CRITICAL INFORMATION SUMMARY CLICK HERE
PART A:
THE GRANTING OF A LICENCE TO A VOXCOM NUMBER UNDER THIS AGREEMENT IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS OF THE AGREEMENT SET OUT BELOW (“AGREEMENT”). PLEASE READ THE AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.
Words not defined in these terms and conditions have the same meaning as in the Telecommunications Act 1997.
1 Our Agreement with You
1.1 As a customer of Voxcom these terms and conditions form the basis of our agreement with You and You unreservedly warrant and agree to be bound by these terms and conditions.
1.2 Our agreement with you also includes:
(a) to supply you with Licensed Telephone Number in accordance with these terms and conditions.
(b) Your application or order form, which you complete and provide to Us. We may accept and rely on facsimile copy or PDF copy or image copy of the application or order form as if it was an original. You will be bound by a facsimile or PDF copy or image copy of the application or order form as if it was an original.
1.3 Our agreement with you also includes Our currently applicable price list or rates as agreed in writing. The price list may change with without notice as published at “Our Website” www.voxcom.com.au.
1.4 Your instructions to us are to be in writing by email, facsimile or by post. No verbal instructions to us will be enforceable by You or acted upon by Us.
2 Definitions
“We”, “Us” and “Our” means Spirit Telecom trading as Voxcom, (hereinafter referred to as Voxcom) ABN 9911 232 0804.
“You” and “Your” means the person or entity that requested Us to supply Licensed Telephone Number under this agreement.
“CPI” means the consumer price index (all groups, Victoria) published by the Australia Bureau of Statistics.
“Voxcom Number” means any combination of alphanumeric characters that may be composed from the Licensed Telephone Number using a telephone keypad. This includes the Licensed Telephone Number itself.
“Insolvent” means anything that reasonably indicates that there is a significant risk that You are or will become unable to pay Your debts as they fall due. This includes any of the following:
(a) A meeting of the Your creditors being called or held.
(b) A step being taken to wind You up.
(c) A step being taken to have a receiver, receiver and manager, administrator, liquidator or provisional liquidator appointed to You or any of its assets or such an appointment taking place.
(d) You entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors.
(e) You ceases or threatens to cease to carry on Your business.
“Intellectual Property Rights” means all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications
and rights to apply for any of the same.
“Licensed Telephone Number” means the telephone number or telephone numbers for which You requested a licence in the application form.
“Loss” means any loss, damage, cost, liability or expense. It includes legal expenses on a full indemnity basis.
“Related Party” means any party nominated by Us.
“Services” means the services that You arrange with Your nominated Telecommunications Provider.
“Start Date” means the date on which We notify You in writing that We have granted the Licence to You.
“Telephony Service” means services provided by Your nominated Telecommunications Provider (including a provider of Third Party Telecommunications Service).
“Term” means the period from the Start Date until You notify Us that You wish to cancel this Agreement (in writing using a ‘Cancellation Form’ as required by this agreement) this Agreement is terminated or ends in accordance with its terms.
3 Licence to use specified telephone number
3.1 Application for number
We do not warrant that We will be able to secure the right to licence the specified number (“Licensing Rights”). We are not liable for any loss or damage that You may suffer if We are unable to secure the Licensing Rights. You agree that until We notify You in writing that We have secured the Licensing Rights, You will not:
(b) Publish or use the Voxcom Number in any way; or
(c) Incur any costs associated with Your anticipated use of the Licensed Telephone Number, such as listing the Licensed Telephone Number in any directory, the production of stationery or promotional material. It is a condition precedent to this agreement that We are
able to secure the Licensing Rights within 60 days of the date of this agreement. If We do not secure the Licensing Rights within that time We will refund in full any amount that You have paid Us in respect of the Licensing Rights.
3.2 Licence
We will grant You an exclusive, non-assignable licence to use the Licensed Telephone Number in Australia for the Term (“Licence”).
4 Charges and payment
4.1 You agree during the Term of this agreement:
(a) to be charged for each Licensed Telephone Number We provide to You monthly in advance, regardless of whether it is You who uses it or someone else, at our current prices from time to time as published by Us;
(b) that as Our charges are exclusive of any taxes, government charges and bank charges and You agree that We are to pass on to You the full amount of any such taxes, government charges or bank charges payable in
addition to Our Licensed Telephone Number charges; and
(c)to pay accounts for all of those charges (including taxes and bank fees) by the due date specified in the account invoice (“Due Date”) or upon demand to Your nominated bank account or credit card account. You must maintain a direct debit authority with Us at all times. You agree that the Licence granted to You in this agreement will be immediately suspended and all fees and charges will become immediately payable if You withdraw the direct debit authority. You authorise and request Us, to arrange for funds to be debited from my/our nominated account at
the financial institution in accordance with our payment terms and this agreement. You agree and acknowledge that Your financial institution may apply charges to You for receiving direct debits. If You elect to pay by credit card, specifically American Express, You agree to pay the
prevailing credit card transaction fee.
(f) If you have more than one account, You agree we can mesh all accounts and transfer outstanding fees and charges from any of Your accounts to any other of Your accounts.
(g) If Our Related Party is suppling you with Telephony Services, We may invoice You for payment for the Licence granted under this agreement using Our Related Party’s invoicing system. Payment of the invoice issued by Our Related Party (including the fees and charges payable under this agreement) will be deemed to be payment to Us under this agreement.
4.2 If You dispute in good faith an amount in the account invoice, You must notify Us in writing within fourteen days setting out reasons for the dispute and the amount in dispute. Notwithstanding any dispute as to any amount of any charge, You must pay the whole amount of each account by the Due Date. You will be in breach of this agreement if You fail to pay the whole amount of each invoice by the Due Date.
4.3 If You do not pay the account by the Due Date or upon demand to Your nominated bank account or credit card, then We may charge interest at the rate of 1.7% per month or part thereof on the outstanding amount of the invoice. We may suspend the Licence granted to You under this agreement pending full payment of the amounts outstanding if You have not made payment within 14 days of the Due Date. During the period of suspension You will not have any Licence or other rights to the Voxcom
Number and Licensed Telephone Number. Nothing in this clause affects our other rights to terminate this agreement in accordance with its terms. If you require the agreement to be reinstated after termination (which will be in Our absolute discretion), We may require You to pay
our then current fee for re-granting the Licence.
