TERMS AND CONDITIONS OF MEMBERSHIP

Parties

EXPRESS TRAVEL GROUP PTY LTD (ACN 137 526 599)
179 Normanby Road, Southbank VIC 3006

(ETG)

The Travel Agency Member

(Travel Agent)

Background

A. The Travel Agent wishes to access the ticketing system known as Express Tickets
online and other ETG membership benefits, as outlined in our Member Benefits documentation.

B. ETG provides:

a) Full access to the ETG member portals (Member Portals), www.etg.travel
b) Membership benefits

C. These terms, and together with any of the Member Portals terms and conditions, sets
out terms on which ETG will provide members access to the Member Portals.

Definitions

1. 1. Breach Notice means a notice served with respect to a purported breach of
      these terms and which sets out the nature of the breach, how the breach can be remedied and a reasonable
      time for remedying the breach (which need not be more than 30 days);
   2. Member Platform/Portals means an internal online system allowing the
      Travel Agent access to information in relation to the Company Network.
   3. Preferred suppliers means a list of Travel Industry Partners, including
      but not limited to; Tour Operators, Cruise lines, Car Hire Company, Travel Insurance Providers, Hotels.

General terms and conditions

1. 1. Execution: These terms comes into force upon payment of fees by the Travel
      Agent and is subject to the Travel Agent undertaking at least one transaction every week through the
      ticketing system contained within the Member Portal known as Express Tickets online.
   2. BSP Commissions: The Travel Agent acknowledges that BSP commissions (being
      commissions provided at source) are controlled by the airlines.
   3. A Member of Express Travel Group according to Preferred Partners: As an
      ETG member, your agency will be included in the ETG membership listing, which is provided to all
      preferred partners for the full duration of your membership from 1 July 2026 to 30 June 2027. This
      listing remains in place throughout the membership period and will only be updated once the membership
      term has ended.
   4. Changes:
      a) Ticketing fees can be reviewed and amended from time to time by ETG amending the fees as
      specified in the relevant Members Portal at any time during the period of these terms.
      b) ETG
      may make changes to these terms at any time by giving written notice to the Travel Agent.
   5. Confidential information: Fares published in the Member Portals,
      commission rates and arrangements, the source code for the Member Portals, all identification and log-in
      information required by the Travel Agent to access the Member Portals, information that ETG states is
      confidential and all other information provided to the Travel Agent in connection (directly or
      indirectly) with these terms is confidential (Confidential Information). The Travel
      Agent must keep the Confidential Information confidential and not disclose it or allow it to be
      disclosed to a third party, except:
      a) with the prior written approval of ETG; or
      b) to officers, employees and consultants or
      advisers of the Travel Agent who have a need to know (and only to the extent that each has a need to
      know) for the purposes of these terms and are aware that the Confidential Information must be kept
      confidential,
      c) and must take or cause to be taken reasonable precautions necessary to
      maintain the secrecy and confidentiality of the Confidential Information.
   6. GST: All amounts payable under these terms for goods and services are
      exclusive of GST and GST must be paid in addition to the amounts payable under these terms by the
      recipient of goods and services to the supplier of goods and services in accordance with Australian tax
      law including A New Tax System (Goods and Services) Act 1999.
   7. Other services: ETG may provide the Travel Agent other services from time
      to time for which ETG may receive commissions from third parties (the terms of which are independent of
      these terms or any other agreement between ETG and the Travel Agent) or for which fees may be payable as
      agreed between the parties.
   8. Ticketing Fees and invoicing:
      a) The Travel Agent will pay ETG the ticketing fees set out on the Member Portal
      b) The Travel
      Agent is liable for all ticketing fees or administration fees resulting from use of the Member
      Portals under the Travel Agent’s identification or log-in information, whether authorised by the
      Travel Agent or not. All fees must be paid in accordance with requirements notified by ETG to the
      Travel Agent and as contained in any credit agreement entered into between ETG and the Travel Agent.
   9. Preferred suppliers: The Travel Agent acknowledges that it may purchase
      travel packages or products through ETG’s preferred suppliers, from time to time but ETG shall not:
      a) be party to such transactions; and
      b) have any responsibility regarding such arrangements.

Termination:

Cooling Off

The Travel Agent may terminate these terms within 7 days of agreeing to these terms by the provision of written
notice to the Company. If the Membership is terminated in accordance with this clause, the Company will refund to
the Travel Agent any payments made by the Travel Agent to the Company less the Company’s expenses including (without
limitation), administration expenses.

Breaches

Termination for Failure to Remedy
These terms may be terminated if a party is in breach of any
of the terms and conditions of the Membership and that party fails to remedy the breach in accordance with the
Breach Notice.

Costs for Breaches
(i) The Travel Agent agrees to pay for any Costs incurred by the Company for
any action the Company is required to take to defend, rectify, make good or otherwise remedy any breach of these
terms by the Travel Agent.

(ii) The Travel Agent acknowledges that the Company may deduct all of its Costs arising from any of the remedial
circumstances as specified.

Company’s right to suspend
(a) The Company will be entitled to immediately suspend the rights
granted to the Travel Agent under these terms pending rectification of a breach where the Travel Agent has been
served with the Breach Notice and the Company:

1. 1. in its opinion, the Travel Agent Membership is not being conducted in accordance with these terms;
   2. suspects that the Travel Agent Membership is being conducted in a fraudulent manner;
   3. that there is a risk to the goodwill of the Travel Agent Membership or the integrity of the image of the
      System; or
   4. that the Travel Agent is likely to continue to breach these terms during the period allowed for
      rectification.

