TelcoEdge Pty Ltd - Terms and Conditions

By subscribing to and/or using Services provided by TelcoEdge Pty Ltd ABN 58 102 226 853, Email: sales@telcoedge.com.au, Phone: 1300 208 820 (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.

TelcoEdge may amend this Agreement from time to time. Material amendments take effect thirty (30) days after notice to the Client by email to the Client's nominated billing email address or by publication on the TelcoEdge website. Non-material amendments (including corrections, clarifications, and changes required by law or regulation) take effect on publication. You should 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.

1. Definitions

'Abuse' includes, but is not limited to, creating or indirectly causing nuisance phone calls, using a stolen or invalid credit card, improperly using a credit card, creating a virus, hacking, spamming, or distributing, providing, publishing, or promoting material that is harassing, illegal, offensive, defamatory, obscene, threatening, or which contravenes intellectual property rights, or is potentially harmful to TelcoEdge or knowingly distributing a virus. Abuse also includes abusive, threatening, harassing, intimidating or unreasonably persistent conduct directed at TelcoEdge personnel.

'Agreement' means the terms and conditions and any additional schedules that apply to the Service.

'Cardholder Data' means credit card primary account number, expiry date and CVV.

'CVV' means Credit Card Verification Value such as the 3 digit number on the rear of Mastercard and Visa cards.

'Data' means any data or information, including cardholder data, transmitted, processed or received using TelcoEdge Services.

'Fees' means the fees and charges charged by TelcoEdge for providing the Service as set out in the relevant pricing schedule on our website or as agreed in writing by TelcoEdge.

'Force Majeure' means anything outside the reasonable control of a party, including but not limited to explosion, earthquake, fire, flood, storm, tsunami, rebellion, riots, sabotage, terrorism, war, quarantine restriction, labour dispute, transportation embargo or delay, epidemic, pandemic, government-imposed lockdown or restriction, power shortage or outage, acts of public enemy, Internet failure, telephone carrier failure, upstream cloud or hosting provider failure, denial-of-service attack, ransomware, or other cyber attack.

'Initial Term' means the initial term specified in the relevant product schedule, order form, or written agreement between TelcoEdge and the Client. Where no initial term is specified, the Initial Term is twelve (12) months.

'PCI DSS' means the Payment Card Industry Data Security Standard version 4.0.1, or such later version as is then current.

'PSTN' means the Public Switched Telephone Network and does not include VoIP data networks.

'Service' means the provision of telephony services as set out in the relevant product description on our website or as agreed in writing by TelcoEdge.

'Service Provider' means a reseller of TelcoEdge services or a Carriage Service Provider as defined under the Telecommunications Act 1997 (Cth) and the relevant industry codes administered by Communications Alliance.

'TelcoEdge' means TelcoEdge Pty Ltd (previously called Skunkworks Australia Pty Ltd), and its successors, transferees and assigns.

'TIO' means the Telecommunications Industry Ombudsman.

'VoIP' means Voice over Internet Protocol phone-type services that communicate over a data network rather than the PSTN.

2. Interpretation

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 vice versa. Reference to a person includes that person's legal representative, permitted assigns and successors.

3. Our Obligations and Service Levels

a. TelcoEdge will use reasonable endeavours to make the Service available on a continuous basis, subject to scheduled and unscheduled maintenance, force majeure events, and matters outside TelcoEdge's reasonable control. Maintenance windows will, where reasonably practicable, be scheduled outside business hours.

b. No service level commitments, uptime guarantees, response-time obligations, or service credits apply to the Service unless expressly agreed in a separate written service level agreement signed by TelcoEdge. Statements regarding availability or performance elsewhere in this Agreement, on our website, or in marketing material are targets, not guarantees.

4. Cardholder Data Security

a. TelcoEdge Responsibilities. TelcoEdge will maintain compliance with PCI DSS as applicable to the services we provide. TelcoEdge will implement and maintain reasonable administrative, technical, and physical security measures to protect Cardholder Data stored, processed, or transmitted through our systems in accordance with PCI DSS requirements. TelcoEdge will, on written request, provide the Client with a written acknowledgement of TelcoEdge's PCI DSS responsibilities for cardholder data that TelcoEdge stores, processes, or transmits on behalf of the Client, in accordance with PCI DSS Requirement 12.9.

b. Client Responsibilities. Clients are responsible for ensuring their own compliance with PCI DSS when collecting, storing, or transmitting cardholder data, including when using TelcoEdge's services. Specifically, the Client agrees:

i. only to use TelcoEdge services that are explicitly designated by TelcoEdge as suitable for the storage, processing or transmission of cardholder data, and only in accordance with the relevant product documentation;

ii. to comply with all relevant PCI DSS requirements applicable to their business and operations;

iii. to ensure employees, agents, and contractors adhere to PCI DSS requirements when using TelcoEdge services.

c. Prohibited Activities. The Client agrees not to circumvent, disable, or compromise TelcoEdge's security controls or systems designed to protect cardholder data. Any failure to comply with this clause may result in the immediate suspension or termination of services, and the Client will be held responsible for any damages, penalties, or liabilities arising from non-compliance.

