issue the Card oroperate the Card service and to persons who have signed anagreement for the acceptance of the Card, in order to administerand service your account, process and collect Charges at yourEstablishment and manage any benefits or programmes in whichyou may be enrolled as a participant in the Card Service;

(iii) disclose information concerning all your Establishments thatwelcome the Card to agents or sub-contractors of AmericanExpress or to any other person for the purpose of fraudprevention in connection with card products;

(iv) to the extent permitted by law, exchange information about youwith credit reference agencies which may be shared with otherorganisations in assessing applications from you and members ofthe signer’s household for other financial/credit facilities or forpreventing fraud or tracing debtors;

(v) to the extent permitted by law, carry out further credit checks(including contacting your financial institution) and disclosinginformation about you to collection agencies and lawyers for thepurposes of collecting debts due to American Express;

(vi) disclose information about you where required by law;

(vii) analyse information about you and Charges at yourEstablishment(s) to assist in managing your account andauthorising Charges and to prevent fraud;

(viii) monitor and/or record your telephone calls to us, either ourselvesor by reputable organisations selected by us, to ensure consistentservicing levels and account operation and verify transactiondetails;

(ix) undertake all of the above in respect of any of your locations; and

(x) undertake all of the above within and outside Australia. Thisincludes processing your information in the USA.

(4) For privacy queries, to request access to information about you held byus or to get a copy of the American Express Privacy Policy Statement,please write to The Privacy Officer, American Express – 175 LiverpoolStreet, SYDNEY NSW 2000.

36. Compliance with laws You agree to comply with all laws, regulations and rules applicable to you.

37. Governing law This Agreement shall be governed by and construed in accordance with thelaws of the State of New South Wales, Australia. The parties submit to thejurisdiction of the Courts of New South Wales, Australia in relation to anydispute arising out of this Agreement.

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Section II Special terms and conditions foracceptance of the American Express Card1. AgreementThese Special Terms and Conditions govern your Establishment’sparticipation in the Card Service for all your locations which are approved byus. In the event of conflict between the Special Terms and Conditions andthe Basic Terms and Conditions, the former shall prevail over the latter withrespect to the following relevant businesses or matters only.

If you are engaged in any of the following industries you must comply withthe following applicable provisions:

2. Accommodation (1) Authorisation

When a Cardmember wishes to use the Card to pay for accommodation,at the time of check-in, you will obtain Authorisation for the fullestimated amount of the Charge based upon the room rate and thenumber of days that the Cardmember expects to stay, plus taxes andother known ancillary amounts (Estimated Accommodation Charge).You shall not overestimate this amount. If you fail to obtain suchAuthorisation for the Estimated Accommodation Charge, and submitthe Charge, and the Cardmember fails to pay the Charge for any reason,we shall have Full Recourse for the full amount of the Charge. Uponcheck-out:

(i) If the final Charge is no greater than the EstimatedAccommodation Charge plus 15% of the EstimatedAccommodation Charge, no further Authorisation is necessary.

(ii) If the final Charge is greater than the Estimated AccommodationCharge by more than 15%, you will obtain Authorisation for anyadditional amount of the Charge which is greater than theEstimated Accommodation Charge.

If you fail to request such Authorisation for the additional amount, orrequest Authorisation for the additional amount but Authorisation isdeclined, and the Cardmember fails to pay the Charge for any reason,we will have Full Recourse for the amount of the Charge in excess of theEstimated Accommodation Charge.

(2) No Show

You will accept Charges on the Card only if:

(i) the Cardmember has guaranteed the reservation with his/her Card;

(ii) you have recorded the Card number, its expiry date and theCardmember’s billing address; and

(iii) you have a documented “No-Show” policy which reflectscommon practice in your business and is in accordance with theprevailing law, which policy has been advised to the Cardmemberat the time he/she makes the reservation.

If the Cardmember does not honour his/her reservation, you shallsubmit a completed ROC with the words “No-Show” on the signaturepanel of the ROC. Authorisation is not required.

(3) Periodic Charges

In the case of any Cardmember who incurs Charges at yourEstablishment(s) over a period of time rather than at the end of the stay,you shall obtain, before accepting each Charge, Authorisation for eachCharge. You shall submit the ROC in accordance with the Terms andConditions.

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(4) Cheque Cashing

You will cash personal cheques of any Cardmember up to a maximum ofA$200 in aggregate per stay per Cardmember registered as a guest. Youwill comply with all instructions and procedures which we may notify toyou from time to time. We guarantee the payment of any personalcheque cashed by you up to the above limit provided that you havecomplied with our instructions and procedures and all applicable lawsand practices. We shall not be responsible to you for any chequescashed which exceed the above limit or which have not been cashed inaccordance with our instructions and procedures or in accordance withapplicable laws and practices.

3. Parking (1) If a Cardmember agrees with you a specific number of days to leave a

motor vehicle with you, you must submit the Charge immediately.

