STANDARD TERMS AND CONDITIONS
UNDERSTANDING THESE TERMS
- THE SERVICES
- YOUR RESPONSIBILITIES
- CHARGES AND INVOICES
- SERVICE DISRUPTIONS
- PROPERTY RIGHTS
- RESOLVING DISAGREEMENTS
- TERM AND TERMINATION
- NOTICES AND INVOICES
STANDARD TERMS AND CONDITIONS
This document sets out the general terms and conditions that will apply to the relationship between You and Us. This document, the Service Schedule(s) and the Service Order Form(s) will together form the Standard Service Agreement between us and You. By signing the Service Order Form You agree to be bound by our Standard Terms and Conditions. If there are any inconsistencies between the documents that form the Agreement between us, the order of precedence is these Terms and Conditions, the Service Schedule and then the Service Order Form.
1.1 Information accessibility
You can contact us to obtain further information on our Customer Support number: 02 8412 0000, otherwise You can view our website at www.greenlight-itc.com
1.2 Locating the ‘Official Copy’ of our Standard Terms and Conditions
The ‘Official Copy’ of our Standard Terms and Conditions (i.e. This Document) is the copy published online at www.greenlight-itc.com/terms-and-conditions. The Official Copy is taken to be the current and accurate version of those documents at any time.
1.3 Understanding these Terms
- “we” or “us” or “Our Group” means SPEAK EZY VOICE AND DATA PTY LIMITED (ACN 117 915 134) and/or its Related Bodies Corporate (including but not limited to Greenlight ITC), as the case may be.
- “Customer” or “You” means your business, as identified on the Service Order Form.
- “Agreement” means these Terms and Conditions, the Service Schedule and the Service Order Form.
- “AUP” our Acceptable Usage Policy, available on our website.
- “Billing Dispute” a dispute or difference between us as to whether You are liable to pay an amount that we have invoiced to You
- “Business Day” means any day excluding Saturday or Sunday or a bank or public holiday in Australia .
- “Business Hours” between 8:30am and 5pm on a business day.
- “Charge” or “Charges” means the charge or charges (exclusive of any taxes or duties) in respect of a Service as set out in the relevant Service Order Form.
- “Claim” any demand, or allegation of liability, and all related costs, claims, demands, liability, damages, losses and expenses of any nature including all legal expenses suffered or incurred.
- “Confidential Information” means any information of a party which the other party knows or should know is confidential to the other party, or would have remained confidential except for a wrongful disclosure by the first party whether oral, written or in electronic form, including but not limited to Your or our intellectual property, operational information, know-how and trade secrets, financial and commercial affairs, contracts, client information and pricing details.
- “Credit Card Authority” a written authority to debit Your credit card (or a verbal authority to do so)
- “Direct Debit Authority” a written authority to debit Your bank account, in the form available on request.
- “Disputed amount” in relation to a billing dispute means the amount within the relevant invoice that You dispute liability to pay.
- “Equipment” means either Our Equipment or the Purchased Equipment or both, as the context requires.
- “Excess use charge” a charge for use of any service in excess of any base allowance.
- “Fixed service fees” fees for any service that apply on a once only basis, or on a periodic basis and are not variable based on data volumes as between periods.
- “Force majeure” an event or circumstance beyond our reasonable control.
- “General dispute” any dispute or difference between us other than (a) a billing dispute or (b) a claim by us solely for the payment of money.
- “GST” means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 as amended.
- “Individual Service(s)” means a particular service(s) as described in the relevant Service Order Form and/or Service Schedule.
- “Intellectual Property” means any intellectual or industrial property anywhere in the world including, but not limited to, any copyright, patent, trademark, design rights, trade secret or Confidential Information relating to the Service or any license or other right to use, or to be the registered proprietor of, any of the above.
- “Manufacturer’s Warranty” means warranty given by the manufacturer or distributor of a thing, or a person from whom we obtain a thing for resupply.
- “Minimum Period” in respect of an Individual Service, the minimum period for provision of an Individual Service as set out in the Service Order Form.
- “Our Equipment” means any equipment that we or our suppliers provide to You as part of a Service under this Agreement but excluding the Purchased Equipment.
- “Our Network” means the telecommunications network operated or controlled by us and/or our Carrier Partners.
- “Periodic fee” means a fee payable at regular intervals e.g. an amount per month.