5. Liability

a. 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.

b. Except in so far as liability cannot be excluded under any State or Commonwealth Act, in no event will TelcoEdge be liable to you for any indirect, consequential, special or incidental damages, 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 exclusion will apply even if TelcoEdge has been advised of the possibility of such damages.

c. To the maximum extent permitted by law, TelcoEdge's total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of:

i. the total Fees paid by the Client to TelcoEdge for the Service in the twelve (12) months immediately preceding the event giving rise to the liability; or

ii. AUD $10,000.

d. 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.

6. Indemnity

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 wilful or negligent act or omission by the Client, the Client's 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

a. The Client will not use the Service for Abuse. Abuse will be reported to law enforcement agencies and damages may be sought.

b. The Client is responsible for determining the suitability of the Service for its particular needs.

c. Number verification. 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 or otherwise relying on that number.

d. Account security. The Client is responsible for the security of its account, including user name, password, and usage of the Service.

e. 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.

f. Number Holder rights. Where a Service Provider resells a TelcoEdge service, unless otherwise agreed in writing, TelcoEdge retains the Rights of Number Holder (as defined in the relevant industry code administered by Communications Alliance) 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.

g. 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 (Cth) (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 enquiries. 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.

9. Governing Law

This Agreement is governed by the laws of Queensland, Australia and each party submits to the exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from those courts. 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 and Payment

a. TelcoEdge may change the pricing of the Service and payment terms by giving the Client at least thirty (30) days prior written notice. Notice may be given by email to the Client's nominated billing email address or by publication on the TelcoEdge website. The revised pricing or terms take effect from the date specified in the notice (being not less than 30 days after the notice is given) and apply to all Fees accrued on or after that date.

b. Notwithstanding paragraph (a), TelcoEdge may pass through changes to wholesale carrier rates, government charges, taxes, regulatory levies, or charges imposed by an upstream supplier with such notice as is reasonably practicable in the circumstances, which may be less than 30 days.

c. Where the Client does not accept a price increase notified under paragraph (a), the Client may terminate the affected Service by giving TelcoEdge written notice prior to the effective date of the change. In that case the existing pricing continues to apply until the effective date, the Service ends on the effective date, and no early termination fees apply in respect of that termination. Paragraph (b) pass-through changes do not give rise to a right of termination under this paragraph.

d. 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.

e. 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 the Client. 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 the Client, TelcoEdge may process an interim payment part way through the billing cycle on the Client's 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 the next invoice.

f. 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.

g. 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.

h. Where payment is made by credit card, the Client irrevocably authorises TelcoEdge to automatically debit any fees payable pursuant to this Agreement against the Client's credit card and to disclose the Client's personal details to credit institutions in order to verify those details and to determine ability to pay for the Service.

i. Where payment is made by direct debit, the Client irrevocably authorises TelcoEdge to automatically debit the subscribed Fees against the Client's nominated account with the financial institution and to disclose the Client's personal details to credit institutions in order to verify those details and to determine ability to pay for the Service.

j. If the Client does not pay Fees in full by the due date, or any credit card or direct debit payment is declined, TelcoEdge may suspend and/or disconnect the Service, with or without prior notice.

k. TelcoEdge reserves the right to charge a dishonour fee of $150 per dishonoured payment, a late payment fee of $55 per overdue invoice, and where the Service has been disconnected due to non-payment a $150 reconnection fee. These fees represent reasonable cost recovery for administrative time, banking charges, and credit management.

l. No set-off. All Fees must be paid in full without set-off, deduction, withholding, or counterclaim. The Client must continue to pay all undisputed amounts on time during the currency of any dispute, including any dispute notified under clause 12 or clause 33.

m. TelcoEdge shall be entitled to offset any amount owed by the Client against any monies that may be otherwise payable to the Client.

n. 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.

o. The Client agrees to pay interest on any account remaining unpaid after the due date for payment, at the rate of twelve percent (12%) 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.

