1. General

a) Generation-e’s Terms and Conditions of Credit and Terms and Conditions of Sale form the agreement between the parties and are binding on the parties These Terms and Conditions will prevail over any subsequent document issued by the Customer. If the Application is received in electronic format, it is constituted as an original document. You can get a copy of our most Generation-e’s Terms and Conditions of Credit and Terms and Conditions of Sale on our website at Generation-e | Terms & Conditions.

b) Your CVX Service Order and any Variation shall commence with effect for a particular Service when we notify you that we accept your application for a particular Service (together, this constitutes Your Contract).

c) The Services we provide to you are governed by Your Contract.  To the extent of any inconsistency, the components of Your Contract will be read in the following order of precedence:

i. CVX Service Order;
ii. any Variation;
iii. General Terms.

d) If a provision of Your Contract is void, voidable or unenforceable in the jurisdiction in which any Service is or is to be provided to you, it must be read down to the extent necessary to be valid and, if it cannot be so read down, it will be severed and the remainder of the provisions of Your Contract will not be affected.

e) You acknowledge that we may make changes to our General Terms from time to time, including, without limitation. If we intend to make a change to our General Terms, the change could be reasonably expected to adversely affect you, we will use reasonable endeavours to notify you at least 30 days prior to making that change.  We may notify you:

i. by mail (to any of the last address given by you to us, the address of the Premises and, if you are a corporation, your registered address or principal place of business last known to us);
ii. by email (to the last email address given by you to us); or
iii. by a message on a bill or any other notice we issue to you.

f) You represent and warrant to us that:

i. if you are a company:

a. you are duly incorporated under the jurisdiction of your incorporation, with all requisite power and authority, to enter into Your Contract and perform all obligations under Your Contract;
b. you have obtained all necessary consents and approvals to enter into Your Contract; and
c. the person who has signed the Application or any other document forming part of Your Contract is authorised by you to sign the document, and that we are not liable in any way if that person does not have that authority;

ii. if you are a person who signs the Application or any other document on behalf of a company, you agree to guarantee the performance of the company’s obligations set out in Your Contract in the event that Your Contract is not enforceable against the company because you did not have the appropriate authorisation referred to in clause 1 (f) (i) (c);

iii. if you are an individual that:

a. you are 18 years or more; and
b. you have full legal capacity to enter into Your Contract; and

g) in all cases:

i. you are not subject to an Insolvency Event and that you are not aware of any circumstances likely to cause you to become subject to an Insolvency Event;
ii. you enter into Your Contract in your own capacity and you do not enter into Your Contract as a trustee of any trust or settlement;
iii. neither the entering into Your Contract or the performance of your obligations under Your Contract will cause you to be in breach of any agreement to which you are party or are subject.

1.1 Public Addressing Identifiers and Number Porting

a) The Telecommunications Number Plan 1997 (Cth) sets out rules for issuing, transferring and changing telephone numbers. You and we must comply with the Telecommunications Number Plan.

b) You are entitled to continue to use any telephone number we issue to you, except in circumstances where the Telecommunications Number Plan allows us to recover the number from you.

c) The Services may use identifiers such as a telephone number, an IP address or domain name (Public Addressing Identifiers). You must comply with the requirements of any Regulatory Authority or other body which administers Public Addressing Identifiers.

d) You acknowledge and agree that:

i. you do not own or have any legal interest or goodwill in any Public Addressing Identifier issued to you;
ii. you must not sell, transfer, lease, license or otherwise deal with any Public Addressing Identifier in any way
iii. we do not control the allocation of Public Addressing Identifiers;
iv. we are not liable to you if we are required to change, withdraw, suspend or re-assign any Public Addressing Identifier as a result of any direction given by a Regulatory Authority, one of our Suppliers or any other body which administers Public Addressing Identifiers; and
v. on cancellation of the Service, your right to use a Public Addressing Identifier may cease.

e) We are responsible for selecting and assigning a phone number for a Service unless you port your phone number from your previous supplier service.

f) If you are a customer who is connected to another supplier’s service and you wish to acquire a Service you may be able to port your existing phone number, subject always to availability and technical and commercial considerations.  You must specify this request in your Application.  Your previous supplier may charge you for porting and there may be other costs and charges such as early termination fees payable to your previous supplier.  You must reimburse us and indemnify us against all such costs, fees and charges.  During the process of porting your phone number from another supplier network, there may be a brief period when the Service is interrupted.

g) The porting of your phone number will be conducted in accordance with all regulatory requirements and applicable industry codes.  In order to port your phone number from a previous supplier’s service you must complete and sign a porting authority form which we can provide to you on request.  You warrant to us that all information supplied by you in the port authority form is complete and correct.  You indemnify us for any Loss we may suffer or incur by reason of the porting of your phone number (including, without limitation, if we are unable to successfully port your phone number from a previous supplier’s service).   We do not guarantee that we will be able to port your phone number from a previous supplier’s service, and we will not be in breach of Your Contract if we are unable to port your phone number.

h) You must tell us in your Application if you want us to port a phone number we allocate to you, to a new supplier’s service once we cease to provide a Service to you.  However, any porting of your phone number by us to a new supplier’s service will be subject always to availability and technical and commercial considerations.  We may charge you additional costs and charges associated with our porting of the phone number we allocated to you to a new supplier service.  In limited circumstances, we may not be able to port your phone number as requested.  In these circumstances, we will provide you with another Service.

i) You acknowledge and agree that, if we allocate more than one phone number to you and you tell us in your Application that you want us to port the phone numbers to a new supplier’s service once we cease to provide a Service to you, we may allocate to you a batch of 100 phone numbers and you will be required to pay the appropriate charge for that batch of phone numbers.

2. Service

a) If you want to become our customer, you must first review and accept the Generation-e CVX Service Order document. The CVX Service Order will either be:

i. a standalone document, or
ii. included within a broader solution proposal document incorporating other technical elements of the overall solution (such as Microsoft Teams).

b) You represent and warrant to us that:

i. all information in your Application is true, accurate, complete and is not misleading or deceptive or likely to mislead or deceive;
ii. where you are an individual and you have provided us information about you, you consent to us using or disclosing the information to provide the Services and exercise any rights and perform any obligations in respect of the Services; and
iii. where you have provided us information about any individual who is an end user of the Services, the other user has consented to you disclosing the information to us and to us using or disclosing the information to provide the Services and exercise any rights and perform any obligations in respect of the Services.

c) You acknowledge that, if we decide to accept your Application and enter into Your Contract, we do so having been induced by, and in reliance on, your representations and warranties in clause 1 (f) and clause 2 (b).

d) We will decide whether to accept your Application by considering a number of factors, including but not limited to:

i. your eligibility for a particular Service;
ii. the availability of the Service to you;
iii. whether you meet our credit requirements;
iv. the accuracy of the information you give us; and
v. any past dealings which we may have had with you (including any past non-compliance by you with the terms and conditions relating to a previous supply by us to you) and any entities you have been associated with.

e) If we decide to accept your application, we may issue our Letter to you confirming the existence of and content of Your Contract.

