Effective Date of Terms: 15 March 2004

Terms - Please read carefully

These Terms govern all dealings with Noojee Telephony Systems concerning its Web Site and Services and are binding on Noojee Telephony Systems, Noojee Telephony Systems's suppliers and End Users. Noojee Telephony Systems recommends that you visit its Web site; consider the information about what Noojee Telephony Systems is and how it does business as set out on the Noojee Telephony Systems Web Site; and carefully read these Terms before dealing with Noojee Telephony Systems as a Supplier or End Users to ensure you understand the basis on which you are dealing with Noojee Telephony Systems. If you have any queries you should contact Noojee Telephony Systems to discuss them. These Terms will be updated from time to time by Noojee Telephony Systems and a copy posted to the Noojee Telephony Systems web site. Copies can be obtained from the Web site or from Noojee Telephony Systems upon request.

Definitions

"End User" means a party using the Noojee Telephony Systems Web Site and HelpDesk Services and possibly purchasing Products from Noojee Telephony Systems either directly or through the Noojee Telephony Systems Web Site

"Confidential Information" means information which Noojee Telephony Systems obtains about End Users including names addresses telephone and fax numbers email addresses credit card details and dealings with Noojee Telephony Systems and its suppliers

"Suppliers" means suppliers of Noojee Telephony Systems who place information and Supplier Product(s) on the Web Site or how provide goods or services to Noojee Telephony Systems which are directly related to the supply of Goods or Services to the End User.

"Supplier Product" means a product of a Supplier placed on the Web Site or sold directly and made available for End Users to purchase via the Web Site or directly.

"Goods" means goods offered through Noojee Telephony Systems for purchase by End Users.

"GST" means goods and services tax .

"Noojee Telephony Systems" means  Noojee Telephony Systems Pty Ltd (ACN 087 329 744) of Level 11, 380 St Kilda Road, South Melbourne, 3205 Victoria

"Purchase Price" means the price of a Product or Service.

"Services" means any services offered by Noojee Telephony Systems or its suppliers through the Noojee Telephony Systems Web Site or directly.

"Terms" means these terms and conditions as amended from time to time

"Web Site" means the Noojee Telephony Systems web site at www.noojee.com.au
as amended from time to time.

Noojee Telephony Systems

Noojee Telephony Systems operates a IT Helpdesk and other IT related services. Noojee Telephony Systems permits its Web Site to be accessed by Suppliers and End Users in accordance with these Terms.

Noojee Telephony Systems may, at its absolute discretion; refuse admission to its Web Site by any person.

End User

End User hereby warrants to Noojee Telephony Systems and Supplier that he/she is of full age and has the legal capacity and ability to purchase any Goods and or Services.  End User further warrants that he/she can make a legally binding contract with Noojee Telephony Systems to purchase Goods and or Services. End User shall ensure that in its use of Noojee Telephony Systems's Web Site or Services none of its End User Confidential Information or any other information or documentation used by it on or in conjunction with the Web Site is illegal libellous misleading or deceptive or in any other way inappropriate and the End User indemnifies and shall keep Noojee Telephony Systems and the Supplier indemnified for any loss or damage suffered by Noojee Telephony Systems and or the Supplier for any breach of the provision by the End User.

Noojee Telephony Systems will promptly deliver a Tax Invoice for Goods and or Services ordered by End User to End User. The Buyer must pay for Goods and or Services within the specified time frame. Monies are to be paid by designated credit cards or by other terms arranged in advance with Noojee Telephony Systems. If Buyer does not pay for the Goods and or Services purchased within specified time frame then Noojee Telephony Systems may cancel the contract and withhold supply of any further goods or services.

Web Site

The Web Site includes a description and details of Goods and Services offered by Noojee Telephony Systems to End Users including Supplier Products and Services. Goods and Services are described on the Web Site in accordance with information and documentation provided by Supplier to Noojee Telephony Systems.

Payment

Where a pre-existing credit facility has not been provided by Noojee Telephony Systems, the End User's Credit Card will be billed for Services normally within 24 hours of the Services being supplied and for Goods prior to the Goods being dispatched. Noojee Telephony Systems will send the End User a tax invoice for the amount billed to the End User. If Noojee Telephony Systems has to take action to recover monies from an End User then End User must pay all Noojee Telephony Systems's  recovery costs (including  legal costs on a full indemnity basis) and expenses.

GST

To the extent that the supply of goods or services under this Agreement is a taxable supply the Purchase Price shall be increased by an amount equal to any GST which Noojee Telephony Systems is liable to pay in respect of those goods or supply.
Noojee Telephony Systems's or End User's  obligation to pay the goods or services that are taxable supplies is subject to the provision of a tax invoice for those goods or services. The expressions of 'GST', 'supply', 'taxable supply', and 'tax invoice' have the same meaning as in A New Tax System (Goods and Services Tax) Act, 1999.

End User Default

If an End User fails either to pay for any Goods and or Services within Noojee Telephony Systems's terms of trading, Noojee Telephony Systems, without further notice to the End User and at its absolute discretion and without prejudice to any other rights or remedies it may have, be entitled to exercise one or more of the following rights or remedies:
(a)      issue proceedings against the End User for damages for breach of contract;
(b)      rescind the sale of that or any other Goods and or Services sold to the End User;
(c)      resell the Goods and or Services by public or private sale. Any deficiency in the Purchase Price resulting from such resale (after giving credit for payment) together with the full costs incurred in connection with the Goods and or Services, shall be paid to Noojee Telephony Systems by the End User.
(d) To charge interest on the purchase price at the rate of 2% above the Bank base rate to the extent that it remains unpaid for more than thirty days from date of sale.

Warranties

Noojee Telephony Systems, nor its employees or agents shall be responsible for the correctness of the Product nor for any other errors of description of the Product or for any faults or defects in any Product and no warranty whatsoever is given by the Noojee Telephony Systems, nor their respective employees or agents in respect of any Product. The only conditions and warranties which are binding on Noojee Telephony Systems in respect of the state, quality or condition of the goods and services supplied by it to the End User and/or in respect of advice, recommendation(s), information or Travel Supplier and or End User regarding the goods and services are those imposed and required to be binding by statute (including the Trade Practices Act 1974 (Cth)) and to the fullest  extent permitted thereby the liability (if any) of Noojee Telephony Systems arising from the breach of such conditions or warranties shall, at Noojee Telephony Systems? option, be limited to and completely discharged in the case of the Goods by either (at Noojee Telephony Systems? sole option) the payment by Noojee Telephony Systems of