By subscribing to and/or using Services provided by TelcoEdge Pty Ltd ABN 58 102 226 853 whose operations are located at Innovation Centre, 288 Glen Osmond Road, Fullarton, South Australia, 5063 (hereinafter called "we", "us" or "TelcoEdge"), you being the legal entity or person subscribing to and/or using the Service (hereinafter called "you" or "Client"), you agree as follows.
This Agreement may be amended by TelcoEdge from time to time and such amendments take effect immediately upon publication on our website. You should therefore regularly check our website for updated terms and conditions.
This Agreement does not apply if and to the extent otherwise agreed between TelcoEdge and the Client in writing.
Reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, authority, or other entity. Singular references include plural and visa versa. Reference to a person includes that person's legal representative, permitted assigns and successors.
3. Our Obligations
On agreeing to these terms and conditions and payment by the Client of the Fees, TelcoEdge shall make all reasonable attempts to ensure the service is available twenty four (24) hours a day seven (7) days a week, except for scheduled downtime notified in advance to the Client with such downtime occurring outside of business hours when there is minimal traffic on the system.
4. Card Holder Data Security
a. TelcoEdge is responsible for ensuring the security of Card Holder Data in our possession and will maintain all reasonable administrative, technical and physical processes to protect all information regarding you and your customers that is stored in our systems from unauthorized access and accidental loss or modification. We cannot guarantee that unauthorized third parties will never be able to circumvent those measures or use such personal information in this case. You agree that you provide this personal information regarding you and your customers at your own risk. TelcoEdge shall not be liable in any way for loss or damage suffered by You or your customers due to any unauthorised access.
b. Client agrees to not record or store cardholder data using a TelcoEdge Service including not recording the audio of a call during a process that collects cardholder data, not entering cardholder data in free form text fields in TelcoEdge interfaces (this does not apply to secure and dedicated TelcoEdge provided fields specifically designed for entering cardholder data), and not entering cardholder data in email or SMS messages and sending through TelcoEdge services.
c. Where Client intends to use a Service to collect cardholder data they agree to gain prior written agreement from TelcoEdge.
Performance of the Service is dependent on factors outside our control, including traffic on and technical difficulties with the Internet, telephone networks, SMS and Email systems where they apply to your Service. Except in so far as liability cannot be excluded under the provisions of any State or Commonwealth Act in no event will TelcoEdge be liable to you for any direct or indirect loss or damage whatsoever including any consequential special or incidental damages and including without limitation, damages resulting from loss of life, injury, loss of or damage to property, loss of data, loss of profits or business interruption, or cost of cover, whether based on breach of contract, tort (including negligence), product liability or otherwise. This limitation will apply even if TelcoEdge has been advised of the possibility of such damages. TelcoEdge shall not be obliged to put in place any substitute or alternative service should there be a failure of or delay in providing the Service.
The client indemnifies TelcoEdge against all liability costs (including costs on a full indemnity basis), expenses, loss and damage suffered or incurred by TelcoEdge in connection with any action, claim or demand which may be instituted against TelcoEdge arising out of:
a. any willful or negligent act or omission by the Client, the Clients' employees, agents or contractors; and
b. any allegation or claim that the rights (including intellectual property rights) of any person or corporation have been infringed by the advertising of the Service(s) and/or content of the Service(s) notwithstanding by whom the allegation or claim is brought or made.
The Client acknowledges that any indemnity is a continuing obligation, is independent of other obligations and continues after TelcoEdge has ceased to supply the Service(s) and furthermore that it is not necessary for TelcoEdge to incur expense or make payment before enforcing a right of indemnity.
7. Using the Service
The Client will not use the Service for Abuse. Abuse will be reported to law enforcement agencies and damages may be sought. The Client is responsible for determining the suitability of the Service for its particular needs. The Client is responsible for verifying any telephone number provided and making a successful test call and viewing that call record in their TelcoEdge provided interface prior to publishing that number. The Client is responsible for the security of its account, including user name, password, and usage of the Service. The Client will not make or publish or cause to be made or published any false, misleading, deceptive or mis-descriptive statement or information in relation to the Service which may give rise to any liability to TelcoEdge. Where a Service Provider resells a TelcoEdge service, unless otherwise agreed in writing, TelcoEdge retains the Rights of Number Holder (as defined by the Australian Communications Industry Forum) of the telephone number and/or service. TelcoEdge does not recognise any Service Provider as an agent for any user of a service for the purpose of porting any telephone number (where allowed) and may require appropriate evidence of receipt of an original request to port a telephone number from the user of that number before agreeing to any porting of that number. Support for custom interfaces is not provided unless agreed in writing by TelcoEdge.
