Standard Terms and Conditions — New Zealand

1. Understandings
This Agreement gives you the ability to electronically send and track the delivery of a range of business documents from your Attaché or Prophet Software to your customers and suppliers, via the Attaché Alex service.

To link to the Attaché Alex service, you need to have purchased Attaché Business Partner, Attaché Catapult or Prophet Business software, including the Attaché Alex Connect sub module. You also need to be and remain a current member of the Attaché Customer Benefits Plan, or hold a current Prophet Maintenance Contract.

A transaction fee is charged for each business document successfully sent and tracked by the Attaché Alex service, as per the terms below.

Documents sent using the Attaché Alex service are carried over your Internet Service Provider's (ISP) connection. Any charges relating to this ISP connection are your responsibility.

Document tracking information will be available for viewing at the Attaché Alex web site, which is www.attacheonline.com/alex for a period of at least 6 months from date of receipt by the Alex service. The document itself will be available for viewing for a period of at least 4 months from date of receipt by the Alex service for opened documents and 12 months for unopened documents. Attaché Software (New Zealand) Pty. Ltd (Attaché) reserves the right to request a storage fee from Alex service users who have very large data storage needs.

2. Ownership and copyright
Attaché and its associates are the owners of and have the copyright in the Attaché software and Attaché Alex service. Under this Agreement you have the right to use the Attaché Alex services.

3. Changes and cancellation
The transaction rates for the Attaché Alex service are listed on the Attaché Alex web site www.attacheonline.com/alex. Attaché reserve the right to add any other Government charges that may arise in the future. Attaché has the right to change such rates and terms herein at 60 days notice. You have the right to cancel your use of the Attaché Alex service also at 60 days notice, being obligated only to pay your minimum monthly amount plus any transactional usage over this amount until expiry of the notice period.

4. Payments
Attaché will deduct the total amount owed on or after the 20th day of the month following the transactions, from your nominated bank account as provided on the attached bank form. A tax invoice will be sent to the address supplied on the front of this Agreement. Should your payment details change, Attaché must be notified immediately.

If payment is not received by the due date, Attaché reserves the right to recover any bank charges incurred plus charge an administration fee. Attaché may also suspend or terminate the service until any outstanding amount is paid.

5. Limit to the service
Attaché's role is strictly limited to the sending and tracking of business documents dispatched from your Attaché or Prophet software. Attaché has no responsibility in collecting debts, ensuring parties act on the documents or whatever.

Attaché gives no express or implied warranties as to the suitability of the business documents or any other warranties of any other kind.

Save for what is required by trade practices and similar legislation, Attaché's liability is strictly limited to the Attaché Alex transactional fee involved.

6. Delivery and service obligations
It is acknowledged that the Internet is a public communications medium over which neither party has any control. The time taken for the delivery of documents can therefore not be guaranteed despite an expectation that more than 90% of deliverable documents would be available on the recipients mail server within 4 hours from the time the document is received by the Alex service.

The time taken to deliver a document to and receive a document from the Alex service is also dependent on the type and speed of connection that each business has with the Internet through an ISP.

The extent of use, other traffic, force majeure and any other cause beyond the control of Attaché can also impact Internet links.

Attaché therefore shall not be liable for failure to deliver, or for delay in delivery arising from any cause whatsoever.

7. Service Obligations
To the extent over which Attaché has control, the first contact point for technical support or training is the Attaché/Prophet consultant listed at the top of this Agreement at a fee that has been previously agreed between you and such a consultant for such services. The Attaché & Prophet 0900 56442 help desk line is a normal business hours back up service in the event the Attaché consultant can not respond within a reasonable time.

8. Suggested savings
The suggested savings from using the Attaché Alex service as listed on the web site and other material are provided only as a theoretical guide. In practice it depends entirely on your circumstances which only you can be a judge of.

9. Commissions
The parties acknowledge Attaché may pay commissions or fees to an Attaché consultant or other person who introduces you to the Attaché Alex service.

10. Bank account drawing arrangements - our commitment to you
Where the due date falls on a non-business day, we will draw the amount on the next business day. We will not change the frequency of drawings arrangements without your prior approval and the amount will be detailed to you by way of a tax invoice as described in clause 4.

We reserve the right to cancel the payment arrangements if three or more drawings are returned unpaid by your nominated financial institution and to arrange with you an alternate payment method.

11. Bank account drawing - your rights and obligations
Subject to clause 3, you may stop or terminate the payment arrangements at any time by giving written notice to Attaché. Such notice should be received by Attaché at least 10 business days prior to the due date and alternative method of payment offered.

Where you consider that a drawing has been initiated incorrectly you should take the matter up directly with us, within 14 business days of the drawing.

It is your responsibility to:

• ensure that sufficient funds are available in the nominated account to meet a drawing on its due date.
• ensure that the authorisation given to draw on the nominated account is identical to the account signing instruction held by the financial institution where the account is based.
• advise us if the account nominated by you to receive the Attaché drawings is transferred or closed.
• arrange with us a suitable alternate payment method if the Attaché drawing arrangements are cancelled either by yourselves or the nominated financial institution.

12. Governing Law
This agreement is governed by the laws of New Zealand.

13. Privacy Clause
You acknowledge that:

1. Personal information collected or held by Attaché, whether contained in this agreement or otherwise obtained is provided and may be held, used and disclosed for the following purposes:

(i) Administering whether directly or indirectly Attaché's agreement and enforcing Attaché's rights
thereunder;
(ii) Marketing goods and services provided by Attaché;
(iii) Ascertaining at any time your credit worthiness and obtaining at any time credit reports, character
references or credit statements;
(iv) Enabling Attaché to notify any credit agency of any application for credit or default on any obligation
of yours to Attaché and enabling Attaché to provide such personal information to any credit agency
so such credit agency can maintain effective accounting records;
(v) Enabling you to communicate with Attaché for any purposes;

2. Such personal information is collected by and will be held by Attaché, whose address is 93 Grafton Road,
   Grafton, Auckland.

You have the right under the Privacy Act 1993 to obtain access to and request correction of any personal information concerning you held by Attaché.

You authorise Attaché to obtain at any time from any person or entity, any information Attaché may require to process and/or accept any application for credit you may make to Attaché, or to perform or complete any of the other purposes for which you have provided personal information to Attaché. You authorise any such person to release to Attaché any personal information that person holds concerning you.

For the purposes of the preceding clauses, the term Attaché includes any financier or discounter of Attaché's contract, or any related company of Attaché. The term "related company" has the meaning given it by The Companies Act 1993 or replacement legislation.

If you fail to provide any information requested by Attaché in respect of any application for credit you may make, Attaché may be unable to process such application."

14. No Liability for damages and indemnity
So far as is permissible by law, Attaché shall not be liable to the user for any injury, damage, or loss suffered by the user or any servant, agent or invitee of the user arising out of the use or misuse of the Attaché Alex service.

In no circumstances whatsoever shall Attaché be liable for consequential losses, whether suffered by you and/or any third party.

15. Acknowledgements
By signing this page you acknowledge you have read and accept the terms and conditions contained in this Agreement including but not limited to the reservation contained in item 6 the pricing details as displayed on the Attaché Alex web site, and the consequence of nonpayment referred to in item 4. You also acknowledge that you have the authority to sign this Agreement.

16. Consumer Guarantees Act 1993
You agree and acknowledge that all supplies of goods and services from Attaché are/will be acquired for your business purposes and accordingly the provisions of the Consumer Guarantees Act 1993 will not apply as between Attaché and yourself.