(2) Where you provide a parking pass for a pre-determined number of days,you must submit the Charge immediately.

(3) Where the number of parking days is not known when the Cardmemberleaves the motor vehicle with you, you shall not submit the Charge tous until the last day of parking.

(4) We are entitled to Full Recourse for all Charges which we are unable tocollect due to fraud.

4. Car hire Itemised amounts will be required to be requested by the Cardmember to becharged to the Card.

When a Cardmember wishes to use the Card to hire a vehicle, you shallobtain Authorisation for the full estimated amount of the Charge (EstimatedRental Charge). The Estimated Rental Charge shall be determined bymultiplying the rate (including insurance and other applicable charges) by therental period reserved by the Cardmember. You shall not overestimate thisamount and shall not include an amount for any possible damage to or theftof the vehicle. If you fail to obtain such Authorisation for the EstimatedRental Charge and submit the Charge, and the Cardmember fails to pay theCharge for any reason, we shall have Full Recourse for the full amount of theCharge. Upon return of the vehicle, the following terms shall apply:

(1) If the final Charge is no greater than the Estimated Rental Charge plus15% of such Estimated Rental Charge, no further Authorisation shall benecessary;

(2) If the final Charge is greater than the Estimated Rental Charge by morethan 15%, you shall obtain Authorisation for any additional amount ofthe Charge which is greater than the Estimated Rental Charge.

If you fail to request such Authorisation for the additional amount, or yourequest Authorisation for the additional amount but Authorisation isdeclined, and the Cardmember fails to pay the Charge for any reason, weshall have Full Recourse for the amount of the Charge in excess of theEstimated Rental Charge. You shall not include an amount in any Charge forany damages, penalties, fines, charges, costs or fees in addition to theEstimated Rental Charge whether or not such amounts are set out in therental agreement unless such itemised amounts are expressly requested bythe Cardmember to be charged to the Card. If you include such amounts inany Charge without the Cardmember’s express request, we shall have FullRecourse for the amount of the Charge in excess of the Estimated RentalCharge.

We have the right to periodically monitor you or your Establishment’scompliance with the Authorisation procedures set forth above. If we notifyyou that an Establishment is not complying with these procedures, you agree

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to correct such non-compliance. If, after thirty (30) days from the date youwere notified of the non-compliance, the Establishment continues to fail tocomply with these procedures, then we shall have Full Recourse for the fullamount of any Charges made at that Establishment during such continuednon-compliance. For the purposes of this provision, “non-compliance” shalloccur when more than five percent (5%) of an Establishment’s Authorisationsor more than five percent (5%) of your Authorisations do not comply withthese Authorisation procedures.

5. Travel service businesses If you are in the business of supplying land, sea or air transportation,accommodation, sightseeing tours or other arrangements, or other travelservices and you use agents to sell your services, your agents may accept theCard as payment for your services and you may submit the resulting Chargesto us for payment as if each agent were one of your Establishments. If youchoose to proceed in this manner, you will cause your agents to comply withthese Terms and Conditions and the Agreement as a whole, and you will beresponsible for their compliance. Because we will pay you and not youragents for any Charges submitted to us in this manner, you will beresponsible for paying your agents and otherwise settling with them forthose Charges.

6. Third party charges If you supply goods or services to someone other than the Cardmember(“Third Party Charges”) and such goods or services are charged to theCardmember’s Card, then you do so entirely at your own risk. If theCardmember notifies you or us of a dispute, complaint or query concerningthe Charge, we shall have the right of Full Recourse in respect of suchCharge, whether Authorisation was obtained or not.

7. Customer activated terminals (CAT) Not withstanding the requirement to present the Card under this Agreementbut still subject to all other provisions of this Agreement, we will acceptCharges which are activated at the terminal by a Cardmember andunattended by you subject to the following terms and conditions:

(1) Authorisation, including provision of the full magnetic strip datastream,must be obtained for every transaction;

(2) The Authorisation and Clearing messages should be flagged with a CATindicator;

(3) Petrol dispensers should initiate an authorisation request for a nominalamount before any fuel is dispensed, valid for the maximum chargeamount shown on the Application;

(4) No cashback must be provided through a CAT terminal;

(5) You agree that we will have the absolute right to be reimbursed by youor we can offset such amounts due to you for any and all Charges wepurchased from you which are for any reason uncollectable due to fraudregardless of whether we had notice of such defect at the time ofpurchase. We will have this right even if you have received anAuthorisation approval code and have complied with all otherprovisions of the Basic Terms and Conditions.

8. Internet orders If you wish to accept orders over the Internet, you do so at your own risk.American Express will not be liable for fraudulent transactions.

Notwithstanding the requirement to present the Card under the Agreementbut still subject to all other provisions of the Agreement, we will acceptCharges for purchases made through electronic mail order via the Internet(Internet Orders) including online services, the Worldwide Web and othersimilar services subject to the following terms and conditions:

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(1) Clause 9 of the Basic Terms and Conditions ‘Mail and Telephone OrderCharge Requests’ applies equally to Charge requests submitted byelectronic mail order via the Internet or similar services as if they weresubmitted by Mail Order.