8. Do Not Call Register
The Do Not Call and Do Not Fax Register, established under the Do Not Call Register Act 2006 (DNCR Act), provides Australians with the opportunity to opt out of receiving most telemarketing calls and fax transmissions. Under the DNCR Act, it is prohibited to make an unsolicited telemarketing call or fax to a number listed on the register without consent, unless the call falls within an exempt category. You agree to abide by the DNCR Act and not use the Service in any way that may breach the DNCR Act. Where you cause an employee or agent to make telemarketing calls or faxes then you agree to ensure that the employee or agent complies with the DNCR act. Where using the service for telemarketing purposes you agree to provide effective training of your staff in all matters that ensure compliance with the DNCR Act. You agree to maintain a comprehensive record of all telemarketing activity performed, including but not limited to the content sent, the phone or fax number dialled, the time and date, call duration and call outcome. By using the Service you agree that you are responsible for sourcing any calling lists and for washing any calling lists in accordance with the DNCR Act. You agree to provide contact details for a person or position for enquiries about DNCR Act matters including legal, technical, consumer complaints and enquires. You agree to ensure that consumer complaints are addressed and recorded in accordance with the DNCR Act. Information on the Do Not Call Register is available at www.acma.gov.au and www.donotcall.gov.au
This agreement is exclusively governed by the laws of South Australia and each party submits exclusively to the jurisdiction of the South Australian courts system. If there is a determination that any provision of this Agreement is invalid or unenforceable, that provision will be severable and that determination will not affect the rest of the Agreement and the Agreement shall be deemed amended to the minimum extent necessary to make it valid and enforceable.
10. Charges & Payment
Pricing of the Service and payment terms may change without notice. The Client agrees to pay TelcoEdge the Fees set out in the relevant product schedules by the due date. TelcoEdge may invoice Fees in respect of previously unbilled Services which were performed in an earlier period. Unless otherwise agreed, payment of Fees is on a pre-paid basis. Where post payment of account has been agreed and a change in credit risk occurs, TelcoEdge may revoke the agreement for post-payment and change the terms to prepayment immediately upon notice by email to you. Where Client credit history is unknown to TelcoEdge or if TelcoEdge determines (in its absolute discretion) that there may be a risk in receiving payment in full from you, TelcoEdge may process an interim payment part way through the billing cycle on your nominated credit card, or request an interim payment to be made by bank transfer to be received by TelcoEdge within 2 business days, and any such interim payment received will be applied as a credit on your next invoice. Whilst recurring service and/or support Fees are normally payable in advance of the billing period and usage Fees are calculated in arrears of the billing period we may estimate usage fees and charge them in advance with any adjustment made when usage is known. Where payment is made by bank transfer the Client agrees to include the entity name that they use in dealing with TelcoEdge in the bank transaction record, and TelcoEdge may (in its absolute discretion) charge a manual bank handling fee of $3.95 per month. Where payment is made by credit card you irrevocably authorise TelcoEdge to automatically debit any fees payable pursuant to this agreement against your credit card and to disclose your personal details to credit institutions in order to verify your details and to determine your ability to pay for the Service. Where payment is made by direct debit you irrevocably authorise TelcoEdge to automatically debit the subscribed fees for the Service provided against your nominated account with your financial institution and to disclose your personal details to credit institutions in order to verify your details and to determine your ability to pay for the Service. If you do not pay your Fees in full by the due date or any credit card payment or direct debit payment is declined TelcoEdge may suspend and or disconnect the service, with or without prior notice to you. TelcoEdge reserves the right to charge a $22 dishonour fee. TelcoEdge reserves the right to charge a $22 late payment fee. Where a Service has been disconnected due to non payment of Client account in full TelcoEdge reserves the right to charge a $25 reconnection fee.TelcoEdge shall be entitled to offset any amount owed by a Client against any monies that may be otherwise payable to the Client. The Client agrees to pay all costs associated with collection of debts including debt collection agency fees and Court and legal fees on a solicitor and own client basis. In addition the Client agrees to pay interest on any account remaining unpaid after the due date for payment, at the rate of 30% per annum calculated on a daily basis from the due date for payment until payment in full is made including any late payment fees and interest. TelcoEdge reserves the right to charge the Client a minimum total billable amount of $5 per month.
11. Billing Disputes
TelcoEdge is committed to ensuring that its invoices are accurate and unless the Client provides reasonable substantiation of its claim, TelcoEdge is entitled to rely on its records as proof of usage and charges incurred. If the Client requests TelcoEdge to investigate a dispute using material provided by the Client, the Client must pay TelcoEdge's fees for TelcoEdge to investigate the material provided.