4.4 If You cancel the Licensed Telephone Number, you will pay in full:
(a) all of our account invoices and unbilled charges up until the time we cancel the Licensed Telephone Number and before we will renew the Licensed Telephone Number in question; and
(b) all other proper charges that We become aware of after the date of transfer that relate to the Licensed Telephone Number.
4.5 Where payment by direct debit or by credit card is dishonoured by Your financial institution, We have the right to charge a dishonour fee of twenty five dollars for the first dishonour and twenty five dollars thereafter to cover our credit management costs at $50/hr.
4.6 If You fail to pay for any services rendered by Us, We may apply a debt collection fee of 25% of the debt or fifty dollars whichever is the highest and will be made payable by You for debt collection administration costs. You will be liable for any solicitor and/or professional debt collection agency fees.
4.7 You warrant to test all services provided by Your nominated Telecommunications Provider prior to publishing each Licensed Telephone Number and Voxcom Number. Where a Licensed Telephone Number has been
cancelled and subsequently we have renewed Licensed Telephone Number, You warrant to test all such services provided by Your nominated Telecommunications Provider prior to publishing each Licensed Telephone
Number and Voxcom Number.
4.8 Five dollar fee applies on a ‘user pays’ system for each change to Your account details or services including but not limited to manual payment by direct deposit, cheque payment, file transfer etc.
4.9 On each annual anniversary of the Commencement Date during the Term, We may increase the monthly licence fee by CPI or 5% (whichever is the greater)
5 Telecommunications services
5.1 You may nominate a supplier other than our nominated supplier to supply You the telecommunications service (“Third Party Telecommunications Service”) required to utilise the Licensed Telephone Number. If You do this then:
5.2 Commonwealth government regulations require that a Licensed Telephone Number must not remain unconnected beyond a stipulated period of time. Therefore You must connect the Third Party Telecommunications Service within 2 months and keep it connected at all times unless We agree otherwise in writing. If You do not do this, We may connect a telecommunications service to the Licensed Telephone Number and charge You for it on a full indemnity basis.
5.3 You must advise us in writing of the details of the Third Party Telecommunications Service (including the wholesale account number) within 14 days of when You order that service from them.
5.4 You are free to change the Third Party Telecommunications Service as You wish. If You do this, You must advise us in writing of the details of the new Third Party Telecommunications Service within 14 days.
5.5 We are not liable for quality or service issues relating to the Third Party Telecommunications Service or failure of the Third Party Telecommunications Service to connect the service.
5.6 You are responsible for all charges associated with the use of the Third Party Telecommunications Service, including the cost of acquiring that service, all call charges and any fees, costs, penalties or other charges associated with the termination or cancellation of the Third Party Telecommunications Service.
6 Term and Termination
6.1 The Licence will commence on the Start Date and continue for the Term.
6.3 If Our Related Party is supplying a Telephony Service to You, those Telephony Services will be supplied in accordance with the terms of the separate agreement which governs that service. If any provision of this agreement is inconsistent with a provision of the an agreement governing the supply of a Telephony Service to You by a Our Related Party, this agreement will prevail.
6.4 After a continuous Term of 3 months of this agreement and providing You are not in breach of this agreement or any agreement pursuant to which You are being supplied Telephony Services by Our Related Party, You may notify Us that you wish to purchase the Licensed Telephone Number. The purchase price of the Licensed Telephone Number will be the prevailing monlthly fee (as published by Us at that time) multiplied by 2. We will provide You with an invoice for payment of the purchase price for the Licensed Telephone Number and, on receipt of payment, any documentation necessary to transfer the Licensed Telephone Number to You. At the time the ownership of the Licensed Telephone Number is transferred to you, this agreement will end. You agree and acknowledge that We may not be able to sell the Licensed Telephone Number to You if we no longer hold the rights of use in respect of the Licensed Telephone Number or if we are prevented from transferring the Licensed Telephone Number to You because of some law, regulation, policy or code or a directive of a government or regulatory agency. For this purpose of this clause, any break in the Term including a suspension of the Licence will interrupt the continuity of the Term for the purposes
of calculation of the period of 10 years. The recommencement of the Licence after a suspension of this agreement will restart the calculation of the number of years of the Term from zero.
6.5 We may terminate this agreement immediately by notice to You if:
(a) Subject to 6.4(b) and (c), You breach this agreement and, where capable of remedy, do not remedy that breach within 14 days of receiving notice from Us of that breach.
(b) You fail to pay an invoice within 30 days of the Due Date (despite any suspension of Licence under the terms of this agreement).
(c) You commit a breach of this agreement which can not be remedied.
(d) You become Insolvent.
(e) We are unable, in Our opinion, to continue to license the Licensed Telephone Number to You (on the terms of this agreement) as a result of a change in law, code or regulation or as a result of a direction of the Australian Communications and Media Authority.
(f) Our rights to license the Licensed Telephone Number cease.
6.6 You agree that You may not cancel this agreement unless You complete a ‘Cancellation Form’ and provide it to Us. The cancellation of this agreement will be effective one month after We receive the correctly completed ‘Cancellation Form’ from You.
6.7 In addition to any other obligations under this agreement, on termination, cancellation or ending of this agreement You must:
(a) Immediately cease using the Voxcom Number and Licensed Telephone Number.
(b) Cancel any registrations or applications for Intellectual Property Rights in relation to the Voxcom Number or Licensed Telephone Number in breach of this Agreement or assign them to Us at our direction and Your cost.
(c) Inform your customers that You are no longer contactable using the Voxcom Number or Licensed Telephone Number.
(d) Pay any outstanding fees or charges to Us owing up to the date of termination, ending or cancellation of this agreement.
(e) Immediately notify the provider of your Telephony Service to cancel the service provided to You in respect of the Voxcom Number and Licensed Telephone Number.
(f) Pay any fees, costs, penalties or other charges associated with the cancellation of the service described in clause 6.7(e).
7 Warranties
You warrant that:
(a) You will comply with all laws, codes and regulations in relation to the use of the Licensed Telephone Number; and
(b) Your use of the Licensed Telephone Number will not infringe the rights of any third party (including Intellectual Property Rights), mislead or deceive, be likely to mislead or deceive any third party).
(c) Any person accepting the terms and conditions of this agreement has the full power and authority to bind You in respect of this agreement.