i. Your Contract commences on the date we accept your application

f) Your Contract comes to an end when:

i. the Minimum Term is reached, and you notify us that you wish to cancel a particular Service; or
ii. cancellation or termination by you or by us in accordance with the provisions of Your Contract or any law which governs your Contract.
iii. If you have agreed to a Minimum Term, and that Minimum Term is reached, then Your Contract for that Service will continue on the same terms except that there is no Minimum Term and the Service may be terminated by either party giving not less than 30 days’ written notice to the other party.

g) You are responsible for understanding how to access, use and operate the Services.  We may, for an Additional Charge, train you on how to access, use and operate the Services.

h) If you vacate the Premises and do not either disconnect any Services we provide to you at those Premises or transfer legal responsibility for those Services to the new occupant of those Premises with our prior agreement (which may be given, withheld or be given subject to conditions at our sole discretion), you will be liable for any use of the Services by the new occupant or other third parties.  You must pay us for the use of the Services even after you have vacated the Premises if you did not arrange for the Services to be discontinued or did not give us sufficient notice to discontinue the Services before you vacated the Premises.

2.1 Customer Service Guarantee

a) To the extent that we provide you with a standard telephone service (as defined in the Telecommunications (Consumer Protection and Service Standards) Act 1999) and specified enhanced call handling features, components of our service (for example, fault repair times and service connection times) must comply with the Customer Service Guarantee, unless:

i. you have otherwise waived your rights;
ii. you are not eligible to receive the Customer Service Guarantee because we supply more than five telephone services to you; or
iii. you fall within any other exemptions set out in the Customer Service Guarantee.

b) The Customer Service Guarantee sets out certain minimum performance standards in relation to service connection times, fault repair times and keeping appointments to provide you with services.  It does not apply to any equipment you own (or which is owned by a third party) which is used in connection with our Services.

c) If you have rights under the Customer Service Guarantee and we do not meet the Customer Service Guarantee standards, you may be entitled to receive monetary compensation under the Customer Service Guarantee.  However, there are circumstances where we may be exempt from meeting those requirements, including, without limitation, where you unreasonably refuse us access to the Premises or if you miss an appointment without giving us reasonable notice.

2.2    Service Disruption

a) Without limiting anything else in these General Terms and Service, we may temporarily suspend or restrict any Service without liability during any scheduled maintenance or other works.

2.3    Service Level

a) If the Service sets out service levels for that Service, then we will use reasonable endeavours to perform that Service in accordance with those service levels.  Our liability to you for a failure to meet such a service level is as set out in those Service Terms and if there is none, then we have no liability to you in respect of such a failure, whether the liability arises in contract, tort (including negligence), statute or otherwise.  If the Service Terms sets out a remedy for such failure, that is your only remedy for failure to meet the service level.

3. Customer Responsibilities

3.1    Your responsibility for the Services

a) You must co-operate with us to allow us to provide the Services to you.

b) You must:

i. liable for any use of the Services by the new occupant or other third parties.  You must pay us for the use of the Services even after you have vacated the Premises if you did not arrange for the Services to be discontinued or did not give us sufficient notice to discontinue the Services before you vacated the Premises.

3.2    Your use of the Services

a) In using the Services, you must:

i. comply with all laws, all directions by a regulator and all reasonable directions given by us from time to time;
ii. ensure that all your equipment used or to be used with Our Network and each Service:

a. is compatible with Our Network and the Service; and
b. complies with all industry codes and standards (including, without limitation, any technical standards issued by any Regulatory Authority or us in connection with the equipment);
c. is installed, stored or otherwise located in the Premises with adequate and suitable space, power supply and a dust-free environment free of excess humidity; and
d. complies with any other requirements specified in the Standard Service Terms for the Service;

iii. comply with all operational and user manuals and specifications provided by us to you in respect of each Service; and
iv. comply with our Acceptable Use Policies and any other restrictions relating to use of each Service in the Standard Service Terms for that Service.

b) If we provide a default password (and/or other security safeguard such as a default PIN number) as part of a Service that you are required to enter in order to access, use and/or operate the Service, it is your responsibility to change the password (and/or other security safeguard).  We are not liable in any way if a third party enters the default password (and/or other security safeguard) and is able to access, use and/or operate the Service.

c) If a Service involves the access by you to data (whether your data or a third party’s data), you are responsible for that access including setting appropriate passwords to enable you to access the data.

d) You must not use, configure, reconfigure or rectify any defect or faults in any Service or attempt to use, configure, reconfigure or rectify any defect or faults in any Service:

i. in any way which breaches any law or regulation;
ii. in any way which infringes another person’s rights or exposes us or any of our Suppliers to liability or do anything which could bring us or any of our Suppliers into disrepute;
iii. in any way which damages, interferes with or interrupts the Service, or Our Network used to supply the Service;
iv. in any way which makes it unsafe or which may damage any property or injure or kill any person; or
v. to transmit, receive, publish or communicate material which is illegal defamatory, offensive, abusive, indecent, menacing, threatening, harassing or unsolicited,

and you must not procure, assist or allow any person to do any of the above.

e) We may at any time restrict or prevent the right of any third party providing or using services through Our Network.

f) You must take all reasonable steps, actions and precautions to stop internal and external threats and malicious software from attacking or being present on or adversely affecting Our Network including, without limitation, ensuring that all equipment used by you in connection with the Services (other than a Supplier Network) is protected by industry standard anti-virus and anti-malware software from a reputable supplier, and that this software is kept up to date and receiving security and signature updates or has such software effectively applied to it at least weekly.

3.3    Access to Premises

a) In order to provide Services to you, we may need access to the Premises.  You agree to provide us with safe and prompt access to the Premises and your Personnel, equipment, data, information and sources of power, light and ventilation for the purposes of:

i. commissioning a Service;
ii. installing any equipment for a Service you have requested;
iii. inspecting, testing, maintaining, modifying, repairing or replacing any equipment for a Service you have requested;
iv. recovering any equipment which we own after a Service we have provided to you is cancelled; and
v. performing our other obligations to you in Your Contract.

b) We or our contractors will give you reasonable notice by email or other method that we determine of the approximate time and date when access to your Premises is required.

c) If you do not own all of the Premises, you must obtain each owner’s permission for us to access the Premises and that consent must be irrevocable and not lapse.  You must notify us immediately when you receive that permission.  You must indemnify us and keep us indemnified against any claim, action or demand that the owner of the Premises makes against us relating to our entering the Premises in reliance on any representation made by you that you have obtained that permission.  We are not required to first make payment in relation to any such claim before you are liable to pay us in respect of such claim.

3.4    Reselling of Services

a) You must not resell or otherwise re-supply any Service to any person unless you obtain our prior written consent, such consent to be given or withheld at our sole discretion.  If we do give our consent, we may do so subject to conditions.