12. Free Trials
No obligation free trials may be offered to you at the absolute discretion of TelcoEdge to provide you with an appreciation of our unique feature rich services and exceptional customer care. Usage limits may be applied and the trial may be withdrawn at any time at the absolute discretion of TelcoEdge.
a. Where one party ('supplying party') makes a Taxable Supply to another party ('receiving party') and the consideration for that supply is not expressed to be inclusive of GST, then subject to receiving a Tax Invoice, the receiving party must pay an additional amount when it pays or provides that GST exclusive consideration, equal to the value of that GST exclusive consideration (without deduction or set-off), multiplied by the prevailing GST rate.
b. If one party must indemnify or reimburse another party ('payee') for any loss or expense incurred by the payee, the required payment does not include any amount which the payee (or an entity that is in the same GST group as the payee) is entitled to claim as an Input Tax Credit, but will be increased if the payment is consideration for a Taxable Supply.
c. 'GST', 'Tax Invoice', 'Input Tax Credit' and 'Taxable Supply' have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
This Agreement begins on the date it is first agreed by you and continues for the initial term of one calendar month unless otherwise specified in the product schedule or agreed by TelcoEdge in writing. After expiry of the initial term, the Agreement will automatically continue until one party gives the other party written notice that it does not wish to continue with the Agreement by providing at least 7 days notice.
15. Suspension & Termination
a. Either party may terminate this Agreement by providing 7 days notice of termination of the Service to the other party. If the Client terminates the Agreement prior to completion of the Initial Term it agrees to pay TelcoEdge the remaining Fees for the remaining period of the Initial Term except where the Client terminates for breach by TelcoEdge of this Agreement. TelcoEdge reserves the right to take action where TelcoEdge believes that Abuse is occurring, which may include monitoring, diminished Service, suspension or termination of the Service and passing information to law enforcement agencies where it is lawful and appropriate to do so.
b. If the Client or TelcoEdge become subject to any form of insolvency administration; or being a partnership, dissolves, or resolves to dissolve; or being a natural person, dies, or (in the case of TelcoEdge) the Service becomes unavailable for a period in excess of one month, the other party may terminate this Agreement immediately by notice in writing to the other party.
c. Where the Client does not pay their Fees in full by the due date TelcoEdge may immediately suspend or terminate the service.
d. No refunds are provided on termination.
16. Force Majeure
Where a party is unable, wholly or in part, by reason of an event of Force Majeure, to carry out any obligation under this Agreement and that party:
a. gives the other party prompt notice of, and reasonable particulars of, that event of Force Majeure and, so far as known, the probable extent to which it will be unable to perform or be delayed in performing that obligation; and
b. uses all possible diligence to remove that event of Force Majeure as quickly as possible, that obligation is suspended so far as it is affected by, and during the continuance of, that event of Force Majeure.
17. Privacy and Security
Only to the extent permitted by law and required to meet any applicable regulatory obligations and to the extent necessary for the purposes of providing the Service to the Client, TelcoEdge may monitor, record, process and store any information or communications transmitted, received, stored or processed by the Client. TelcoEdge may not monitor, record, or store any such information for any other purpose. TelcoEdge will treat the information as confidential and will comply with the Privacy Act and other regulatory obligations in relation to that information and will not without the Client's prior written consent disclose such confidential information to a third party except where required by law or contemplated by this Agreement. TelcoEdge will use reasonable endeavours to secure the Data from unauthorised access and will require its employees who have access to the Data to execute non-disclosure agreements. TelcoEdge's obligation under this clause shall survive termination of this agreement.
If during the performance of its obligations under this Agreement either party ('the Receiving Party') is exposed to any information of the other ('the Disclosing Party') which the Disclosing Party identifies as being of a confidential or sensitive nature, or information which the Receiving Party ought reasonably to know is of a confidential or sensitive nature, the Receiving Party shall respect the confidentiality of such information and will not use it save insofar as it's use is necessary in the performance of its obligation under this Agreement and the Receiving Party shall restrict dissemination of such information to its employees on a need-to-know basis.
The obligations accepted by the Receiving Party shall not apply to any material which:
a. is already known to the Receiving Party, or
b. is public knowledge or becomes public knowledge without fault on the Receiving Party's part, or
c. is lawfully received from a third party, or
d. is ordered to be disclosed by a court or other tribunal of competent jurisdiction.
The obligations upon the Receiving Party shall not oblige the Receiving Party to exercise a higher degree of care towards the Disclosing Party's confidential information than it does towards its own information of a like nature.
