QUEENSTOWN IT LTD STANDARD TERMS AND CONDITIONS

INTRODUCTION
These terms form the basis of a service agreement between Queenstown IT Ltd and your business and apply to all products and services Queenstown IT Ltd supplies to your business whether as principal or agent. Queenstown IT Ltd’s agreement with your business also includes any application order forms or order submissions, which your business complete and provides to Queenstown IT Ltd via facsimile, email or via any portal access provided to you.

INTERPRETATION

In this Agreement, unless the context requires otherwise:

"Agreement" means this agreement between Queenstown IT Ltd, which includes these standard terms and the Application Form(s).

"Application Form" means a form completed or otherwise authorised by your business describing a Service, the site at which the Service is to be provided, the Charges and any additional terms applying to that Service (including any terms contained in any marketing materials provided to you which relate to that Service).

"Charges" means Queenstown IT Ltd charges (exclusive of GST, unless stated otherwise) for the Services, as set out in the Application Form(s), which may include fixed charges, usage charges, additional fees and/or one-off fees.

"Connected" means connection to the Network so that your business is able to receive the Services.

"Disconnected" means disconnection from the Network so that your business is no longer able to receive the Services.

"Network" means the telecommunications network that we use to provide the Services to your business and to other customers (including any network to which we interconnect).

"Network Operator" means any entity with whom we have entered into an interconnection agreement or arrangement (directly or indirectly) providing for the passing of customer generated or customer destined communications between Queenstown IT Ltd and that entity.

"Queenstown IT Ltd Equipment" means any telecommunications and other electronic or related equipment (including PABXs, antenna, transmission equipment, routers, switches, power supplies and software), which we may or may not own, that we provide to your business in connection with the provision of Services.

"Payment Date" means the payment date set out on each invoice we send to you.

"Phone Number" means a mobile telephone number or a landline telephone number which is either allocated to your business by Queenstown IT Ltd or which you Ported or seek to Port.

"Port" means to transfer the Phone Number from one Telecommunications Service Provider to another according to the approved industry process (and words such as Porting, Ported and Porting Process shall be construed accordingly).

"Service" means all or part of a service which have been agreed to by the Parties as part of this Agreement or any subsequent additions or amendments.

"Software" means any software which we provide to your business for the purpose of your business accessing or using the Services.

"Telecommunications Service Provider" means a provider of telecommunications services to the public in New Zealand.

"Term" means the initial Term of this agreement as agreed between the Parties as stipulated in this Agreement.

"Working Day" means a day on which registered banks are open for business in Auckland, Wellington and Christchurch.

"Your Equipment" means the equipment (including a mobile telephone or other telecommunications device) that your business provides so that you can use the Services.

"Your Premises" means the location at which Queenstown IT Ltd Service and/or Equipment is situated.

In interpreting this Agreement:

• references to either party include its respective successors in title and permitted assigns; and
• a reference to any date, which is not a Working Day, will be deemed to be a reference to the next Working Day.

Headings in this Agreement do not affect their interpretation.



1.COMMENCEMENT OF SERVICES

1.1Every Application Form received by Queenstown IT Ltd shall be subject to Queenstown IT Ltd acceptance and we will notify your business after you submit an Application Form whether we have accepted an Application Form.

1.2Subject to Queenstown IT Ltd acceptance in 1.1 above, we will begin providing Services to your business in accordance with the timeframe that the parties agree in writing or, if no timeframe is agreed, within a reasonable timeframe.

2.OUR COMMITMENT TO YOU

2.1 We will:

• provide the Services to your business with reasonable care and skill. We will use all reasonable efforts to ensure that the Services are reliable at all times although we do not guarantee that the Services will be continuous or fault free;
• ensure that all work that we perform in connection with the provision of the Services is carried out by competent and suitably qualified personnel and in a professional manner;
• endeavour to remedy any fault or outage with the Service within the timeframe specified in the Application Form or otherwise within a reasonable timeframe.

2.2 Owing to operational or other reasons, we may from time to time restrict or suspend a Service. In those circumstances, we will give your business as much notice as reasonably possible and will endeavour to ensure that suspensions or restrictions take place outside of normal business hours.Where we are restricting or suspending a Service in the case of an emergency or in order to protect people or property, or due to events beyond Queenstown IT Ltd reasonable control, we may not be able to give your business any notice prior to such restriction or suspension, but will endeavour to inform your business as soon as reasonably possible.