p. TelcoEdge reserves the right to charge the Client a minimum total billable amount of $5 per month.

q. Withholding services for unpaid Fees. Where the Client has any overdue Fees, TelcoEdge may withhold provision of any further Services, refuse new orders or change requests, refuse to process number ports out, and withhold any data exports or reports, until all overdue Fees (including interest, fees, and recovery costs) are paid in full.

r. Credit reporting. The Client authorises TelcoEdge to disclose information about the Client's payment history to credit reporting bodies (including but not limited to Equifax, illion, and CreditorWatch) and to obtain credit reports about the Client from credit reporting bodies, in accordance with the Privacy Act 1988 (Cth) and the Privacy (Credit Reporting) Code.

11. Billing

a. All invoices and billing notices will be delivered by email in accordance with clause 34 (Notices). The Client must ensure the email address can receive and accept emails sent from TelcoEdge.

b. Provided that we use our best endeavours to deliver your email bill or other billing notices, your TelcoEdge account(s) remain payable by you by the due date specified in the bill, whether or not you receive, read or access your email bill, online bill, or any notices from us regarding your TelcoEdge account(s).

c. It is your responsibility to:

i. keep your contact details and billing notices address up to date and notify us of any changes;

ii. ensure that you have sufficient space available in your email mailbox to receive our billing notices;

iii. contact us if you do not receive your email bill or any billing notices. You may wish to first check your junk email folder to see if your billing notices have been delivered there instead of your Inbox.

12. 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. The Client must continue to pay all undisputed amounts during the investigation.

13. Free Trials

No-obligation free trials may be offered to the Client at the absolute discretion of TelcoEdge to provide an appreciation of our feature-rich services and customer care. Usage limits may be applied and the trial may be withdrawn at any time at the absolute discretion of TelcoEdge.

14. Equipment

Unless specified otherwise, TelcoEdge services are inbound services and only require an existing landline, VoIP or mobile phone capable of making calls on the PSTN. Where services are configured to provide a subsequent outbound service, those services also only require an existing landline, mobile phone or VoIP phone capable of receiving calls from the PSTN.

15. GST

Unless stated otherwise, all Fees are exclusive of GST. The Client must pay GST in addition to the Fees on receipt of a valid Tax Invoice. 'GST' and 'Tax Invoice' have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

16. Service Availability and Data Protection

a. TelcoEdge maintains business continuity and disaster recovery procedures designed to minimise service disruptions, including geographically redundant infrastructure. However, no service can guarantee uninterrupted availability, and scheduled maintenance or unforeseen circumstances may affect service access.

b. TelcoEdge maintains commercially reasonable technical and organisational measures designed to protect service availability and data integrity.

c. The Client remains responsible for:

i. maintaining copies of business-critical records accessible through the Service, including call records, reports, and transaction data;

ii. implementing appropriate business continuity plans for their own operations;

iii. ensuring they have alternative arrangements should the Service be temporarily unavailable.

d. TelcoEdge's disaster recovery procedures are designed to restore general service functionality. Recovery or restoration of customer-specific data, customisations, or historical records beyond statutory retention periods is not guaranteed. The Client should not rely on the Service as their sole repository for business records.

17. Term

a. This Agreement begins on the date it is first agreed by the Client and continues for the Initial Term.

b. After expiry of the Initial Term, the Agreement will automatically continue on a month-to-month basis until terminated in accordance with clause 18.

c. TelcoEdge will use reasonable endeavours to notify the Client by email at least thirty (30) days before the end of the Initial Term that the Agreement will continue on a month-to-month basis unless terminated.

18. Suspension and Termination

a. Either party may terminate this Agreement for convenience by providing the other party with the notice period specified in the relevant product schedule, order form, or written agreement between TelcoEdge and the Client. Where no notice period is specified, the required notice is ninety (90) days. 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.

b. Where TelcoEdge terminates this Agreement for convenience under paragraph (a), TelcoEdge will provide reasonable cooperation with number porting requests and provide the Client with a final export of call detail records on request, subject to clause 26.

c. 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.

