Date: February 2006

Quatro Retailer Agreement

Quatro Four Retail Pty Limited ACN 099 532 233 of Virginia Park, Westfield Drive, Eastgardens NSW 2036 (Quatro)

1 Interpretation

1.1 Definitions
In this document:
Data means text, graphics, data, information, content or other material.
Logistic Providers means providers of delivery, packing, invoicing, inventory management
or debt collection who have an agreement with Quatro.
Order has the meaning given by Quatro from time to time on the Site but initially means an
electronic document constituting an order placed through the Site by a Retailer with a
Supplier.
Product means the goods and/or services that a Supplier seeks to sell, or a Retailer seeks to
buy, as the case may be.
Retailer means a retailer of Product who:
(a) is registered with Quatro as a participant in the Site;
(b) seeks to purchase Product on the Site from Suppliers;
(c) submits Orders through the Site; and
(d) has entered into an agreement with Quatro on terms satisfactory to Quatro.
Site means the Quatro website.
Suppliers means suppliers (including manufacturers, wholesalers or distributors) who:
(a) are registered with Quatro as participants in the Site;
(b) provide goods and services to Retailers;
(c) seek to fulfil Orders placed for Product by Retailers on the Site;
(d) have entered into an agreement with Quatro on terms satisfactory to Quatro; and
(e) have entered into Trading Terms with the Retailers with whom they trade.
Virus includes any files, programs or program code that affix themselves to, bury themselves
within or send instructions in, other files, other computers, or other programs or program
code in order to cause malfunctions, errors or destruction or corruption of Data.

2 Your acceptance of the terms of this Agreement

By checking the box at the bottom of this Agreement, You acknowledge that You have read,
understood and agree to be bound by the terms of this Agreement.

3 Services

(a) Quatro will provide You with the following services:
(i) access to the Site;
(ii) an on-line ordering facility which is capable of processing Orders on a regular
and timely basis between You and Your Suppliers; and
(iii) management of the Data created or derived by Quatro from You and Your
Supplier’s use of the Site (Services).
(b) This Agreement does not obligate You to use the Services or prevent You from
ordering goods and services by other means.
(c) Nothing on the Site constitutes an offer for any goods or services.

4 Your relationships with Suppliers and other participants in
the Site

(a) This Agreement is separate from any trading terms that You may have with Suppliers,
Logistics Providers and other participants in the Site.
(b) By placing an Order through the Site for a Product, You will be trading directly with the
Supplier of that Product or the Logistics Provider.

5 Access to the Site

(a) Quatro will provide You with a login and password that must be used to access the
Site. You must keep Your login and password confidential.
(b) You must immediately notify Quatro if You become aware of any unauthorised use of
Your login and/or password.
(c) Subject to the trading terms between You and a Supplier, You acknowledge that it is
up to the Supplier to determine whether or not to accept any Order placed by You.

6 Your obligations

(a) You are entirely responsible for all access to the Site or use of the Services (including
any unlawful or inappropriate access or activity) which takes place using Your name,
login or password.
(b) You are responsible for providing, at Your Expense, Your own access to the Site and
use of the Services, including:
(i) any required integration work to Your systems;
(ii) any necessary third party software licences, connection services or encryption
technology; and
(iii) all maintenance of Your technical systems and any other facilities, equipment,
software or hardware items.
(c) In order to use the Services, any Data that You provide to Quatro or that Quatro
provides to You must be in the format specified by Quatro from time to time.
(d) You must:
(i) not use the Site or Services for any unlawful purpose;
(ii) not provide false or misleading information to Quatro;
(iii) not abuse (as determined solely by Quatro) the Site or Services;
(iv) not link to the Site without the prior written consent of Quatro;
(v) not post, transmit or otherwise make available through the Site or Services:
(A) any information about an individual whose identity is apparent (including
the contact information of an individual) without that person’s prior written
consent; or
(B) any chain letters or broad-based mailing that may damage or crash the
Site or other websites, or detrimentally interfere with, surreptitiously
intercept or expropriate any system;
(vi) take all reasonable precautions to avoid introducing Viruses or breaching the
security of the Site or the Services; and
(vii) promptly notify Quatro if You become aware of any unauthorised third party
accessing or using the Site or the Services and provide all related reasonable
assistance to Quatro.
(viii) ensure that You have Your own back up system in the event that You are unable
to use the Services or Site or there is any loss of Data.
(e) Access to the Site (including access to and downloading of any Data on the Site) and
use of the Services is at Your sole risk. The Data available via the Site or Services is
not intended to be, nor should it be relied upon, as constituting professional advice or a
binding offer for goods or services.
(f) The Site may contain links to other web sites or systems, which You may use at Your
own sole risk. Quatro makes no direct, indirect or implied endorsement of the linked
web sites or systems.
(g) Your use of the Site may result in the storage of cookies on Your web browser. You
agree that Quatro may use such cookies for the purposes of logging details of when
You access the Site, tracking Your movements on the Site and gathering information
for trend analysis.