(2) Every Internet Order will be encrypted by you using EncryptionSoftware (as defined below) authorised by us, prior to your acceptanceof an Internet Order from a Cardmember. In addition, you shall conformwith our security guidelines as may be communicated to you from timeto time.

(3) You shall not transmit or solicit transmission to you of Card accountnumbers or any other Card related data through the Internet or anyother electronic mail medium unless such data has been encrypted withEncryption Software before transmission and is transmitted either fromthe Cardmember to you or from you to us or to our authorisedprocessor.

(4) You agree that we will have the absolute right to be immediatelyreimbursed by you or we can offset such amounts due to you for anyand all Charges (in respect of goods and services ordered electronicallyand delivered on-line) which are for any reason uncollectable due tofraud regardless of whether we had notice of such defect. We will havethis right even if you have received an Authorisation approval code andhave complied with all other provisions of the Basic Terms andConditions.

(5) You shall write the words “Internet Order” on the ROC in the paneldesignated for the Cardmember’s signature unless you use a paymentgateway certified by us.

(6) You shall display American Express identification with at least equalprominence with the names, icons or other identification that aredisplayed by you for other cards accepted by you at your InternetEstablishment(s).

(7) You shall conform with any additional requirements we may have fromtime to time for Internet Orders. We agree to provide you with no lessthan one month’s prior notice in writing of any such requirementsexcept where we notify you that immediate introduction is necessaryfor reasons of security of Internet Orders and/or Cardmember data.

(8) You agree to provide us with one month’s advance written notice of anychange in your Internet address.

(9) We reserve the right to terminate the Agreement together with thisAddendum and refuse to accept Internet Orders immediately if anyevent occurs or series of events occur, whether related or not, which inour opinion may affect your ability or willingness to comply with any ofyour obligations under this Agreement or to any Cardmember.

From time to time American Express shall determine the software andversion it authorises to be used by Establishments for encryption(“Encryption Software”). Currently the Encryption Software authorised byAmerican Express is the Secure Socket Layer (SSL) protocol.

9. High Risk (1) Auction Sales, Bail Bondsman (Fees Only), Cardmember ActivatedTerminals (unattended), Cellular Products / Services, Detective Agencies,Door to Door Sales, Financial Services, Home Based Businesses, Home RepairServices, Internet Electronic Services, Night Clubs, Online Pharmacies,Personal Services, Premium Rate Telephone Services, Taxis,Telecommunications Calling Cards and Quick Service Restaurants.

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If your business is in one of the categories listed in the heading to this Clause 9, we will exercise Full Recourse immediately for all Disputed Chargeswithout first sending you a dispute enquiry. We reserve the right to addadditional business categories to the list in the heading to this Clause 9 fromtime to time.

10. Merchants Outside Australia The following provisions apply if we agree that you may accept the Card atone or more locations outside Australia.

We are not in a position to offer the next business day payment plan tomerchants located outside of Australia. We will make all reasonable effortsto pay you as soon as possible but cannot be liable for any delay in payment.

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Section III Special terms and conditions forelectronic data capture terminalsThese Special EDC Terms and Conditions supplement and, where inconsistentwith them, modify the Basic Terms and Conditions and form part of yourAgreement with us if we have supplied you with or agreed to your use ofpoint of sale computer terminals or other devices or systems designed toread the magnetic stripes on or otherwise capture data electronically fromcharge, credit or other payment cards for purposes of processing cardtransactions (“EDC Terminal”).

1. Overview You may use EDC Terminals to capture point of sale data from AmericanExpress Card transactions, generate ROCs and Credit Record Forms, obtainAuthorisation from us, and submit to us electronically the data contained onROCs and Credit Record Forms (in lieu of the forms themselves) for purposesof our payments to you. If we supply you with the EDC Terminals, you will beresponsible to us for their care and use. If you use EDC Terminals supplied toyou by a third party, your care and use of those terminals (except for theiruse in American Express Card transactions) shall be a matter between youand the third party. In either case, you must use the EDC Terminals inaccordance with the technical specifications and other instructions wesupply to you from time to time.

2. Capturing data/generating forms Whenever feasible, you must use EDC Terminals to:

(1) capture at the point of sale all data from American Express Cardtransactions that must be included on ROCs and Credit Record Forms;and

(2) generate ROCs and Credit Record Forms that meet the requirements forthese forms set forth in the Agreement.

3. Authorisation Whenever feasible, you must use your EDC Terminals to obtainAuthorisations, and you must obtain Authorisation for each Chargeprocessed through an EDC Terminal regardless of the amount of the Charge.Whenever it is not feasible to obtain Authorisation through an EDC Terminal(due to a system malfunction, power outage, or any other reason), otherAuthorisation rules of the Agreement will apply.