d. Immediate termination by TelcoEdge. Without limiting any other right of termination, TelcoEdge may suspend or terminate the Service and/or this Agreement immediately by notice in writing where:

i. the Client engages in Abuse, including abusive, threatening, harassing, intimidating, profane or unreasonably persistent conduct directed at TelcoEdge personnel by any means (telephone, email, ticketing system, social media or otherwise);

ii. the Client makes unreasonable, vexatious or excessive demands on TelcoEdge support resources;

iii. TelcoEdge receives a complaint, investigation notice or directive from a regulatory authority (including ACMA, the TIO, or any law enforcement agency) concerning the Client's use of the Service;

iv. TelcoEdge reasonably believes the Client is using the Service in breach of any law, industry code, or this Agreement;

v. the Client materially breaches this Agreement and (if capable of remedy) fails to remedy the breach within 7 days of written notice.

e. Suspension during investigation. TelcoEdge may suspend the Service (without terminating this Agreement, and without liability for any loss arising from such suspension) pending investigation of any matter referred to in paragraph (d).

f. If the Client or TelcoEdge becomes 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 is continuously unavailable to the Client for a period in excess of thirty (30) consecutive days other than during scheduled maintenance or an event of Force Majeure, the other party may terminate this Agreement immediately by notice in writing.

g. Where the Client does not pay Fees in full by the due date, TelcoEdge may immediately suspend or terminate the Service.

h. No refunds are provided on termination.

19. 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.

c. For the avoidance of doubt, the Client's obligation to pay Fees that have accrued prior to the event of Force Majeure is not suspended by this clause.

20. Privacy and Security

a. TelcoEdge complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in handling personal information.

b. 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 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.

c. 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.

d. TelcoEdge complies with its obligations under the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) where applicable. TelcoEdge will notify the Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of an eligible data breach affecting the Client's data.

e. TelcoEdge's obligations under this clause shall survive termination of this Agreement.

20A. Security Directions

a. TelcoEdge may issue security directions to the Client where TelcoEdge reasonably believes that action is required to:

i. protect the security, integrity, or availability of the Service or the TelcoEdge network;

ii. respond to or prevent fraud, toll fraud, account compromise, or unauthorised access;

iii. comply with PCI DSS, the Telecommunications Act 1997 (Cth), industry codes, or any direction from a regulatory authority;

iv. respond to a security advisory, vulnerability disclosure, or incident affecting the Service or upstream infrastructure;

v. give effect to any reasonable risk mitigation measure.

b. Security directions may include (without limitation): rotating credentials, enabling multi-factor authentication, restricting source IP addresses, applying patches or configuration changes to Client-managed equipment, disabling particular features or destinations, providing information about Client-side security controls, or ceasing particular usage patterns.

c. The Client must comply with any security direction issued by TelcoEdge within the timeframe specified in the direction. Where no timeframe is specified, the Client must comply within forty-eight (48) hours, or immediately where the direction states that immediate action is required.

d. The Client is responsible for all costs of complying with security directions, including any costs associated with Client-side equipment, software, personnel, or third-party providers.

e. Where the Client fails to comply with a security direction within the required timeframe, TelcoEdge may, without further notice and without liability:

i. suspend the Service or any affected component of the Service;

ii. apply restrictions, blocks, or rate limits to the Service;

iii. take any other action TelcoEdge reasonably considers necessary to protect the Service, the TelcoEdge network, other clients, or any third party;

iv. treat the failure as a material breach of this Agreement.

f. The Client indemnifies TelcoEdge against all loss, damage, costs (including recovery of fraudulent call charges), fines, and penalties arising from the Client's failure to comply with a security direction within the required timeframe, or from the Client's failure to maintain reasonable security of Client-side systems, credentials, equipment, or networks. This paragraph does not apply where the matter giving rise to the security direction was caused by TelcoEdge's own act or omission.

21. Changes and Deployment

TelcoEdge reserves the right to make changes to the Service, including but not limited to updating, upgrading, enhancing, modifying, adding to, or discontinuing service features at our discretion. We aim to provide the highest quality service and may make changes to adapt to evolving technologies, industry standards, security requirements, or regulatory purposes.

We will endeavour to deploy changes in a manner that minimises disruption to you and your use of the Service, typically during scheduled maintenance windows or times of low usage. However, we reserve the right to deploy critical updates or changes at any time to maintain the security, legality, and operational performance of the Service.

22. Data Retention

a. We do not retain your data indefinitely. Data such as faxes, SMS, and all related reports, including those for fax, SMS, and phone calls, will be retained only for periods required by legal, regulatory, or operational needs (including the Telecommunications Act 1997 (Cth), the Privacy Act 1988 (Cth), and applicable taxation and records-retention laws), and deleted thereafter.

b. Self-service download. The Client has the ability to download its own data through the TelcoEdge interface at any time during the term of this Agreement, and is encouraged to do so on a regular basis. It is the Client's responsibility to maintain its own copies of records required for its own operational, legal, taxation, or regulatory purposes.

c. If the Client requires assistance with downloading data, or requests data in a format not available through self-service, the Client should contact TelcoEdge.