2.3 While we will do our best to provide quality Services, because of the nature of telecommunications, it is impossible to provide a fault-free service and the quality and coverage of the Services depends partly on YourEquipment, partly on Queenstown IT Ltd network and partly on other Telecommunication Service Providers and telecommunications networks to which our network is connected or connects.

2.4 The Services can be adversely affected by radio interference, atmospheric conditions, geographic factors, network congestion, maintenance, outages on other networks and provider sites, the configuration or limitations of your, or your intended recipient's equipment, or other operational or technical difficulties which means that your business may not receive some or all of the Services in certain areas or at certain times.

2.5 The Services can also change with network expansion or reconfiguration.

3.YOUR COMMITMENT TO US

3.1 You agree:

• not to use or permit the Services to be used in any way which is illegal, in any way abusive or which constitutes harassment or which causes harm or damage of any sort or contravenes the "Acceptable Use Policy" or other specific terms of use in relation to that Service, as notified by Queenstown IT Ltd to your business from time to time;
• not to use or permit the Services to be used in any way that could interfere with or damage Queenstown IT Ltd Network or that of any other operator;
• to follow our reasonable instructions about the use of the Services;
• only to use the Services for the purpose for which they are provided.

3.2your business will ensure that all information you provide Queenstown IT Ltd is accurate and complete.This includes advising Queenstown IT Ltd promptly if your business changes premises or postal address.

3.3 You acknowledge that your business is responsible for any use of the Services by yourself or by any third party, whether authorised by you or not.

3.4 Your business will, if we ask you to, obtain any third party authorisation, license or consent that we may reasonably require in connection with the provision of the Services.

3.5 Your business agrees to follow our instructions about the use of the Services and ensure that everyone who uses Queenstown IT Ltd Services in connection with the provision of our Services to you also meets your responsibilities when using the Services.You agree to keep us protected against any legal action taken against Queenstown IT Ltd and to meet any losses we may incur as a result of such use of the Services.You are responsible if anyone else, whether authorised by your business or not, uses or misuses Queenstown IT Ltd Services.

3.6 Using or agreeing to use the Services does not give your business any rights in any part of the Services. Your business must not resell, in any way whatsoever, the whole or any part of the Services.

4.CHARGES, INVOICING AND PAYMENT

4.1 Queenstown IT Ltd Charges and the basis of those Charges for the Services are set out in Queenstown IT Ltd Application Form or otherwise as notified to your business in writing or through our website from time to time and are subject to amendment as set out in Queenstown IT Ltd Application Form or as otherwise notified to you from time to time.

4.2 You agree to pay our Charges for the Services, regardless of who ultimately uses them.The Charges will apply from the date your business are Connected.Your business also agree to pay any GST that may be payable in addition to the Charges.

4.3 We will invoice your business for the Services we provide you at intervals applicable to the Service.Queenstown IT Ltd Charges are structured so that fixed charges are normally payable in advance and other charges will normally be payable in arrears.

4.4 Where applicable, we may charge for some Services or certain Charges in arrears depending on when charges are received from other Network Operators and Telecommunications Service Providers.

4.5 A minimum invoice value of $10 plus GST per month applies.If the amount being invoiced to your business in any given month is below this value, a top up charge will apply.

4.6 Your business agrees to pay each invoice on or before the Payment Date and without set-off, counterclaim or deduction.

4.7 If any invoiced amount remains unpaid after the Payment Date we may charge your business a late fee of the greater of $7.50 or 1.6% per month or part month on that amount until it is paid in full and your business will also have to pay any reasonable expenses (including solicitor and own client costs) we incur in collecting any money that you owe to Queenstown IT Ltd or in exercising any of Queenstown IT Ltd other legal rights.Your business must advise Queenstown IT Ltd when your business change your address.

4.8 Part payment of your invoice will not amount to a full and final settlement unless we have agreed to this in writing.

5.DISPUTED ACCOUNTS

5.1 If you believe that an invoice contains a mistake your business must contact Queenstown IT Ltd as soon as possible and we will investigate the dispute.All disputes must be submitted in writing clearly detailing the actual claim. Your business must pay any undisputed amount by the Payment Date.