- “Personal information” means the same thing as in the Privacy Act 1988.
- “Price list” means our published list of fees and charges from time to time.
- “Purchased Equipment” means any equipment which You purchase from us under this Agreement.
- “Related Body Corporate” has the meaning given in the Corporations Act (Cth) 2001.
- “Representative” a delegate, authorised representative, employee or agent.
- “Service” and “Services” means the services and products set out in the relevant Service Order Form and/or Service Schedule.
- “Service description” a guide or description we publish, describing a service we offer, as amended from time to time.
- “Service Levels” means the levels of service (if any) in respect of a Service.
- “Service Order Form” means our standard order for service or application form, completed by us and You.
- “Service Schedule” means a schedule to these Terms and Conditions which sets out, amongst other things, a description of the Service(s), any Services Levels and any other relevant information.
- “Set up Charge” is a charge that we describe as such, or any charge that we require to be paid in respect of the set up or establishment of a service.
- “Spam” includes one or more unsolicited commercial electronic messages with an Australian link for purposes of the Spam Act 2003, and derivations of the word “Spam” have corresponding meanings.
- “Undisputed Amount” in relation to a billing dispute means the amount within the relevant invoice that You do not dispute liability to pay.
- “Wholesaler” means a third party whose services we utilise in providing a service to You.
- “Terms and Conditions” means the general terms and conditions set out in this document.
- “Works” means any design, installation or commissioning works required to enable provision of the Service.
2. The Services
a) When we supply a service to You, the terms and conditions of supply consists of:
- these Standard Terms and Conditions; and
- any applicable service terms; and
- the applicable items in the price list; and
- the applicable terms on the Service Order Form
- any applicable special terms.
Together, those terms and conditions and items are called the ‘customer contract’
b) Except for things set out in express terms in a customer contract, and things that are implied by law and cannot be excluded, there are no other representations, promises, warranties, covenants or undertakings between the parties and customer contracts contain the entire understanding between us.
2.2 Services Terms
- We may also publish extra terms that apply to a particular service (‘service terms’). Service terms may be set out in service information, or on an application form, or otherwise notified to You.
- Service terms only apply to the service they relate to.
- Service terms may include, or incorporate by reference, a Service Level Guarantee.
- Service terms are not part of our standard form of agreement, but they are part of our customer contract with You.
2.3 Special terms
- We may also agree with You that special terms will apply to our customer agreement with You.
- Special terms only apply if they are in writing and we agree to them. For instance, they may be set out on an order form.
- If we agree in writing to charge You on some basis other than the price list, that agreement is taken to be a special term.
- Special terms are not part of our standard form of agreement, but they are part of our customer contract with You.
2.4 Service Levels
- For specified Services, we will provide You with Service Levels. If applicable, these Service Levels will be set out in the separate Service Schedule provided to You with these Terms and Conditions. We may include in the Service Schedule the consequences of us failing to achieve the service levels. We advise You to read any consequences carefully, as they set out our only liability to You for failure to reach the Service Levels.
- We are not obliged to support a service in any way that is not specified. For instance, unless a customer contract states otherwise, we are not obliged to provide:
- on-site support;
- software or hardware support; or(iii) support outside business hours.
- If a customer contract includes a Service Level Guarantee, we will provide support in accordance with it.
- Subject to any provision to the contrary, we will endeavour to meet any period or date for delivery of Goods or provision of Services stated by us but You acknowledge such period or dates are an estimate only and is not binding on us.
2.5 Installation and Commissioning
- We will use our best endeavours to carry out any Works within the timeframe that we agree with You. This timeframe may be set out in the Service Order Form.
- The Charges for any Works are based on the information You have provided us. If that information is inaccurate or an unforeseen event occurs, we may charge You for any additional cost incurred by us in completing the Works. Such additional cost will be agreed with You before being incurred unless otherwise specified.
- You will provide us with reasonable access to Your premises and assistance from Your employees to allow us to carry out the Works.
- You will provide us with information that we reasonably require to provision and supply the Services to You.
- We may not be able to deliver services to some locations due to factors such as exchange capacity, or distance of Your site from the telephone exchange. We will offer alternatives wherever possible.
- We may provide You with temporary or indicative telephone numbers for some services. These numbers should not be used for advertising until we advise You in writing as they may change.
- We will ensure that the Service substantially conforms to any specifications that we provide.