7 Development and Variation of Quatro Service

(a) Without notice Quatro may remove or vary any Data available via the Site or any
Services provided that it does not modify Your trade marks.
(b) Subject to clause (a), Quatro may at any time enhance, alter, modify, suspend or
discontinue all or any part of its Site or the Services.

8 Confidentiality

8.1 Meaning of Confidential Information
Confidential Information means:
(a) any information (including logins and passwords) of or relating to a party to this
Agreement (Party), other than that which:
(i) is generally available to the public (other than as a result of action by a Party in
breach of this Agreement);
(ii) is identified as non-confidential by a Party;
(iii) is Data created or derived by Quatro from the use of the Site by Suppliers or
Retailers in relation to Orders.
(b) any information of or relating to a Supplier, Logistics Provider or other participant in the
Site (Participants) other than that which:
(i) is generally available to the public;
(ii) is identified as non-confidential by a Participant;
(iii) is Data created or derived by Quatro from the use of the Site by Suppliers or
Retailers in relation to Orders.
8.2 Obligations of confidentiality
Subject to the provisions of clause 9, if You receive Confidential Information from Quatro or a
Participant (Discloser), You agree and undertake to the Discloser that You will:
(a) keep confidential and secure all Confidential Information; and
(b) not disclose any Confidential Information of the Discloser to any person except:
(i) as required by law;
(ii) with the prior written consent of the Discloser; or
(iii) to Your officers, agents, employees or advisers for the purposes of the provision
of the Services provided that such persons:
(A) are made aware of the confidential nature of the Confidential Information;
and
(B) undertake to keep the Confidential Information confidential prior to
obtaining access to the Confidential Information.
(c) use the Confidential Information solely for the purpose of or in connection with the
provision of the Services in accordance with this Agreement;
(d) immediately notify the Discloser if You become aware of a breach or possible breach of
this clause;
(e) reasonably cooperate with the Discloser in any action You take to protect the
Confidential Information; and
(f) if requested by the Discloser, return to the Discloser or destroy all material forms in
which the Confidential Information is contained.
8.3 Acknowledgment
Notwithstanding any other provision of this Agreement, You agree that:
(a) Suppliers, Logistics Providers and other participants in the Site may have access to
information posted, sent or made available by You through the Site, which may be
Your Confidential Information;
(b) Quatro may provide Your Confidential Information to Suppliers and Logistics Providers.