4. Payment and Processing For purposes of our payments to you, you must submit to us electronicallythe data contained on the ROCs and Credit Record Forms you havegenerated (but not the forms themselves) in the format we have prescribedand subject to our other instructions. We will pay you on the basis of thiselectronic data, provided it is received by us in good order consistent withour instructions, and subject to all of our rights under the Agreement as awhole.

5. Record requests In the event we request from you a copy of a ROC or Credit Record Form(due to a Cardmember Claim or otherwise), you must supply it to us within25 days after receipt of such notification of our request. If you do not andour request was within the twelve (12) month period in which you wererequired to retain such copies under the Agreement, we will have fullrecourse against you for any Charge or other amount we are unable tocollect due to the absence of the form.

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6. American Express Electronic Data Capture(EDC) Terminals

In addition to sub-clauses 1-5 of these Special EDC Terms and Conditions, thefollowing provisions apply if we supply you with the EDC Terminals(“American Express EDC Service”):

(1) You agree to retain the American Express EDC at your Establishment for an initial term of 2 years, from the date of installation;

(2) You agree to allow us to enter any of your premises to install, inspect,repair, service, replace or remove the EDC Terminals for any reasonduring business hours or at any other reasonable time;

(3) You will not move or part with possession of the EDC Terminals. If youwould like any EDC Terminal to be moved, you must tell us, and we willmove the EDC Terminal, provided the proposed new location isacceptable to us in our discretion.

(4) We will be responsible for maintenance and repair of the EDC Terminals.You agree to co-operate fully in our maintenance and repair efforts.Although we shall endeavour in good faith to keep the EDC Terminals ingood repair, we shall not be liable to you for our failure to do so orotherwise for the failure of the terminals to operate properly.

(5) The EDC Terminals are and will remain our property at all times. Youshall take reasonable care of them and return them to us promptlyupon our request. You also agree to take all necessary steps to preventany person from acquiring any rights in the EDC Terminal, and toindemnify us against any loss and expense arising from the acquisitionof such rights by any person. You further agree that you shall not, norshall you permit any other person to, tamper, reverse-engineer, orotherwise misuse the EDC Terminals.

(6) You agree to reimburse us A$1,000, or local currency equivalent, foreach damaged EDC Terminal whether or not the damage resulted fromcauses within your control. This includes but is not limited to damagecaused by:

(i) the use of EDC Terminals for purposes other than those describedin these Special EDC Terms and Conditions; or

(ii) alterations and attachments to the EDC Terminals which were notpreviously authorised in writing by us; or

(iii) the acts or omissions of you, your employees, agents,representatives or contractors; or

(iv) the negligent or otherwise improper care or operation of the EDCTerminals; or

(v) fire, theft, acts of God, or other causes.

(7) You agree not to assign, transfer or sell the services provided by theEDC Terminals, nor to allow any other party to use the EDC Terminals or to benefit from the EDC Terminals, unless otherwise agreed to inwriting by us.

(8) You shall operate the EDC Terminals only in accordance with theprocedures and instructions advised to you by us from time to time. Weagree to train your then current staff in the operation of the EDCTerminals at the time of installation by us. You agree to train new staffat your own cost after the initial training.

(9) In addition to using the EDC Terminals for American Express Cardtransactions, you may use them for transactions involving charge, creditor other payment cards issued by third parties, provided such use isfeasible, and subject to any and all technical specifications or other

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instructions we may issue for those transactions. You are solelyresponsible for any contractual or other obligations you may have tothose third parties.

(10) You must give us at least 60 days prior written notice if you plan to sell,transfer, close or otherwise dispose of one or more locations at whichour EDC Terminals are installed or if you wish us to remove EDCTerminals from such locations. Upon receipt of that notice, we mayremove the EDC Terminals from the applicable locations, and we maynotify you that these Special Terms and Conditions shall cease to applyto such locations or generally (except in relation to antecedenttransactions) and we may take such other steps as we deem appropriate.

(11) For each terminal you agree to pay to us the applicable rental fee viadirect debit, cheque payment or any other method acceptable to us andnotified to you from time to time. We reserve the right to change thesefees from time to time at our discretion with 30 days prior writtennotice to you.

(12) The rental fee shall be non-refundable, even if you cease to have anyEDC Terminals supplied by us or upon termination of the Agreement.

(13) If you return an American Express EDC Terminal to us within two (2)years of installation, you agree that we may charge you:

• $100 cancellation fee per Terminal removed

• $90 de-installation fee per Terminal removed.

If you return an American Express EDC Terminal to us after two (2) years,you agree that we may charge you:

• $90 de-installation fee per Terminal removed.

We will not charge you any fees for the removal of a Terminal where it is returned to us:

• At our request, or

• Due to a fault and for replacement by another terminal with our approval;

• As a result of a bona fide sale or transfer of your establishment to a new owner.