8 Credit check
We are not an organisation as defined under PART II, 6C of the Privacy Act. However, prior to Our accepting Your application, You have provided to Us all information relevant to Our assessment of Your credit rating for COMMERCIAL CREDIT. We do not offer You CONSUMER CREDIT. You have consented to the following:
(a) Our obtaining from a credit reporting agency a credit report containing personal information about You;
(b) Our giving to and seeking from any credit provider named in a credit report or in Your application, information in relation to Your credit rating including without limitation any information about Your credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive from other credit providers under the Privacy Act 1988;
(c) Our making independent enquiries of third parties concerning Your financial standing and for this purpose You have authorised and permitted such third parties to supply such information regardless of any confidentiality or privilege which applies to the information sought; and
(d) Our providing any information We obtain about You to the relevant Telephony Service and to any credit reporting agency.
(e) where Your previous credit history indicates a credit risk or where any invoice has been dishonoured, We may require a security bond of good faith in an amount advised to you by Us. In the event your account is closed, this security bond of good faith will be credited to Your final invoice.
9 Limit on liability
9.1 We do not exclude or limit the application of any provision of any statute (including the Trade Practices Act 1974, the Privacy Act 1988 or the Telecommunications Act 1997) where to do so would contravene that statute or cause any part of this clause 6 to be void. However, if the Trade Practices Act 1974, or any other law implies a condition or warranty into this agreement, and that law avoids or prohibits provisions excluding the operation of such condition or warranty, then to the extent permitted by law, our liability for any breach of such condition or warranty is limited to, at our option:
(a) if the breach relates to goods, the repair or replacement of such goods, the supply of equivalent goods or the payment of the cost of repairing or replacing such goods or supplying equivalent goods;
(b) if the breach relates to services, the supply of the services again or the payment of the cost of having the services supplied again.
9.2 To the maximum extent permitted by law, We exclude all statutory liability, contractual or tortious liability (including but not limited to liability in negligence), conditions and warranties implied by custom, the general law or statute, liability for all direct, economic, consequential or indirect losses, expenses, damages and costs incurred by You, arising out of or relating to the Voxcom Number or Licensed Telephone Number, any failure to supply or delay in supplying the Voxcom Number or Licensed Telephone Number or out of or relating to this agreement. This includes but is not limited to, liability for gross negligence or economic damages, including, without limitation, loss of income, revenue or profit, loss of actual potential business opportunities or loss, corruption or destruction of data.
9.3 For the avoidance of doubt, We are not liable to You for:
(a) any delay in the connection or failure in the operation of the Voxcom Number or Licensed Telephone Number.
(b) any fault, error or unavailability of the Telephony Service or the provision of services or failure of the Third Party Telecommunications Service.
(c) any faults outside Our control.
(d) any loss or liability suffered by you as a result of your use or sub-licence of the Voxcom Number or Licensed Telephone Number.
(e) the issuing of the same Voxcom Number or Licensed Telephone Number as licensed to You under this agreement to another third party.
(f) the fees, costs, penalties or other charges of your Telephony Service including on termination or cancellation of that service pursuant to clause 6.7.
9.4 You acknowledge that any liability of any Telephony Service to You in relation to the Licensed Telephone Number is governed by the terms and conditions on which that Telephony Service from time to time supplies that service to its own retail customers.
9.5 You indemnify Us against:
(a) any claim against Us, or any Loss We may incur, connected with Your use of the Services. This also includes use by Your servants, agents, contractors, customers or anyone else.
(b) against any action that any person may take against Us in relation to Your use of the Services.
(c) Your use of the Voxcom Number or Licensed Telephone Number, including, Loss arising out of an allegation by a third party that your use of the Voxcom Number or Licensed Telephone Number infringes the Intellectual Property Rights or other rights of that third
party, including but not limited to Your use of the Voxcom Number or Licensed Telephone Number being misleading or deceptive of being likely to mislead or deceive.
(d) Your breach of this agreement including any breach of warranty given by you.
(e) Any action brought against Us with respect to this agreement and the licence granted to You under this agreement.
9.6 It is Your responsibility to determine whether the Services are suitable for Your intended purpose. We make no warranties or representations in relation to this.
9.7 You agree and acknowledge that we are not a Carrier as defined in the Telecommunications Act 1997.
10 Intellectual property and other rights
10.1 Your use and marketing of the Voxcom Number or Licensed Telephone Number must not infringe the rights (including Intellectual Property Rights) of any third party.
10.2 We do not warrant or make any representation that the Voxcom Number or Licensed Telephone Number will not infringe the Intellectual Property Rights or any other rights of any third parties.
10.3 You must not:
(a) use the Voxcom Number or Licensed Telephone Number as a trade mark;
(b) assert any ownership rights in relation to the Voxcom Number or the Licensed Telephone Number licensed to You under this agreement.
(c) apply to register any Intellectual Property Rights (including trade marks, business names, company names or domain names) which incorporate the Voxcom Number or Licensed Telephone Number or any name or brand which is similar to the Voxcom Number or Licensed Telephone Number without Our prior express written consent;
(d) directly or indirectly challenge Our rights or the rights of any future licensees or sub-licensees in relation to the:
(i) use of; or
(ii) registration of any Intellectual Property Rights, in relation to the Voxcom Number or Licensed Telephone Number.
(e) use the Voxcom Number or Licensed Telephone Number in a way which misleads or deceives or is likely to mislead or deceive any third party.
(f) take any action against any third party using a number which the same or substantially similar to the Voxcom Number or Licensed Telephone Number.
(g) after the end of the Term, use the Voxcom Number or the Licensed Telephone Number as part of any Intellectual Property Rights or in any way in association with your business.
(h) use the Voxcom Number or the Licensed Telephone Number in any form other than as specifically licensed to you in this agreement.
10.4 You acknowledge and agree that:
(a) nothing in this agreement confers any Intellectual Property Rights or other proprietary right in relation to the Voxcom Number or the Licensed Telephone Number. You do not have any legal, beneficial or other ownership right over the Voxcom Number or the Licensed Telephone Number.
(b) despite any term of this agreement, We retain all rights in relation to the Voxcom Number or the Licensed Telephone Number.
(c) third parties may have Intellectual Property Rights that are similar or identical to the Voxcom Number or the Licensed Telephone Number. We are not required to give You notice of this.
(d) Other provider may have previously provide or may currently be providing Voxcom Numbers or Licensed Telephone Numbers to third parties which are the similar to the Voxcom Number or the Licensed Telephone Number licensed to You under this agreement. We are not required to give You notice of this, even if We are aware. We bear no responsibility in relation to the use by third parties of Voxcom Numbers or Licensed Telephone Numbers which are similar to the Voxcom Number or the Licensed Telephone Number licensed to You under this agreement.