9 Restricted Information

(a) Subject to clauses 9(b), (c), (d) and (e) Quatro must not disclose, and must take all
necessary steps to ensure that its employees do not disclose to any person that is an
actual or potential competitor of:
(i) Suppliers (where the information is about a Supplier); or
(ii) Retailers (where the information is about another Retailer):
(iii) Logistics Providers (where the information is about a Logistics Provider),
any of the following information whether obtained under this Agreement or pursuant to
or by reason of the Services:
(iv) the prices offered by Suppliers to Retailer/s and/or paid by Retailer/s to Suppliers
or offered to or charged by Retailer/s to its customers;
(v) the terms and conditions of supply between Suppliers and Retailer/s and
Retailer/s and their customers;
(vi) marketing, promotional and/or strategic plans and activities of Suppliers and/or
Retailers:
(vii) volumes of orders placed by Retailer/s and/or supplied by Suppliers to Retailer/s
whether by unit or dollar values; and
(viii) disaggregation of Orders down to the retail outlet level.
(b) Except as otherwise precluded by law, Quatro may disclose any information to
Retailers, Suppliers, Logistics Providers and other participants in the Services or Site if
necessary for:
(i) Quatro to carry out its obligations:
(A) to You under this Agreement; or
(B) to Suppliers, Logistics Providers or other participants in the Services or
Site; or
(ii) for Suppliers, Retailer/s, Logistic Providers or other participants in the Services
or Site to carry out their respective obligations under their trading terms and
conditions with each other as notified to Quatro from time to time.
(c) Quatro may disclose to any person any of the information referred to in clause 9(a) in
circumstances where such information is either in the public domain or in the
possession of the person to whom disclosure is to be made at the time of its intended
disclosure by Quatro.
(d) Quatro may disclose to any person any of the information inferred to in
clauses 9(a)(iv), (a)(vii) and (a)(viii) where such information is not in the public
domain or in the possession of the person to whom disclosure is intended to be made
provided always that such disclosure is made in a manner that the person to whom it is
disclosed could not in the reasonable opinion of Quatro identify with certainty the
person and/or the site to which the information relates.
(e) Quatro may, solely for the purpose of providing the Services to Suppliers, Retailer/s,
Logistics Providers and other participants in the Services or Site and to the extent that
it is necessary to do so, disclose to Retailers, Suppliers Logistics Providers and other
participants in the Services or Site, any information which relates to the disaggregation
of Orders down to the retail outlet level in circumstances where Retailer/s have advised
Quatro in writing that Suppliers are required to package such Orders at a
disaggregated retail outlet level.
(f) Personal information may only be used by Quatro in accordance with its Privacy Policy
as displayed on the Site.

10 Intellectual Property

10.1 Meaning of Intellectual Property
Intellectual Property means any rights in the form of copyright, marks, trade marks, get up,
look and feel, title or titles, names, concepts, incidents, ideas, formulae, formats, data of any
kind, business methods, software, patent, circuit layout rights, writings, designs, prototypes,
general content and any literary, musical, artistic or other creative works (including copyright
and rights in the nature of or analogous to copyright), trade secrets and applications or
registrations in any jurisdiction for the foregoing and all moral rights related thereto.
10.2 Ownership
You agree that, as between You and Quatro, Quatro owns all rights, title and interest in and
to any Intellectual Property disclosed or provided to You by Quatro.
10.3 Licence
Subject to clauses 10.4 and 10.5 and until termination of this Agreement, Quatro grants You
a royalty-free, non-exclusive, non-transferable, worldwide licence to use Intellectual Property
disclosed or provided by Quatro, but only to the extent necessary for You to use the Services
or Site in accordance with this Agreement.
10.4 Logo and trademarks
Quatro must not use Your logo or associated trademarks without Your approval, which
approval must not be unreasonably withheld.
10.5 Restrictions
In connection with the Intellectual Property set out at clause 10.2 (or any component thereof)
and except as expressly permitted in this Agreement or otherwise approved in writing by
Quatro, You must not and must not authorise or permit any third party to:
(a) exhibit to the public, receive or transmit in public such Intellectual Property;
(b) copy or duplicate such Intellectual Property;
(c) sell or use any portion of such Intellectual Property for sponsorship, advertising or
promotion of any products, goods or services; or
(d) apart from any incidental use arising as a result of Your exercise of the licence
contained in clause 10.3, use the name, logo or associated trademarks of Quatro
without the express written approval of Quatro (including on condition that You must
comply with all Quatro trademark guidelines).