3.5    Power supply and third-party infrastructure

a) Our supply of Services to you may rely on an electricity supply.  You acknowledge and agree that arranging and paying for any electricity supply at the Premises necessary to facilitate our supply of Services to you is your sole responsibility and failure of, or interruption to, any Service due to an irregular or interrupted or non-existent electricity supply does not constitute a breach of Your Contract by us.

b) Our supply of Services to you may also rely on:

i. Supplier Networks;
ii. equipment, infrastructure and services provided by a third party whether or not that third party has an agreement or understanding with you including, without limitation, a third party who provides Carriage Services;
iii. your infrastructure; and
iv. your equipment, (Third Party Facilities).

c) Without limiting any other clause of Your Contract, you acknowledge and agree that;

i. the effective delivery of a Service may be reliant on the effective provision and operation of one or more Third Party Facilities.  We will not be able to provide you with the Service if there is a delay in the provision of, or there is a defect or failure in, one or more Third Party Facilities;
ii. the effective delivery of a Service may be reliant on one or more third parties providing us with equipment or a service.  We will not be able to provide you with the Service if one or more third party delays in providing, or does not provide, us with the equipment or service required to provide a Service to you;
iii. due to reasons beyond our control, a defect or failure in one or more Third Party Facilities may cause a delay, failure or interruption to a Service (including, without limitation, the failure of you to receive an electronic communication such as a voicemail message or e-mail);
iv. we are not responsible in any way for any Loss (including Consequential Loss) you may incur or suffer as a result of any defect, failure or delay; and
v. the occurrence of any defect, failure or delay does not constitute a breach of Your Contract by us.

d) If you require us to undertake any remedial work to repair a Service as a result of any defect, failure or delay as a result of an Event not the Fault of Us, we may charge you an Additional Charge at the time we undertake that remedial work, and if we do so, you must pay such Additional Charge.  An Additional Charge will be payable by you even if, when we first commence that work, you or we thought that the failure or interruption was caused by us but we subsequently discover that, in our reasonable opinion, the failure or interruption was caused by any defect, failure or delay not caused by us.

3.6    End Users

a) You must use all reasonable endeavours to ensure that all end users of each Service comply with clause 3 as if any reference to “you” was a reference to each “end user”.

4. Supplier Responsibilities

a) Following acceptance of your application by us, we will provide the Services to you in accordance with any agreed start dates, and other terms and conditions that apply to Your Contract for a particular Service.

b) We will provide the Services to you with reasonable care and skill, but we do not guarantee that the Services will be free of interruptions, delays, faults or errors.  Except as expressly provided in these General Terms or the Standard Service Terms for the relevant Service, we are not liable (whether in contract, tort (including negligence), statute or otherwise) to you or any other third party for any interruption, delays, faults or errors in any Service (in part or in full) for any reason whatsoever.

c) We will make sure that all equipment which is owned by us and provided to you for use in connection with any Services complies with all laws and relevant technical standards issued by any Regulatory Authority.

d) We will deliver Services to you up to the Network Boundary Point at your Premises.  You are responsible for all equipment, cabling and wiring beyond the Network Boundary Point at your Premises.

e) At or soon after the commencement of Your Contract we will provide you with what we consider to be reasonable training on how to access, use and operate a Service.

5. Works and Equipment

5.1 Works

You acknowledge and agree that:

a) we (or our Supplier or any person authorised by the our Supplier) may conduct works (including, without limitation, installation, inspection, testing, maintenance, modification, repair, replacement and recovery) on Our Network;

b) we do not always have control over the timing of those works and that we make no guarantee that scheduled works will be conducted outside of your normal business hours but where the timing of such works is within our direct control and we consider that the works do not need to be carried out at a particular time, we will use reasonable endeavours to ensure the works are not carried out between 9.00 am and 5.00 pm on a Business Day; and

c) those scheduled works may interrupt the supply of the Services and, if so, such interruption does not constitute a breach of Your Contract by us.

5.2 Equipment

a) We may provide or lease Our Equipment to you for the purposes of your use of the Services.  There is no transfer in title of Our Equipment and Our Equipment shall remain the property of us or our Supplier (as the case may be).

b) We may, at our discretion, change the equipment we provide or lease to you during the term of Your Contract.  If we do, we will notify you of this and make arrangements for the replacement and return of such equipment.  You agree to comply with those arrangements, including any reasonable timeframe we notify you of for the return of equipment.  You acknowledge and agree that such replacement and return does not give you any right to cancel a Service.

c) Our Equipment is not transferred to you.  You hold Our Equipment as bailee for us.  Risk in Our Equipment passes to you on delivery to you.  You are responsible for any damage to (save for fair wear and tear), or destruction or theft of, Our Equipment, except to the extent that it is directly caused by our negligence.  You must, on demand, pay us:

i. for any damage or destruction to Our Equipment for which you are responsible, the cost of repair or the cost of replacement equipment; and
ii. for any theft of Our Equipment for which you are responsible, the cost of replacement equipment,
iii. together with an Additional Charge in respect of the delivery and installation of repaired or replaced equipment.

d) You must not enter into agreement to transfer, sell or grant any Security Interest in respect of Our Equipment.  You must not obscure or remove any identification marks on Our Equipment, unless with our express written consent in writing.  You must ensure that Our Equipment is not altered, relocated, maintained, repaired or disconnected, or connected, to any electricity supply except by us or as we may expressly permit you to do so on a case-by-case basis in writing.

e) You must return Our Equipment, if we request you to do so, within five (5) Business Days after receiving that request.  In addition, you must return Our Equipment to us within five (5) Business Days after the end of the Minimum Term or the end of Your Contract (whichever is the later).  It is your responsibility to return such equipment to us, and at your cost unless and to the extent we otherwise direct.  If Our Equipment is not returned to us, or is not returned to us in the same condition as we provided it to you (excepting fair wear and tear), you are deemed to have made an offer to purchase such equipment from us and we are deemed to have accepted that offer.  The price for such equipment will be set out in a notice that we will issue to you (such price to be the current standard purchase price for equipment or comparable equipment as at the day it was due to be returned) and you must pay such amount to us within the time stated in that notice.

f) Unless otherwise agreed, you must:

i. allow us to install, inspect, test, modify, repair or replace Our Equipment; and
ii. do all things reasonably required by us to make clear the identity of the owner of Our Equipment.

g) We may sell equipment to you for use in connection with the Service (Purchased Equipment).  Title to Purchased Equipment passes to you when you pay for it in full in cleared funds.  Risk in Purchased Equipment passes to you on delivery.  We will use reasonable efforts to transfer to you any manufacturer's warranty in any such Purchased Equipment, from the time title passes to you.

h) You must ensure that all equipment you use in connection with the Service that is not Our Equipment, and the way you use such equipment, complies with all applicable laws and relevant technical standards issued by any Regulatory Authority or us, as well as any reasonable directions issued by us in relation to such equipment.  If you do not comply, we may disconnect that equipment from the Service.  We will try to give you reasonable notice before disconnection, but we may disconnect immediately in an emergency.

i) You must provide adequate and suitable space, power supply and dust-free environment free of excess humidity for all equipment used in connection with the Service and located on the Premises including, without limitation, Our Equipment.  If you are unsure about environmental requirements for any equipment, please ask us.