(e) We may, after the end of the Term, licence the Voxcom Number or Licensed Telephone Number to a third party.
(f) If a third party claims that Your use of the Voxcom Number or the Licensed Telephone Number infringes their rights, or contravenes any applicable laws, regulations or industry codes, it is Your responsibility to seek legal advice and to resolve the matter with the third party at Your cost.
(g) Your use of the Voxcom Number or the Licensed Telephone Number is at your risk absolutely.
10.5 This clause 9 survives the expiry or termination of this agreement.
11 Information
11.1 Without limiting any other clause of this agreement, You agree to provide us with any information We request in connection with our providing the Voxcom Number or Licensed Telephone Number to You under this agreement.
11.2 You authorise and consent to the following:
(a) our exchanging with Your Telephony Service all information about you and the Services provided to you in our possession or control including, but not limited to, Your name, billing address, street address, relevant telephone numbers, any information obtained by Us for the purpose of Your application and this agreement;
(b)Your Telephony Service exchanging with Us any information in the Telephony Service’s possession or under its control in relation to the Services including, without limitation, all Your records and, in particular, exchange line details, account information, call charge
records and call event records; and
(c) Ours and the Telephony Service’s use of the information referred to in paragraphs (b) and (c) of this clause.
12 Confidentiality
We and You agree to keep confidential all information (but not including information that is publicly available other than as a result of a breach of this agreement) supplied to each other under this agreement other than a disclosure:
12.1 that is specifically described in the terms of this
agreement;
12.2 that is required by law or any stock exchange;
12.3 to any legal and other advisors, employees or officers; or
12.4 to any party that needs to know the information in order to exercise its rights or perform its obligations under this agreement.
13 Assignment
Your rights under this agreement are personal. You must not assign or attempt to assign any right or obligation under this agreement without our prior written consent. We may assign all or any of Our rights and obligations under this agreement and any rights of use in relation to the Voxcom Number or Licensed Telephone Number in our
absolute discretion at any time by notifying you in writing.
14 Sub-licence
14.1 You may sub-licence the use of the Voxcom Number or Licensed Telephone Number, provided that You have obtained Our prior written consent. We will not withhold that consent unreasonably.
14.2 If You sub-licence the use of the Voxcom Number or Licensed Telephone Number:
(a)You must ensure that the sub-licence is fully consistent with the terms of this agreement and provide Us with a copy of the sub licence agreement upon request.
(b)You must ensure that the sub-licence terminates automatically upon termination of this agreement.
(c)You must fully indemnify us against any Loss resulting from Your sub-licensing of the Voxcom Number or Licensed Telephone Number.
15 “force majeure”
15.1 We are not liable for failure to perform, or delay in performing, an obligation under this agreement in the event of a For Majeure. “Force Majeure” means any circumstance beyond Our control whereby We are unable to perform an obligation under this agreement with You either at all or at any time or from time to time including:
(a) Service network failure caused by, but not limited to, any third party action that results in the Telephony Service or service network ceasing to continuously function;
(b) Any act of God or act of nature;
(c) Any interruption, suspension or cancellation of any or all telecommunications or Telephony Service’s services;
(d) Any act, omission or negligence by a third party or service provider which affects the provision of any service;
(e) Any requirement, restriction, delay, consent, licensing, approval or any other matter of a Federal, State or Local governmental authority or any regulation, law, restriction, action or otherwise of any Federal, State or Local governmental agency.
16 Power of attorney
16.1 You irrevocably appoint Us as Your attorney to do any of the following:
(a) Anything We consider necessary or desirable to enable Us to exercise any right or to obtain any benefit it is entitled to, under this agreement.
(b) Directing the return of the Voxcom Number or Licensed Telephone Number from a Third Party Telecommunications Service if You are in breach of this agreement.
16.2 We will have the power to appoint substitutes or to delegate Our power under this clause as We see fit.
16.3 We are not liable to You for anything We lawfully do or fail to do under this power of attorney.
17 Miscellaneous
17.1 Any notice, demand, consent or other communication required to be given to either party must be delivered to the email address of the other as last notified or failing that, personally or sent by prepaid mail or by facsimile to the address of the other as last notified.
17.2 Clauses 4.4, 4.5, 4.6, 5.5, 5.6, 6.7, 8, 9, 10, 11, 12, 16, 17 and 18 shall survive the expiration or termination of this agreement.
17.3 This agreement shall be governed by and construed in accordance with the laws of Victoria and the parties hereby submit to the non-exclusive jurisdiction of the courts of the State of Victoria.
17.4 This agreement contains Yours and Our entire understanding to the exclusion of any and all prior or collateral agreement or understanding relating to the Voxcom Number or the Licensed Telephone Number, whether oral or written.
17.5 If any part of this agreement is found to be invalid or of no force or effect, this agreement shall be construed as though such part had not been inserted and the remainder of this agreement shall retain its full force and effect.
17.6 You agree You are not entitled to any goodwill connected with the Voxcom Number.
17.7 All prices quoted are exclusive of GST.
17.8 Each indemnity in this agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives the termination or expiry of the agreement. It is not necessary for a party to incur an expense or make a payment before enforcing a right of indemnity under this agreement.
17.9 Each party must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another party from time to time may reasonably request in order to give effect to, perfect or complete this agreement and all transactions incidental to it.
17.10 Except as expressly provided in this agreement, no party is an agent, representative, trustee, employee or partner of any other party by virtue of this agreement and no party may represent itself as such in any circumstances.
17.11 Except as expressly provided in this agreement, no party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party.
17.12 Each provision of this agreement is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this agreement in the relevant jurisdiction, but the rest of this agreement will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.
17.13 We are not responsible or liable for any delay or failure to perform Our obligations under this agreement where such delay or failure is caused (directly or indirectly) by an act, omission, fact, matter or circumstance beyond Our control.
17.14 We may subcontract our rights under this agreement without Your consent or approval.
17.15 We may vary the terms of this agreement by written notice to You.
17.16 The person entering into this agreement on Your behalf warrants that they are authorized to bind You to this agreement
18 Guarantee
18.1 The Guarantor unconditionally and irrevocably guarantees the punctual performance of all of Your obligations under this agreement. The Guarantor must immediately upon demand pay Us an amount not paid when due by You under this agreement.