- If required for a Service, we may supply Equipment to You. This Equipment may be Purchased Equipment which You buy from us) or Our Equipment (which we provide to You for use during the duration of the Service).
- You may request upgrades or new versions of equipment and we will advise You of the availability and any additional costs associated with the upgrade or new version.
- If required for the provision of the Service, we will sell to You the Purchased Equipment and in return, You will pay to us the Charges set out in the applicable Service Order Form.
- We will supply any Purchased Equipment to the location set out in the applicable Service Order Form or as we otherwise agree in writing.
- We will make reasonable efforts to assign to You supplier warranties provided in respect of the Purchased Equipment but otherwise give no warranties regarding the Purchased Equipment.
- If we sell, provide or loan any equipment to You:
- we retain title to and ownership of that equipment until it is paid for in full;
- risk of loss or damage passes to You when it is delivered to Your premises;
- You must fully insure it from the time of delivery and maintain the insurance. until You obtain title, and failing that until the equipment is delivered up to us.
- You must not:
- mortgage, charge or encumber the equipment without our written consent; and
- loan, rent, licence, transfer or assign or part with possession of the equipment without our written consent.
2.7 How You order services
- We may receive an order in any form we choose e.g. by written application, electronically or over the telephone.
- You must comply with any ordering procedures that we specify e.g. if we ask You to use a particular order form, You must do so.
- We are not obliged to accept any order.
- You must ensure that You provide us with all the information we request in relation to Your order and that the information You provide is correct.
- You authorize us to fill in any blanks on the application form.
2.8 Multiple services
- If we supply multiple services, the special terms, prices and service terms that would apply to the different services if ordered separately apply to each of them individually within the mixture.
- Domain names and SSL certificates will be automatically renewed for you unless there is explicit prior instruction in writing from You for us to not to do so, charges will be added to your next monthly bill.
2.10 Changes to customer contracts
- We may change any part of our Standard Terms and Conditions by amending the Official Copy of this document.
- We may change our price list – where we do, You can obtain new pricing by contacting us (unless we have already informed You).
- We may change any other part of Your customer contract, including our price list, by informing You of the change, but in the case of fixed term contracts we cannot change the price You pay until after the fixed term has expired.
- If the Telecommunications Act 1997 or any other law requires us to comply with any steps or requirements before we change our standard form of agreement in a particular way, such changes do not take effect until we have complied with those steps or requirements.
- You can change Your customer contract at the expiration of the minimum term:
- if we agree; and
- if You give us 30 days notice prior to the commencement of the next billing month; but we are not obliged to effect any change until after the expiry of Your 30 day notice. Otherwise:
- Changes to any other part of a customer contract take effect 30 days after we inform You of the change; and despite anything to the contrary, all changes whether to these Standard Terms and Conditions or any additional terms, apply immediately to all new customer contracts entered into after the changes.
2.11 Repairing Faults for Telecommunications Services
- We will arrange for the repair of any fault in Our Network or Our Equipment which adversely affects the Service.
- The Charges cover the cost of us repairing faults in the Service during our normal service hours of 09.00am to 5.00pm (in the State from which the Service is provided) unless such faults are caused, or contributed to, by You or Your employees or contractors.
- If You want us to investigate or repair any faults or defects not covered by the Charges then we may charge You additional charges for the work carried out. An Estimate of such additional charges will be agreed with You before being incurred.
- To the extent permitted by law we:
- will provide services with reasonable care and skill but do not warrant that they will be provided without fault or disruption;
- do not provide a service level guarantee or any guaranteed service level unless the customer contract states otherwise;
- do not provide a warranty for hardware provided under a customer contract, but we will (where capable of assignment) assign the benefit of any manufacturer’s warranty to You.
- except for any express warranties in a customer contract, to the extent permitted by law we disclaim all express and implied warranties in relation to a service or a customer contract.
- The warranty in clause 2.12(a) does not apply in circumstances where:
- the Goods were used or Services required for a purpose other than for which they were intended;
- the Goods were repaired, modified or altered by any person other than us;(iii) the defect has arisen due to misuse, neglect or accident;
- the defect has arisen due to normal wear and tear on the Goods;
- the Goods have not been stored or maintained as recommended by us or the manufacturer;
- You are in breach of the Agreement, or;
- You have altered the hardware or software configuration of your computer or server after completion of the Services or installation of the Goods.