7. Third Party Terminals In addition to sub-clauses 1-6 of these Special EDC Terms and Conditions, thefollowing provisions apply if we agree to your use of EDC Terminals suppliedto you by third parties for American Express Card transactions:

(1) We shall not be responsible for the operation of the EDC Terminals,including but not limited to the quality of their operation, their abilityto communicate properly with our computer systems, theirmaintenance, and any and all costs associated with them.

(2) You shall comply with any request from us to modify or discontinueyour electronic submission of American Express Card transaction datathrough use of the EDC Terminals.

(3) You agree that all costs and expenses associated with such modificationor discontinuance shall be borne entirely by you.

(4) You must give us at least 10 days prior written notice if you plan tocease submitting American Express Card transaction data to us throughEDC Terminals at one or more locations (whether as a result of yourdesire to switch to terminals supplied by another third party orotherwise). Upon receipt of that notice, we may notify you that theseSpecial EDC Terms and Conditions shall cease to apply to such locationsor generally (except in relation to antecedent transactions) and we maytake such other steps as we deem appropriate.

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8. Term and termination (1) These Special EDC Terms and Conditions will take effect if and when we

supply you with EDC terminals or agree to your use of EDC Terminalssupplied to you by third parties.

(2) Either party may terminate the applicability of these Special EDC Termsand Conditions as a whole or as they apply to one or more particularlocations (as the terminating party shall specify) such termination to beeffective as follows:

(i) With regard to American Express supplied EDC Terminals, whenyou return the involved EDC Terminals to us. If we notify you thatwe are terminating the applicability of these Special EDC Termsand Conditions in whole or in part and request return of AmericanExpress EDC Terminals, you agree to return those terminalsinvolved to us promptly upon our request and in accordance withour reasonable instructions.

(ii) With regard to EDC Terminals supplied by third parties, upon 10business days advance written notice of your intention to nolonger use third party EDC Terminals for American Express Cardtransactions.

(3) We reserve and shall have the right to terminate your participation inthe American Express EDC Service immediately on notice to you if youdo not pay the EDC Terminal rental fees when due.

(4) These Special EDC Terms and Conditions will continue to apply to anytransaction processed through an EDC Terminal prior to the time oftermination and unless and until all American Express EDC Terminals arereturned to us as provided above.

(5) If these Special EDC Terms and Conditions are no longer applicablewhether in respect of one or more of your locations but the Agreementremains in effect, you must process American Express Card transactionsmade at or through the involved locations manually in accordance withthe Agreement.

(6) Upon termination of these Special EDC Terms and Conditions in wholeor in part, you shall promptly return to us from the involved locationsall materials we may have supplied to you in connection with your useof EDC Terminals.

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Section IV Special terms and conditionsdirect credit payment serviceThese Special Terms and Conditions will supplement and, where inconsistentwith them, modify the Basic Terms and Conditions and form part of yourAgreement with us if:

• you have chosen and are eligible for the Three Day Direct Creditor Next Business Day Direct Credit Payment Plan each of whichrequire your participation in our Direct Credit Payment Service(the “Direct Credit Payment Service”); and

• we have approved your participation in the Direct Credit PaymentService.

1. Overview Under the Direct Credit Payment Service, we will pay you for Chargesthrough direct credits to your account with a bank or other financial servicesinstitution that you designate for this purpose (“Account”), so long as theAccount holding institution participates in an electronic banking systemaccessible to us. These payments will be made under and subject to theprovisions of these Special Terms and Conditions.

2. Your account Your Account will continue to be governed solely by your Agreement withyour Account holding institution. You agree, however, to supply us with andkeep us updated at all times with complete and accurate details about yourAccount, such as the account number, branch location and the authorisedsignatories on the Account. You also agree to notify us in writing at least 15days in advance of your cancellation of the Account or your transfer of theAccount to another institution (this notice must be signed by an authorisedsignatory on the Account). We will not be liable to you for any credits to theAccount that are misdirected, stolen or otherwise lost due to your failure tocomply with these information and notice requirements.

3. Account adjustments We will notify you if any credit is mistakenly applied to your Account. Youagree to refund any excess payment to us promptly upon our notifying youof the same. Alternatively, we may offset and deduct the amount of suchexcess payment from any other amounts we may owe you.

4. Procedures for Direct Credit You agree to comply with any procedures established by us from time totime as a condition of your participation in the Direct Credit PaymentService. We are entitled to modify such procedures from time to time at ourdiscretion by giving you at least 30 days advance written notice of themodifications. You are responsible for any loss to either you or to us due toyour failure to comply with such procedures.

You shall ensure correct financial institution account details are supplied tous for Direct Credit Payment. You agree that we shall charge you a fee ofA$16.50 including GST, or such other amount that we shall from time to timedetermine, for any Direct Credit Payment which is rejected because yousupplied us incorrect information or your financial institution account isclosed.