18.2 The Guarantor unconditionally and irrevocably indemnifies Us against all losses, damages, costs, charges, liabilities and expenses which We may at any time suffer or incur because You fail to perform an obligation under this agreement.
18.3 The obligations and liabilities of the Guarantor and Your rights under this agreement continue and are not affected by:
(a) Us granting time or indulgence to You or another person.
(b) Us compounding or compromising with or wholly or partially releasing You or another person.
(c) Laches, acquiescence, delay, acts, omissions or mistakes Us.
(d) Us taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for Your obligations under this agreement.
(e) A person who is intended to assume liability as a guarantor under this agreement not doing so effectively or being discharged.
(f) A novation, assignment, termination or variation of this agreement.
(g) Anything else which might have a similar effect at law or in equity to any of those actions or events.

PART B:
Spirit Telecom trading as Voxcom ABN 9911 232 0804 will supply you with telecommunications services (“Services”) other than that defined under “Part 6.127 of the Telecommunications (Consumer Protection and Services Standards) ACT 1999 on the terms and conditions set out below. Words not defined in these terms and conditions have the same meaning as in the Telecommunications Act 1997.
1. OUR AGREEMENT WITH YOU
1.1 As a customer of Voxcom these terms and conditions form the basis of our agreement with you and you unreservedly warrant to be bound by these terms and conditions.
1.2 Our agreement with you also includes:
(a) to supply you with telecommunications services (“Services”) by us in accordance with the terms contained herein.
(b) Your application or order form, which you complete and provide to us. We may accept and rely on facsimile copy or PDF copy or image copy of the application or order form as if it was an original. You will be bound by a facsimile or PDF copy or image copy of the application or order form as if it was an original.
1.3 Our agreement with you also includes our currently applicable price list or rates as agreed in writing. The price list may change without notice as published at www.voxcom.com.au.
1.4 Your instructions to us are to be in writing by email. No verbal instructions to us will be enforcable by you or acted upon by us.
2. SERVICE DESCRIPTION
2.1 Services will be supplied to you through the carriers or networks (“Carriers”) that we nominate from time to time. You agree that we:
(a) may change Carriers without reference to you at any time; and
(b) have your express authorisation to notify any relevant Carrier in respect of and to effect any such change.
2.2 We do not warrant that we will be able to supply Services and we are not liable for any failure to provide all or part of any of the Services, but, to the extent and to the standard that Carriers provide Services to us, those Services will be provided by us to you. When your connection is disrupted, we will do our best to reinstate our Services to you as soon as practicable.
2.3 We do not supply services other than those services published on our website.
2.4 When using the Services, you agree to:
(a) comply with all statutes, regulations, by-laws or licence conditions of any government body; and
(b) not breach any person’s rights or otherwise cause us or a Carrier loss, liability or expense.
2.5 Our obligations to provide the Services ceases when we transfer your Services to another supplier and the other supplier takes over full billing of those services.
3. CHARGES AND PAYMENT
3.1 You agree during the term of this agreement:
(a) to be charged for the Services we provide to you, regardless of whether it is you who uses them, at our current Standard Rate prices from time to time as published on our website at www.voxcom.com.au;
(b) that as our charges are exclusive of any taxes, government charges, INMS charges and bank charges and you agree that we are to pass on to you the full amount of any such taxes, government charges, INMS charges, ACMA annual inbound fee and bank charges payable in addition to our annual account keeping fee and other fees
and charges; and
(c) (i)to PRE-Pay in advanced for services including charges noted in 3(b) as they fall due or upon demand to your credit card account. You agree to maintain a credit card direct debit authority with us at all times in order to continue receiving Pre-Paid discounted rates. You agree to pay a credit card transaction fee on each transaction of $1.00 or 2% of invoice or 4% of invoice if by American Express whichever is the greater. You agree that your service/s with us will not be eligible for discount rates, will be immediately suspended and all fees and charges will become immediately payable if you withdraw the direct debit authority.
(c) (ii)At our absolute discretion we may allow you to post Pay accounts for charges noted in 3(b) by the due date specified in the account invoice (“Due Date”) or upon demand to your nominated bank account or credit card account. You agree to maintain a direct debit authority with us at all times in order to continue receiving
discounted rates. You agree that your account will immediately be placed on Pre-Paid in accordance with 3(c)(i) above and you authorise to suspend services until such time as your account is brought into credit.
(d) Monthly services fees may be charged monthly in advance and or on a pro-rata basis.
(e) Your account limit is one hundred dollars in any 30 day period. Upon your call charges exceeding the account limit, you give us the right to apply a progress payment of the current amount owed (including unbilled charges) and you authorise us to manually debit that amount from your nominated bank or credit card. If your account remains over limit past 7 days from the date of notice, you agree that your account will be suspended until such time as your account is rectified.
(f) You agree to receive invoices from us via email. You agree to download and print out your invoice each month.
(g) If you have more then one account, you agree we can mesh all accounts and transfer outstanding fees and charges from any of your accounts to any other of your accounts.
3.2 If you dispute in good faith an amount in the account invoice, you must notify us in writing within fourteen days setting out reasons for the dispute and the amount in dispute. Notwithstanding any dispute as to any amount of any charge, you must pay the whole amount of each account by the Due Date. You will be in breach of this agreement if you fail to pay the whole amount of each account by the Due Date.
3.3 If you do not pay the account by the Due Date or upon demand to your nominated bank account or credit card, then we may charge interest at the rate of 1.7% per month or part thereof on the outstanding amount of the invoice and suspend all or part of your Services pending payment of outstanding amounts on the account. Nothing in this clause affects our rights to terminate this agreement under clause 8.
3.4 If you do not pay the account invoice by the Due Date, we also reserve the right (at our discretion) to a) rescind the discount prices you pay for the Services and to set your rates to the currently published Standard Rates plan at from the first day of the current billing month regardless of any fixed price offer noted in clause 1.3. and b) commence credit management action.
3.5 If you direct us, or authorise another carrier to transfer any of the Services to another supplier or you cancel services, you will pay in full:
(a) all of our account invoices and unbilled charges up until the time we stop providing the Services and before we will release the number in question; and
(b) all other proper charges that we become aware of after the date of transfer that relate to the Services we provided to you.