5.3 PPSA

a) You acknowledge that, by virtue of Your Contract, we have a Security Interest in the Secured Goods for the purposes of the PPSA and to the extent applicable the PPSA applies.

b) You acknowledge and agree that we may do anything reasonably necessary, including, without limitation, registering any Security Interest which we may have in the Secured Goods on the PPSR, in order to perfect the Security Interest and comply with the requirements of the PPSA.

c) You agree to do all things necessary to assist us to undertake the matters including, without limitation, executing all relevant documents.

d) You and we agree that, pursuant to section 115 of the PPSA and to the maximum extent permitted by the PPSA, the following provisions do not apply in relation to a Security Interest in the Secured Goods:

i. section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor
ii. section 96 (when a person with an interest in the whole may retain an accession);
iii. section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor and other secured parties before disposal;
iv. paragraph 132(3)(d) (contents of statement of account after disposal);
v. subsection 132(4) (statement of account if no disposal);
vi. section 135 (notice of retention);
vii. section 142 (redemption of collateral); and
viii. section 143 (reinstatement of security agreement).

e) To the maximum extent permitted by the PPSA, you waive the right to receive all notices which we would otherwise be required to provide to you pursuant to the PPSA in relation to the registration or enforcement (or otherwise) of a Security Interest in the Secured Goods including, without limitation, any notice under section 157 of the PPSA of a verification statement in relation to any registration of a Security Interest on the PPSR.

f) Except if section 275(7) of the PPSA applies, you and we agree not to disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available.

6. Security

a) We may ask you to provide, within seven (7) days of a request:

i. a letter signed by you or any a director, officer, partner or owner of you (as we may request) that, on an unconditional and unqualified basis, you are not subject to an Insolvency Event and that you are not aware of any circumstances likely to cause you to become subject to an Insolvency Event (Solvency Letter); and
ii. any further information, to assess your Credit Rating.

b) You also authorise us to conduct checks and searches of your Credit Information to assess your Credit Rating from time to time.

c) You authorise us to use any information that you provide to us (including, without limitation, any personal information, Credit Information or Confidential Information comprised in that information) to assess your Credit Rating and for credit management purposes and to disclose such information and any information we obtain through checks and searches of your Credit Information to a credit reporting agency or any collection agent for credit management purposes.

d) We may ask you, as a condition of us accepting your application, to first supply security in a form and terms acceptable to us (for example a deposit, bank guarantee or general security agreement), but your provision of such security does not affect your obligations to us, including your obligation to pay charges as they become due and payable.  We may from time to time request you to increase the amount of such security if we form the reasonable opinion that there is a risk that you will not be able to comply with your obligations to pay any charge owing to us.

e) We will retain the security for the Minimum Term, and we may apply the whole or any part of any security to satisfy any amount you are required to pay to us from time to time and that is overdue, without prejudice to any of our other rights in Your Contract or at law.  If we do so you must provide us with any further amount of security, we request from time to time and we may use it as provided for clause 3.

f) Providing you do not owe us any outstanding amounts and have returned all our goods to us in the same condition we provided it to you (fair wear and tear excepted), we will return any remaining security to you within 30 days from the date that we cease providing you with any Services.

g) We may from time to time set a credit limit for you (Credit Limit) and, if you exceed the Credit Limit at any time or from time to time during the term of Your Contract, we may suspend the provision of any Service to you until such time as you reduce the Credit Limit to at least 50% below the Credit Limit.  You agree that we may from time to time and without notice to you vary the Credit Limit to an amount we determine in our discretion and you agree to comply with that variation.  We will notify you of that variation as soon as it is practicable for us to do so.

7. Support

7.1    Notification of any defect or fault

a) If you suspect there is a defect or fault in the Services, you may contact our help desk with the details of the defect or fault.  Upon receiving those details, we will provide you with a reference number of your notification which you must keep in order to keep track of our response to your notification.

b) Upon receipt of your notification of a suspected defect or fault in the Services, we will within:

i. a reasonable time of receiving that notification; or
ii. such other specific time that we have agreed with you as set out in your Letter and/or Variation,
iii. investigate the defect or fault in order to determine whether it is a defect or fault in Our Equipment or Our Network and which was caused by us.

c) If we determine acting reasonably that the suspected defect or fault in the Services was caused by us, we will within:

i. a reasonable time of making that determination; or
ii. such other specific time that we have agreed with you as set out in your Letter and/or Variation,
iii. rectify the defect or fault at no cost to you.

d) We are deemed to have been notified by you of a suspected defect or fault in a Service at the time when we provide you with acknowledgement of receipt of your notification (but excluding any automated notification).

7.2    Exclusions to ongoing support

a) We have no obligation to you to rectify any defect or fault in a Service caused or contributed to by:

i. any defect or fault in equipment, software or any network infrastructure which does not form part of Our Network;

ii. any defect or fault in a Service which

a. is caused by your own conduct or misuse of the Services or the conduct or misuse of the Services by your end users, contractors or third parties who have or have gained access to your Premises or the Services;
b. is caused by faults or defects that arise in telecommunication services provided to you other than under Your Contract (even if they are connected, with our consent, to our Services);
c. arise due to equipment or cabling owned or leased by you or an end user or otherwise in your, or your end users’, control; or
d. arise due to failure by you or any third party (other than our Personnel) to appropriately maintain any equipment or cabling relevant to the supply of the Services;

iii. electromagnetic interference with any Service;
iv. any Force Majeure Event; or
v. scheduled maintenance of Our Network

b) We may agree, but are not obliged to, provide support to you in any of the circumstances in clause 7.2(a), on such terms and conditions (including, without limitation, payment of an Additional Charge) as we may agree with you.

c) Without limiting clause 7.2(b), if we provide support to you in any of the circumstances in clause 7.2(a), including investigating the cause of any such defect or fault, we reserve the right to charge you an Additional Charge, regardless of whether we rectify the relevant defect or fault.

8. Invoices and Charges

8.1    Standard charges

a) You must pay the charges for the Services according to the rates set out in the Service for each Service unless expressly specified to the contrary in your Application.

b) Unless otherwise agreed in your Application, Minimum Monthly Charges for each Service will apply as set out in the CVX Service Order application.  The method of calculating a Minimum Monthly Charges for a Service is set out in the Service for that Service unless expressly provided to the contrary in your CVX Service Order application.

c) You must reimburse us for any costs and expenses in accordance with the Standard Service Terms for each Service.

d) If we have procured from a third party customised services for you as part of a Service, you must reimburse to us the amount of any associated charges that we pay to that third party.

