vRoam Australia Pty Ltd ACN 100 588 421 ("vRoam") will provide you (jointly and severably the user of the Services, or the person or body or corporation or partnership or other entity applying for Services) with the Services in accordance with these Terms and Conditions and the Application for Digital Service overleaf ("Application"), collectively "the Agreement").

1. Provision of Services

1.1. vRoam will supply digital mobile telecommunications services (the "Services"), which may be varied at any time in our discretion without reference to you, on a digital mobile telecommunications network (the "Network") of a licensed telecommunications carrier ("Carrier") for the use of the mobile telecommunications apparatus described in the Application if any (the "Equipment") and one or more Subscriber Identity Module cards ("SIMcard") encoded with information used to access the Services.

2. Commencement

2.1. Our Agreement commences on the earlier of signing or submitting the Application Form or first use of a vRoam supplied SIMcard and will continue until terminated by vRoam under Clause 10 or by you giving to vRoam at least 45 days' written notice of termination, expiring no earlier than the end of the contract term of the Agreement specified in the Application ("contract term").

2.2. vRoam may vary any term or condition contained in the Agreement on 30 days' written notice to you.

3. SIMcards

3.1. SIMcards always remain the property of the Carrier. vRoam may specify certain procedures for activation of your SIMcard to protect against unauthorised use of a SIMcard. You must take all reasonable care to keep the SIMcard safe and in good condition. You must immediately return the SIMcard to vRoam upon demand or if vRoam suspends or terminates the Services. If you fail to return the SIMcard to vRoam within 30 days of a demand made by vRoam, you must pay vRoam's standard SIMcard replacement fee.

3.2. You must notify vRoam immediately if any SIMcard is lost, stolen or destroyed (whether installed or not).

4. Payments

4.1. You must pay all access charges, call charges and other charges to vRoam in respect of the Services for the term of the Agreement in accordance with the details notified to you from time to time of the relevant tariff specified in the Application (the "Tariff Plan"), together with all taxes, duties and levies payable in respect of the Services. You must pay these amounts whether or not the Equipment ceases to be in your possession or control for any reason.

4.2. You will be liable for access charges during any period when the Services have been discontinued or suspended by vRoam because of a failure of you to comply with the Agreement.

4.3. You will be liable for all charges in relation to any SIMcard supplied to you which has been lost or stolen (whether installed in Equipment or not) until vRoam has been notified of the loss or theft.

4.4. vRoam may, without giving notice to you, vary the Tariff Plan by amending the published charges on vRoam's website, whereupon you will pay charges in accordance with the revised Tariff Plan.

4.5. vRoam may immediately pass on to you any changes in Carrier's charges to vRoam without notice to you.

4.6. If vRoam has agreed to provide Services for a particular term, then the whole amount payable for the whole of the term that those Services are to be provided is a debt owing to vRoam at the time of entering into the Agreement for which vRoam may bill you even if you cancel the Services before the term of the Agreement ends.

4.7. Where you request vRoam to bill amounts falling due under the Agreement to your nominated credit card, whether in the Application or otherwise, vRoam may do so and you agree that the nominated credit card account will be operated within its terms (including any credit limit set by the relevant financial institution) so that vRoam is paid all amounts due hereunder;

a. where amounts remain outstanding after 30 days after the date of bill we may debit those amounts from your nominated credit card account without further notice unless we have received written notice from you of a bone fide dispute of those amounts; and

b. you authorise vRoam to complete and sign on behalf of you as your attorney all necessary forms and documents to facilitate payment from the relevant financial institution; and

c. you will remain liable to vRoam for all amounts falling due hereunder and which are billed to your nominated credit card until vRoam has been paid in full for those amounts.

5. Time for Payment of Accounts

5.1. vRoam will usually invoice you monthly in advance for periodic charges such as connection and access fees (and any service fees if applicable) and in arrears for usage charges for the Services in accordance with the Tariff Plan.

5.2. All invoices are due 14 days after the date of issue of the invoice. You are liable to pay interest on all overdue amounts from that date at the overdraft rate charged at the time by vRoam's principal bankers plus 2 per cent per annum.

6. Security Deposit

6.1. vRoam may at any time require the payment of a security deposit or an increase in any previously provided security deposit before providing or continuing to provide the Services. If you fail strictly to comply with the Agreement, vRoam may use the security deposit to meet any costs, loss or liability incurred as a result. Upon termination of the Agreement, vRoam shall return to you any remaining security deposit, without interest.

7. Credit Check

7.1. Terms defined in the Privacy Act 1988 ("Act") have the same meaning in this clause.

7.2. You hereby consent to the exchange of personal information relating to you with a credit reporting agency at any time during the term of the Agreement for the purpose of assessing your application to vRoam for credit or commercial credit, or collecting payments that are overdue in respect of credit or commercial credit provided to you by vRoam.

7.3. You agree that, at any time during the Agreement, vRoam may obtain from any person or body carrying on a commercial creditworthiness assessment business, information concerning your commercial activities or commercial creditworthiness for the purpose of assessing your application to vRoam for credit or commercial credit.

7.4. You agree that, at any time during the Agreement, vRoam may exchange with another credit provider personal information derived from a credit report or other report relating to you for the purposes of the assessment by vRoam or the other credit provider of your creditworthiness or the collection by vRoam or the other credit provider of monies that are overdue.

7.5. vRoam may from time to time set a credit limit for the provision of the Services to you. You will be notified of this credit limit and any variation thereof.