3.6 Where a 1300/1800 monthly service fee is offered at discounted rates, it is conditional upon the service remaining active and payment of our charges made by the Due Date or upon demand to your nominated bank account or credit card with a minimum monthly spend of five dollars per service number. Customers may upgrade any plan at any time in writing and without a cost to do so. Unless otherwise agreed in writing, additional charges apply for routing, baring and other non-standard services with all plans. Where capped calls and capped rates are offered, we reserve the right to discontinue capped calls and capped rates at any time without notice. Where a cancelled service requires reconnection, you agree to a charge of one hundred and fifty dollars applied to each service number. Where a suspended telephone number service requires reconnection, you agree to a charge of twenty dollars applied to each service number.
3.7 Where payment by direct debit or by credit card is dishonoured by your financial institution, we have the right to charge a dishonour fee of twenty five dollars for the first dishonour and twenty five dollars thereafter. Upon notification of the first dishonour your service charges will be set in accordance with our Standard Rates and you agree to pay us a security bond in accordance with 5(e). Upon payment of a security bond, your rate will be set to the rate prior to your dishonour notice commencing the first day of the next billing month.
3.8 You agree and instruct that services shall not be cancelled by any means unless you complete a “Cancellation Form”. Further, where your invoices are dishonoured in two consecutive months or where your invoices are dishonoured three or more times, you agree and instruct Voxcom to immediately cancel all services. Upon receipt of a completed Cancellation of Services form, you instruct us to suspend all services. However, your services will remain active (in suspension) on your account until cancelled by our network. You also agree to give one month’s notice for the purpose of collecting any outstanding unbilled call records to finalise your account.
3.9 Call rates charged in one second increments. The cost of each individual call is rounded up to the next cent.
3.10. Where a service provider (SP) becomes a customer of Voxcom, that SP shall pay Standard Rates as published at www.voxcom.com.au.
3.11 If the customer fails to pay for any services the customer and/or business will be in default which may affect the credit rating for the next 5 years. You agree that if your account remains unpaid 21 days past the due date we may apply a debt collection fee of 25% of the debt or fifty dollars whichever is the highest to cover our for debt collection administration costs. You will be liable for any solicitor and/or professional debt collection agency fees.
3.12. Higher charges apply for OffNet customers.
3.13 Set-up time quoted is on a best effort basis. It is your responsibility to monitor your account and request a plan upgrade or downgrade. We are not required to notify you to upgrade or downgrade your plan and this will not breach your responsibilities under these terms.
3.14 You acknowledge that some callers may mis-dial your service number(s) and you agree to pay the call charge (if any) for any and all mis-dialled calls to your services. You agree we are not liable for residual calls received by a terminating number connected with your service due to a service previously activated and cancelled
by another entity. You agree that where you choose to change a service number due to perceived residual calls due to a number used on a service of a previous entity you are liable for all cancellation fees (if applicable) and connection fees (if applicable) and you agree we are not liable for any costs incurred by you including costs for promotional material that may contain the disputed service number(s).
3.15 You warrant to test all services prior to publishing each service number. Further, where you request us to provide an audit of your inbound service number(s) and associated answer-points, you agree to confirm in writing the audited numbers are on your account and such corresponding answer-points are correct prior to publishing any service number. Where a service number has been suspended or cancelled and subsequently reactivated, you warrant to test all such services prior to publishing the service number. Any other requested changes must be tested by you within 24 hours of such request. Any request for a change in service must be made no more than one business day prior to such change.
3.16 A fee applies on a ‘user pays’ system for each change to customer account details or services including but not limited to manual payment by direct deposit, cheque payment, answer point change, fax2email change, voice to email change, live answer change, file transfer, phone order payments and manual credit card payments etc.
3.17 Inbound service answered internationally charged at four times wholesale.
3.18 Fair Use Policy: To ensure 1300 and 1800 numbers are not seen to be “banked” by you, that is your 1300 or 1800 number is connected but not in regular use, you agree to make “Fair Use” of your inbound 1300 and/or 1800 service by tolling at least five dollars per month in call charges. You agree to pay a minimum spend of five dollars per month if your inbound service/s tolls less than five dollars per month in call charges.
3.19 Unused calls during any calendar month will not be credited to the following month. Unless otherwise agreed in writing.
3.20 Non-compete: Unless otherwise agreed in writing, you are not to be involved in any respect with any business selling directly to end users or through a sales distribution channel any telecommunications-related services (including but not limited to provision of VoIP, IP PBX, digital calls, call-routing/forwarding, find me/follow me, live answer service, messages on hold, voicemail to email or fax to email. You agree to notify us upon breach of this clause and agree to pay Standard Rates commencing the day of the breach or the date of this agreement. Where services are supplied it shall be strictly on a wholesale basis.
3.21 You agree to notify us when you have notified another Provider to transfer a service from us to another Provider. You also agree to give one month’s notice for the purpose of collecting any outstanding unbilled call records to finalise your account.
3.22 Reconnected services will be set to the current highest call rated plan.
4. AMENDMENTS TO TERMS AND CONDITIONS
Without limiting clause 3.1, we may vary, alter, replace or revoke any of these terms and conditions and we may interpret your ongoing use of the Services as constituting your acceptance of the variation, alteration, replacement or revocation.
5. CREDIT CHECK
Voxcom is not an organisation as defined under PART II, 6C of the Privacy Act. However, prior to our accepting your application, you have provided to us all information relevant to our assessment of your credit rating for COMMERCIAL CREDIT. We do not offer you
CONSUMER CREDIT. You have consented to the following:
(a) our obtaining from a credit reporting agency a credit report containing personal information about you;
(b) our giving to and seeking from any credit provider named in a credit report or in your application, information in relation to your credit rating including without limitation any information about your credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive from other credit providers under the Privacy Act 1988;
(c) our making independent enquiries of third parties concerning your financial standing and for this purpose you have authorised and permitted such third parties to supply such information regardless of any confidentiality or privilege which applies to the information sought; and
(d) our providing any information we obtain about you to the relevant Carrier.
(e) where your previous credit history indicates a credit risk or where any invoice has been dishonoured, we may require a security bond of good faith equal to fifty dollars or the total of the current month’s invoice and the previous two month’s invoices, whichever is the greatest. In the event of your account is close, this security bond of good faith will be deducted from your final invoice.
5.1 COMMERCIAL CREDIT AUTHORITY
1. Agreement that you are applying exclusively for COMMERCIAL CREDIT with Voxcom and Voxcom may seek consumer credit information (Section 18K(1)(b), Privacy Act 1988). If Voxcom considers it relevant to assessing my/our application for commercial credit, I/we agree to Voxcom obtaining from a credit reporting agency a credit report containing personal credit information about me/us in relation to commercial credit provided by voxcom.