23. Confidentiality

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 its use is necessary in the performance of its obligations 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 its public statements and published material TelcoEdge may refer to the Client as its client.

24. Rights

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, scrape, 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 7, TelcoEdge and/or its 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 its 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.

25. Employment of TelcoEdge Personnel by Client

The Client agrees that, to the extent permitted by law, neither the Client nor any related person or organisation will, directly or indirectly, contact, approach or in any way engage any TelcoEdge employee or contractor 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.

26. Provision of Information Upon Termination

a. The Client has the ability to download its own data through the TelcoEdge interface at any time during the term of this Agreement, and is responsible for doing so prior to termination.

b. On or following termination, TelcoEdge has no obligation to retain or to provide to the Client any information about settings, configuration data, call records, or any other data, beyond statutory minimums.

c. Where TelcoEdge is required by law, regulation, or court order to provide data or information to or in respect of the Client following termination, TelcoEdge will do so, and the Client agrees to pay TelcoEdge for the work involved on a time-and-materials basis at TelcoEdge's then-current rates.

d. Where the Client requests data or information from TelcoEdge following termination and TelcoEdge agrees in its discretion to provide it, TelcoEdge may charge a reasonable administrative fee on a time-and-materials basis at TelcoEdge's then-current rates, payable in advance.

27. Appoint an Authorised Representative

As an account holder, you can give others permission to access and manage your TelcoEdge account and services.

When you add an authorised contact to your account, you remain responsible for the costs and debts incurred by them on your account.

To add someone as an authorised contact, contact us with that person's full name, phone number and date of birth. Once we've added them, we'll send you an email verification.

28. Entire Agreement and No Reliance

a. 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.

b. The Client acknowledges that it has not relied on any representation, warranty, statement, promise or undertaking made by or on behalf of TelcoEdge that is not expressly set out in this Agreement. Nothing in this clause excludes or limits any liability for fraud or for misleading or deceptive conduct under the Australian Consumer Law.

29. Assignment and Transfer

a. TelcoEdge may assign or transfer this Agreement, and/or any of its rights or obligations under it, to another person or entity at any time, with or without notice to the Client. The Client agrees that we may do this without the Client's prior consent.

b. If we assign or transfer this Agreement and the Client does not wish to continue receiving the Service from the new provider, the Client may terminate the Agreement by giving us 14 days' written notice within 30 days of being notified of the assignment or transfer. No early termination fees will apply in this case.

c. The Client must not assign, novate, sub-licence or otherwise transfer this Agreement or any of its rights or obligations under it without TelcoEdge's prior written consent (which may be given or withheld in TelcoEdge's absolute discretion).

30. Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the Australian Consumer Law which cannot be excluded, restricted or modified by agreement.

31. Spam Act

Where the Client uses the Service to send commercial electronic messages including SMS, the Client agrees to comply with the Spam Act 2003 (Cth). The Client must ensure all messages include accurate sender identification, a functional unsubscribe facility, and are only sent to recipients who have provided consent. The Client agrees to maintain records of consent for each recipient. TelcoEdge is not responsible for any breach of the Spam Act by the Client or its employees, agents or contractors, and the Client indemnifies TelcoEdge against any claims, fines or penalties arising from such breach. TelcoEdge may immediately suspend or terminate the Service upon receipt of any complaint, investigation notice, or directive from ACMA or any other regulatory authority concerning the Client's use of the Service, without liability to the Client.

32. Telecommunications Consumer Protections

To the extent that the Telecommunications Consumer Protections Code (TCP Code) as registered by ACMA applies to the Service, nothing in this Agreement limits any rights you may have under that Code.

33. Dispute Resolution

a. If a dispute arises out of or relates to this Agreement (other than billing disputes which are dealt with under clause 12), before commencing any court proceedings (other than for urgent interlocutory relief), the parties must attempt to resolve the dispute by:

i. the aggrieved party giving written notice to the other party describing the dispute;

ii. within 14 days of the notice, a representative of each party meeting (in person or by video conference) to attempt to resolve the dispute in good faith.

b. If the dispute is not resolved within 28 days of the initial notice, either party may commence court proceedings in accordance with clause 9.

c. Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief.

d. The Client must continue to perform its obligations under this Agreement, including payment of all undisputed Fees, during the currency of any dispute.

e. Nothing in this clause prevents the Client from making a complaint to the TIO where the Client is eligible to do so under the TIO scheme.