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5. Term and Termination These Special Terms and Conditions will take effect if and when youcommence participation in the Direct Credit Payment Service and will remainin effect until terminated. The Special Terms and Conditions will terminateautomatically if the Agreement terminates. Either party also may terminatethese Special Terms and Conditions immediately and at any time byproviding written notice of termination to the other party. If the SpecialTerms and Conditions are terminated, the Agreement remains in effect, youwill automatically be paid by cheque, subject to charges as described inClause 5 (6) of the Basic Terms and Conditions unless we advise youotherwise in writing. Upon termination of the Special Terms and Conditions,you must also return to us any and all equipment, envelopes, forms or othermaterials we may have provided to you for purposes of the Direct CreditPayment Service.

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Section V Special terms and conditions foracceptance of the American ExpressCorporate Purchasing SolutionThese Special Terms and Conditions supplement and, where inconsistentwith them, modify the Basic Terms and Conditions for all Charges made withthe American Express Corporate Purchasing Solution.

1. Corporate Purchasing Solution The American Express Corporate Purchasing Solution (CPS) enables clients tomake Charges either:

(1) by presenting the American Express Corporate Purchasing Card, or

(2) by using their Corporate Purchasing Account number without presentinga Card.

An important difference between the American Express CorporatePurchasing Solution and other American Express payment products is thatCPS clients can make Charges without presenting a card.

2. DefinitionsIn this Clause, CPS Card means the American Express Corporate PurchasingCard and CPS Account means the account on which charges can be made,whether or not through use of a CPS Card.

CPS Client means the individual who presents or uses a CPS Card embossedwith his or her name and/or is authorised to make Charges on the CPSAccount of an organisation by using its CPS Account number. CPS Chargemeans a Charge on a CPS Account, whether or not a CPS Card is presented.

3. Accepting CPS Charges You must follow the instructions in the table before accepting CPS Chargesand any other instructions we may issue from time to time. You must obtainAuthorisation for all CPS Charges.

In this situation Follow these procedures.

CPS Card is same as for other American Express Cards. physically presented See Basic Terms and Conditions, Clause 8.

no CPS Card is same as for other mail or phone Charges. physically presented See Basic Terms and Conditions, Clause 9,- Charge by client plus obtain signature of CPS client for the in person Charge as per rules for face to face transactions.

no CPS Card is same as for other mail or phone Charges. physically presented See Basic Terms and Conditions, Clause 9.- Charge by phoneor mail

no CPS Card is same as for other internet Charges. physically presented See Special Condition Section II, Clause 8.- Charge is on the internet

If you cannot reasonably determine the full or final amount of the CPSCharge at the time you request Authorisation, you must obtain Authorisationfor the estimated amount of the CPS Charge, plus GST. You must notoverestimate this amount.

If the full or final amount of the CPS Charge is not greater than theestimated amount for which you have obtained Authorisation plus 10%, youare not required to obtain further Authorisation.

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If the full or final amount of the CPS Charge is greater than the estimatedamount for which you have obtained Authorisation plus 10%, you mustobtain further Authorisation for the difference between the estimated andthe full or final amounts of the CPS Charge. If you fail to obtainAuthorisation for the difference, we will have Full Recourse for that amount.

4. CPS Data In order to process CPS Charges, we may require you to provide us withadditional data by electronic transmission, which is called CPS Data. The CPSData may include the following:

(1) The purchase price of the goods and services, with GST shownseparately:

(2) Description of other details of the goods or services supplied;

(3) CPS Cardmember reference information (eg Purchase Order number);

(4) CPS Client’s Account information;

(5) Other information we may require from time to time either generally orin respect of particular CPS Accounts.

5. Sending CPS Charges to us If we provide you with a separate merchant account number for CPS Chargesyou must:

(1) submit all CPS Charges to us using your CPS merchant number and notyour normal merchant number;

(2) only use your CPS merchant number for CPS Charges and not for otherAmerican Express Charges

If you use your CPS merchant number to submit and obtain payment from usfor non-CPS Charges, we shall be entitled to adjust the merchant service feefor such Charges to the correct amount by deduction or offset from anyamount due to you.

Not withstanding the condition in Clause 9 of the Basic Terms andConditions that “The Charge may not be submitted for payment until theorder is shipped”, you may submit the Charge before shipment if:

(1) you are using a submission software product provided or approved byus; and

(2) your CPS Client has agreed that you can submit the Charge to us beforethe Order is shipped.

6. CPS Equipment and Software If we provide you with any electronic terminal, computer or otherequipment or software to enable you to accept CPS Charges or provide uswith CPS Data, you agree that:

(1) Electronic Data Capture Terminals and Section III will govern your use ofsuch terminal or equipment; and

(2) the following provisions will govern your use of such software. CPSSoftware means computer software and associated documentation weprovide you with to enable you to produce CPS Data or process CPSCharges.