2. Exchanging information with other credit providers (Section 18N(1)(b), Privacy Act 1988) I/we agree to Voxcom obtaining personal information about me/us from other credit providers, whose names I/we may have provided for Voxcom or that may be named in a credit report, for the purpose of assessing my/our application for commercial credit made to Voxcom.
3. Agreement to a credit provider being given a consumer credit report to collect overdue payments on commercial credit (Section 18K 1(h) Privacy Act 1988) I/we agree that Voxcom may obtain a consumer credit report about me/us from a credit reporting agency for the purpose of collecting overdue payments relating to commercial credit owed by me/us.
5.2 CONSUMER CREDIT AUTHORITY
You agree your application is NOT an application for CONSUMER CREDIT but we advise an important Notice To Applicant(s) For Credit (Section 18(E)(1) Privacy Act 1988) as part of your application for COMMERCIAL CREDIT. Notice of disclosure of your credit information to a credit reporting agency. (Privacy Act 1988). Voxcom may give information about you to a credit reporting agency, for the following purposes:
(a) to obtain a consumer credit report about you, and/or
(b) to allow the credit reporting agency to create or maintain a credit information file containing information about you. The information is limited to:
(c) identity particulars – your name, sex, address (and the previous two addresses) date of birth, name of employer, and drivers licence number.
(d) your application for credit or commercial credit – the fact that you have applied for credit and the amount.
(e) the fact that Voxcom is a current credit provider to you.
(f) loan repayments which are overdue by more than 60 days, and for which debt collection action has started.
(g) advice that your loan repayments are no longer overdue in respect of any default that has been listed.
(h) information that, in the opinion of Voxcom you have committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with your credit obligations).
(i) dishonoured cheques – cheques drawn by you for $100 or more which have been dishonoured more than once.
(j) that credit provided to you by Voxcom has been paid or otherwise discharged. Period to which this understanding applies: this information may be given before, during or after the provision of credit to you.
5.2.1. Giving information to a Credit Reporting Agency (Section 18E(8)(c) Privacy Act 1988) Voxcom has informed me that it may give certain personal information about me to a credit reporting agency.
5.2.2. Access to Commercial Credit Information (Section 18L(4) Privacy Act 1988) I/we agree that Voxcom may obtain information about me/us from a business which provides information about the commercial credit worthiness of persons for the purpose of assessing my/our application for consumer credit.
5.2.3. Access to Consumer Credit Information (Section 18K(1)(b), Privacy Act 1988) I/we agree that Voxcom may obtain a consumer credit report containing information about me from a credit reporting agency for the purpose of assessing my/our application for
commercial credit.
5.2.4. Exchange of Credit Worthiness Information (Section 18N, Privacy Act 1988) I/we agree that Voxcom may exchange information with those credit providers named in this application or named in a consumer credit report issued by a credit reporting agency for the following purposes;
(a) to assess an application by me/us for credit
(b) to notify other credit providers of a default by me/us
(c) to exchange information with other credit providers as to the status of this loan where I am in default with other credit providers
(d) to assess my/our credit worthiness. I /we understand that the information exchanged can include anything about my/our credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act.
5.3 Agreement to a credit provider being given a consumer credit report by a credit reporting agency to assess a guarantor (Section 18K 1(c) Privacy Act 1988) I/we agree the Voxcom may obtain from a credit reporting agency a consumer credit report containing information about me/us for the purpose of assessing whether to accept me/us as a guarantor for credit applied for by, or provided to, the borrower(s) Voxcom. I/we agree that this agreement commences from the date of this agreement and continues until the credit covered by the borrower(s) application ceases.
5.4 Agreement to a credit provider disclosing a report including a consumer credit report to potential or existing guarantor (Section 18K (1) Privacy Act 1988) I/we agree that Voxcom may give to a person who is currently a guarantor, or whom I/we indicated is considering becoming a guarantor, a credit report containing information about me/us for the purpose of Voxcom deciding whether to act as a guarantor, or to keep existing guarantor informed about the guarantee. I/we understand that the information disclosed can include anything about my/our credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to disclose under the Privacy Act, and includes a credit report.
6. TRANSFER OF SERVICES
6.1 When you transfer any services (“Transferred Services”) from a Carrier, a telecommunications service provider or equipment supplier who supplies telecommunications services or equipment to you at the
time of signing this agreement (“Current Supplier”) to us, you authorise us to sign on your behalf and in your name any forms required by the Current Supplier to transfer the Transferred Services as we direct. Where such a transfer takes place and we refer to you previous Carrier’s monthly invoice, it refers to the most recent whole monthly invoice.
6.2 You agree to immediately pay to the Current Supplier any amounts owing for the Transferred Services up to the date of the transfer.
6.3 When you transfer any current services (“Current Supplier”) from us to a Carrier, a telecommunications service provider or equipment supplier who supplies telecommunications services or equipment (“Transferred Services”) we have at our discretion to charge a release fee of fifty dollars for such transfer if your account is overdue and remains unpaid at the time of the transfer. Call rates for the billing month of your transfer notice and billing months following shall be rated at Premium Rates.
6.4 When you transfer an ACMA smartnumber, you agree give us at least 60 days notice prior to the expiration of the smartnumber with ACMA.
7. LIMIT ON LIABILITY
7.1 We do not exclude or limit:
(a) the application of any provision of any statute (including the Trade Practices Act 1974, the Privacy Act 1988 or the Telecommunications Act 1997) where to do so would contravene that statute or cause any part of this clause 7 to be void; or
(b) direct losses and damages which arise only as a result of our gross negligence (which means where we commit an act or allow an omission to occur in reckless disregard of the consequences of the act or omission).
7.2 Except where clause 7.1 applies, we exclude all statutory liability, tortious liability (including but not limited to liability in negligence), conditions and warranties implied by custom, the general law or statute, liability for all direct, economic, consequential or indirect losses, expenses, damages and costs incurred by you, arising out of or relating to the Services, any failure to supply or delay in supplying the Services or out of or relating to this agreement.
7.3 Including, but not limited to, liability for gross negligence and except to the extent of clause 7.1(a), we are not responsible or liable for any indirect consequential or economic damages, including, without limitation, loss of income or profit or loss of actual potential business opportunities.