11 Your warranties

You represent and warrant to Quatro that You:
(a) have full power and authority to enter into and perform Your obligations under this
Agreement;
(b) are able to pay all of Your debts as and when they become due and payable;
(c) are not insolvent and no controller has been appointed over any part of Your assets or
business and, so far as You are aware, no such appointment has been threatened or is
imminent; and
(d) are not in liquidation or administration and so far as You are aware no proceedings
have been brought or instituted or procedure commenced for the purpose of winding
up or placing You in administration;
(e) will use the Services and the Site strictly in accordance with this Agreement and only
for the purposes contemplated by this Agreement;
(f) will not knowingly sell or buy (or attempt to sell or buy), or advertise and promote on
the Site any product that:
(i) is illegal;
(ii) infringes a third party’s rights (including Intellectual Property rights);
(iii) You have no authority to sell or buy; or
(iv) Quatro in its sole discretion classifies as inappropriate to be transacted through
the Site; and
(g) will not interfere with other Retailers’, Suppliers’, Logistics Providers’ or other
participants’ use of the Services.

12 Limitation of liability and indemnity

12.1 No warranties
Quatro does not represent or warrant:
(a) that Data placed on the Site or provided through the Site or Services is complete and
accurate or fit for any particular purpose;
(b) the timeliness of the Data available on the Site or through the Services;
(c) the accuracy, completeness or timeliness of Orders delivered to Retailer/s, Suppliers,
Logistics Providers or other participants in the Site or Services by Quatro;
(d) access to the Site and the Services will be continuous, uninterrupted, timely or error
free;
(e) that Suppliers, Logistics Providers or other participants in the Site or Services that offer
goods and services through the Site or Services at the date of execution of this
Agreement will continue to offer their goods and services through the Site or Services;
(f) that prices and promotions by individual Suppliers are correct or valid or will remain
open for any period;
(g) that the Site or the Services are Virus-free and secure; or
(h) that the Site and Services are fit for any particular purpose or of satisfactory quality.
12.2 Disclaimer of implied warranties
Except for the express terms of this Agreement and to the extent permitted by law, Quatro
expressly excludes all conditions, warranties, terms, undertakings, inducements and
representations whether express or implied, statutory or otherwise relating in any way to the
Services, the Site or Quatro’s obligations under this Agreement. You acknowledge that You
acquire the Services and use the Site at Your own risk.
12.3 Limitation of liability
(a) Quatro’s liability for any breach of a condition or warranty implied by law will be limited,
in the case of goods, to any one or more of the following (as Quatro may determine in
its sole discretion):
(i) replacement of the goods or supply of equivalent goods; or
(ii) repair of the goods; or
(iii) payment of the cost of replacing the goods or acquiring equivalent goods; or
(iv) payment of the cost of having the goods repaired;
and, in the case of services, liability shall be limited to one of the following (as Quatro
may determine in its sole discretion):
(v) supplying the services again: or
(vi) payment of the cost of having the services supplied again.
(b) Quatro will not, in any circumstances, be liable to You for any indirect, economic,
incidental, special or consequential loss.
(c) Subject to clause 12.4 and to the extent permitted by law, Quatro’s:
(i) maximum aggregate liability for any Loss whatsoever arising from or out of this
Agreement, the Site or Services is limited to $10,000;
(ii) maximum liability for any Loss for any one event arising from or out of this
Agreement, the Site or Services is $1,000.
12.4 Indemnity
You indemnify Quatro against any Loss which Quatro may incur as a result of or in
connection with:
(a) any breach by You of Your obligations under this Agreement or any third party licence
related to this Agreement;
(b) any use or misuse of the Services or the Site by You;
(c) an infringement of any of Quatro’s Intellectual Property or third party’s Intellectual
Property rights arising directly or indirectly from Your use of the Site or the Services by
You, except to the extent to which it arises out of any breach by Quatro of this
Agreement or any negligent act or omission by Quatro;
(d) breach of confidentiality obligations owed to third parties by You;
(e) posting or transmission of Data supplied by or to You which causes offence to other
users of the Services or the Site or which is misleading, deceptive, obscene,
pornographic, racist, threatening, defamatory, libellous, unlawful, offensive or other
which could constitute or encourage conduct that would give rise to civil liability or be
considered a criminal offence, or otherwise violate any law or regulation;
(f) use by Quatro of any conversion tables provided by You to Quatro; and
(g) any potential, actual or threatened breach by You of Your obligations under trading
terms with a Supplier, Logistics Provider or other participant in the Site or Services.
12.5 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations pursuant to this
Agreement if such delay is due to a cause beyond the party’s reasonable control including,
but not limited to, fire, flood, earthquake, elements of nature or acts of God, strikes, acts of
war, terrorism, riots, civil disorders, quarantines, embargoes and other similar government
action and failure in telecommunications supply.