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CPS Software is provided with a non-exclusive non-transferable licence foruse only at your locations we have approved. We do not grant any right, titleor interest in the CPS Software to you. We either own the CPS Software orhave obtained the right from a third party to provide it to you. You must notmake any changes to the CPS Software without our express prior writtenapproval. All changes to the CPS Software, even if they are made orsuggested by you, shall belong exclusively to us.

The CPS Software includes our proprietary information. However, you maymake and retain one (1) copy of the CPS Software including associateddocumentation, for each location approved by us solely for back-up and/orarchival purposes. You must not use the CPS Software for any purpose otherthan processing CPS Charges or generating CPS Data in accordance with thisagreement. You must not modify the CPS Software nor disclose it to anythird party without our express prior written approval.

Upon termination of the Agreement or if we request you to do so at anytime, you shall return the CPS Software (including copies) to us, plus allassociated documentation and copies thereof in good working condition, fairwear and tear always excepted.

We reserve the right to charge fees for providing you with CPS Softwareand/or to change or add to these software licensing conditions from time totime. If you keep or use the CPS Software after we notify you of any fees orchanges, or if you continue to accept CPS Charges, you will be deemed tohave agreed to them.

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Section VI American Express Data SecurityOperating Policy for MerchantsAs a leader in consumer protection, American Express has a long-standingcommitment to protect Cardmember Information, ensuring that it is keptsecure.

Compromised data negatively impacts consumers, merchants, and cardissuers. Even one incident can severely damage a company’s reputation andimpair its ability to effectively conduct business. Addressing this threat byimplementing security operating policies can help improve customer trust,increase profitability and enhance a company’s reputation.

For over 40 years, Cardmembers have relied on American Express for thehighest level of service and protection. In continuously addressing securityissues, we have developed this Data Security Operating Policy and areworking with merchants to help them establish appropriate securityprograms.

American Express knows that you share our concern and requires, as part ofyour responsibilities, that you comply with the data security provisions inyour agreement to accept the American Express Card (“Card AcceptanceAgreement”). These requirements apply to all your equipment, systems, andnetworks on which American Express Cardmember Information is processed,stored, or transmitted.

Section I – Data Security Standards for MerchantsMerchants must, and they must cause their Covered Parties, to: (i) storeCardmember Information only to facilitate Card transactions in accordancewith their Card Acceptance Agreements and (ii) comply with the then-current Payment Card Industry Data Security Standard (“PCI Standard”).“Covered Parties” means any or all of a merchant’s employees, agents,representatives, subcontractors, Processors, Service Providers, providers ofits Point-of-Sale equipment or systems or payment processing solutions, andany other party to whom it may provide Cardmember Information access inaccordance with its Card Acceptance Agreement.

Section 2 – Duty to Notify American ExpressMerchants must notify American Express immediately if they know orsuspect that Cardmember Information has been accessed or used withoutauthorisation or used other than in accordance with their Card AcceptanceAgreement. Merchants must provide (and obtain any waivers necessary toprovide) to American Express and its auditors, on request, full cooperationand access to conduct a thorough audit of such data incident includingproviding all Card account numbers related to the incident and audit reportsof the incident. Merchants must work with American Express to rectify anyissues arising from the incident, including consulting with American Expressabout their communications to Cardmembers affected by the incident andproviding (and obtaining any waivers necessary to provide) American Expressall relevant information to verify their ability to prevent future incidents in amanner consistent with their Card Acceptance Agreement. Audits mustinclude forensic reviews and reports on compliance, any and all informationrelated to the incident, and they must identify the cause of the incident andconfirm whether or not the merchant was in compliance with the PCIStandard at the time of the data incident.

Merchant’s indemnity obligations to American Express under their CardAcceptance Agreement include, without waiving any of American Express’sother rights and remedies, liability for all fraudulent transactions related tosuch data incidents and all costs, fees, and expenses (including claims fromthird parties and all costs incurred by American Express related to the

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notification of Cardmembers and cancellation and reissuance of Cards,reasonable legal fees and disbursements, and costs of investigation, litigation,settlement, judgment, interest, and penalties) American Express incurs as aresult of such data incidents unless (i) the merchant notifies AmericanExpress pursuant to this section, (ii) the merchant is and was in compliance atthe time of the data incident with this Data Security Operating Policy, and(iii) the data incident was not caused by the wrongful conduct of themerchant or one of its employees or agents.

Contact your Client Manager or call 1300 36 36 14 if you believe thatCardmember Information has been compromised.

Section 3 – IMPORTANT! Demonstration of Compliancewith Data Security Operating PolicyMerchants must take the following steps to demonstrate their compliancewith this Data Security Operating Policy.

Step 1 – Determine your Merchant Level and Compliance Requirements

Most Merchant Levels are based on the merchant’s volume of AmericanExpress Card transactions submitted by its Establishments that roll-up to thehighest American Express account level. Merchants fall into one of threelevels specified in the table below.