7.4 Our liability to you for any breach of any implied provision of this agreement (other than an implied warranty of title) is limited, at our option, to refunding the price of the goods or Services in respect of which the breach occurred, or to providing, replacing or repairing those goods or providing those Services again.
7.5 We are not liable to you for any delay in the connection or failure in the operation of the Services.
7.6 You acknowledge that any liability of any Carrier to you in relation to the Services is governed by the terms and conditions on which that Carrier from time to time supplies that service to its own retail customers.
8. TERM OF AGREEMENT
8.1 This agreement will commence on the date of its signing by us or the date you are notified with your customer account number and password or the date otherwise notified whichever is the earliest.
8.2 You may cancel this agreement at any time with one calendar month’s written notice on our approved form.
8.3 Unless otherwise noted in a written binding contract and subject to earlier termination, this agreement will automatically terminate at the end of 3 month’s period. Upon termination at the end of the 3 month period, your continued use of our services will therefore automatically renew our agreement on the current terms, fees and
charges as published at www.voxcom.com.au. If not less than one calendar month prior to the expiry date of any such period, either party gives the other a notice of non-renewal of this agreement, the agreement shall expire at the end of the then current 3 month period. If we give notice of termination, you agree to pay all fees and charges under clause 3.
8.4 We may immediately terminate this agreement without notice at any time if you engage in abusive behaviour toward any Voxcom management or employee as determined by Voxcom.
8.5 We may immediately terminate this agreement without notice at any time if, without our prior written consent: you fail to pay an invoice by the due date or breach any term or condition of this agreement; a receiver or receiver and manager is appointed over any of your property or assets; a liquidator or provisional liquidator is appointed to you; you become bankrupt; you enter into any arrangements with your creditors; you assign or otherwise deal with your rights under this agreement; you cease to carry on business; there is a material change in your direct or indirect ownership or control, or you slander or defame us. Other than default by you, we may give you seven days notice to terminate this agreement.
8.6 We may also immediately terminate this agreement at any time without notice if the Carriers cease to provide necessary services to us.
8.7 If we terminate this agreement in accordance with clause 8.5 and a Carrier arranges to supply you services other than through us, you acknowledge that:
(a) the Carrier may not be able to make those arrangements immediately; and
(b) once the Carrier has made arrangements, the services acquired by you from the Carrier will be acquired on the Carrier’s then current tariffs and terms and conditions and the Carrier will bill you accordingly.
8.8 We may also immediately terminate this agreement at any time without notice if you become bankrupt or if a corporation, placed into administration or deregistered.
9. INFORMATION
9.1 Without limiting clause 5.1, you agree to provide us with any information we request in connection with our providing the Services to you under this agreement.
9.2 You authorise and consent to the following:
(a) our conducting a physical audit of the Services and any equipment supplied in respect of the Services should we consider it necessary;
(b) our exchanging with Carriers all information about you and the Services provided to you in our possession or control including, but not limited to, your name, billing address, street address, relevant telephone numbers, any information obtained by us for the purpose of your application and this agreement;
(c) the Carrier exchanging with us any information in the Carrier’s possession or under its control in relation to the Services including, without limitation, all your records and, in particular, exchange line details, account information, call charge records and call event records; and
(d) ours and the Carrier’s use of the information referred to in paragraphs (b) and (c) of this clause.
10. CONFIDENTIALITY
You will keep confidential all information supplied by us or the Carriers and we will keep confidential all information supplied by you, except as provided by clauses 5 and 9.
11. ASSIGNMENT
Your rights under this agreement are personal. You must not assign or attempt to assign any right or obligation under this agreement without our written consent. We may assign all or any of our rights and obligations under this agreement at any time by notifying you in writing.
12. WARRANTY OF AUTHORITY
Any persons signing this agreement on your behalf warrant that they have full power and authority to bind you in respect of this agreement.
13. OUR EQUIPMENT
13.1 Risk in any equipment (if any) provided by us or any third party to you for purchase or hire (“Equipment”) passes to you upon delivery. You will accept any Equipment on the basis of these Terms and Conditions and any additional terms and conditions notified at the time of delivery.
13.2 Title to any Equipment provided for purchase does not pass to you until all amounts owing to us under this agreement and the cost of such Equipment have been paid in full. Until title passes to you, the Equipment will be held by you as bailee for us.
13.3 If Equipment is installed at premises occupied by you, you must not interfere with the Equipment or its installation.
13.4 You irrevocably grant to us, our agents and servants, leave and licence without the necessity of giving any notice to enter at any time on and into premises occupied by you using reasonable force if necessary to inspect, search for and re-take possession of any Equipment in respect to which payment is overdue. You shall indemnify us and hold us harmless against any loss or damage suffered by any person or company arising from such possession.
13.5 On the termination of this agreement for any reason, you will immediately return all Equipment owned by us or make it available for our collection.
14. “FORCE MAJEURE”
14.1 Force Majeure means any circumstance beyond the control of Voxcom whereby Voxcom is unable to perform an obligation under this agreement with you either at all or at any time or from time to time including:
(a) Service network failure caused by, but not limited to, any third party action that results in the Carriers or service network ceasing to continuously function;
(b) Any act of God or act of nature;
(c) Any interruption, suspension or cancellation of any or all telecommunications or Carrier’s services;
(d) Any act, omission or negligence by a third party or service provider which affects the provision of any service;
(e) Any requirement, restriction, delay, consent, licensing, approval or any other matter of a Federal, State or Local governmental authority or any regulation, law, restriction, action or otherwise of any Federal, State or Local governmental agency.
15. MISCELLANEOUS
15.1 This agreement is to read in conjunction with our Standard Form of Agreement
15.2 Any notice, demand, consent or other communication required to be given to either party must be delivered to the email address of the other as last notified or failing that, personally or sent by prepaid mail or by facsimile to the address of the other as last notified.
15.3 Clauses 2.5, 3, 5, 7, 10, 12, 13.4, 13.5 and 14 shall survive the expiration or termination of this agreement.
15.4 This agreement shall be governed by and construed in accordance with the laws of Victoria and the parties hereby submit to the non-exclusive jurisdiction of the courts of the State of Victoria.
15.5 This agreement contains yours and our entire understanding to the exclusion of any and all prior or collateral agreement or understanding relating to the Services, whether oral or written.
15.6 If any part of this agreement is found to be invalid or of no force or effect, this agreement shall be construed as though such part had not been inserted and the remainder of this agreement shall retain its full force and effect.
15.7 All prices quoted are exclusive of GST.