8.2    Additional charges

a) You must pay any Additional Charges as set out in the Application or any applicable provisions of the Service.

b) We may charge you an Additional Charge:

i. to service, modify, repair or replace the Service or any equipment, as a result of an Event not the Fault of Us;
ii. for installation, if the information you provided to us to determine the installation required was incomplete or inaccurate;
iii. for installation, maintenance or other services which you request us to provide outside the hours of 9.00 am  5.00pm on a Business Day;
iv. for installation, maintenance or other services which you request us to provide on a day that is not a Business Day;
v. for the installation, maintenance, modification and repair of any further Service you acquire from us or request us to provide to you; and
vi. as expressly provided otherwise in these General Terms

c) We may charge you a credit card processing fee for payments made by credit card. The amount of this fee will be shown on your invoice.

d) We may charge you a fee for the provision of hard-copy invoices, for payments by cheque (if that payment method has been agreed by us) and for late fees payable.

e) If your financial institution fails to honour your payment, you must pay the amount owing directly to us, together with an additional amount we may notify to you representing our time, effort and expenses incurred in rectifying such failure, and any charges, transaction costs and/or administration costs we are liable to pay to a financial institution as a result of such failure.  You acknowledge and agree that the additional amount payable by you is a reasonable and genuine pre-estimate of the Loss that will we incur or suffer by reason of your financial institution failing to honour your payment.

f) We may pass on to you any one or more additional fees, increases to fees, charges, transaction costs or administration costs imposed on us by third parties for ancillary services (for example, credit card transaction fees), new government taxes or levies, international or roaming services and premium or content services, provided we comply with any notification requirements for changes to these General Terms or as otherwise required by any law which governs Your Contract.

8.3    Invoicing

a) Unless otherwise agreed by us, we may invoice you:

i. for any equipment you purchase from us before, on or after delivery;
ii. for any installation charges, before or after installation;
iii. for variable charges, in arrears;
iv. for recurring or fixed charges, in advance; and
v. otherwise, as notified by us from time to time.

b) We will try to include on your invoice all charges for the relevant billing period.  This is not always possible (for example, because of processing delays or errors with our billing system).  We may include these unbilled charges in any later invoice(s).

c) We may re-issue any invoice if any billing error is later discovered.  If you have overpaid any charges as a result of a billing error, your account will be credited with the overpayment or, if you have stopped acquiring the Service from us, we will refund the overpayment promptly after your request and after deduction of any other amounts due by you to us.  If you have underpaid any charges as a result of a billing error, you will be required to pay the correct amount to us after the invoice is re-issued to you by the due date specified in that invoice.

d) If you do not pay any amount invoiced by the due date (including any amount which is validly disputed but later agreed or determined to have been due and payable), then we may charge you a late fee that is notified by us to you and which represents:

i. interest calculated daily and on a compounded basis from (and including) the due date until (but excluding) the date of payment in full, at a rate that is 2% higher than the then current interest rate set out in the Penalty Interests Rate Act 1983 (Vic); and
ii. amount that we reasonably determine which represents our time and effort in seeking payment of the overdue amount (including, without limitation, any legal or recovery fees we may incur to third parties in seeking assistance to obtain payment from you of the overdue amount).

e) You may not withhold, deduct or set-off any amount from or against any payment due by you to us in any circumstances.  We may withhold or deduct from or set-off against any amount which we must otherwise pay or credit to you any amount payable by you to us.

8.4    Billing disputes

a) To raise a valid billing dispute:

i. you must make a genuine request by written notice to us to investigate the specific charges or invoice, providing at the same time specific evidence which demonstrates that a particular charge or invoice is incorrect; and
ii. you may only withhold a disputed amount if the amount relates to a genuinely disputed invoice, you pay all undisputed amounts and you pay some or all of the disputed portion within five (5) days if we determine that amount to be payable. The disputed amount may only be withheld whilst the parties follow the dispute process.

b) You may only make a claim or commence proceedings alleging that any charge or invoice is incorrect, or you are entitled to a refund for overpayment, if you do so within 15 days of the date of invoice or overpayment.

9. Notice

a) You must provide Notice to us in writing of any change to your details (including, without limitation and where applicable, your ACN/ABN, contact details and/or the details of the person specified as the relevant contact person for you in your Application).

b) Any notice that we give you under Your Contract will be effectively served if:

i. we deliver the notice by hand or send the notice by mail to:

a. an address listed in your Application (including any Premises) or such other address as notified by you as your current address from time to time (whether or not you are a corporation and, if you are a corporation, whether or not that address is your registered address of the corporation); or

b. if you are a corporation:

- to your registered address; or
- to your principal place of business,
- as set out in a document provided to us by ASIC or its agent

c) Notice is deemed to be received by a person:

i. when delivered by hand;
ii. if sent by mail, two (2) Business Days after posting;
iii. if sent by email, one (1) hour after sending unless the sender receives a report or notice indicating the email has not been delivered within that one (1) hour period;
iv. when rendered legible in a software application, two (2) Business Days later or when we record you as having logged into the software application, whichever occurs first.
v. However, if the notice is deemed to be received on a day which is not a Business Day or after 5.00 pm at the addressee’s location, it is deemed to be received at 9.00 am on the next Business Day.

d) If you fail to notify us, and we send a notice to you to the contact details as listed in your Application (or the most recent contact details notified by you to us, and we act in accordance with that notice, you acknowledge and agree that:

i. such act does not constitute a breach of Your Contract by us;
ii. we have no liability to you whatsoever (whether based in contract, tort (including negligence), statute or otherwise) for any Loss suffered or incurred by you arising directly or indirectly from such act; and
iii. our right to cancel or suspend your Service in accordance with clause 11.2 is not affected in any way whatsoever.

10. Complaints and Assistance

a) If you are not satisfied with any part of our Services, please contact us as follows:

• Our customer assistance line is;
  • Australia: 1300 660 100
  • New Zealand: 0800 112 675
• The contact number for the National Relay Service is 133 677.
• The contact number for the Translating & Interpreting Service is 131 450.

b) If we are not able to resolve your concerns or resolve a dispute between you and us, you may have rights under the Telecommunications Industry Ombudsman (TIO) scheme.

11. Termination

a) Your rights to notification under clause 11.1 and cancellation under clause 11.2 also do not apply if we make changes to our General Terms or Standard Service that we reasonably believe will not have a material detrimental impact on you.

b) If, however, any such change has a material detrimental impact on you because of your particular circumstances or pattern of usage of the Services, please contact us and we may permit you, in our sole discretion, to cancel a Service without incurring certain excess charges additional to what you would have paid had the change not come into effect.

c) If you cancel a Service under clause 11.1 or we cancel a Service under clause 11.3:

i. you must pay to us all installation costs incurred by us in connection with preparation for the provision of the Service; and
ii. if we have procured from a third-party customised services for you as part of the Service, you must reimburse to us the amount of any associated charges that we pay to that third party, even if they are ongoing, for such time as we are required to pay those associated charges to that third party
iii. you must pay to us all charges for the Service that are outstanding up to and including the date of cancellation, such charges being immediately due and payable;
iv. if we have charged in advance for the Service, your account will be credited with any charges for Services that would have been provided on and from the day immediately following the date of cancellation;
v. if we have procured from a third party customised services for you as part of the Service, you must reimburse to us the amount of any associated charges that we pay to that third party, even if they are ongoing, for such time as we are required to pay those associated charges to that third party; and
vi. if you have purchased any equipment from us that you have not paid for in full, you must pay to us the purchase price for the equipment, such amount being immediately due and payable
vii. you must, at your cost, immediately return to us or permit us to remove any equipment owned by us, equipment you have purchased but not fully paid for, or other material of ours on the Premises or in your possession or control; and
viii. Upon any cancellation of a Service, we may invoice you for all charges for the Service that have not been previously invoiced, and you must pay to us all amounts specified in that invoice, and all other unpaid amounts relating to that Service, within ten (10) Business Days of the date of that invoice.