Level Definition Validation RequirementDocumentation

1 2.5 million Annual Onsite MandatoryAmerican Express Security Audit Card transactions Report, andor more per year; Quarterlyor any merchant that Network Scanhas had a data incident; or any merchant that American Express otherwise deemsa Level 1

2 50,000 to 2.5 million Quarterly MandatoryAmerican Express Card Network Scantransactions per year

3 Less than 50,000 Quarterly StronglyAmerican Express Network Scan Recommended*Card transactions per year

* Level 3 Merchants need not submit Validation Documentation, but nevertheless must complywith, and are subject to liability under, all other provisions of this Data Security OperatingPolicy.

Determine your level and the documents that you must send to AmericanExpress in order to validate your compliance with this policy.

Annual Onsite Security Audit Validation Documentation

The Annual Onsite Security Audit is a detailed onsite examination ofmerchant equipment, systems, and networks (and their components) whereCardmember Information is processed, stored, or transmitted. It must beperformed by (i) a third party security assessor acceptable to AmericanExpress or (ii) by the merchant and certified by the chief executive officer,chief financial officer, or principal of the merchant. Merchants mustcomplete and submit the executive summary of the results of this audit (andcopies of the full audit, on request) annually to American Express. For amerchant to be deemed compliant with this Data Security Operating Policy,the summary must certify the merchant’s compliance with all requirementsof the PCI Standard.

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Quarterly Network Scan Validation Documentation

The Quarterly Network Scan is a process that remotely tests a merchant’sinternet-connected computer networks and web servers for potentialweaknesses and vulnerabilities. It must be performed by a third partysecurity assessor acceptable to American Express. Merchants must completeand submit the executive summary of the results of the scan (and copies ofthe full scan, on request) quarterly to American Express. For a merchant to bedeemed compliant with this Data Security Operating Policy, the summarymust certify that there are no high risk issues.

Step 2. Send the Validation Documentation to American Express

Level 1 and Level 2 Merchants must submit the validation documentationmarked “mandatory” in the table on the first page, in an encrypted format,via compact disc, to American Express at the address below:

American Express Australia LimitedGNO Data Security UnitGPO Box 1582Sydney NSW 2001

• Level 1 Merchant’s validation documentation must include executivesummaries of the Annual Onsite Security Audit Report and QuarterlyNetwork Scan report, as described above.

• Level 2 Merchant’s validation documentation must include executivesummaries of the Quarterly Network Scan, as noted above.

• Level 3 Merchants are not required to submit validation documentation(but must comply with, and are subject to liability under, all otherprovisions of this policy).

The encryption key required to decrypt the documentation, as well as themerchant’s 10-digit American Express number, should be e-mailed to:

AmericanExpressDataSecurityJAPA@aexp.comCompliance and validation is completed at the merchant expense.

Non-Validation Fees and Termination of Card Acceptance Agreement

Merchants will be assessed non-validation fees and their Card AcceptanceAgreement may also be terminated if they do not fulfil these requirementsor fail to provide the mandatory validation documentation to AmericanExpress by the applicable deadline. American Express will notify merchantsseparately of the applicable deadline.

Validation Level 1 Level 2Date

A non-validation fee will be 31 March 2008 US $25,000 US $5,000assessed if the validation documentation is not received by the first deadline.

An additional non-validation 30 April 2008 US $35,000 US $10,000fee will be assessed if the validation documentation is not received within 30 days of the first deadline.

An additional non-validation 31 May 2008 US $45,000 US $15,000fee will be assessed if the validation documentation is not received within 60 days of the first deadline.

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If American Express does not receive a merchant’s mandatory validationdocumentation within 60 days of the first deadline, then American Expressmay terminate the merchant’s Card Acceptance Agreement in accordancewith its terms as well as impose the foregoing non-validation fees on themerchant.

Section 4 – DisclaimerExcept as otherwise specified in this policy, a merchant’s compliance withthis Data Security Operating Policy shall not in any way relieve its indemnityobligations to American Express under its Card Acceptance Agreement, norrelieve or decrease its liability in any way. Merchants are responsible at theirsole expense for providing additional data security measures that they deemnecessary to protect their particular data and interests. American Expressdoes not in any way represent or warrant that the measures contained in theCard Acceptance Agreement or this policy are sufficient or adequate toprotect merchants’ particular data and interests. AMERICAN EXPRESSHEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, ANDLIABILITIES WITH RESPECT TO THIS DATA SECURITY OPERATING POLICY,THE PCI STANDARD, AND THE DESIGNATION AND PERFORMANCE OFTHIRD PARTY SECURITY ASSESSORS, WHETHER EXPRESSED, IMPLIED,STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

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American Express Australia Limited ABN 92 108 952 085

americanexpress.com.auEnquiries: Merchant Services 1300 36 36 14

Postal Address:American Express Australia Limited

GPO Box 1582 Sydney, NSW, 2001 Australia

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Call our Merchant Service Centre on: 1300 363 614or visit: www.americanexpress.com.au/merchant

American Express Australia Limited ABN 92 108 952 085. ®Registered trademark of American Express Company.

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