8. Liability

8.1. Because Services may be affected by the level of use of the Network and of facilities related to providing the Service, and transmission and reception may be affected or interrupted in sheltered, indoor or underground areas, or by geographic or climatic factors, within the area of coverage shown on maps available from vRoam or the Carrier, vRoam and the Carrier do not warrant that Services will be free from interruptions, delays or faults of this kind and neither vRoam nor the Carrier will be responsible for any loss or damage which may result.

8.2. Except as provided in Clause 9.2, neither vRoam nor the Carrier is liable to you or any other person for:

a. any cost, loss or liability (including injury, death, loss of profit or other consequential damage) arising out of vRoam's supply or failure to supply the Services including any such costs, losses or liabilities arising as a result of any act, omission or negligence of vRoam or the Carrier; or

b. the content or confidentiality of any communications made over the Network and you agree to indemnify vRoam and the Carrier and keep vRoam and the Carrier indemnified against any costs, claims, damages, liabilities or demands claimed or made against vRoam and/or the Carrier, or which vRoam and/or the Carrier suffer as a result of any defamatory or other unlawful comments made using the Services (whether or not made by you).

8.3. vRoam have no liability to you or any other person for the acts or defaults of Carriers, for faults or defects in Services which are caused to any material extent by your own conduct or misuse, or that arise in telecommunications services not provided under the Agreement (even if those services are connected to the Services with our consent).

8.4. vRoam and the Carrier are not liable for any delay in correcting any fault in any Service, failure or incorrect operation of any Service, or any other default in performance under the Agreement caused by any event reasonably beyond vRoam's and/or the Carrier's control, including but not limited to war, accident, act of God, industrial action, embargo, delay or failure or default by a Carrier.

9. Warranties

9.1. Except as provided in sub-clause 9.2 all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating to the provision by vRoam of the Services are excluded and we will not be under any other liability in respect of any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of the Service.

9.2. Where any applicable legislation implies any term, condition or warranty into the Agreement or vRoam's relationship with you, or otherwise gives you a particular remedy against vRoam, and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy, then to the extent of the prohibition or voidness that implied term, condition, warranty or remedy will be deemed to be included in the Agreement or, as the case may require, apply to the relationship between vRoam and you. However, vRoam's liability for any breach of such implied term, condition or warranty or under such remedy, will be limited, at vRoam's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.

10. Termination

10.1. vRoam may immediately terminate this contract if you:

a. breach any term of the Agreement (including any terms relating to payment or use of the Services) or any term of any other agreement you have with vRoam;

b. enter, or threaten to enter into or are likely to become subject to any form of insolvency administration, whether formal or informal or threaten to cease or are likely to cease to conduct any business carried on by you in the normal manner or being a natural person, die, or being a partnership, dissolve or resolve to dissolve, or being a corporation, become an "externally-administered body corporate" as defined in the Corporations Law.

11. Suspension of Services

11.1. vRoam may from time to time and without notice or liability to you suspend any of the Services (and at vRoam's discretion disconnect the relevant SIMcards from the Network) in any of the following circumstances:

a. during any technical failure, modification or maintenance of the Network (but in that event vRoam will procure resumption of the Services as soon as reasonably practicable);

b. if you fail to comply with any of these terms and conditions (including failure to pay charges due) until the breach (if capable of remedy) is remedied, or

c. if you do, or allow to be done, anything which in vRoam's reasonable opinion may have the effect of jeopardising the operation of those Services; or

d. if the amount outstanding under this Agreement at any time (whether or not its payment has fallen due) exceeds the credit limit set by vRoam under clause 7.

11.2. Notwithstanding any suspension of any Services under this Clause 11 you shall remain liable for all charges due hereunder throughout the period of suspension (including without limitation all monthly access fees applicable to the Tariff Plan, and regardless of whether or not any SIMcard has been disconnected from the Network) unless vRoam in its sole discretion determines otherwise.

12. Confidentiality

12.1. vRoam or the Carrier retains all intellectual property rights in information in any form relating to the Services, the design or operation of the Network, the manner in which vRoam arranges Services, charges and discounts, and other financial and technical information relating to the provision of the Services to you ("Confidential Information"). You will keep the Confidential Information confidential, and will not allow any written or electronically recorded material to be copied, and you will not use information which you acquire from us for any purpose unauthorised in writing by us or in any manner which may cause us loss, whether by way of damage to our reputation, financial loss or otherwise.

12.2. On the termination of the Agreement for any reason, you will destroy or return to us all Confidential Information.

12.3 You give permission for vRoam to contact you regarding news and offers.

13. General

13.1. vRoam may exchange information with a Carrier concerning your account, including particulars of calls and call charges.

13.2. The Agreement is governed by the laws of New South Wales.

13.3. The Agreement contains the whole understanding of the parties to the exclusion of any prior or collateral Agreement or understanding of any kind relating to the Services. You acknowledge that you enter into the Agreement entirely as a result of your own enquiries and that you do not rely on any statement, representation or promise by us or on our behalf not expressly set out in the Agreement.

13.4. The failure by either party to exercise any right or remedy under the Agreement in a timely manner does not constitute acceptance of the matter which gave rise to the right or remedy, nor that party's waiver of such right or remedy.

13.5. You will not assign, charge or otherwise deal with your rights under the Agreement except with our prior written consent. However, vRoam may assign all or any of its rights and obligations under the Agreement.