11.1    Termination under clause 11.2

a) Cancellation under clause 11.2 do not apply if we need to change either or both of our General Terms or Standard Service because:

i. there is an increase in taxes or levies imposed by the law, or new taxes or levies imposed by the law come into place;
ii. there is a change to the costs of ancillary services (such as an increase in credit card or direct debit transactions fees imposed on us by third parties) as long as we have provided you with a reasonable alternative at no additional charge.  If we do not offer you such a reasonable alternative, then you may cancel the affected Service/s in accordance with clause 11.2;
iii. there is an increase in the charges imposed on us by third parties for international Carriage Services or content and premium services which we resell to you from a third party, provided:

a. we told you at the time we offered a Service to you that the prices were subject to change; and
b. we give you notice within a reasonable period if you have used an affected Service within a reasonable period prior to the date of the proposed change; or

iv. we need to make changes;

a. to comply with the law;
b. to address any issues of security in order to protect the integrity of the Service; or
c. to address any technical issues in order to protect the integrity of the Service.

11.2    Change to our General Terms or Standard Service

a) To the extent that you are a customer to which the TCP Code applies, if we make any change to either or both of our General Terms or Standard Service that we reasonably expect will have a material detrimental impact on you (excluding situations set out in clause 11.1), you may cancel the affected Service/s by complying with clause 11.2 (b) without incurring an Early Termination Fee, but you must:

i. pay us for any usage or network access charges incurred up to the date you cancelled the Service/s;
ii. pay us for any outstanding installation fees and equipment fees for goods or Services that we have provided to you;
iii. pay us the proportion of any fee or charge waived or foregone by us (for example, if we agree to waive a $500 fee partially in consideration for you entering into a two year contract with us and you terminate that contract at the 12 month point, you must pay us $250); and
iv. pay us for any amounts for Services requested by you and that are necessary for you to transition to an alternative service provider.

b) If you want to cancel a Service under clause 11.2 (a), and Your Contract is a consumer contract for the    purposes of the Competition and Consumer Act, you must provide written notice to us to that effect within 42 days of the date of our notice of the proposed change.  If Your Contract is not a consumer contract for the purposes of the Competition and Consumer Act, you must provide a written notice to us that effect within 20 days of the date of our notice of the proposed change.

11.3    Termination for cause

a) You may cancel your Service without liability at any time if we commit a material breach of Your Contract for that Service and:

i. you have notified us in writing of that breach, and we have failed to remedy it within 30 days after you give us notice requiring us to do so; or
ii. you have notified us in writing of that breach and the breach cannot be remedied.

b) We may, without liability, immediately suspend or cancel a Service and any related Service at any time by giving notice to you if:

i. you breach any of your obligations relating to the use of the Service or otherwise misuse the Service (including, without limitation, any use of the Services for illegal or unlawful purposes);
ii. we reasonably suspect fraud by you, your Personnel or any other person in connection with the Service or that any Service is being used in connection with any illegal activity or contrary to law;

a. comply with any law or an order or request of any relevant Regulatory Authority or person responsible for the enforcement of law;
b. protect any person, equipment or to attend to any emergency; or
c. protect or minimise the potential for loss of or damage to data or goods regardless of who they belong to;

iii. we cannot enter the Premises because of your, your Personnel’s or a third party’s act or omission when we need to do something in connection with the Service in order to supply the Service or make the Service or related equipment safe;
iv. you vacate the Premises;
v. you breach the terms of any of our Acceptable Use Policies or if we reasonably consider that your use of a Service is excessive or unusual under those Acceptable Use Policies (though if we do suspend or restrict a Service, you continue to be liable to pay for any charges incurred by you for any excessive or unusual usage);
vi. you breach a material term of Your Contract for a Service
vii. Supplier through whom we directly or indirectly supply Services to you terminates their agreement with us, or ceases to supply services to us, and we are not able to provide the Service using an alternate supplier on terms reasonably acceptable to us;
viii. you suffer an Insolvency Event or appear reasonably to us likely to do so;
ix. you suffer a Change in Control and we reasonably believe that it will or may affect us, our interests or your ability to comply with your obligations under Your Contract;
x. we reasonably consider that you no longer meet our Credit Rating requirements or we otherwise reasonably consider that you are likely to be unable to pay the charges for the Service;
xi. we are otherwise entitled to do so under another term of Your Contract or at law; or
xii. we are required to do so by law

11.4    Termination for Convenience

a) Notwithstanding any other provision of this Agreement to the contrary, you may terminate this Agreement by giving thirty (30) days’ written notice. In case of termination for convenience you agree to pay early termination fees.

14. Definitions

Acceptable Use Policies means any policies governing your use of our Services that we may notify you of from time to time.

Additional Charge means a charge on a time and materials basis, where all time is charged at our published rates as amended from time to time, and all materials on a pass-through cost basis plus handling and storage cost (if applicable).

Application means the request by you to us for us to provide you with a Service and may comprise of multiple documents in various media including, without limitation, a subsequent request by you to us to vary the Service in a form set out in a software application we have given you access to.

Business Day means a day that is not a Saturday, Sunday or public holiday in the state in which the Service is located.

Business Hours means the hours between 9.00am to 5.00pm on a Business Day in the state in which the Service is located.

Carriage Service has the meaning given in the Telecommunications Act.

Change in Control means, in relation to a party, that an event occurs such that the ability to control the board or the management and policies of the party passes to a person or persons who did not have that ability immediately before that event.

Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time and includes regulations and statutory instruments made under that act from time to time.

Confidential Information of a person means all information of that person (Owner) of a confidential nature, which another person (Recipient) first becomes aware, whether before or after the date of the original Application, either through disclosure by the Owner to the Recipient or otherwise through the Recipient’s involvement with the Owner. In the case of us, Confidential Information includes, without limitation, information relating to the design, specification and content of any software provided by us to you. Notwithstanding the foregoing, Confidential Information does not include information:

(a) the Recipient creates (whether alone or jointly with any person) independently of the Owner’s Confidential Information;
(b) that is public knowledge (otherwise than as a result of a breach of confidentiality by the Recipient or any person to whom it has disclosed the information); or
(c) obtained without restriction as to further disclosure from a source other than the Owner through no breach of confidentiality by that source.

Consequential Loss means:

(a) any Loss that is suffered or incurred by a party as a result of a fact, matter or circumstance which does not arise naturally (that is, according to the usual course of things) from the fact, matter or circumstance giving rise to the Loss;
(b) loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss  even if any of that Loss arises naturally (according to the usual course of things) from the fact, matter or circumstance giving rise to the Loss; and
(c) any penalties imposed by a Regulatory Authority.