In it's public statements and published material TelcoEdge may refer to the Client as it's client.
a. TelcoEdge reserves all rights and ownership of the service provided including intellectual property, designs, drawings, documentation, layouts, TelcoEdge supplied audio, trademarks, patents and copyright. The Client must not itself attempt, or allow, or cause a third party to decompile, disassemble, reverse engineer, copy, reproduce, transmit or modify the software or service in whole or in part. All TelcoEdge related content, and images served onto public web pages shall be served exclusively by TelcoEdge. In case of doubt these rights include the interface layout, telephony functions, TelcoEdge supplied audio, global and end user settings, processes and methods used to provision or configure services including abuse controls and reporting.
b. If, in TelcoEdge's reasonable opinion, the Client is not complying with its obligations under clause 6, TelcoEdge and or it's interconnecting carriers may take any steps necessary to ensure TelcoEdge’s compliance with law, industry codes, or notification from a government or regulatory authority and take such action as TelcoEdge deems necessary.
c. TelcoEdge and or it's interconnecting carriers may intercept communications and provide call related information to government or regulatory authorities or law enforcement agencies, to the extent required by law to do so, and may (but is not obliged to) monitor the usage of the Service and communications sent over it for compliance with this Agreement and to protect the TelcoEdge Network and its other Clients.
d. TelcoEdge may scan Client Services and equipment and test the security of the Service, in order to assist the Client to keep the Service secure from unauthorised access, but TelcoEdge is not obliged to carry out such scan or test.
20. Employment of TelcoEdge Employees by Client
Client agrees that neither Client nor any related person or organisation will, directly or indirectly, contact, approach or in any way engage any TelcoEdge employee supplied by TelcoEdge, as an employee, consultant or in any other capacity during the term of or within twelve (12) months after the end of any agreement with TelcoEdge.
21. Provision of Information Upon Termination
In the event this agreement is terminated by either party you do not have the right to receive and TelcoEdge has no obligation to provide to you any information about your settings or any other information whatsoever, whether provided by you to TelcoEdge or entered by you through a portal, or otherwise.
This Agreement constitutes the entire Agreement of the parties about its subject matter and supersedes all previous Agreements, understandings and negotiations on that subject matter.
This is your Direct Debit Service Agreement with TelcoEdge Pty Ltd. It explains what your obligations are when undertaking a Direct Debit arrangement with us. It also details what our obligations are to you as your Direct Debit provider.
This Agreement forms part of, and should be read in conjunction with, your Direct Debit Request authorisation.
2. Debiting Your Account
By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you.
We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request;
or we will only arrange for funds to be debited from your account if we have sent to the address nominated by you in the Direct Debit Request, a billing advice which specifies the amount payable by you to us and when it is due.
If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution.
3. Amendments by us
We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.
4. Amendments by you
You may change, stop or defer a debit payment, or terminate this agreement by providing us with at least 14 days notification by writing to:
TelcoEdge Pty Ltd
PO Box 434
or, by telephoning us on 1300 20 88 20 during business hours;
or, arranging it through your own financial institution, which is required to act promptly on your instructions.
5. Your obligations
It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.
If there are insufficient clear funds in your account to meet a debit payment:
You should check your account statement to verify that the amounts debited from your account are correct.
If you believe that there has been an error in debiting your account, you should notify us directly during normal business hours by telephone on 1300 20 88 20 and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly. Alternatively you can take it up directly with your financial institution.
If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging for your financial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your account has been adjusted.
If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.
You should check:
a. with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions.
b. your account details which you have provided to us are correct by checking them against a recent account statement; and
c. with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.
We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.
We will only disclose information that we have about you:
If you wish to notify us in writing about anything relating to this agreement, you should write to:
TelcoEdge Pty Ltd
PO Box 434
We will notify you by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request.
Any notice will be deemed to have been received on the third banking day after posting.
This policy applies to services which are stated to be subject to the TelcoEdge Fair Use Policy ('FUP') to ensure the availability of services to all TelcoEdge customers and that the services are not used in an unreasonable manner.
We reserve the right to vary the terms of the FUP from time to time.
TelcoEdge may rely on FUP where your usage of a service is unreasonable as defined below.
It is unreasonable use of a service where your use of the service is reasonably considered by TelcoEdge to:
This policy is supplementary to and does not limit any of TelcoEdge's rights.
If we reasonably consider your use of the service is unreasonable, we may at our sole discretion, without telling you before we do so, suspend, restrict access or terminate your access to the service.
If we terminate your service and you have agreed to a fixed contract term, you must pay the applicable early termination fee.
With every card payment you process you and your customer are entering into an agreement. This means that you may be held liable for the amount of the payment if there’s a payment dispute or chargeback related to the transaction.
Card not present transactions are those where neither the card nor the cardholder are present at the point of sale, such as internet or mail order/telephone order purchases. Merchants who accept card not present transactions face a higher risk of becoming victims of fraud as the anonymity of card not present transactions make them appealing targets for fraudsters.
The following tips may help reduce the possibility of fraudulent card not present transactions.
Recognising Fraudulent Buyers
Here are some possible warning signs from buyers to look out for: