Compass Phone Cards Returns Policy
Compass will replace or recharge Compass Phone Cards proven to be faulty provided that the customer reports such fault to Compass Customer Care by telephone (0800 640 840) stating the customer's full name, address and contact details, together with card number and sequence number.

Compass phone cards suspected to be faulty must be returned to Compass Phone Cards, PO Box 2533, Shortland Street, Auckland within 10 working days of the fault being reported to Compass whereupon receipt thereof Compass at its discretion may elect to replace or recharge the card. In no event will cash refunds be made.

Compass Promotional Phone Cards
Compass Phone Cards provide a range of promotional cards for customers and retailers. These cards have a sticker on the front explaining that each card is loaded with UP to 30 minutes free talk time. The 30 minutes of free talk time is calculated at the lowest rate, including any additonal charges connected to the card. It is calculated on local access methods.

Compass Communications Standard Terms and Conditions
As at 02 December 2005

INTRODUCTION

These standard terms relate to the provision of telecommunications services ("the Services") to you ("the Customer") by COMPASS COMMUNICATIONS LIMITED ("Compass") whether as principal or agent. First use of the Services shall constitute acceptance and completion of this Agreement ("Agreement").

1.RESPONSIBILITIES OF COMPASS

1.1 Compass will provide the Services with reasonable care and skill. It will use all reasonable efforts to ensure that the Services are reliable at all times.

1.2 Compass reserves the right at its absolute discretion to make use of any third party to supply any Services.

1.3 No agent or representative is authorised to make any representations, statements, conditions or agreements not expressed by us in writing, nor are we in any way bound by any such unauthorised statements.

1.4 Where any Service has a fault or outage Compass will use reasonable endeavours to remedy the fault or outage within any time specified in the applicable Service Schedule. However, where remedial work or action is required as a result of any act or omission of the Customer, Compass may charge the Customer at its standard rates for the cost of remedying the fault or outage.

1.5 Compass may from time to time due to operational or other reasons restrict or suspend a Service. In those circumstances, Compass will use best endeavours to give the Customer as much notice as reasonably possible and will use reasonable endeavours to ensure that suspensions or restrictions take place outside of normal business hours.

2.USE OF INFORMATION AND CONFIDENTIALITY

2.1 The Customer also acknowledges that all intellectual property rights in the Service(s) and any improvements or changes made by Compass to any Service(s) belong to Compass.

2.2 You authorise us to collect, retain and use any information about you and/or the property which is the subject of the Services for the purposes of performing its Services in terms of this Agreement. Compass may also use the information we collect about you for the purposes of checking your creditworthiness and to compile a mailing list to introduce new services to you.

2.3 Where you are a natural person the authority under clause 2.2 is an authority or consent for the purposes of the Privacy Act 1993.

2.4 Compass may refer to the Customer as a user of the Services but otherwise all terms and conditions of this Agreement shall be kept confidential both by the Customer and by Compass.

2.5 You are entirely responsible if you do not maintain the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change your password at any time by following the online instructions.

3.PRICE

3.1 Compass' charges and the basis of those charges for the Services are set out in the Service Schedule(s) and Rate Sheets and are subject to amendment in accordance with the Service Schedules and Rate Sheets. Unless specifically stated to the contrary, Compass' charges are GST exclusive and the Customer must pay any GST payable on the charges invoiced.

3.2 Compass will send to the Customer an invoice for all Services provided to the Customer and which have been recorded by Compass as being chargeable to the Customer. Invoices and supporting documentation may be sent in paper or electronic form.

3.3 Total call cost rounded to the nearest cent.

4.PAYMENT

4.1 Payment for Services shall be made in full without deduction, set off or withholding whatsoever on or before the Due Date as specified on the invoice.

4.2 Interest may be charged on any amount owing after the Due Date at the rate of 1.5% per month or part month. Interest will accrue from the Due Date to date of actual payment.

4.3 If the Customer fails to make payment to Compass for any Service(s) by the Due Date, Compass reserves the right to suspend provision of that and any other Service(s).

4.4 Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in this Agreement shall be paid by the Customer, including any reasonable solicitor's fees or debt collection agency fees. In addition, Compass may require a deposit from the Customer as a condition of lifting any suspension imposed under this clause.

5.EQUIPMENT AND SOFTWARE

5.1 To provide Services to the Customer, it may be necessary for Compass to install and maintain Equipment ('Equipment') and / or Software ('Software') on the Customer's premises. Except as otherwise agreed in writing, Compass will retain ownership of all Equipment and / or Software installed or located on the Customer's premises and may remove the Equipment and / or Software upon termination of this Agreement or earlier if the Equipment is no longer required for the provision of Services.

