Magnus ADVERTISING &  MARKETING PTY LTD

ABN 65066 237 429

TRADING AS whypayfullprice.com.au

HEAD OFFICE:

Block C / Unit 1, 391 Park Road, Regents Park NSW 2143      
Email: magnusadv@ozemail.com.au

Postal Address:

P.O. Box 691, Regents Park NSW 2143, Australia       
Ph: 1300 658 144       Fax: 1300 658 244 

TERMS AND CONDITIONS OF ADVERTISING

Advertiser orders advertising space on  "whypayfullprice.com.au"

2.             (a)            Advertiser must pay with this order the Advance Payment mentioned above                                 and pay the Balance Due not longer than 7 days after the first day upon which                                 advertisements of the Advertiser appear in the areas mentioned above,                                 otherwise an additional account keeping fee of $25 will be charged every                                 month.

                (b)            Interest will be payable by the Advertiser on any payment which is in arrears                                 from the date it is in arrears until the date of payment calculated daily at the                                          rate of 20% per month and payable upon demand together with all debt                                 collectors fees and legal expenses on an indemnity basis which Magnus                                 becomes liable to pay or has paid.

                (c)            Advertiser must pay to Magnus all money owing without deduction or setoff.

3.             Magnus must exercise reasonable care to ensure that the copy and listings are correct.

4.             The Advertiser warrants to Magnus that all material including copy and illustrations

                supplied by the Advertiser to Magnus:

                (a)            is true, correct and not misleading in any particular;

                (b)            does not contain anything that is defamatory of any person or corporation;

                (c)            does not infringe intellectual or industrial property rights of any third party.

 5.             The Advertiser must indemnify and keep indemnified Magnus and each Outlet, against                 all Claims arising from any breach of this Agreement.

 6.             (a) This Agreement is governed by the laws applicable in New South Wales.

                (b)  Each party irrevocably submits to the exclusive jurisdiction of the courts of New
                      South Wales

                (c) A variation of any term of this Agreement must be in writing and signed by the                     parties.

                (d)  This Agreement constitutes the entire agreement between the parties with                       respect to the subject matter of it and supersedes all previous communications,                       representations, inducements, undertakings, agreements or arrangements between                       the parties or their respective officers.

                (e)  Magnus may by notice in writing to the Advertiser terminate this Agreement                       effective at any time and upon Magnus refunding all money then owing, Advertiser                       has no Claim against Magnus in respect thereof. The Advertiser has no right to                       terminate this agreement.

                (f)    Neither party shall, after the date of execution of this Agreement, be entitled,                        as against the other party or the officers of any party, to bring suit on the basis of
                       any verbal or written communications, representations, inducements, undertakings,                        agreements or arrangements except expressly as provided by this Agreement.

                (g)  The Advertiser must notify Magnus within 14 days after the commencement of any                       campaign if it has any reason to believe the campaign has not started on time or at                       all. A certificate signed by a General Manager or State Manager of Magnus is                       conclusive evidence that the advertising has taken place. If any part of a campaign is                       late in commencement a pro rata credit will be given by Magnus to the Advertiser.

7.             (a)  Magnus does not exclude or limit the application of any provision of any statute                       {including the Trade Practices Act 1974 (Cth)} where to do so would contravene that                       statute or cause any part of this Agreement to be void.

                (b)  Magnus excludes:

                                (1)        from this Agreement all conditions, warranties and terms implied by                                             statute, general law or custom, except any implied condition or                                             warranty the exclusion of which would contravene any statute or
                                            cause any part of this Agreement to be void ("Non-excludable
                                            Conditions");

                                (2)        all liability to Advertiser in contract for consequential or indirect                                             damages arising out of or in connection with this Agreement even if:

                                                . Magnus knew they were possible; or

                                                . they were otherwise foreseeable;

                                            including without limitation, lost profits and damage suffered as a                                             result of claims  by any third person, such as a customer or advertiser;                                             and

                                (3)        all liability to Advertiser in negligence for acts or omissions of Magnus,                                             its employees, agents and contractors arising out of or in connection                                             with this Agreement.

                (c)   Magnus' liability to Advertiser for breach of any Non-excludable Condition                       other than one implied by Section 69 of the Trade Practices Act 1974 (Cth)} is                       limited at Magnus' option, to any one of supplying, replacing or repairing the goods                       or supplying again the service, in respect of which the breach occurred.

                (d)  Magnus' liability to Advertiser under or in relation to this Agreement is limited in                       total to the cost of the campaign mentioned above.

8.             This Agreement, although signed by a sales representative of Magnus, is not binding                 on Magnus until accepted by its execution by a Secretary, General Manager, Division                Manager, Administration Manager or other executive officer of Magnus and that                                acceptance communicated by posting an invoice to the Advertiser. If it is not so                                accepted then Magnus must refund any Advance Payment made. 

9.             "Claim" in this Agreement means in relation to any person or corporation, a claim,                                action, proceeding, damage, loss, cost, expense or liability incurred by or to or made                or recovered by or against the person or corporation, however arising and whether
               present, unascertained, immediate, future or contingent. 

10            Authorisation

The Advertiser and the guarantor (if any) acknowlegde that the Privacy Act 1988  (Commonwealth) allows Magnus to give a credit reporting agency certain personal information about the Advertiser and the guarantors (if any) and the Advertiser and the guarantors (if any) agree that Magnus may obtain a report about the Advertisers and the guarantors (if any) consumer or commercial credit worthiness and may do so from a credit reporting agency for the purpose of collecting any overdue payments.

Advertiser:

(The advertiser hereby warrants that he/she is duly authorised to enter into this Agreement and acknowledges having read and understood the terms and conditions set out above and having received a copy of this Agreement).