Consumer Contract has the meaning given to that term in the Telecommunications Consumer Protection Code C628:  2007 as amended or replaced from time to time.

CPI means the All Groups, Consumer Price Index for Melbourne, Victoria published from time to time by the Australian Bureau of Statistics (ABS) for all groups (national) or, if the index is no longer published or if ABS ceases to exist, the published index which most closely resembles it.

CPI Increase means, as at an adjustment date, the percentage amount of the increase in CPI as at the adjustment date from the end of the same quarter in the previous calendar year or, if there has been no increase in CPI during that period, zero (0) percent.

Credit Information means:

(a) personal identifying details, including your name and current and previous addresses, date of birth, employer, and driver's licence number;
(b) the fact that we are a credit provider to you and any credit limit on your account;
(c) information about any payments which are overdue for at least 60 days, when recovery steps have been taken by us;
(d) where an overdue payment has been previously reported, advice that payment is no longer overdue;
(e) information about any payments including cheques, credit cards and direct debits which have been dishonoured;
(f) court judgments or bankruptcy orders made against you;
(g) the fact that, in our opinion, you have committed a serious credit infringement; and
(h) the fact that (and timing of) we have ceased providing a Service to you.

Credit Rating means information about your credit worthiness, credit standing, credit history or credit capacity that credit providers are entitled to give to each other under the Privacy Act.

Customer Service Guarantee means any performance standards issued under Part 5 of the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth).

Early Termination Fee means, in respect of each Service that is cancelled, the aggregate total of the following amounts:

(a)    the unrecovered proportion of the costs we have incurred in provisioning or providing the Service, such costs to be amortised on a straight line basis over the Minimum Term for the Service;
(b)    any costs that we incur in connection with the cancellation of the Service to the extent that we are unable to avoid such costs after taking reasonable steps to do so;
(c)    an amount equal to 75% of your actual monthly spend or the Minimum Monthly Charges in respect of the Service (whichever is greater for each particular month) averaged over the previous consecutive three billing months up to (and including) the billing month of cancellation multiplied by the number of billing months (or part thereof) between the date of cancellation and the end of your Minimum Term; and
(d)    an amount representing the difference between our standard charges for the Service and any discount to those standard charges, or any rebate, credit, technology fund or similar amount that we gave you, based on you meeting a certain volume of usage of the Service if, when you cancel the Service, the volume of the Service used by you has not, at any time, met that volume of usage of the Service.

Event not the Fault of Us means:

(a)    a breach of any provision of Your Contract by you;
(b)    a Force Majeure Event;
(c)    a negligent or fraudulent act or omission of you; or
(d)    a failure of any of your equipment not caused by us.

General Terms means this document

GST has the meaning given to that term in the GST Law.

GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

(a)    whenever a bankruptcy notice is issued in relation to you, bankruptcy proceedings are commenced against you, or you are declared bankrupt;
(b)    whenever any step is taken to enter into any scheme of arrangement between you and your creditors;
(c)    whenever any step is taken by a mortgagee to enter into possession or dispose of the whole or any part of your assets or business;
(d)    whenever any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person to you or to the whole or any part of your assets or business;
(e)    whenever you suspend payment of your debts generally; or
(f)    whenever you are or become unable to pay your debts when they are due or you are or are presumed to be insolvent for the purposes of any provision of the Corporations Act 2001 (Cth).

Letter means our letter we may send to you in response to your Application that confirms the existence of and content of Your Contract.

Loss means loss, damage, cost, expense or liability (including, without limitation to any third party) of any kind.

Minimum Monthly Charges means the minimum charges for a particular Service for each month during the term of Your Contract, as set out in your Application.  For the avoidance of doubt, if no minimum charges are specified in your Application as a minimum charge, no minimum charges apply.

Minimum Term means the minimum term for a particular Service, as stated and agreed to by you in your Application.  For the avoidance of doubt, if no period is specified in the Application as a minimum term, no minimum term applies.

Network Boundary Point means the network boundary point as specified in the relevant Standard Service Terms or otherwise determined in accordance with the Telecommunications Act.

Our Equipment includes equipment and cabling used in connection with the Service, and which we own or lease.

Our Network means any telecommunications network, equipment facilities or cabling controlled by us that we use to directly or indirectly supply the Services and includes any Supplier Network.

Personal Information means information or opinion about you from which your identity is apparent or can reasonably be ascertained.

Personnel means, in respect of a party, the directors, officers, employees, agents and contractors of that party and, in the case of you, includes your end users.

Plan means a plan applicable to the Service provided under the Standard Service Terms for that Service.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established pursuant to the PPSA.

Premises means locations at which we supply the Service, and locations to which we need to have access to supply the Service.

Privacy Act means the Privacy Act 1988 (Cth) and all regulations made under it.

Professional Services means the professional services provided to us pursuant to the relevant Standard Service Terms.

Public Addressing Identifier has the meaning given to that term.

Purchased Equipment has the meaning given to that term

Regulatory Authority means the Australian Communications and Media Authority, the Australian Competition and Consumer Commission, Communications Alliance, the Telecommunications Industry Ombudsman or any other government or statutory body or authority.

Related Corporation means a body corporate that is related to that entity in any of the ways specified in section 50 of the Corporations Act 2001 (Cth).

Secured Goods means all Purchased Equipment sold by us to you under Your Contract and, for avoidance of doubt, includes any proceeds in, or arising from, such Purchased Equipment.

Security Interest means an interest in personal property provided for by a transaction that, in substance, secures payment of money or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property), and also includes a transaction which the PPSA treats as a security interest whether or not the transaction concerned, in substance, secures payment or performance of an obligation.

Service means the service(s) which you have subscribed to (as set out in your Application and as further described in the Standard Service Terms) and includes any goods or equipment provided in connection with that service.

Solvency Letter has the meaning given to that term

Supplier means a third party supplier that we use to directly or indirectly supply the Services to you and expressly includes, without limitation, any third party who provides Carriage Services for resale by us to you.

Supplier Network means any telecommunications network, equipment, facilities or cabling of a Supplier.

TCP Code means the C628:2015 Telecommunications Consumer Protections Code as registered pursuant to section 117 of the Telecommunications Act, and as amended or replaced from time to time.

Telecommunications Act means the Telecommunications Act 1997 (Cth), as amended or replaced and includes regulations and statutory instruments made under those acts from time to time.

Telecommunications Legislation means the Telecommunications Act, the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth), the Telecommunications (Standard Form of Agreement Information) Determination 2003 and all telecommunications related provisions of the Competition and Consumer Act, each as amended or replaced from time to time and includes regulations and statutory instruments made under those acts.

Third Party Facilities has the meaning given to that term

Variation means any agreed arrangement between us which varies any one or more of the General Terms, the Standard Service Terms, any Letter and your Application.