5.2 You will need to notify Queenstown IT Ltd within 90 days of receiving an invoice of any dispute. We will not accept a dispute greater than 90 days after the invoice on which that disputed item is charged.

5.3 If we agree that there is a mistake, we will correct the invoice as soon as reasonably possible. If we find that there is no mistake, your business must pay the outstanding amount immediately on being notified of Queenstown IT Ltd

5.4 Finding, or on or by the Payment Date, whichever is the later.

6.CREDIT ARRANGEMENTS

6.1 We are not obliged to begin providing Services to your business until we have satisfied ourselves that your business will be able to pay the Charges.If we have already commenced providing Services to your business and we then receive an unsatisfactory credit check, we may stop providing any Services. You agree that we may pass on your information to credit reporting organisations so that they can run credit checks on our behalf at any time.We may also let those organisations know if you have not paid our Charges.You agree that at any time those organisations may pass on to us information about your business that they hold.We will use that information to make decisions about providing or continuing to provide your business with Services.You also agree that those organisations may keep any information about your business that we have passed on to them and use it for the purposes of their businesses, which may include supplying it to other entities that use their services.In respect of Queenstown IT Ltd access to and use of such information, we will comply with our obligations under clause 12.3 and otherwise with the Privacy Act 1993.

6.2 Where required by our credit policy, we may at any time require your business to make an advance payment or provide some other form of security to cover amounts payable by you under this Agreement. If this Agreement is terminated we will return to your business any security not required to cover outstanding amounts.

7.OUR EQUIPMENT

7.1 It may be necessary for Queenstown IT Ltd to install and maintain our Equipment and/or Software at Your Premises to provide Services to you.You agree to give Queenstown IT Ltd access to Your Premises at all reasonable times and with reasonable notice (subject to compliance with your reasonable security requirements and where applicable, health and safety requirements) to install, inspect, remove, replace and maintain Our Equipment and/or Software.

7.2 Ownership of Our Equipment or any replacement for Our Equipment or replacement component of Our Equipment remains with Queenstown IT Ltd at all times and your business shall not make any claim in respect of such ownership.

7.3 We will ensure that Our Equipment and Software is safe, free from defects and fit for the purpose for which it is provided.

7.4 Your business agree:

• Not to damage or interfere with Our Equipment or Software in any way;
• To provide a safe and secure operating environment for Our Equipment;
• To take reasonable precautions to protect Our Equipment and Software from theft or other loss or damage;
• To follow our reasonable directions when using Our Equipment and / or Software;
• To take reasonable precautions to protect Our Equipment and Software from electromagnetic interference, electrical interference or power fluctuations;
• To pay Queenstown IT Ltd Charges for repairing or replacing any part of Queenstown IT Ltd Equipment that is lost or damaged while located on your premises;
• To obtain and maintain insurance to a value determined by Queenstown IT Ltd with a reputable insurance company against loss or damage to Our Equipment and Software while it is under your control or on YourPremises.Your business will ensure that Queenstown IT Ltd interest is noted on the insurance policy.

7.5 Your business authorise Queenstown IT Ltd to disconnect any equipment that may be connected by other Telecommunications Service Providers and to reconfigure existing equipment to enable the Services to be provided.

We may remove Our Equipment and Software from YourPremises upon termination of this Agreement or earlier if Our Equipment is no longer required for the provision of Services or if your business damage or interfere with it .You agree that we may enter into premises where Our Equipment is located at any time for the purpose of repossessing Our Equipment and your business will indemnify us, upon demand, for all costs and expenses we incur in arising from such enforcement action.

8.YOUR EQUIPMENT

8.1 Your business will ensure that all of Your Equipment that is connected to the Network and/or to Our Equipment is Tele-permitted and is installed in accordance with our specifications.

8.2 Your business agrees to follow our reasonable instructions about modifications that your business may need to make to Your Equipment so that your business can use the Services.

8.3 Notwithstanding anything else in this Agreement, if Your Equipment causes a fault in the operation of a Service then your business will, if we ask your business to, pay Queenstown IT Ltd the reasonable costs of restoring that Service.

9. SUSPENSION

9.1 We may suspend provision of Services at any time if you breach this Agreement, including where your business has failed to pay any undisputed amount by the relevant Payment Date.