13 Taxes and costs

(a) You are responsible for the payment of all taxes, excises, licence fees or duties
(including any stamp duty on or relating to this Agreement), current or future levied or
to be levied in connection with this Agreement.
(b) Each party must pay its own legal and other costs and expenses of negotiating,
preparing, executing and performing its obligations under this Agreement.

14 Suspension and termination

14.1 Suspension of Services
Quatro may suspend the operation or provision of Services or block Your access to the Site
and the Services if:
(a) Quatro is required to carry out maintenance or to rectify any technical or other failure in
relation to the Quatro technical systems, the Services or the Site;
(b) in Quatro’s sole discretion, it is determined that Your access may or will adversely
affect Quatro’s systems;
(c) You introduce a Virus to the Site or the Services; or
(d) You breach any term of this Agreement.
14.2 Termination
(a) Either party (First Party) may terminate this Agreement immediately by written notice
to the other party (Second Party) if the Second Party becomes insolvent, including by
entering into any form of insolvency, administration, whether formally or informally, or if
a receiver, liquidator or administrator of the other party or of any of its businesses,
property or assets.
(b) Either party (First Party) may terminate this Agreement immediately by giving the
other party (Second Party) written notice if the Second Party breaches any material
term of this Agreement and:
(i) the breach is not capable of being cured; or
(ii) the breach is capable of being cured and the Second Party does not remedy the
breach within 30 Business Days from the date of written notice from the First
Party.
(c) Either party may terminate this Agreement at any time upon 30 Business Days written
notice to the other party.
14.3 Consequences of termination
Upon termination of this Agreement:
(a) Quatro will revoke all access means to the Site and Services (including logins and
passwords) and will provide You with directions necessary for You to fully disengage
from the Services and Site;
(b) You will cease accessing the Site, using the Services, the Intellectual Property set out
at clause 10.2 and the Confidential Information of Quatro and act in accordance with
clause 8.2(f); and
(c) Quatro may require You to pay any direct costs or expenses incurred by Quatro as a
result of the termination.
14.4 Survival
Clauses 8, 9, 10, 11, 12 and 14 survive termination or expiration of this Agreement.

15 Notices

15.1 General
A notice or other communication relating to this Agreement must be in writing in English and
may be given by being sent by post, fax or email to party’s current address for notices.
15.2 Address for service of notices
(a) Quatro’s details for notices or communications relating to this Agreement are as
follows:
Addressee: Quatro
Postal address: Private bag 1, Maroubra, NSW2035
Fax: (02) 9370 1200
Email: quatroadmin@quatro.com.au
(b) Notices will be served upon You at the address that You provided to Quatro in Your
initial expression of interest.

16 General

16.1 Amendment
This Agreement may only be varied or replaced by a document executed by the parties.
16.2 Governing law and jurisdiction
This Agreement are governed by and are to be construed in accordance with the laws
applicable in New South Wales.
16.3 Assignment
(a) Quatro may assign, create an interest in, or deal in any other way with, any of its rights
under this Agreement.
(b) You must not assign, create an interest in, or deal in any other way with, any of Your
rights under this Agreement without the prior written consent of Quatro. Any purported
dealing in breach of this clause is of no effect.
16.4 Entire understanding
(a) This Agreement contains the entire understanding between the parties as to the
subject matter of this Agreement.
(b) All previous negotiations, understandings, representations, warranties, memoranda or
commitments concerning the subject matter of this Agreement are merged in and
superseded by this Agreement and are of no effect. No party is liable to any other
party in respect of those matters.
16.5 Relationship of parties
This Agreement is not intended to create a partnership, joint venture or agency relationship
between the parties to this Agreement or any of the participants in this Site.

I confirm that I have read, understood and agree to be bound by the terms and
conditions contained in this document.