1 Agreement

1.1 This Agreement

This agreement includes the following documents:

(a) these terms and conditions;

(b) the Welcome Letter;

(c) the Pricing Guide;

(d) the Work Order;

and(e) in the case of a field or kiosk sale, the Field/Kiosk SalesOrder Worksheet.

1.2 Authorised Persons

We may use Authorised Persons to perform our obligations under this agreement.

1.3 Variation

(a) We may vary any term of this agreement at any time by giving you at least 21 days notice.

(b) If any variation has more than a nominal detrimental effect on you, then you may, within 30 days of receiving notice of the variation, terminate this agreement by giving us at least 30 days notice, and if you do, the variation will not be applied to you and you will not be liable to pay the Early Termination Fee. Your rights to terminate under this clause do not apply where the variation is a variation of the AUSTAR TV Service, as described in clause 3.5, or a variation of fees and charges to reflect increases in CPI or GST as described in clauses 6.3(a) and 6.4.

2 Term

2.1 Fixed Term

This agreement starts when you order the AUSTAR TV Service. Unless otherwise advised to you when you subscribe to the AUSTAR TV Service, you agree to a fixed term that starts on the date we first supply you with the AUSTAR TV Service and continues for the fixed term that you agree to when you subscribe.

2.2 Expiry of Fixed Term

This agreement continues after the expiry of the Fixed Term until terminated by you or us giving 30 days notice.

3 AUSTAR TV Service

3.1 AUSTAR TV Service

We will provide you the AUSTAR TV Service that you subscribe to.

3.2 Use of AUSTAR TV Service

The AUSTAR TV Service is provided for private use in your Premises only. You must not use the AUSTAR TV Service for commercial use, in a Public Viewing Area or connect the AUSTAR TV Service to any television or monitor in a Public Viewing Area (whether directly or indirectly by any means).

3.3 Unauthorised use of the AUSTAR TV Service

You must not copy the AUSTAR TV Service or any part of it or split, redirect, redistribute or otherwise offer or supply any AUSTAR TV Service to any other place outside the Premises without our prior written authorisation. We may suspend provision of the AUSTAR TV Service if we have reasonable belief that you have breached this clause or clause 3.2. We may terminate or suspend this agreement if we reasonably believe that you have breached this clause or clause 3.2, have asked you to explain your conduct and you have failed to do so satisfactorily.

3.4 Package change

You can upgrade, sidegrade or downgrade your Package online or by telephoning or writing to us, but you must continue to subscribe to the Entry Level Service at all times during the term of this agreement. If you decide to upgrade,sidegrade or downgrade your Package, we may either
require you to keep the upgrade, sidegrade or downgrade for at least 30 days or charge you an administration fee.

3.5 Changes to AUSTAR TV Service

We may vary the AUSTAR TV Service at any time, including the programs, Packages, Entry Level Service, channels, products, content or transmission times. If we withdraw a channel or feature of the AUSTAR TV Service which causes a more than nominal detrimental change to the AUSTAR TV Service and we do not reduce the price accordingly or do not replace the channel or feature with a similar genre channel or feature, you may, within 30 days of receiving notice of the variation, terminate this agreement by giving us at least 30 days notice and if you do the variation will not be applied to you, and you will not be liable to pay the Early Termination Fee.

3.6 Additional AUSTAR TV Service

You may choose to purchase additional pay-per-view or other subscription TV services from us, for example the BOX OFFICE service, and you authorise us to charge any paymentfor these services to your account in accordance with this agreement. Each purchase will be on such terms as we advise you at the time of purchase and subject to the terms of this agreement.

3.7 Parental Control

We provide a parental control facility in connection with your use of the AUSTAR TV Service. It is your responsibility to set up and activate the parental control functionality and keep the PIN secure. You must use the parental control functionality in conjunction with Adults Only services.