9.2 We may require you to pay a reconnection charge as a condition of lifting any suspension imposed under this clause.


10. TERMINATION

10.1 We may stop providing any Service or terminate this Agreement at any time by giving your business no less than thirty (30) days prior written notice.We may end a Service at any time if we are withdrawing it from general availability or replacing it with a new service.

10.2 Subject to clause 11.2 below, your business may give up any Service or terminate this Agreement at any time by giving Queenstown IT Ltd no less than sixty (60) days prior written notice.

10.3 Notwithstanding clauses 10.1 and 10.2 we may terminate this Agreement immediately where:

a) Your business commits a material breach of this Agreement which is incapable of being rectified;

b) Your business commits a material breach which is not rectified within thirty (30) days of written notice of that breach having been given to you by us;

c) Your business commits three or more material breaches of this Agreement where notice has been given as stipulated immediately above in any twelve (12) month period;

d) A receiver or manager over any or all of your assets is appointed;

e) Your business or your director(s) or principal(s) go into liquidation, bankruptcy or receivership (or it appears that any of these events is likely to happen); or

f) Your business is removed from the Companies Register.

11. CONSEQUENCES OF TERMINATION

11.1 When this Agreement is terminated:

• your business will be Disconnected;
• clauses 3.5 - 25 (inclusive), together with other provisions of this Agreement which are required to give effect to those clauses, will remain in effect;
• each party must immediately return to the other any information, equipment or any other item which is in its possession and which belongs to the other party;and
• we may access Your Premises to remove Our Equipment.If we are unable to gain access we may invoice your business and your business agree to pay the standard replacement charge for the Equipment in question.

11.2 You acknowledge that:

• the Charges for some Services are set based on the Term which you have agreed for that Service; and
• if your business gives up any Service or terminate this Agreement under clause 10.2 or we terminate all or part of this Agreement under clause 10.3 prior to the expiry of the Term:
• we may charge your business (in which case you will be liable to pay) the monthly charges, as specified for that Service, for the period from the date of termination to the expiry of the Term, as compensation to Queenstown IT Ltd for the revenue which we would otherwise have expected to receive from your business in respect of that Service over the Term;
• your business will repay to Queenstown IT Ltd any credit, equipment subsidy or installation subsidy we have given against your account, and
• any credit remaining on the account will not be used to set off any Charges or early termination charges.

11.3 Termination and the rights set out in clause 11.2 are without prejudice to any other rights or obligations either party may have under this Agreement.

12. CONFIDENTIALITY, PUBLICITY AND PRIVACY

12.1 Each party agrees not to reveal any information concerning the provisions of this Agreement or information provided under it to any third party, other than:

• as required to perform its obligations or exercise its rights under this Agreement;
• as required by law or by the rules of any stock exchange;
• to its employees, agents and contractors in order to give effect to the purpose for which the information was provided;
• where the information is already in the public domain (but not where it is in the public domain as a result of a breach of this clause); or
• with the other party’s written consent.

12.2 Each party agrees not to issue any press release or public announcement concerning this Agreement without the other party’s prior written approval.

12.3 If you are an individual, you agree that we can collect, retain and use any information about you and can pass it on to our employees, contractors, agents and suppliers for a range of lawful purposes connected with Queenstown IT Ltd business operations, such as checking your credit worthiness, providing the Services and keeping you informed about new products and services.You may ask to see the information that we hold about your business at any time and your business may ask Queenstown IT Ltd to correct any errors.Where you disclose to Queenstown IT Ltd any information about a director, partner, principal or contact person, you confirm that:

• you are authorised by that person to make that disclosure for the purposes described above;
• that person has agreed that we can collect, retain and use any information about him or her and can pass it on to our employees, contractors, agents and suppliers for a range of lawful purposes connected with our business operations, such as checking his or her creditworthiness, providing the Services and keeping him or her informed about new products and services; and
• that person understands that he or she may ask to see the information that we hold about him or her at any time and he or she may ask Queenstown IT Ltd to correct any errors.

13.SECURITY

13.1We may require you to provide a Personal Identification Number ("PIN") to Queenstown IT Ltd which will enable Queenstown IT Ltd to verify the identity of those who are authorised to have access to your account details and to make changes to your Queenstown IT Ltd account.You are entirely responsible for maintaining the security of your PIN.We are entitled to rely on the provision of your PIN without further enquiry, as evidence of authority to access your account details and to make changes to your Queenstown IT Ltd account.

13.2Some Services are available via the internet or other systems operated by third parties and, although we will endeavour to maintain the security of information, we cannot guarantee that information you receive or supply when using the Services will be secure at all times.You acknowledge that we are unable to exercise control over and make no representations or warranties concerning, the security or content of data or information passing over Queenstown IT Ltd network, any systems operated by third parties, and the internet.

13.3We will not be responsible for any harm your business suffers from a virus or other manipulating program which infiltrates Your Equipment, whether it was transmitted via the Services or otherwise.In accordance with clause 4 your business remain responsible for all Changes applied to your account for the use of any services activated by such a virus or program.

14.INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all rights to intellectual property contained in the Services and in Our Equipment (including any improvements or changes to any Service or to Our Equipment) belong to Queenstown IT Ltd or to Queenstown IT Ltd licensors or third party suppliers, and are retained by Queenstown IT Ltd when we provide the Services or Our Equipment to you.These intellectual property rights include, but are not limited to, all copyright, trade mark and design rights relating to the Services.

15.PERSONAL PROPERTIES SECURITY ACT 1999

15.1You agree that this Agreement constitutes a security agreement which provides for a security interest in Queenstown IT Ltd’s favour in all of your present and after-acquired property except for any item of personal property which is not (or which is exclusively the proceeds of any item of personal property which is not) provided by Queenstown IT Ltd to your business under these terms.In addition, references in this Agreement to 'Equipment' and 'Software' means the goods and software described or referred to in the relevant records we maintain (or any other relevant document we may produce), on the basis that such record or other document is deemed to be assented to by your business and to be included in and form part of this Agreement.

15.2On request by us, your business will promptly do all things (including signing any other documents) and provide all information necessary to enable Queenstown IT Ltd to perfect and maintain the perfection of any security interest your business grant to Queenstown IT Ltd under this Agreement (including by registration of a financing statement). Your business waive your right to receive a copy of any verification statement in respect of any financing statement we register and your business agree to indemnify us, upon demand, for all costs and expenses we incur in registering and maintaining any financing statement.

15.3Where used in this clause, the following words and phrases (and grammatical variations of them) have the meanings given to them in, or by virtue of, Personal Property Securities Act 1999: 'after-acquired property', 'financing statement', 'goods', 'perfection', 'personal property', 'proceeds', 'security agreement', 'security interest', and 'verification statement'.

16.SOFTWARE

If we provide your business with any software in connection with the provision of the Services, you agree:

• not to copy, modify or reverse assemble the software; and
• that your business is licensed by Queenstown IT Ltd to use the software only for the purposes, and in accordance with the terms, of this Agreement and any terms upon which the software is ordinarily licensed or which we notify to you.

17.LIABILITY

17.1Where you are acquiring any Services for the purposes of a business, you will not assert or attempt to assert any rights or claims against Queenstown IT Ltd under the provisions of the Consumer Guarantees Act 1993 in respect of the supply of those Services to you.

17.2No claim for damage, loss or injury direct or indirect against Queenstown IT Ltd in respect of any Services supplied by Queenstown IT Ltd shall in any case exceed either the re-supply or the cost of re-supply of the Services giving rise to the claim against Queenstown IT Ltd and we reserve the right to elect either option at our absolute discretion.

17.3In respect of Our Equipment, our liability shall be limited to the replacement of Our Equipment only.

17.4Notwithstanding any other clause in this Agreement we will not be liable to your business in tort (including negligence), contract or otherwise for any economic loss, loss of profit, loss of savings, loss of anticipated profit or savings, or for any indirect, special or consequential loss or damage, however caused, whether arising in relation to the supply or non-supply of any Services, any breach by Queenstown IT Ltd of this Agreement or otherwise.

17.5No other Network Operator and/or third party supplier (including their officers, employees, contractors and agents) will be liable to your business for loss or damage of any kind arising from your use of the Services.This clause is intended to be for the benefit of, and enforceable by, each such Network Operator and third party supplier in terms of the Contracts (Privity) Act 1982.

17.6Apart from the warranties expressly given to your business in this Agreement, all other warranties, express or implied, are excluded (to the extent permitted by law).