Immediate Termination by the Company
Notwithstanding the above, the Company may terminate the
Membership immediately upon delivery of written notice of termination to the Travel Agent if the Travel Agent
commits, permits or suffers any of the following acts, events or omissions:

1. no longer holds a licence that the Travel Agent must hold to carry on the Travel Agent Membership;
2. becomes bankrupt, insolvent under administration or an externally administered body corporate;
3. in the case of a Travel Agent that is a company—become deregistered by the Australian Securities and Investments
   Commission;
4. voluntarily abandons the Travel Agent Membership;
5. is convicted of a serious offence;
6. operates the Travel Agent Membership in a way that endangers public health or safety hazard;
7. behaves in a manner that is offensive, discriminatory or abusive to any person or group of people, particularly
   that which is based on their race, colour, nationality, ethnic origin or sexual orientation.
8. is fraudulent in connection with the operation of the Travel Agent Membership; or
9. agrees to terminate the Membership.

Should the Travel Agent cancel or not renew the Membership, this may result in the non-payment of some supplier
payments. The issue being one of cause and effect. The removal of any Travel Agent Supplier volume has a direct
effect on ETG receiving contracted supplier volume payments, including those based on 12 month contracted periods.

Events of Default

(a) In addition to any other rights in these terms, the Company may terminate the
Membership if the Travel Agent fails to remedy an Events of Default.

(b) An Event of Default occurs if:

1. the Travel Agent cannot pay its debts as and when they fall due; or
2. The Travel Agent or a Director of the Travel Agent dies or becomes permanently incapacitated, becomes bankrupt
   or insolvent under external administration, is convicted of a serious offence or is in the reasonable opinion of
   the Company no longer financially capable of providing an adequate guarantee of the Travel Agent’s obligations
   and that Travel Agent or Director of a Travel Agent is not replaced by a substitute reasonably acceptable to the
   Company within 30 days of the Company determining the unsuitability of the Travel Agent or a Director of a
   Travel Agent; or
3. the Travel Agent fails to provide Statements of Solvency, or if the Statements of Solvency provided fail to
   establish, in the opinion of the Company and its professional advisers, that the Travel Agent is solvent (as
   that term is defined in section 95A of the Corporations Act) the Travel Agent has served on it or suffers
   service of any execution, levy, or distress against the assets of the Travel Agent Membership; or
4. the Travel Agent permits to occur or suffers a substantial change in the management, or any change in the
   ownership or control of the Travel Agent which is not first disclosed to and approved in writing by the Company;
   or
5. the Company receives serious, continual or a significant number of genuine complaints from customers relating to
   the operation of the Travel Agent Membership by the Travel Agent or its staff and fails to comply with any
   requirements of the Company to implement procedures and conduct to prevent complaints continuing; or
6. the Travel Agent breaches the payment terms in respect of any Nominated Supplier (including the Company or its
   nominee); or
7. the Travel Agent breaches the reporting obligation timeframes in respect of any key data including financials
   requested by the Company; or
8. the Travel Agent is in breach of any Related Agreement.

Upon termination

Cessation of Rights and Related Matters
On termination or expiration of these terms:

1. the Travel Agent must immediately cease to exercise, directly or indirectly, all of the rights granted under
   these terms;
2. the Company may contact any suppliers with which the Travel Agent has dealt and inform them of the termination;
3. the Travel Agent must pay all outstanding amounts due to the Company and/or its Related Entities or any
   suppliers within 7 days of the termination;
4. the Travel Agent must immediately and permanently cease to use all of the Confidential Material and any
   Intellectual Property;
5. If agent terminates this contract before its 12 month duration, the agent still accepts responsibility for and
   will pay for, any errors and ADMs up to 12 months from the termination date which must be advised to ETG in
   writing. Should any outstanding amounts not be settled within the billing period of our credit terms this amount
   will be deducted from the Agents bond, if applicable.

Acknowledgements

Upon termination or expiration of the Travel Agent Membership the Travel Agent acknowledges that:

1. it is not entitled to any payment or compensation for any goodwill with respect to the Travel Agent Membership;
   and
2. the Company retains all its rights in relation to any breaches by the Travel Agent of the terms.

Membership fees

• Are inclusive of 12 months access to all benefits, as listed in the Member Benefits doc.
• The membership year for all members for 2026/27 is for the period 1 July 2026 to 30 June 2027.
• All fees are for 12 months. If you join throughout the year, your fee will be prorated to the membership year.

Termination fees

Force majeure

If the performance of these terms or any obligation hereunder is prevented, restricted or interfered with by reason
of failure of supply, fire, explosion, breakdown, strike, labour dispute, accident, lack of transportation,
epidemic, pandemic, cyclone, flood, earthquake, drought or lack of raw materials, power or supplies, war,
revolution, civil commotion, acts of God, blockade or embargo or any law, order, proclamation, decree or requirement
of any government or any authority or representative thereof or any other acts whatsoever beyond the reasonable
control of the parties hereto, then:

1. the party so affected, upon giving prompt notice to the other party, will be excused from such performance to
   the extent of such prevention, restriction or interference; and

the other party will likewise be excused from performance of its obligations to the extent such obligations relate to
the performance so prevented, restricted or interfered with provided that the party so affected must use its best
efforts to avoid and to remove such causes of non-performance. The parties will resume performance of their
respective obligations as soon as is practicably possible when such causes are removed.