4 Equipment

4.1 Equipment

We will provide you with Equipment in order to enable you to receive the AUSTAR TV Service. We will not provide you with a television set or monitor. If we are not able to provide you with the Equipment you need to receive the AUSTAR TV Service, we will advise you when you order the AUSTAR TV Service. You may only use the Equipment to receive the AUSTAR TV Service, and not for any other purpose.

4.2 Access

You must provide us and our Authorised Persons with safe access to your Premises for the purpose of installing, maintaining, using, removing, replacing or repairing the Equipment and, where relevant, the Antenna. You must comply with the reasonable requirements of our employees and our Authorised Persons regarding access to your Premises, including those regarding their safety.

4.3 Installation

We or our Authorised Persons may install the Equipment and the Antenna (if applicable) at your Premises. You must provide a suitable place at the Premises for installation of the Equipment and the Antenna (if applicable). If we are notable to install the Equipment or the Antenna and you need to obtain services from a third party in order to enable the installation, we will advise you when you order the AUSTAR TV Service. You must provide electricity and power points for the Equipment at your own expense. We do not guarantee that we will meet any agreed date or time for installation of the Equipment or the Antenna or any other access by us to your Premises. You or we may terminate this agreement if installation of the Equipment is not completed within 90 days of you ordering the AUSTAR TV Service and the failure to install is not due to or contributed to by the terminating party. No Early Termination Fee will apply.

4.4 Unauthorised use of Equipment

Unless otherwise expressly advised to you in writing, we retain the legal and beneficial ownership of the Equipment at all times. You must not remove any marking which identifies our ownership of the Equipment. You must not do anything inconsistent with our ownership of the Equipment including but not limited to selling or offering the Equipment for sale, creating or allowing a security interest to be created over the Equipment, or parting with possession of the Equipment. You must not alter, tamper with or attempt to repair the Equipment. You must not relocate or remove the Equipment from your Premises without our prior approval.

4.5 Loss of & Damage to Equipment

You must keep the Equipment in good repair, fair wear and tear excepted. If the Equipment is lost, stolen, damaged or faulty you must contact us immediately. We will repair or replace the Equipment, but may charge you the Equipment replacement fee and service call fee specified in the Pricing Guide. We will charge you these fees unless, because of your rights under the Trade Practices Act and Fair Trading Laws, you are entitled to have the Equipment repaired or replaced free of charge, for example, because the Equipment is not of merchantable quality. We will charge you these fees where the Equipment is damaged because you have misused the Equipment or breached this agreement.

4.6 Smartcard

You must only use the Smartcard at the Premises and with the other Equipment provided by us.

5 MyStar

5.1 Recording

(a) You will only be able to record programs to the MyStar that are available on the MyStar Service supplied toyou by us. You cannot record interactive services to theMyStar.

(b) We may restrict your ability to record certain programs to the MyStar. Certain programs which may be recorded to the MyStar will be automatically deleted at a time specified by us and advised to you prior to purchase.

(c) Any programs that you have recorded to the MyStar may be erased and irretrievable from the MyStar, including if any of the following events occur:

(i) the MyStar Service is suspended in accordance with this agreement;

(ii) this agreement is terminated for any reason;

(iii) we are required to do so by a content supplier;

(iv) for any of the reasons covered by clause 7.1;

(v) we reformat the MyStar;

(vi) you attempt to use the MyStar otherwise than in accordance with its operating instructions.

(d) We may from time to time download content, additional features or functionality to the MyStar and this may affect the total amount of space available to you for recording programs.

5.2 Free-to-air TV channels

(a) Local free-to-air TV channels you receive through the MyStar do not form part of the AUSTAR TV Service. The signals carrying these channels are transmitted to you by the channel broadcasters in your licence area and are picked up by your free-to-air antenna.

(b) AUSTAR is not responsible for the reception quality orcontent of local free-to-air TV channels you receive through the MyStar. If you are not receiving local channels properly we recommend you check your free-to-air digital TV antenna. If you have any complaints about content on a local channel, contact the local channel broadcaster.

(c) The MyStar electronic program guide may give you access to local channel schedule information. This information comes from the local channel broadcaster, who might not make it available.

6 Your Obligations

6.1 Billing

You must provide us with accurate and complete billing information including your legal name, address and telephone number.

6.2 Fees and charges

You must pay us all fees, charges and taxes that apply to the AUSTAR services by the due date. If you think we have made a mistake, you must notify us immediately. Once that mistake has been remedied, we will send you another statement and you must pay the amended amount by the due date. If you do not pay the amounts that you owe by the due date we may suspend your access to the AUSTAR TV Service or terminate this agreement immediately by notice to you. We may charge you the following fees specified in the Pricing Guide:

(a) a late fee if you do not pay your account by the due date;

(b) a reconnection fee to reactivate your AUSTAR TV Service if it has been suspended because you have not paid your account by the due date or because you breached this agreement; and/or

(c) a statement fee if we provide you with a monthly statement.

6.3 Variation to fees and charges

(a) We may increase our fees and charges once in each calendar year of the term of this agreement to reflect any increase in the Consumer Price Index by providing you with 21 days notice of the increase, and you may not terminate this agreement because we have done so.

(b) We may make other changes to our fees and charges by giving you 21 days notice of the changes and clause 1.3(b) applies.

6.4 GST

Fees and charges specified in this agreement include goods and services tax at the rate of 10%. If the rate of GST is varied at any time, all fees and charges will be adjusted without notice to take account of this variation, and you may not terminate this agreement because of this variation. We will provide a tax invoice to you within 28 days of your request to us.

6.5 Intellectual Property

You must not publish or use, without our prior written consent, any trademark, trade name, logo or service mark of ours. You indemnify us against any claim, loss or damages arising out of any unauthorised use by you of any third party intellectual property rights in relation to the AUSTAR TV Service.

6.6 Consent

The Work Order requires you to declare that you have obtained all necessary consents of the owner/s of the Premises or any equipment on which the AUSTAR TV Service is to be installed. If you falsely declare that you have obtained all necessary consents, you are liable to us for any claim
made by the owner/s regarding the installation. If the owner/s require us to remove the Equipment or the Antenna from the Premises, then we may charge you a service call fee. If the Premises are sold, you must use your best endeavours to ensure that the purchaser agrees to observe the terms of this agreement with regard to the Equipment and in particular, you must notify the purchaser that the Equipment is our property.

6.7 Security

You must take reasonable steps not to disclose any usernames, passwords, passcodes (including but not limited to PINs) or account information to unauthorised persons. If you do disclose such information to an unauthorised person,you must immediately notify us. Until you notify us, you will be responsible for any unauthorised use of the AUSTARTV Service facilitated by the use of disclosed information. You will be liable for any transaction that is initiated from Equipment provided to you by us.

6.8 Bundling

If you subscribe to AUSTAR services other than the AUSTAR TV Service, we may combine the services on a single account.

6.9 Credit Risk

(a) We may terminate or suspend this agreement if we have reasonable grounds to believe that the account will not be paid or that Equipment will not be returned following reasonable notice from us requiring you to do so.

(b) We may impose a credit limit on your account which restricts your access to certain AUSTAR TV Services, for example, the BOX OFFICE service.

7 Liability

7.1 Service Availability

AUSTAR is not available in some areas of Australia. We cannot and do not accept responsibility for interruption or delay to the AUSTAR services due to any events beyond our reasonable control including weather and defaults of third party suppliers. You may terminate this agreement if there is a prolonged interruption to the AUSTAR TV Service of more than 14 days provided that you notify us of the termination within 30 days of the interruption. No Early Termination Fee will apply.

7.2 No Liability for Content

We do not warrant or represent that the content of the AUSTAR TV Service is suitable for viewing by any particular audience. We do not accept responsibility for the accuracy of information contained in the AUSTAR TV Service.

7.3 No Warranties on Service/Equipment

Nothing contained in this agreement excludes, restricts or modifies any rights you have under the Trade Practices Act and Fair Trading Laws which cannot be lawfully excluded or limited. For example, your rights include an assurance from us that any services provided are provided with due care and skill and that any materials supplied in connection with those services are reasonably fit for their purpose and that any goods supplied are of merchantable quality. Other than as referred to above or expressly stated in this agreement, AUSTAR does not make any promises or warranties, whether express or implied, about the AUSTAR services or any Equipment or Antenna.

7.4 Damage to Premises

You accept that the installation of the Equipment and the Antenna (if applicable) may involve alteration to your Premises. We do not accept any liability for damage to the Premises caused by pre-existing structural defects, except where we have breached any of your rights under the Trade Practices Act or Fair Trading Laws which cannot be lawfully excluded or limited.

7.5 Damage to your equipment

We do not accept any liability for any damage to your equipment which may occur due to using the AUSTAR TV Service, including any burn-in suffered to your television monitor, except where we have breached any of your rights under the Trade Practices Act or Fair Trading Laws which
cannot be lawfully excluded or limited.

7.6 Indirect Loss

Except where we have breached any of your rights under the Trade Practices Act or Fair Trading Laws which cannot be lawfully excluded, we do not accept any liability in contract, negligence or on any other basis for any indirect loss, consequential loss, special loss, economic loss, loss of
data, loss of profits, loss of income, loss of revenue or loss of goodwill, arising out of or connected in any way with this agreement.

8 Security and Customer Information

When you apply for and use the AUSTAR TV Service, we will collect personal information about you (that is, information from which your identity reasonably can be ascertained). The personal information we collect about you will include your name, address, contact details (including your
telephone numbers and email address), information for identification purposes, information about your credit card or bank account details and information to help us to assess your credit application where relevant. We will also hold information relating to the provision of the AUSTAR services to you and information provided by you in connection with the agreement or any other products and services we provide to you.

8.1 Purpose of Collection

We need to collect personal information about you for several reasons. This includes setting up and managing your account, so we can provide you with the products and services you have requested, and so we can manage our relationship with you as a customer. If you don’t provide us with your personal information, we won’t be able to provide you with the AUSTAR TV Service and might not be able to provide you with other products and services. We also need to collect personal information so that we can keep you informed about the AUSTAR services, and other products and services that may be of interest to you.

8.2 Use and Disclosure

We will use and disclose your personal information for purposes permitted by the Privacy Act 1988 (Cth) and purposes that you consent to under this clause. You consent to us using and disclosing your personal information:

(a) to enable us to perform our obligations to you under the agreement;

(b) to enable us to ensure that you perform your obligations under the agreement;

(c) to a credit reporting agency. The disclosures we make will include information relating to your credit application including identifying information about you, the fact you have applied for credit (and the amount). We may also subsequently disclose information about your credit relationship with us to a credit reporting agency;

(d) to maintain a credit information file about you;

(e) to carry out our own credit assessment on you;

(f) for planning and research purposes including disclosure to organisations associated with the provision of our services, such as content and channel providers, for marketing and analysis purposes;

(g) for promotional and marketing purposes. Unless you notify us under clause 8.3 below, we will use your personal information to contact you (including by telephone and email) with promotional and marketing information about AUSTAR’s services, and also about third party products and services that may be of interest to you. We will understand that this is an ongoing consent unless you tell us otherwise; and

(h) to a potential purchaser of, or investor in, any business conducted by us.

8.3 Opting Out

You may request that your personal information not be used or disclosed for marketing or promotional purposes by:

- telephoning us on 132 432

- writing to us at AUSTAR, ‘Privacy’, Locked Bag 2000,Gold Coast Mail Centre, QLD 9726, or by

- email at privacy@austar.com.au, or by

- visiting our website at www.austar.com.au.

You may also notify us of your marketing preferences, for example if you would like only to receive certain types of promotional material (eg. about the services provided by AUSTAR) or by certain delivery methods (eg. by SMS, but not by letter). You can unsubscribe from electronic marketing communications (eg. emails and SMS) by using the unsubscribe facility in the message. However, if you use this type of unsubscribe facility, we will understand it to be a request from you to unsubscribe from electronic communications only (unless you indicate otherwise).

8.4 Our Privacy Statement

Further information on how we handle personal information about you including your right to seek access to personal information that we hold about you can be found in AUSTAR’s privacy statement which is available on our website at www.austar.com.au or by calling AUSTAR on 132 432.

9 Termination

9.1 Terminating this agreement

(a) We may suspend the AUSTAR TV Service or terminate this agreement:

(i) if you breach this agreement and, if the breach is remediable, you do not remedy the breach within a reasonable period of receiving notice from us requiring you to do so;

(ii) if we have reasonable belief that you have engaged inconduct in relation to the AUSTAR services, which is fraudulent or unlawful, or which may cause us harm, or cause harm or distress to any of our employees or Authorised Persons;

(iii) if we are unable to continue to provide any of the AUSTAR services to you due to legal, regulatory ortechnical reasons; or

(iv) as specifically permitted under any other term of this agreement. If we do suspend the AUSTAR TV Service or terminate this agreement for one of these reasons, we will notify you.

(b) You may terminate this agreement prior to the expiry of the Fixed Term:

(i) as specifically permitted under any other term of this agreement; or

(ii) by providing us 30 days’ written notice and paying the Early Termination Fee of $250 or, if less, the monthly subscription fees for the unexpired period of your Fixed Term.

(c) You or we may terminate this agreement once the Fixed Term has expired by giving 30 days notice to the other. No Early Termination Fee will apply.

9.2 Return of Equipment

Upon termination of this agreement for any reason, you are required to return any Equipment (except the satellite dish, dish mount and infrastructure cabling) in good repair to a location advised by us within 7 days of termination or as otherwise advised by us. If you fail to return the Equipment,we may take legal proceedings to recover the Equipment or charge you the Equipment replacement fee specified in the Pricing Guide.

10 Miscellaneous

10.1 Governing Law

This agreement shall be governed by and construed in accordance with the laws of the state or territory in which your Premises are situated.

10.2 Assignment

You must not transfer this agreement or any of your rights under it to anyone else without prior written consent from AUSTAR, which will not be refused without good reason. AUSTAR may transfer this agreement or our rights under it to a third party, but only if such transfer does not cause material detriment to you.

10.3 Commissions

We may pay a commission to any person who introduces you to us.

10.4 Severance

If any provision in this agreement is or shall become void, unenforceable or illegal it shall not affect the other provisions of this agreement and the remainder of this agreement shall have full force and effect.

11 Notice

11.1 How we give notice to you

We may give notices to you under this agreement by way of SMS, email, set-top-box messaging, facsimile, letter or publication on our web site or in the AUSTAR magazine.

11.2 How you give notice to us

You may give notice to us by phone on 132 432, by writing to us at AUSTAR, Locked Bag 2000, GCMC, QLD 9726 or by email at ask@austar.com.au.

12 Free-to-Air digital antennas

12.1 Ownership

If we install an Antenna at your request, you will own it.

12.2 Antenna Repair

AUSTAR will repair or replace the Antenna if it fails to work due to a failure to install it with due care and skill or because any materials supplied are not reasonably fit for their purpose.

12.3 Limitations

We will not be responsible for the repair or replacement of an Antenna:

(a) if the Antenna has failed for any reason covered byclause 7.1;

(b) if you or someone else other than AUSTAR alters, tampers with or attempts to repair the Antenna;

(c) if you cease to own or reside at the Premises at which the Antenna is installed; or

(d) if the Antenna is relocated or removed from your Premises.

13 Definitions

13.1 In this agreement, the following words have these meanings:

“agreement” means this agreement as more particularly described in clause 1.1.

“Antenna” means a free-to-air antenna capable of receiving free-to-air standard digital television services, installed by AUSTAR at your request.

“AUSTAR services” means the AUSTAR TV Service and any installation or repair services and any other services we provide you under this agreement.

“AUSTAR TV Service” means the Entry Level Service, and any Packages or other TV service to which you subscribe from time to time, including without limitation, the MyStar Service and interactive and pay-per-view services.

“Authorised Persons” means our contractors, agents or suppliers who we use from time to time to perform the AUSTAR services.

“Consumer Price Index” means the Consumer Price Index (all groups – weighted average of eight capital cities) published by the Australian Bureau of Statistics.

“Early Termination Fee” means the early termination fee payable by you when you terminate this agreement under clause 9.1(b) (ii) during the Fixed Term.

“Entry Level Service“ means the entry level subscription television broadcasting service provided to you by us from time to time, continued subscription to which is necessary to receive the AUSTAR TV Service.

“Equipment” means any equipment (including replacement equipment) supplied by us to you in connection with the AUSTAR services including (if supplied to you) a set-top unit, satellite dish, cabling, dish mount, remote control, the MyStar and the Smartcard but excludes an Antenna if supplied to you by us.

“Fair Trading Laws” means any fair trading or consumer affairs laws applicable to the supply of the Equipment and the AUSTAR services in the state or territory in which your Premises are situated.

“Field/Kiosk Sales Order Worksheet” means the field or kiosk sales order worksheet signed by you when you subscribe to the AUSTAR TV Service through a field sales agent or at a kiosk, as applicable.

“Fixed Term” means the fixed term of this agreement, as described in clause 2.1.

“GST” means any value-added, consumption, turnover or similar tax, impost or duty on goods and/or services.

“MyStar” means the personal digital recorder and set-top unit we supply to you when you subscribe to the MyStar Service.

“MyStar Service” means the services provided through the medium of the MyStar.

“Packages” means a group of channels as amended from time to time in accordance with clause 3.5.

“Premises” means the premises as specified in the Work Order and is the location at which the Equipment will be installed and to which the AUSTAR TV Service will be provided by us.

“Pricing Guide” means our packaging and price guide which is available on our website at www.austar.com.au and a copy of which we provide to you when you subscribe to the AUSTAR TV Service.

“Public Viewing Area” means any public area outside your private Premises and includes, without limitation, licensed and registered clubs, hotels, motels, offices, hospitals and institutional and educational centres.

“Smartcard” means the card we supply to you which permits you to receive the AUSTAR TV Service.

“Trade Practices Act” means the Trade Practices Act 1971 (Cth)

“Welcome Letter” means the welcome letter and associated documentation we provide to you when you subscribe to the AUSTAR TV Service.

“Work Order” means the form signed by you on or about the date of connection to the AUSTAR TV Service.

“we”, “us” and “our” means AUSTAR ENTERTAINMENT PTY LTD (ABN 93 068 104 530) as agent for CTV PTY LTD(ABN 71 064 416 128) and STV PTY LTD (92 065 312 450).

“you” and “your” means you, the AUSTAR subscriber.

AUSTAR ENTERTAINMENT PTY LTDABN 93 068 104 530

TV CARE INFORMATION

In some cases, still images that are displayed on your television screen for an extended period of time may cause a permanent residual image (screenburn) to be left on the television screen. You should take care not to leave still images such as those noted below displayed for extended periods:

 - Channel Logos and certain Channel formats;

 - images displayed in a 4:3, 14:9 and 16:9 mode that are different to your television set-up;

 - on-screen information (for example tickers on news channels) that are part of programs;

 - AUSTAR Digital Guide;

 - games and Interactive Services (including any on-screen icons); and audio channels.

Plasma, Rear Projection and LCD televisions are at a higher risk of screenburn. Always consult your television manufacturer's manual for proper operating instructions.