17.7your business will indemnify Queenstown IT Ltd against all claims of any kind whatsoever however caused or arising (including without limitation all sums paid to compromise or settle claims, proceedings and actions out of court) brought by any person in connection with:

• any use by your business of the Services other than in the manner contemplated by this Agreement; or
• any failure by your business to meet your obligations under this Agreement.

17.8 You will reimburse Queenstown IT Ltd on demand for any expenses, disbursements and legal costs incurred by Queenstown IT Ltd in the enforcement of any of our rights contained in this Agreement (including any reasonable solicitor’s fees and debt collection agency fees) where we are enforcing those rights as a result of your non-compliance with any of your obligations under this Agreement.

17.9 You acknowledge that your business has not relied on any representation by Queenstown IT Ltd or any of Queenstown IT Ltd employees or agents as to the fitness for purpose, suitability or features of any Service, except where such representations are recorded in the relevant Application Form or this Agreement.

18.DISPUTE RESOLUTION

18.1 If any dispute arises out of this Agreement, neither party is to commence proceedings relating to the dispute (except where urgent interlocutory relief is sought) unless that party has first complied with this clause 18.

18.2 A party claiming a dispute that has arisen is to give written notice to the other party specifying the nature of the dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the dispute by discussion, negotiation or other informal means.

18.3 If the parties do not resolve the dispute within 10 Working Days of the receipt of the notice then either party can, by writing to the other, require that the dispute be mediated in accordance with the standard mediation agreement of LEADR New Zealand, and the then current Chair of LEADR New Zealand will select the mediator and determine the mediator’s fee.

19.NOTICES

19.1 Any notice given pursuant to this Agreement must be in writing and be delivered, or sent by post, by email or by facsimile, to the other party’s contact address.

19.2Any such notice will be deemed to be validly given:

• in the case of delivery, when received;
• in the case of facsimile transmission, when a correct facsimile confirmation receipt slip is received;
• in the case of posting, on the second Working Day following posting; or
• in the case of email, on receipt of delivery confirmation.

20.ENTIRE AGREEMENT, VARIATION AND CONFLICT

20.1 This Agreement contains all of the terms, representations and warranties made between the parties and supersedes all prior discussions and agreements covering the subject matter of this Agreement

20.2 No variation or waiver of any provision of this Agreement shall be recognised or binding on Queenstown IT Ltd unless it is in writing and signed by a Queenstown IT Ltd authorised representative.

20.3 If there is any inconsistency between the terms contained in this Agreement and in the Application Form(s), then the terms contained in the Application Form(s) will take precedence.

20.4 We may amend these standard terms at any time.This will vary Queenstown IT Ltd agreement with you.When we do this we will make a copy of the amended standard terms available to you. The amendments we make will apply seven days after we make the amended terms available.We may interpret your ongoing use of Queenstown IT Ltd services after that date as constituting your acceptance of the amendments.

21.ASSIGNMENT

21.1 Your business may not assign all or any of your rights or obligations under this Agreement without Queenstown IT Ltd written consent (such consent not to be unreasonably withheld).

21.2 We reserve the right to assign our rights under this Agreement without your consent.

22.FORCE MAJEURE

22.1 Notwithstanding any other provision in this Agreement, neither party is liable to the other for failing to meet any of its obligations under this Agreement to the extent that the failure was caused by an act of God or other circumstance beyond that party’s reasonable control.

22.2 Nothing in clause 22.1 shall release your business from any obligation to make payment of sums owing to Queenstown IT Ltd when those sums are due and owing to Queenstown IT Ltd under this Agreement.

23.NON-WAIVER

If either party delays or fails to enforce any of its rights or remedies under this Agreement, this will not constitute a waiver by that party of that or any other right or remedy available to it.

24.TERMS SEPARATELY BINDING

Each term of this Agreement is separately binding. If for any reason either party cannot rely on any term, all other terms remain binding.

25.JURISDICTION

This Agreement is governed by the laws of New Zealand. The parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

26.APPLICATION OF THESE TERMS AND CONDITIONS

We each acknowledge that you may receive other products or services from Queenstown IT Ltd in respect of which specific terms and conditions (whether separately negotiated with us, or generally applicable in respect of that category of goods and service) might apply.In the event that such terms and conditions do not deal with any particular matter, the terms and conditions set out in this Agreement shall apply.