34. Notices

a. Any notice given under this Agreement (including invoices and billing notices) must be in writing and sent by email:

i. to TelcoEdge at sales@telcoedge.com.au; and

ii. to the Client at the most recent email address notified by the Client to TelcoEdge for billing or account purposes.

b. A notice sent by email is deemed received on the next business day after sending, provided the sender does not receive an automated delivery failure notification.

c. Each party must promptly notify the other of any change to its nominated email address. Failure to maintain a current and functional email address does not invalidate any notice properly sent under this clause.

35. Survival

The following clauses survive termination or expiry of this Agreement: clause 4 (Cardholder Data Security), clause 5 (Liability), clause 6 (Indemnity), clause 9 (Governing Law), clause 10 (Charges and Payment, in respect of amounts accrued), clause 20 (Privacy and Security), clause 20A (Security Directions, in respect of indemnity under 20A(f)), clause 23 (Confidentiality), clause 24 (Rights), clause 25 (Employment of TelcoEdge Personnel), clause 26 (Provision of Information Upon Termination), clause 33 (Dispute Resolution), clause 34 (Notices), and any other clause which by its nature is intended to survive.

Direct Debit Request Service Agreement

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.

1. Definitions

'Account' means the account held at your financial institution from which we are authorised to arrange for funds to be debited.

'Agreement' means this Direct Debit Request Service Agreement between you and us.

'Banking Day' means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.

'Debit Day' means the day that payment by you to us is due.

'Debit Payment' means a particular transaction where a debit is made.

'Direct Debit Request' means the Direct Debit Request between us and you.

'Us' or 'We' means TelcoEdge Pty Ltd (the Debit User) you have authorised by requesting a Direct Debit Request.

'You' means the customer who has signed or authorised by other means the Direct Debit Request.

'Your Financial Institution' means the financial institution nominated by you on the DDR at which the account is maintained.

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 if we have sent to the email address nominated by you 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. Where the variation reflects a change in pricing, clause 10(a) of the Terms and Conditions (30 days notice) takes precedence.

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 emailing sales@telcoedge.com.au or by phoning 1300 208 820 during business hours, or by 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 may be charged a fee and/or interest by your financial institution;

you may also incur fees or charges imposed or incurred by us; and

you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.

You should check your account statement to verify that the amounts debited from your account are correct.

6. Dispute

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 208 820 and confirm that notice in writing by email to sales@telcoedge.com.au 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.

7. Accounts

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.

8. Confidentiality

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:

to the extent specifically required by law; or

for the purposes of this Agreement (including disclosing information in connection with any query or claim).

9. Notice

If you wish to notify us in writing about anything relating to this Agreement, you should email sales@telcoedge.com.au.

We will notify you by email to the address you have provided. Any notice will be deemed to have been received on the next business day after sending, provided we do not receive an automated delivery failure notification.

TelcoEdge Acceptable Use Policy

Introduction

This policy applies to services which are stated to be subject to the TelcoEdge Acceptable Use Policy ('AUP') 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 AUP from time to time.

TelcoEdge may rely on the AUP where your usage of a service, or your conduct in connection with a service, is unreasonable as defined below.

Unreasonable Use and Conduct

It is unreasonable use or conduct where, in TelcoEdge's reasonable opinion, the use of the service or your conduct:

a. is fraudulent;

b. involves use that is materially inconsistent with ordinary business use of the relevant Service, including (without limitation) sustained 100% trunk utilisation, predictive-dialler bursting beyond agreed concurrent call limits, automated machine-generated traffic without prior written approval, or any usage pattern that abuses unmetered or capped components of the Service;

c. causes significant network congestion, disruption or otherwise adversely affects the TelcoEdge network or a supplier's network;

d. adversely affects another person's use of or access to the service;

e. involves resupplying or reselling a service without the written consent of TelcoEdge;

f. involves abusive, threatening, harassing, intimidating, profane or unreasonably persistent communications directed at TelcoEdge personnel by any means;

g. imposes unreasonable, vexatious or excessive demands on TelcoEdge support resources, including repeated re-raising of resolved issues, demands outside the scope of the Service, or demands inconsistent with the Fees paid.

Our Rights

This policy is supplementary to and does not limit any of TelcoEdge's rights.

If we reasonably consider your use of the service or your conduct 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 remain liable for the Fees for the remaining period of that term in accordance with clause 18 of the Terms and Conditions.