5.2 Compass may have access to the Customer's premises at all reasonable times and on reasonable notice (subject to compliance with the Customer's reasonable security requirements and where applicable, health and safety requirements) to install, inspect, remove and maintain the Equipment and / or Software.

5.3 The Customer must not interfere with the Equipment in any way.

5.4 The Customer must:

a)Provide a suitable operating environment for the Equipment; and

b)Take reasonable precautions to protect the Equipment / Software from theft or other loss or damage; and

c)Follow Compass' reasonable directions when using the Equipment and / or Software; and

d)Ensure that all equipment in the Customer's premises which is connected to Compass' network but not provided by Compass is telepermitted; and

e)Take reasonable precautions to protect the Equipment and / or Software from electromagnetic interference, electrical interference or power fluctuations; and

f)Obtain and maintain insurance to a value determined by Compass with a reputable insurance company against loss or damage to any Equipment / Software while under the Customer's control or on the Customer's premises.

5.5 Compass is authorised to disconnect any equipment that may be connected by other telecommunications service providers and reconfigure existing equipment to enable the Services to be provided.

6.TELEPHONE NUMBERS

6.1 Compass may allocate telephone numbers to the Customer to enable the Customer to use the Services. Allocation of telephone numbers does not confer any ownership rights in those numbers and the Customer may not transfer those numbers to anyone else.

6.2 If it is necessary to do so for operational or other reasons, Compass reserves the right to change any telephone number allocated to the Customer. In such an event, Compa ss will use best endeavours to give the Customer as much notice as is reasonably possible of its intention to do so.

7.LIABILITY

7.1 Where any Service is acquired for business purposes, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of that service.

7.2 No claim for damage, loss or injury direct or indirect against Compass in respect of any Service(s) supplied by Compass shall in any case exceed either the resupply or the cost of re-supply of the Service(s) giving rise to the claim against Compass and Compass reserves the right to elect either option at its complete discretion. In respect of goods supplied by Compass, Compass' liability shall be limited to the replacement of the goods only. In any case and in respect of which such damage that shall arise and to the fullest extent permitted by law Compass will exclude any liability for:

a)Any loss, damage or injury of any kind whatsoever whether suffered or incurred by the Customer or another person whether such loss or damage arises directly or indirectly from services provided by Compass to the Customer and without limiting the generality of the foregoing of this clause Compass shall not be liable for any consequential loss or damage of any kind whether direct or indirect including without limitation any financial loss; and

b)Any claim in contract, or in tort, or otherwise for any loss, damage, or injury beyond the cost of re-supply of the Service(s) provided by Compass to the Customer.

c)All liability of any kind (including but not limited to negligence) on the part of any third party network operator, its officers, employees, contractors, and agents however arising in the provision of services by such network operator to Compass. This exclusion is included by Compass as the agent of such persons for their benefit and may be enforced by them as a complete defence to any claim.

7.3 The Customer shall indemnify us 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) and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of us or otherwise, brought by any person in connection with any matter, act, omission, or error by us our agents or employees in connection with the services.

8.RESPONSIBILITIES OF CUSTOMER

8.1 In addition to any other clauses in this Agreement imposing responsibilities or obligations upon the Customer, the Customer shall not:

a)Use or permit the Service(s) to be used in any way which is;

b)illegal, in any way abusive or which constitutes harassment or which causes harm or damage of any sort or contravenes the 'Acceptable Use Policy' of that Service; or

c)could damage Compass' network or that of any other operator.

8.2 The Customer shall:

a)Pay to Compass all charges that are invoiced by Compass to the Customer on or before the Payment Date.

b)Ensure that all information about the Customer is accurate and up to date.

c)Use the Service(s) for the purpose(s) for which they are provided and in accordance with Compass' instructions.

d)Accept liability for and indemnify Compass against any costs, expenses or damages incurred by Compass as a result of the Customer failing to comply with the terms of this clause.

e)Accept responsibility and liability for any use of Services by the Customer, its agents, employees or assignees as well as any third party whether authorised by the Customer or not on the Customer's premises or over whom the Customer otherwise has control and the Customer shall indemnify Compass from any loss, damage, liability or expenses incurred by any other person arising from the use or attempted use of the Service(s) by the Customer its agents, employees or assigns as well as any third party whether authorised by the Customer or not on the Customer's premises or over whom the Customer otherwise has control.

8.3 The Customer agrees to accept these Terms and Conditions from the date this Agreement is entered and first use of service shall constitute acceptance and until this Agreement is terminated in accordance with the provisions of clause 12 herein.

9.DISPUTED ACCOUNTS

9.1 If the Customer wishes to dispute any item appearing on an invoice rendered by Compass, the Customer must write to Compass' Customer Services and seek resolution of the disputed amount by the Due Date. The Customer must pay any undisputed amount by the Due Date. If, having reviewed the invoice, Compass agrees that there is a mistake, the mistake will be corrected as soon as reasonably possible. If Compass finds on review of the invoice that there is no mistake, the Customer must pay the outstanding sum immediately on being notified of Compass' finding, or on or by the Due Date, whichever is the later.

10.JURISDICTION

10.1 The law of New Zealand shall apply to this Agreement.

10.2 Any dispute arising from this agreement shall be heard in New Zealand

11.ENTIRE AGREEMENT, VARIATION AND NON-WAIVER

11.1 This Agreement contains all of the terms, representations and warranties made between Compass and the Customer and supersedes all prior discussions and agreements covering the subject matter of this Agreement.

11.2 No variation or waiver of any provision of this Agreement shall be recognised or binding on Compass unless it is in writing and signed by an authorised representative of Compass.

11.3 Failure by Compass to enforce any of the terms and conditions contained in this Agreement shall not be deemed to be a waiver of any of the rights or obligations Compass has under this Agreement.

11.4 If any provision of this Agreement shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

12.CANCELLATION
12.1 Either Compass or the Customer may cancel this Agreement at any time upon giving seven days written notice of its intention to do so. If any Compass service has a minimum term, the customer shall be liable to pay the monthly charges, as specified for that service, for the full term of the contract.

12.2 Compass reserves the right to terminate this Agreement immediately if any of the following occurs:

12.3 The Customer commits any material breach of this Agreement which is incapable of being rectified or which is not rectified within thirty (30) days of written notice being given to the Customer by Compass;

12.4 The Customer commits three or more material breaches of this Agreement where notice has been given as stipulated in clause (a) above in any twelve (12) month period;

12.5 The Customer becomes insolvent or has a receiver or manager of any asset of the Customer being appointed or an order or resolution passed for the liquidation of the Customer.

12.6 Termination of the Agreement by Compass in this way shall not affect the rights or obligations of the parties in relation to any Services provided up to the date of termination.

12.7 Any cancellation or suspension under this clause shall not affect Compass' claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this Agreement or your obligations to this Agreement.

13.WARRANTIES
13.1 No representation, condition, warranty or promise expressed or implied by law or otherwise applies to services except where expressly stated in this Agreement.

13.2 Compass will pass on to the Customer the benefit of any warranty given by its suppliers or a third party such as the manufacturer where the goods are manufactured or supplied by a third party other than Compass.

14.FORCE MAJEURE
14.1 Neither party is liable to the other for failing to meet its obligations under this Agreement except as specified in clause 14.2 to the extent that the failure was caused by an Act of God or other circumstance beyond its reasonable control. However, where a party has been unable to perform its obligations for a period of sixty (60) days or more, the other party may give notice in writing to the first party.

14.2 Nothing in clause 14.1 shall excuse the Customer from any obligation to make payment of sums owing to Compass when those sums are due and owing to Compass under this Agreement.

15.ASSIGNMENT
15.1 The Customer shall not assign all or any of its rights or obligations under this Agreement without the written consent of Compass.
15.2 Compass reserves the right to assign its rights under this Agreement without the written consent of the Customer.

16.NOTICES
16.1 Any notice given pursuant to this Agreement will be deemed to be validly given if personally delivered, posted or forwarded by facsimile to the address of the party to be notified, or forwarded to the Customer's last known e-mail address.

16.2 Any notice given to this Agreement will be deemed to be validly given; a)In the case of delivery, when received;
b)In the case of facsimile transmission, when sent provided the sender has a facsimile confirmation receipt recording successful transmission;
c)In the case of posting, on the second working day following day of posting.
d)In the case of email, on receipt of delivery confirmation.

16.3 Any notice personally delivered or sent by facsimile either after 5.00pm on a working day or any day that is not a working day will be deemed to have been received on the next working day.

17.RISK
17.1 Neither Compass or any of its employees or agents warrant nor guarantee the accuracy or completeness of any information provided to the Customer. The Customer undertakes that all matters relevant to this supply of services are to their own satisfaction and in doing so they acknowledge that they have relied on their own skill, inspection and judgement.

17.2 The Customer acknowledges that in deciding to purchase the services hereunder they have not relied on any statement made by Compass or on behalf of Compass and in doing so they assume the risk of mistake in relation to the information provided herein.

18.ENTIRE CONTRACT
18.1 These terms and conditions constitute the entire contract in relation to the sale of services and no modification or waiver thereof shall be valid unless expressly made in writing and signed by an authorised officer of Compass and the Customer.