Your Contract has the meaning given to that term

15. Appendix A - Standard Service Terms

13.1    Service Description

a) Supply of the UCaaS and Cloud Voice Services available under the UCaaS section of the SASBOSS system (together being known as the “Services/s”).

13.2    Ordering

a) Unless otherwise agreed, all Services are ordered through the SASBOSS system, and the price will be as per the Accepted Order.

b) You acknowledge that other additional products or services may be required in order for certain Services to be able to operate as intended. It is your responsibility to ensure that you have ordered all the correct additional products or services.

c) Certain Services are only available as ‘add-ons’ to other Services. You acknowledge that you will not be able to order these ‘add-on’ Services if you have not first purchased the basic pre-requisite Services that are required to operate these ‘add-on’ Services.

d) You accept that we may impose minimum quantity or other restrictions on the ordering of certain Services to ensure it is commercially and technically viable for us.  

13.3    Minimum Requirements

a) There are minimum operating requirements and conditions which must be met in order for certain Services to operate in their intended way. These minimum operating requirements and conditions are set out below in this section and/or advised by us from time to time.

b) It is your sole and on-going responsibility to ensure you comply with these minimum operating requirements and conditions and we have no liability for any loss or faults due to your failure to comply.

c) UCaaS products, Cloud SIP and Cloud ISDN Channels require a minimum of 100k of available bandwidth per active voice channel to meet the requirements for reliable voice quality.

d) UCaaS products supporting video need to allocate between 512k and 4092k of bandwidth per session depending on the video quality selected.

e) It is your sole and on-going responsibility to ensure you procure the necessary connectivity to allow the services to operate at an optimal level as per clause 4.3 and 4.4. In the event the connectivity is not suitable we will use our best efforts to ensure the Services will operate as required under Your Contract, but are not liable for any damage or loss you incur, if you decide to provision the Services in another way.

f) DID numbers are required as an additional service to allow communication onto the public network.

g) Cloud SIP and Cloud ISDN Channels provided as a Trunk will only accept the following CODECs:
•    G711 alaw (20ms Packetisation)
•    G711 ulaw (20ms Packetisation)

h) Call Packs are allocated at the enterprise level only and every individual user must have their own call pack assigned. Call Packs cannot be mixed and matched in the same Enterprise.

i) Service availability and quality may differ from a standard telephone service as it is subject to network and internet congestion and your compliance with the minimum operating requirements.

j) You accept that the Service may not be appropriate if a user has a disability, serious illness, life threatening condition or if for any other reason a user requires uninterrupted phone line access to 000 emergency services. If a user requires uninterrupted phone line access to emergency services, it is your responsibility to notify them of the requirement to ensure such access and we will not be liable for any loss suffered due to any failure to procure such access.

k) We provide a defined list of compatible hardware which is available through SASBOSS, we accept no liability and are not required to provide support if you connect unauthorized or untested devices.

13.4    Acceptable Use

a) You must not:

i. use equipment or software to overcome, manipulate or bypass any limitations or charges that we have placed on the Services; or
ii. use the Services in such a way that we believe would unreasonably affect other users on the network. 

b) You agree to only send caller identification information which ACMA has deemed to be valid. We may immediately without notice over-stamp any phone numbers which we believe is a contravention of this clause. 

c) In the event of call recording software being used, you must obtain consent from all parties prior to using the software.

d) In relation to the call pack Services, you must not:

i. use the included call pack Services for contact centre or telemarketing purposes, without our written permission. We may immediately suspend your Service if we suspect such unacceptable use;
ii. resell or aggregate Services to downstream customers (i.e. you must purchase on a one-to-one basis, where there is one call pack per user license); or
iii. exceed reasonable business use. (Unless otherwise stated “reasonable business use” in this context means up to 1000 minutes of fixed-to-national calls and up to 500 minutes of fixed-to-mobile calls per call pack product).

13.5    Service Levels

a) The below table outlines the service availability which we will endeavour to provide for the various Services (“Service Availability Targets”);

Service	Service Availability Target
Access4’s UCaaS Platform and Datacentre availability	99.99%
Access via Application based clients	Best Effort*
*For the purposes of this document “Best Effort” means that we will make good-faith efforts to achieve the best result having regard to the circumstances, however we cannot (and do not) guarantee any set level of service availability.

 

b) Fault reporting and target response and restoration times

i. Before reporting any faults to us, you must triage the issue and take all reasonable steps to ensure there is no fault with any third-party equipment/services or within your administrative domain.
ii. If you rely on equipment supplied by us, you must specifically ensure that such equipment is connected, receiving power and cooling as required to be operational.  
iii. As soon as you have confirmed that the fault is related to the Service supplied by us, that fault must be:

a. logged through our service desk via email and you must supply all required information as instructed in the Helpdesk Guide; or
b. in the event that email is not available, through our support desk number outlined in the Helpdesk Guide.
c. We will respond to faults in order of their severity as set out in the following table:

 Faulty Severity Classification Table

Severity	UCaaS, CCaaS, Managed Voice
Critical	Loss of ability to make and receive calls impacting >10% of enterprise Inability to make emergency services calls Complete loss of connectivity (1) responsiveness
Major	Loss of ability to make and receive calls impacting <10% of enterprise Loss of enterprise feature e.g. Voicemail or IVR Intermittent phone registration / call problems or connectivity issues (1) Persistent call quality issues
Minor	Individual call and or phone registration issues Phone handset DOA and warranty claims (2) Intermittent call quality issues
Informational / MAC	Moves, Adds and Changes not available in SASBOSS or need to be requested manually including; Informational billing / usage / CDR requests
(1) Loss of connectivity does not apply to services where we cannot see an issue in the cluster and the problem is limited to your Enterprise (2) BYO devices are not supported by our Help Desk

d) Depending on the severity of the fault (as classified above) we will use our reasonable efforts to provide a response, restoration and a resolution within the times set out in the following table:

Target Response, Restoration & Resolution Times

Severity	Response Time	Restoration(3)	Resolution	Coverage
Critical	15 Minutes (1)(2)	4 Hours (2) (5) (3)	24 Hours (2)	24x7
Major	1 Hour (2)	8 Hours (2) (3)	2 Business Days (2)	Business Hours
Minor	1 Business Day (2)	2 Business Days (3)	2 Business Days	Business Hours
Informational / MAC	1 Business Day	NA	2 Business Days	Business Hours
(1) Critical faults which occur after-hours will have an extended response time of 1 hour. (2) Does not apply to Access4 Communicator (PC and Mac) Access4 UC-One (IOS and Android) or other application clients. (3) Restoration is aimed at resolving the immediate issue to get the customer working. This is a temporary fix and further remediation work may be required in order for there to be a resolution. In some circumstances there will be no need for restoration and the fault can be rectified and a resolution reached immediately. In cases where restoration is dependant on access to customer sites afterhours, if such access is not granted then targets cannot be achieved. Tickets waiting on the customer with no response for 5 days will be closed as resolved.

 

 

16. Complaints

All complaints relating to Cloud Voice Exchange products and services should be emailed to complaints@generation-e.co