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Master Service Agreement

This Master Service Agreement ("Agreement") is entered into as of ____________ (the "Effective Date")

This Master Service Agreement is between VOIPSOL (hereinafter referred to as " Service Provider, VOIPSOL We, We’re, Us or Our "), with its principal office at __________, and the Customer (hereinafter referred to as “You, Your, You’re, or Customer”).

The Service Provider and the Customer may be referred to individually as a "Party" and collectively as the "Parties."

1. About this Agreement

  • 1.1.The terms of this Master Services Agreement ("Agreement") shall apply to all Services provided by Us to You, effective from the date You sign any Service Order with Us or, in the event no Service Order is signed, from the Service Start Date, unless both parties mutually agree in writing to any variations to this Agreement.
  • 1.2.If other End Users utilize the Service, the terms of this Agreement shall also apply to them. For the avoidance of doubt, in the case where You are the account holder for a small business subscribing to a VOIPSOL Service, and Your employees or team members use the Service, these terms will extend to cover such End Users as Well.
  • 1.3.The Agreement between the parties ("Agreement") comprises the following documents:
    • i. Service Order;
    • ii. Terms and Conditions (where applicable);
    • iii. Website Terms of Use;
    • iv. Service Schedule and Service Level Agreement (SLA);
    • v. Policies and Forms, including but not limited to the fair use policy, and other documents available on Our legal Webpage; and
    • vi. This Master Services Agreement.
  • 1.4.The Agreement between the parties shall not include any purchase order, confirmation, or terms contained in any other document provided by You, unless expressly agreed to in writing by Us.
  • 1.5.The definitions of capitalized terms used in this Agreement are set forth in the Definitions section at the end of this document.

2. Commencement and Usage of Services

  • 2.1. We shall use reasonable endeavours to commence supplying the Service to You by the Target Service Start Date. In the event that no Target Service Start Date is specified for the Service, We shall aim to begin supplying the Service within a reasonable timeframe.
  • 2.2.You shall appoint at least one representative to be responsible for the day-to-day administration of this Agreement on Your behalf. Unless You notify Us otherwise, the representative shall be the contact person listed in the Service Order or the Primary Contact on Your VOIPSOL account.
  • 2.3.In the event of any change to Your appointed representative, including changes to their contact details or the removal or replacement of the representative, You shall promptly notify Us in writing, providing the updated contact details of the new representative or the changes to the existing representative’s contact information.
  • 2.4.Both parties shall be responsible for the acts, omissions, and defaults of their respective representatives. Any communication made by or given to a representative shall be deemed to have been made by or given on behalf of the relevant party and shall be binding upon the respective party.

3. Term and Renewal of Services

  • 3.1.Our Agreement with You to supply the Services shall continue in full force and effect unless terminated earlier in accordance with the terms of this Agreement.
  • 3.2.Unless You provide written notice of termination at least 30 days prior to the expiration of any minimum term, this Agreement will automatically renew for successive periods of 30 days, and We will continue to supply the Services to You in accordance with this Agreement.

4. Supply Of services

  • 4.1.We shall have absolute discretion in determining the routing and technical means by which We provide the Service to You. We reserve the right to decide the specific methods and infrastructure used to deliver the Service.
  • 4.2.You shall cooperate fully with Us and do all things reasonably required to allow Us, or Our suppliers or contractors, to supply or continue supplying the Service to You safely and efficiently. Such cooperation may include, but is not limited to:
    • a) Providing any additional information requested by Us within a reasonable timeframe;
    • b) Securing access for Us or Our suppliers or contractors to the premises to which the Service is being delivered, for the purposes of installing Customer Premises Equipment, connecting wiring, or taking any necessary actions to deliver the Service;
    • c) Allowing Us or Our suppliers or contractors access to relevant premises for maintenance or repair of Customer Premises Equipment or wiring; and
    • d) Accepting delivery of any Equipment, documents, invoices, or other materials relating to Your Service or Your relationship with Us.
  • 4.3.If You fail to cooperate as required under Clause 5.1, thereby hindering Our ability to provide the Service to You safely and efficiently, We may, at Our discretion, terminate or suspend the Service.
  • 4.4. In the event of unexpected faults affecting the availability of the Service, We will use reasonable endeavors to resolve such faults and restore the availability of the Service as promptly as possible. However, We do not warrant that the Services will be continuous or fault-free. Due to the nature of the Services, which may rely on systems or services provided by third parties, circumstances causing faults or Service unavailability may be beyond Our control.
  • 4.5.You shall promptly notify Us of any changes to Your Services, Equipment, location, usage, or other circumstances that may affect Our ability to provide the Service to You. Such changes include, but are not limited to, a change of address, substantial increases in Your usage of the Service, or becoming a Carrier or Carriage Service Provider.
  • 4.6.If You request alterations or variations to Your Services or request any work outside the scope of the relevant Service Order, We may provide You with a separate offer to supply such additional or varied Services, which will be subject to a fee determined by Us. Should You accept the offer, We shall supply the additional or varied Services at the agreed fee.
  • 4.7. If the cost of performing the Services increases as a result of Your providing incorrect information, We reserve the right to charge You additional fees to cover such increased costs and expenses.
  • 4.8. We shall provide You with reasonable technical and sales support, which We shall determine, at Our sole discretion, to be necessary and appropriate. We are not responsible for, and may not provide support for, any faults caused by:
    • a) Customer Provided Equipment;
    • b) The interaction of the Service with third-party software used by You;
    • c) Services provided by any third-party supplier or Carrier, other than Our Suppliers.

5. Using the Service

  • 5.1. You shall be solely responsible for the use of the Service and shall ensure that neither You nor any third parties acting on Your behalf use the Service in any manner other than in full compliance with the terms of this Agreement. Without limiting the generality of the foregoing, You agree to comply with the following:
    • a) All applicable laws, statutes, regulations, and ordinances in force from time to time;
    • b) All directions, instructions, and notices issued by any relevant Regulator or authority under applicable law;
    • c) Any reasonable directions or requirements issued by Us in relation to the Service or Your relationship with Us;
    • d) The terms, conditions, and rules of any third parties whose content or services You access through the Service;
    • e) All authorisations, permits, and licenses required by applicable law to lawfully receive and use the Services.
    • f) Failure to comply with the foregoing may result in the suspension or termination of Your access to the Service.

6. Use for intended purpose

  • 6.1. If Your Agreement states that a Service is provided for a particular purpose, You must use the Service for that purpose. You are not permitted to use the Service in the capacity of a Carrier or Carriage Service Provider without Our express permission. You may not resell the Service or permit any other person to resell the Service unless expressly permitted by Us.
  • 6.2. You must ensure Your End Users’ use of the Service complies with the Agreement as if they Were You. Acts and omissions of Your End Users with respect of a Service are deemed to be Your acts and omissions.
  • 6.3. You must not, and must not allow anybody else to, use the Service to:
    • a) commit any offence;
    • b) infringe the rights of a person;
    • c) publish, communicate or transmit defamatory, offensive, abusive, indecent, menacing or unwanted material.
  • 6.4. You must not use the Service in a way that may interfere with the efficiency, security or integrity of Our Network.
  • 6.5. You must ensure that no one interferes with the operation of a Service or any Customer Premises Equipment, or makes it unsafe.
  • 6.6. If We believe that Your use of the Service is inconsistent with any of the requirements in clauses 4.1 to 4.6, We may ask You to cease the activity in question, change the way You use the Service, or change the type of service You receive. If You do not comply with Our request immediately, We may take action to ensure that Your use of the Service is compliant, or suspend or terminate the Service.

7. Unauthorised Use

  • 7.1. While We may, at Our discretion, contact You in the event that We observe unusual usage of Your Service, We shall have no obligation to monitor Your use of the Service or to restrict, suspend, or cancel the Service in the event of unusual usage. You shall remain fully responsible for all use of Your Service, whether by You or any third parties.
  • 7.2. We shall not be responsible for monitoring, detecting, or reporting any fraudulent, illegal, or unauthorised use of the Services.
  • in the event that Your usage of the Services exceeds what We reasonably deem to be normal for the Service You have purchased, We may, at Our sole discretion, require You to transition to a different Service that is more appropriate for Your usage requirements.
  • 7.4. Unless explicitly stated otherwise in this Agreement, You shall be solely responsible for providing, maintaining, and covering the costs associated with the necessary technology required to use the Service, including, but not limited to, an active internet connection.
  • 7.5. If You connect any Customer Provided Equipment to the Service, You must ensure that such Equipment complies with all relevant technical standards, requirements, and applicable legislation.
    • a) We may, at Our discretion, require You to disconnect any Customer Provided Equipment from the Service if such Equipment fails to comply with the requirements set forth in this clause or if it negatively impacts Our Network
    • b) If Your use of Customer Provided Equipment interferes with Our Network or that of a Supplier, and You fail to resolve the issue within 24 hours after Our notice, We may take appropriate action, including disconnection of the offending Equipment from the Service.

8. Using Purchased Equipment

  • 8.1. Purchased Equipment remains Our property until You pay Us in full. You agree You will not part with possession of the Purchased Equipment except to Us until You’ve paid Us in full. If You do part with Purchased Equipment before full payment, We may:
    • a) recover the value of the Purchased Equipment as a debt due, and
    • b) offset the value of the Purchased Equipment against any money We may oWe to You.
  • 8.2. Until We receive full payment for the Purchased Equipment, You must not remove or obscure any identification marks on it, and must comply with Our reasonable instructions to protect Our ownership and not do anything which might detrimentally affect Our ownership of the Purchased Equipment.
  • 8.3. Risk of loss or damage to the Purchased Equipment will pass to You upon delivery. You are fully responsible for any loss or damage to Purchased Equipment from delivery.
  • 8.4. Subject to Agreement between Us and You as to which Services and Purchased Equipment We install, We install such Services and/or Purchased Equipment at a site nominated by You.
  • 8.5. We will charge You Our current fees for installing the Purchased Equipment and Service.
  • 8.6. We use reasonable endeavours to install the Purchased Equipment and Service on or around the installation date requested by You.
  • 8.7. Our Warranty, Dispatch and Returns Policy outlines circumstances in which We will accept the return of Purchased Equipment.

9. Service Unavailability

  • 9.1. We conduct regular maintenance on Our Network. We aim to schedule such maintenance outside of normal Business Hours, but We may not always be able to do so.
  • 9.2. Our Voice Service Schedule outlines the times for scheduled maintenance. You may visit Our Website or request a copy of the Schedule from Us.
  • 9.3. Maintenance may also be conducted by Our suppliers on the supplier Network(s) used to supply the Service. You acknowledge and accept that We have no control over any maintenance conducted on such supplier Networks.
  • 9.4. We utilize monitoring tools and notification systems to track the status of Networks upon which the Service is provided. However, We do not guarantee the detection of every fault.
  • 9.5. We will provide a Fault Notification System for You to report faults to Us during Business Hours.
  • 9.6. Before reporting a fault to Us, You shall take all reasonable steps to confirm that the fault is not caused by Equipment for which We are not responsible.
  • 9.7. We are responsible for repairing faults within Our Network.
  • 9.8. We are not responsible for repairing faults arising from or caused by:
    • a) Supplier’s Network;
    • b) Equipment not under Our responsibility, including Customer Provided Equipment;
    • c) cabling or copper-based services;
    • d) any Network unit, facility, transit point, terminal, or other infrastructure or Equipment outside Our control.
  • 9.9. We are aware of a fault arising from or caused by a supplier’s Network, We will notify the supplier and request prompt rectification of the fault. However, We are not liable for such faults and shall bear no responsibility for their resolution.
  • 9.10. In the event of a fault described in clause 6.5, We will not be responsible for its rectification. However, if You request Us to investigate or resolve such a fault:
    • a) We will notify You of Our applicable hourly rate, including any additional charges for work performed outside Business Hours, and provide an estimate of the time required for investigation or repair.
    • b) If You instruct Us to proceed, We will do so at a mutually agreed time and will charge You at the notified rate for the first hour or part thereof and at a pro-rata rate for each additional hour for the total time spent on investigation or repair.
    • c) We will charge You for any parts used in the repair.
  • 9.11. If a fault for which We are responsible results in a significant loss of access to or use of the Service, You may be eligible for a Service Rebate as detailed in Our Service Schedule.
  • 9.12. To be eligible for Service Rebates, You must report any faults in accordance with the procedures set out in the applicable Service Schedule.

10. Pricing

  • 10.1. You’re responsible for paying all Fees that arise from using the Service, whether it is Your use or anyone else with or without Your consent.
  • 10.2. We calculate fees by reference to data that We record and log about Your use. For example, call minutes will be calculated based on the CDR and Rate Card. Our records are conclusive evidence of Your Service use and the Fees You must pay. Contact Us promptly if You think there’s an issue with Your Invoice.
  • 10.3. Unless specified in the relevant Critical Information Summary, any inclusions that You do not access or use fully are not transferable or refundable.
  • 10.4. Unless clearly stated otherwise, all amounts payable by You under or in connection with Our Agreement include GST.
  • 10.5. We may Invoice You for the Service, plus any applicable GST. If GST is payable on a Taxable supply We make to You, then We will specify the amount of the GST in Our Agreement with You (for example in a Critical Information Summary or an Application Form) and also make this clear on Your Invoice.
  • 10.6. We may, at Our discretion, change or discontinue Pricing Plans. If a change may be detrimental to You and You're already subscribed, We Will notify You via email, following the notice period schedule outlined in 24.12.
  • 10.7. If You don’t reject the Pricing Plan change within the notice period it will be deemed that You accept the change.
  • 10.8. If You do reject the change, We reserve the right to either terminate the Service or continue providing the service at the original price.
  • 10.9. See the Changing this Agreement section for more information on how We make changes to Fees.
  • 10.10. Fees and charges for Your Service will begin being added to Your account balance from the Ready for Service Date (RFS), even if You haven’t used the service yet.
  • 10.11. If You have a direct debit arrangement in place for a Service, We debit Your credit card, bank account or PayPal account on the due date.
    • a. If applicable, monthly fees are charged in advance. For example, this could include fees for a phone number and call plan.
    • b. Usage fees, including any excess usage, as Well as fees for number porting rejections, overdue payments, and service suspensions, are charged in arrears as they occur. This covers things like outbound calls and SMS messages.
    • c. Connection fees, costs for additional hardware, and number porting submission fees, if applicable, are charged in advance. For example, this could include a phone number activation fee and NBN set up fee.
  • 10.12. We may change the frequency of Your Invoice and if We do, We will give You reasonable notice (at least one Billing cycle).
  • 10.13. We may need to reissue an Invoice if You or We subsequently discover errors in an Invoice.
  • 10.14. We may issue interim or pro-rata Fees or charges in the following circumstances:
    • a) You change Your existing plan,
    • b) You request a new Service to be connected,
    • c) You relocate an existing Service,
    • d) You need to be Invoiced for any ‘unbilled’ charges,
    • e) We have reasonable grounds to believe that You may be a credit risk, or
    • f) as otherwise agreed with You.
    • g) If We have undercharged You, You will be liable for any underpayment.
  • 10.15. Payment for Our Services is billed on a pre-pay basis, unless otherwise agreed by both parties.
  • 10.16. You agree that Our Services and Goods will not be supplied until sufficient pre-payment has been made.
  • 10.17. Your Service will be suspended automatically when Your account balance become negative and it is Your ongoing responsibility to ensure that Your account maintains a positive balance at all times.
  • 10.18. At Our sole discretion, We may offer You a credit limit, which We will determine and notify You of, along with 14-day credit terms for the payment of Your invoices. To qualify for such credit terms, You must demonstrate to Our satisfaction Your ability to make payments on or before the due date. To ensure this, You agree to:
    • a) Provide a Security Deposit, in an amount determined by Us, approximately equal to one month's service usage; and
    • b) Supply any information We reasonably request to assess Your ability to make payments.
  • 10.19. We will issue invoices to You at the start of each month, with 14-day credit terms. You agree to pay all invoices within 14 days of the invoice date, without any set-off unless otherwise agreed in Your Service Order.
  • 10.20. In the event You exceed Your credit limit, Your Service will be automatically suspended until payment is made to bring Your account balance within the credit limit.
  • 10.21. A Security Deposit may be used to settle Your final invoice or, if applicable, refunded 120 days after the closure of Your account, provided there are no outstanding debts.
  • 10.22. We may, at Our discretion, request an additional Security Deposit to increase Your credit limit if Your service usage increases over time. You will have 14 days to pay any such additional deposit.
  • 10.23. You may make payments for the Services via direct debit from a credit card, bank account, or PayPal account, or manually via any of these methods. You may also set up a Standing Order with Your bank if they support this functionality for regular payments.
  • 10.24. In the event that We incur fees from Your bank or have to pay fees to Your bank, We reserve the right to recover such fees from You. In the event of any dispute regarding bank charges, You agree to contact Us first before contacting Your bank, and We will work with You to resolve the issue.
  • 10.25. If Your chosen payment method is declined, We reserve the right to attempt to collect the payment for up to 30 days after the initial due date.
  • 10.26. We reserve the right, at Our sole discretion, to terminate any payment method previously made available to You.
  • 10.27. You must notify Us of the specific invoice number to which Your payment should be applied.
  • 10.28. If You fail to specify an invoice number with Your payment, We may apply the payment to Your account balance or, at Our discretion, to any outstanding amount We deem appropriate.
  • 10.29. You agree to pay all undisputed invoices by the Due Date.
  • 10.30. If You require a payment plan or are experiencing financial hardship, You must contact Our Customer service team to discuss available options. Our Financial Hardship Policy is available on Our Website at: Master Service Agreement
  • 10.31. Unless You send Us a written notice about a legitimate dispute of Your Invoice, charge on Your account or contact Customer Service to arrange a payment plan, then We may take the following actions for unpaid Invoices:
  • Unpaid Invoice Description
    a. On and from the Due Date Send one or more reminder notices requesting payment.

    For direct debit Customers, We can attempt to take the

    required payment for up to 30 days after the initial Due Date.

    We reserve the right to charge Interest on any unpaid amount from the Due Date until the date of payment in full.

    We may charge administrative fees incurred in reminding You to pay Your Invoice and recover unpaid Fees.
    b. 7 Days from the Due Date In addition to the above actions, We may impose Service Restrictions.

    We will charge You a Late Payment Fee of $15.00.
    c. 30 Days from the Due Date In addition to the above actions, We will Suspend Your Service.

    We will charge You a Suspension Fee of $50.00.
    d. 60 Days from the Due Date In addition to the above actions, We will Cancel Your Account

    If applicable We will delete Your PBX call flow and release Your phone numbers.
  • 10.32. We are under no obligation to begin providing Services until We are reasonably satisfied that You have the financial capacity to pay the charges associated with such Services.

11. Credit Risk and Security

  • 11.1. If at any time We reasonably determine that You pose a credit risk or may default on payments, including but not limited to situations where Your services are being ported away, We may suspend or cease providing Services until You:
    • a. Pre-pay amounts for the Service;
    • b. Pay an additional Security Deposit as requested by Us, with at least 3 Business Days' notice provided;
    • c. Establish an automatic direct debit from Your bank account;
    • d. Provide a valid credit card with sufficient available credit
    • e. Provide a guarantee in a form acceptable to Us; and/or
    • f. Arrange for any other credit or security measure that is satisfactory to Us.
  • 11.2. In addition to the measures outlined above, We may take the following actions:
    • a. With 3 Business Days' notice, We may switch Your account to prepaid billing, removing Your credit limit and credit terms;
    • b. If You maintain accounts with Us in multiple jurisdictions where VOIPSOL or its subsidiaries operate, We may transfer Your account balance to another VOIPSOL account in the event of overdue payments.
  • 11.3. Invoices will be delivered via email in .pdf format to the primary account holder and to any other account holders who have email preferences enabled to receive invoices and receipts.

12. Other Fees You may need to pay

  • 12.1. If We agree to a direct debit arrangement with You for the payment of Service Fees, and:
    • a. Your payment is declined by Your payment provider, and
    • b. Your payment provider charges Us a fee as a result of the declined payment,
      then We may recover from You the costs We incur due to the declined or dishonoured transaction.
  • 12.2. If We reasonably engage debt recovery services to recover outstanding amounts from You, We may recover all associated collection costs, including but not limited to legal fees.
  • 12.3. We may charge You a fee to reconnect Your Service. However, this reconnection fee will not apply if the disconnection was caused by Our error or failure to perform Our obligations under this Agreement; or
  • 12.4. We may charge administrative fees to cover reasonable expenses and costs incurred in the following situations:
    • a. Repeated security breaches or fraudulent transactions on Your account, including investigation time and the issuance of spam/scam notices;
    • b. If You request an archived or hard copy of an invoice;
    • c. Regulator and other legal fees incurred as a result of actions You have taken.
  • 12.5. If You have agreed to a Fixed Term Service in Your Service Order and You cancel the Service before the end of the Fixed Term, You will be liable to pay a Cancellation Fee. The applicable Cancellation Fee will be specified in the relevant Critical Information Summary or Service Order.
  • 12.6. If We restrict or suspend the Service due to non-payment, the following terms apply:
    • a. The regular monthly Service charges will continue to accrue during the restriction or suspension period;
    • b. You will remain responsible for all fees and charges incurred up to the date of restriction or suspension.

13. Refunds and Credits

  • 13.1. All Service Fees and Charges are generally non-refundable unless We are unable to provision the Service You requested.
  • 13.2. If Your account for the Service is terminated and You oWe Us any outstanding amounts, You agree that We may deduct any such outstanding fees from the final settlement of Your account.
  • 13.3. If You have a positive account balance after cancelling Your Services and account with Us, You may request a refund by notifying Us within 90 days of Your account closure.

14. Disputes

  • 14.1. We will seek to resolve any dispute through agreement or consultation with You. In the first instance, You are required to contact Us at support@voipsol.com.au..
  • 14.2.You may dispute any invoice We issue if You have a reasonable basis for believing it to be incorrect. Such dispute must be submitted by You in writing, in the form specified in clauses 11.4 and 11.5, within 5 months from the invoice issue date.
  • 14.3. Upon receiving a valid Dispute Notice, We will investigate the dispute and notify You of the progress of the investigation within 14 days.
  • 14.4. If You do not validly dispute an invoice within 5 months from the date the relevant Charges Were incurred, the invoice will be deemed to be correct and payable in full.

15. Dispute Notices

  • 15.1. Dispute Notices must be submitted in writing and emailed to support@voipsol.com.au..
  • 15.2. The required information for Dispute Notice includes :
    • i. The invoice number of the invoice containing the disputed fees and charges;
    • ii. The total amount of the fees or charges being disputed;
    • iii. Whether You intend to withhold payment for the disputed amounts;
    • iv. The reason(s) for disputing the fees or charges;
    • v. Any evidence that supports why the fees are incorrect.
  • 15.3. Our records, unless shown to be incorrect, shall be deemed sufficient proof that a charge is payable.
  • 15.4. If You submit a Dispute Notice at least 7 days before the due date of the invoice in question, You may withhold only those amounts directly and specifically related to the dispute from Your payment.
  • 15.5. If You dispute an invoice that has already been paid, You must not withhold any future payments, whether in full or in part.
  • 15.6. If a dispute remains unresolved after You have folloWed the procedures you may have rights under the Telecommunications Industry Ombudsman (TIO) scheme. The TIO service is available to individual consumers, small business consumers, and not-for-profit consumers only. It is not available for resellers. For more information, You can visit www.tio.com.au or contact the TIO at 1800 062 058 or (TTY) 1800 675 692.
  • 15.7. You must follow the dispute resolution process before initiating any legal proceedings. If the senior management of both parties are unable to resolve the dispute within 20 Business Days of the notice, either party may take further action, including legal proceedings, to resolve the dispute.
  • 15.8. If the dispute is resolved in Our favour, You must pay the full amount due within 5 Business Days of the resolution.
  • 15.9. If the dispute is resolved in Your favour, We will reimburse the disputed amount to You within 5 Business Days of the resolution.

16. Service Level Agreements

  • 16.1. A Service Level Agreement may be applicable to Your Service
  • 16.2. If a Service Level Agreement(SLA) applies to Your Service, it will be outlined in Your Service Schedule or Service Order.
  • 16.3. If We fail to meet a Service Level that We have agreed with You, and We are at fault, Our liability to You will be limited to the issuance of a Service Rebate, in accordance with the terms set out in the relevant Service Level Agreement.
  • 16.4. Subject to any applicable laws which cannot be excluded, Our obligation to issue Service Rebates in accordance with the relevant SLA constitutes the full extent of Our liability and Your sole and exclusive remedy in respect of any failure by Us to meet Our obligations under the SLA.
  • 16.5. Unless the relevant Service Level Agreement expressly and specifically modifies this clause, We will not be in breach of the SLA if Service Levels are not met due to events or circumstances substantially attributable to any of the following:
    • a) Circumstances or events caused or contributed to by You or Your Representatives, including, but not limited to, removing or disconnecting any Equipment, or conditions present on Your premises (e.g., dust, vermin, water damage, lightning, etc.);
    • b) Equipment that We are not responsible for, including Customer Provided Equipment, that You use in connection with the Service;
    • c) Circumstances or events that are substantially or entirely beyond Our reasonable control, such as failures by upstream providers, Distributed Denial of Service (DDoS) attacks, etc.;
    • d) Necessary scheduled or unscheduled maintenance;
    • e) Your failure to comply with this Agreement, any other agreement with any entity in the Voipsol Wholesale Group, or Our reasonable directions in relation to the Service; f) Any other reason specified in Your Service Level Agreement.
  • 16.6. A Service Rebate will not exceed the total amount of the fees for Your Service during the relevant Billing Periodin which the event giving rise to the Service Rebate occurred.
  • 16.7. Unless specified otherwise in Your Service Schedule, if You believe that We have breached a relevant Service Level Agreement, You must notify Us in writing by emailing support@voipsol.com.au. of Your intent to claim a Service Rebate. Your notification must include the following:
    • a) A description of the event that You believe breached the Service Level Agreement;
    • b) The date and time of the event;
    • c) Any other relevant information, such as helpdesk ticket numbers, that helps Us confirm that a breach of the Service Level Agreement occurred.
  • 16.8. If You do not notify Us within 5 Business Days of the event that allegedly breached the Service Level Agreement, You will have waived Your right to claim a Service Rebate.

17. Confidentiality

  • 17.1. Both parties acknowledge that, in the course of performing their obligations under this Agreement, they may receive information that is proprietary and confidential to the other party. Both parties agree:
    • a) Not to use the confidential information of the other party except in the proper performance of their obligations under this Agreement; and
    • b) Not to disclose the confidential information to any person or entity other than their own employees or Agents who are directly involved in the performance of the Services.
  • 17.2. Where it is necessary to disclose confidential information to external Agents or contractors, such Agents or contractors must be bound by a separate written undertaking to protect the confidentiality of such confidential information on terms no less stringent than those set forth in this Agreement.
  • 17.3. Comply with any applicable law, binding directive of a Regulator, or a court order;
  • 17.4. Comply with the listing rules of any stock exchange on which its securities are listed; or
  • 17.5. Obtain professional advice in relation to matters arising under or in connection with this Agreement.
  • 17.6. Before using or disclosing any confidential information, the receiving party must first notify the disclosing party of its intent to do so. The receiving party must cooperate with the disclosing party to minimize the disclosure to the maximum extent permitted by law and obtain the disclosing party’s written consent before making such use or disclosure.
  • 17.7. Upon the disclosing party's request, the receiving party must promptly deliver and surrender all records, documents, or materials containing confidential information, in whatever form, to the disclosing party.
  • 17.8. Both parties acknowledge that a breach of the confidentiality obligations set forth in this clause may cause the other party irreparable harm for which monetary damages would not constitute an adequate remedy. Therefore, in addition to seeking monetary damages and any other remedies available at law or in equity, the disclosing party may seek specific performance or injunctive relief to prevent or remedy any breach or threatened breach by the receiving party.
  • 17.9. All obligations of confidentiality under this Agreement shall remain in full force and effect following the expiration or termination of this Agreement, for as long as the confidential information remains confidential.
  • 17.10. We may reference You as a VOIPSOL Customer in Our press releases, marketing materials, sales efforts, or on Our Website, unless otherwise agreed in writing.

18. Intellectual Property

  • 18.1. Voipsol owns all materials developed by Voipsol or its personnel, or at Voipsol's direction, including all associated intellectual property rights.
  • 18.2. Voipsol shall permit Customer to use all or some materials, or other materials appropriately licensed by Voipsol, as part of the Service. Any such permission is subject to reasonable conditions that Voipsol may impose from time to time.
  • 18.3. Any permission granted to use materials under this clause will cease upon termination of the Service and the Agreement.
  • 18.4. Customer must not infringe any third party's intellectual property rights in using the Service. In the event of such infringement, Voipsol may terminate or suspend the Service.
  • 18.5. Customer acknowledges that Voipsol request, to take all actions and execute all documents that Voipsol reasonably deems necessary to obtain, defend, or enforce its intellectual property rights.

19. Termination

  • 19.1. You may terminate Your Service at will, subject to the following conditions:
    • i. By providing Us with at least 30 days’ notice of Your intent to terminate the Service;
    • ii. If the Service is under a Fixed-Length Agreement, by paying Us the applicable Cancellation Charge
    • iii. If We have not:
      • a) Started supplying the Service to You; or
      • b) Entered into any agreement with another supplier in relation to Your Service,
      • c) then You may terminate the Service at will by:
      • d) Notifying Us as soon as practicable not to start supplying the Service; and
      • e) Paying Us reasonable cancellation costs.
    • 19.2. If We breach a material term of this Agreement and You have given Us notice of the breach, You may terminate the Service immediately if:
      • a) We have not remedied the breach within 30 days after receiving notice of the breach; or
      • b) The breach cannot be remedied.
    • 19.3. For the purposes of this clause:
      • i. A breach of a Service Level Agreement does not constitute a material breach;
      • ii. If the Service is unavailable and We have not provided You notice that the Service will become unavailable, or if such unavailability is not authorized under this Agreement, such unavailability will be considered a breach. However, the breach may be remedied by restoring the Service or taking steps to mitigate the material detriment caused by the unavailability of the Service.
      • iii. You may terminate the Service immediately by providing Us with as much notice as possible if:
        • a) We are subject to an Insolvency Event;
        • b) The law requires You to do so; or
        • c) The provision of the Service becomes illegal.
    • 19.4. If You have an Ongoing Agreement, We may terminate Your Service at will by providing You with at least 30 days' notice of Our intention to terminate the Service.
    • 19.5. If You have a Fixed-Length Agreement, We may terminate Your Service at any time:
      • i. By providing You with at least 45 days' notice of Our intention to terminate the Service and taking reasonable steps to appropriately offset the effect of the termination on You (e.g., by providing a refund); or
      • ii. By providing You with notice and transferring You to a reasonably similar alternative service for the remainder of Your Fixed-Length Agreement.
    • 19.6. If You breach a material term of this Agreement that is not related to the payment of charges, and We have given You notice of the breach, We may, at Our discretion, terminate the Service immediately if:
      • i. You have not remedied the breach within 30 days after receiving notice of the breach; or
      • ii. The breach cannot be remedied.
      • iii. Unless otherwise set out in this Agreement, We may terminate the Service after providing You with 14 days' notice if any amount You We Us in respect of the Service remains unpaid after the due date of the relevant invoice and remains unpaid after the expiry of the 14-day notice period; and
      • iv. We may terminate the Service at any time if You suffer an Insolvency Event.
    • 19.7. We may terminate the Service immediately if:
      • i. We are the subject of an Insolvency Event;
      • ii. We become aware or are advised by any Regulatory authority that applicable laws, rules, regulations, or any decision of a court or government authority prohibits the provision of the Service;
      • iii. Any application for consent required for the provision of the Service is rejected, terminated, lapses, or cannot reasonably be obtained;
      • iv. The termination or expiration of any head lease or licence governing the site from which the Services are provided, or where the Equipment and/or facilities are located; or
      • v. You vacate the premises to which the Service is connected without making arrangements to relocate the Service.
    • 19.8. If We terminate the Service pursuant to this clause, while We will generally give You as much notice as is reasonably practicable, We reserve the right to terminate the Service without any notice to You.

20. Effects of Termination

  • 20.1. The Agreement will terminate completely when all Services are terminated, except for clauses that are specifically expressed to or impliedly must survive termination.
  • 20.2. Termination of the Agreement does not affect any accrued rights or remedies of either party that have accrued up to the date of termination.
  • 20.3. Upon termination of a Service We may no longer supply, and You will no longer be entitled to receive, any element of the Service.
  • 20.4. If You have a Fixed-length Agreement, and prior to the minimum term:
    • i. You terminate a Service at will, or
    • ii. We terminate a Service due to Your breach, then We may charge You a Cancellation Charge .
  • 20.5. If You terminate the Service before We have commenced supplying it to You, We may charge You for reasonable costs incurred in taking steps to provide the Service.
  • 20.6. If You are in possession of any Customer Premises Equipment or other property belonging to Us, including but not limited to keys, access cards, confidential information, or proprietary configuration information, You must, at Our option:
    • i. Return the property to a location nominated by Us as soon as reasonably possible; or
    • ii. Allow Us, Our suppliers, or other Agents reasonable access to the facility where the property is situated for the purposes of uninstalling and collecting the property; or
    • iii. Verifiably destroy the property to Our satisfaction.
  • 20.7. You are responsible for all costs associated with the delivery, collection, or destruction of the property.
  • 20.8. We will assess the quality of the property upon taking delivery. We may impose reasonable charges for damage that exceeds fair Wear and tear, as Well as for any lost or stolen property.
  • 20.9. If We have not received the property within 7 days of Service termination, We may charge You for the replacement cost of the property and reasonable administrative costs
  • 20.10. If We are in possession of Your property or Customer Provided Equipment, unless otherwise specified, upon termination of the Service, We will:
    • i. Uninstall or disconnect the Equipment or property from Our facilities; and
    • ii. Store the Equipment at Our nearest office or facility for a period of 7 days. After 7 days, if You have not collected it, it will be deemed abandoned, and We may dispose of it as We see fit.
  • 20.11. If You are still able to use the Service after it is terminated, You remain liable for any charges arising from Your use of the Service. This obligation survives the termination of the Agreement.
  • 20.12. Upon termination, any outstanding payments owed by either party will become immediately due and payable.
  • 20.13. If payments owed to Us are not made within 10 Business Days of termination of this Agreement, We may take possession of and sell any Customer Equipment held at a data centre to recover the outstanding amounts. This obligation survives the termination of the Agreement.

21. Suspension of Services

  • 21.1. Notices of suspension and termination may be served simultaneously, and the suspension of the Service or the notice of intent to suspend the Service shall not prejudice any right We may have to terminate the Service. Similarly, the notice of intent to terminate the Service shall not prejudice any right We may have to suspend the Service.
  • 21.2. In some circumstances, We may provisionally suspend or restrict Your Service by providing You with as much notice as reasonably possible, which may be given reasonably soon after We have suspended or restricted Your Service. Suspension or restriction under this clause shall remain in place until the circumstances giving rise to the suspension or restriction have been satisfactorily resolved and We believe they are unlikely to recur. We may suspend or restrict Your Services if:
    • i. We believe it is reasonably required to prevent fraud, illegality, propagation of spam or malicious software, or interference with any other Network, howsoever caused;
    • ii. Problems are experienced interconnecting Our Network with any other Network;
    • iii. We cannot access Our or Your premises to perform necessary actions related to the Service or ensure the safety of the Service or related Equipment;
    • iv. You vacate the premises to which the Service is connected;
    • v. We believe it is reasonably required to prevent or mitigate interference with Our Network or Our ability to provide other services;
    • vi. Providing the Service becomes illegal, or We reasonably believe it will become illegal;
    • vii. We are required to comply with an order, instruction, request, or notice of a Regulator, emergency services organisation, or other competent authority; or
    • viii. A Force Majeure Event affects Our ability, directly or indirectly, to provide the Service.
  • 21.3. If We or Our suppliers need to conduct maintenance or repair work on any part of the Network or Equipment relevant to supplying Your Service, Your Service may be impacted. We will aim to give You reasonable notice if maintenance and repairs will impact Your Service; However, this may not always be possible. We also aim to schedule maintenance during times that are less disruptive, but in some circumstances, this may not be feasible
  • 21.4. If We reasonably believe that You are in violation of clause 4.2, We may require You to switch to a more suitable service. If You do not agree to switch, We may suspend or restrict Your usage of the Service, or require You to switch to a more suitable service.
  • 21.5. Unless otherwise set out in the Agreement, We may suspend the Service after providing 14 days’ notice to You if:
    • i. Any amount You owe Us in respect of the Service remains unpaid after the due date of the relevant invoice and remains unpaid after the expiry of the 14-day notice period;
    • ii. We reasonably consider You to be a credit risk.
    • iii. Your Service shall remain suspended until:
  • 21.6. You have paid all undisputed amounts, including any invoices in full by the relevant due date; or
  • 21.7. If We consider a credit risk exists, until You put in place or increase a credit security arrangement to Our satisfaction, in accordance with clause 8.18, and until You have paid all undisputed amounts owing, including any unpaid and overdue invoices to Us or any Voipsol Wholesale Group entity.

22. Effects of Suspension

  • 22.1. During a suspension, Your access to the Service may be limited or unavailable.
  • 22.2. If the Service is suspended due to circumstances reasonably attributable to You or Customer Provided Equipment for which You are responsible for maintaining, You must pay Us for the reasonable costs We incur in suspending and resuming the Service, as Well as for any fees that would normally be charged to You for the Service.
  • 22.3. If the Service is suspended due to circumstances not reasonably attributable to You or Customer Provided Equipment for which You are responsible for maintaining, You will be entitled to a refund of access fees paid to Us during the period of the suspension.

23. Authority of Employees and Agents

  • 23.1. We can reasonably rely on the authority of any of Your employees or Agents who inform Us that they have the authority to act on Your behalf in relation to any matter requiring Your consent.

24. Limited Liability

  • 24.1. You, Your Agents, and any other party making use of the Service are jointly and severally liable for all fees, as Well as any loss or damage arising out of or in connection with the Service. You indemnify Us for any loss, damage, or costs We incur in connection with Your or Your End Users’ use of the Service, including Equipment used in connection with the Service.
  • 24.2. We are not liable to End Users in contract, tort (including negligence), statute, or otherwise, if an End User makes a claim against Us in relation to:
    • i. use (or attempted use) of a Service in breach of this Agreement;
    • ii. Equipment used in connection with a Service in breach of this Agreement;
    • iii. Other services or products which rely on the Service; or
    • iv. Any other matter arising out of the relationship between You and Us.
  • 24.3. You must pay Us for any loss We suffer in connection with such claims, including Our own reasonable costs, which may be made against Us in respect of the matters listed in this clause.
  • 24.4. Notwithstanding anything else in this Agreement, to the extent permitted by law and without excluding, restricting, or modifying any rights or remedies to which You may be entitled under the consumer guarantee provisions in Parts 3-2 and 5-4 of the Australian Consumer Law, neither You nor Your End Users may bring any claim against any of Our Suppliers, Our Suppliers’ Related Bodies Corporate, or any of their respective personnel in connection with the supply (or any delay, failure to or defect in relation to the supply) of any products or services which are direct or indirect inputs to any products or services which are the subject of this Agreement.
  • 24.5. Clause 24.3 does not apply to a claim by You or Your End User for loss or damage suffered or incurred by the Customer arising from or in connection with:
    • i. any damage to, or loss of, tangible property to the extent that such losses are caused or contributed to by Our supplier, Our supplier’s Related Bodies Corporate, or any of their respective personnel or third-party suppliers; or
    • ii. the death or personal injury of any person to the extent caused or contributed to by:
      • a) negligent or wilful acts or omissions of Our supplier, Our supplier’s Related Bodies Corporate, or any of their respective personnel; or
      • b) any Equipment or Network owned, operated, or controlled by Our third-party supplier.
  • 24.6. Subject to paragraph (a) below, to the extent permitted by law, Your total liability for claims in connection with Our Agreement, whether due to an error on Your part, something not going as planned, or any other reason, is limited to three times the price paid or payable under the Agreement in the 12 months prior to the claim.
  • 24.7. The exclusions and limitations of liability in this clause do not apply to liabilities in relation to:
    • i. personal injury, including sickness and death;
    • ii. loss of, or damage to, tangible property;
    • iii. an infringement of Intellectual Property Rights or Moral Rights;
    • iv. any fraudulent act or omission or intentional misconduct of the Customer;
    • v. any indemnities given by You under this Agreement;
    • vi. any breach by You of any obligation under clause 28 (Confidentiality) or 29 (Privacy); or
    • vii. Cancellation Charge s and Cancellation Fees.
  • 24.8. We have statutory responsibilities and obligations under:
    • i. The Telecommunications Act;
    • ii. The Competition and Consumer Act, including Schedule 2, the Australian Consumer Law; and
    • iii. Other applicable laws, regulations, and codes.
  • 24.9. Nothing in Our Agreement with You removes or limits any of Your rights that cannot be excluded or modified under existing laws or regulations.
  • 24.10. If You have particular statutory rights as a consumer under the Australian Consumer Law and We breach them, Our liability in relation to goods or services which are not ordinarily acquired for domestic, personal, or household use is limited to (at Our option, acting fairly and reasonably):
    • i. In respect of goods, repairing or replacing those goods, or paying the cost of having those goods repaired or replaced; and
    • ii. In respect of services, resupplying the services, or paying the cost of having those services resupplied.
  • 24.11. Other than Your statutory rights which cannot be excluded, We expressly exclude all liabilities, rights, remedies, conditions, warranties, and other terms that may be implied by custom, statute, or common law, to the extent that is permitted by the law.
  • 24.12. If Your Service is interrupted or delayed, We accept liability to You, but Our liability is limited
    • i. As specified in any applicable Service Level Agreement; or
    • ii. If no Service Level Agreement applies to Your Service, to an amount equal to the charges billed in respect of the interrupted Service, pro-rated for the period of the interruption or delay.
  • 24.13. If something goes wrong and You face issues due to Our Services, We want to ensure You're treated fairly. At the same time, We also need to limit how much We are responsible for, so We can continue providing quality Services to all Customers. Please note that this limitation is an important part of Our Agreement with You and Our other Customers, and it's one of the reasons We can provide the Services at the price We do.
  • 24.14. To the extent permitted by law, Our total aggregate liability for claims in connection with Our Agreement, including claims related to Our Services – whether due to an error on Our part, something not going as planned, or any other reason – is limited to the total amount paid or payable to Us for the relevant Services under Our Agreement with You in the 6-month period immediately preceding the event that gave rise to the claim.
  • 24.15. This cap helps Us balance Our desire to fix issues and Your right to compensation with the need to keep Our service sustainable for all Customers. If You do have to make a claim against Us, the most We will be responsible for is the amount You've paid for Our Services in the six months preceding the date of the relevant claim.
  • 24.16. The exclusions and limitations of liability in this clause do not apply to Our liability in relation to:
    • i. Personal injury, including sickness and death;
    • ii. Loss of, or damage to, tangible property;
    • iii. An infringement of Intellectual Property Rights or Moral Rights;
    • iv. Any fraudulent act or omission or intentional misconduct; or
    • v. Any breach by Us of any obligation under clause 28 (Confidentiality) or 29 (Privacy).
  • 24.17. For services that are ongoing, We will calculate the cap based on the total fees paid during the last full 6 months of service before the claim arises. If the services have been active for less than 6 months, We will use the total fees paid from the start of the agreement until the claim arises.
  • 24.18. The following exclusions apply to clauses 20 and 21:
    • i. Neither party is liable to the other party (or any third party) for Consequential Losses.
    • ii. Each party is responsible for its own actions and the portion of any loss or damage caused or contributed to by them or their Representatives.
  • 24.19. We are not liable for any delays or failure to meet Our obligations under this Agreement if they result from a Force Majeure Event.

25. Warranties

  • 25.1. Each party represents and warrants to the other, on an ongoing basis, as follows:
    • i. It has full authority and capacity, and has taken all necessary actions, to enter into this Agreement and perform its obligations under this Agreement;
    • ii. Upon execution of this Agreement, its obligations hereunder will be valid, binding, and enforceable in accordance with their terms; and
    • iii. It holds all licences, permits, consents, and authorisations required under applicable laws for the provision or acquisition of the Services, as relevant, and will maintain such licences, permits, consents, and authorisations throughout the term of this Agreement.
  • 25.2. You represent and warrant to Us, on an ongoing basis, as follows:
    • i. You bear sole responsibility for selecting the Services to meet Your requirements. We make no warranty that the Services will be fit for any specific purpose or free from interruptions or errors; and
    • ii. You are solely responsible for ensuring that regular backups of Your data are created and maintained. We disclaim all responsibility for backing up or preserving Your data.

26. Complaints

  • 26.1. In case of any complaints regarding the Services, Customer must notify Voipsol in accordance with this Agreement.
    • i. Voipsol shall investigate and attempt to resolve any complaints in a prompt and reasonable manner.
    • ii. Voipsol shall use Our best endeavours to address and resolve complaints; However, if We are unable to resolve the complaint to Your satisfaction, You may, depending on the nature of the complaint, seek external review through agencies such as the Telecommunications Industry Ombudsman (TIO). The TIO scheme is available solely to individual consumers, small business consumers, and not-for-profit consumers. The scheme is not available to resellers.
    • iii. Complaints shall be handled in accordance with Our Customer Complaints Policy, which is accessible on Our Website at or upon request.

27. Amendment

  • 27.1. Voipsol may amend a Service, its features or functions, or the terms of this Agreement due to circumstances beyond Our control, including:
    • i. Changes in applicable law;
    • ii. Urgent changes necessary for security purposes, such as addressing a security vulnerability; or
    • iii. Changes implemented by a Supplier, including:
      • a. Modifications to the terms on which they supply Services to Us, including fee increases; or
      • b. Changes to the functionality, nature, or underlying technology of a Service.
  • 27.2. Voipsol shall provide Customer with prior notice of any changes; However, in certain circumstances, advance notice may not be feasible.
  • 27.3. Voipsol shall not change the fees charged under a fixed-length Agreement during its term unless:
    • i. The change results from an adjustment in the price charged by a Supplier for an input required for Your Service;
    • ii. The change is mandated by law or is necessary for security, fraud prevention, or technical reasons;
    • iii. The change pertains to a fee or charge required to comply with a Tax imposed by law;
    • iv. The change reflects a previously notified adjustment, such as an annual CPI adjustment for Service fees;
    • v. You agree to the change.
  • 27.4. Voipsol may introduce new charges or increase existing charges for administrative facilities (e.g., credit card payment processing). If such changes affects the Customer, then Voipsol shall:
    • i. Offer You a reasonable alternative administrative facility without additional charges; or
    • ii. If no reasonable alternative is available and the Service is contingent upon access to such a facility, provide You with the option to terminate the affected Service on fair terms.
  • 27.5. We may amend the terms of this Agreement for legitimate business purposes, including but not limited to:
    • i. Adapting to technological advancements or updates;
    • ii. Adjustments to meet evolving supply chain requirements;
    • iii. Modifications based on the availability or capabilities of technical services necessary to support a Service or feature; or
    • iv. Aligning with changes in Our business strategy.

28. Assignment and Subcontracting by Voipsol

  • 28.1. Voipsol shall assign, novate, transfer, or sublicense its rights and obligations under this Agreement to another responsible person or entity, including a purchaser of Voipsol’s business, provided that Voipsol gives the Customer reasonable written notice where practicable.
  • 28.2. Voipsol shall engage another person or entity, including a Related Body Corporate or a supplier, to perform its obligations under this Agreement. Notwithstanding such arrangements, Voipsol remains fully responsible to the Customer for the acts or omissions of any party it engages to fulfill its obligations.

29. Assignment by the Customer

The Customer shall assign its rights under this Agreement only with the prior written consent of Voipsol, which shall not be unreasonably withheld.

30. Transfer of Obligations by the Customer

  • 30.1. The Customer may transfer its obligations under this Agreement only if:
    • i. The Service is available at the location where the transferee intends to receive it; and
    • ii. The transferee satisfies all proof of identification, eligibility criteria for the Service, and credit rating requirements as determined by Voipsol.

31. Customer Rights to Cancel the Service

  • 31.1.Customer shall cancel an affected Service as follows:
    • i. Upon receiving notice of changes to this Agreement, You may cancel the affected Service by providing Voipsol with written notice.
    • ii. You must provide Voipsol with at least 30 days’ notice to cancel the affected Service.
    • iii. Any outstanding amounts for Services already delivered or Equipment provided by Voipsol must still be paid in full.

32. Effect of Not Cancelling the Service

  • 32.1.In the event, where Customer do not cancel the Service upon notice
    • i. Voipsol will consider that You have accepted the proposed changes as of the effective date specified in the notice; and
    • ii. The Agreement, as amended by the changes, will govern the relationship betWeen You and Voipsol from that date.

33. Governing Law and Jurisdiction

  • 33.1. This Agreement will be governed by and interpreted in accordance with the Laws of the State of Victoria, Australia.
  • 33.2. Each party irrevocably submits to the exclusive jurisdiction of the Courts in Victoria for any disputes arising from or related to this Agreement.

34. Exercise of rights and waiver of rights

If a party does not exercise a right to which it is entitled under this Agreement, such inaction does not constitute a waiver of that right. The party may exercise that right at a later time, provided the circumstances permitting the exercise of that right still exist.

35. Privacy

  • 35.1. By electing to receive the Service from Voipsol, You consent to Voipsol collecting, using, and disclosing Your personal information for the purposes of giving effect to this Agreement. Voipsol will collect and use Your personal information in accordance with the Services, its Privacy Policy, and the Privacy Act.
  • 35.2. You must promptly notify Voipsol at support@voipsol.com.au. of any complaint You receive regarding the use, disclosure, storage, transfer, or handling of Your Personal Information. Voipsol will comply with any reasonable direction provided by You concerning such a complaint.
  • 35.3. Voipsol is required by law to provide Your name, address, and phone number to the manager of the Integrated Public Number Database (IPND) for the Approved Purposes.
  • 35.4. Voipsol does not list phone numbers in public directories or directory assistance services.
  • 35.5. You must keep Your account contact details up to date to ensure that the IPND data is accurate and correct.
  • 35.6. You have the option to update Your IPND data via Voipsol's online platform(s). By choosing to use this method, You acknowledge and agree that You are solely responsible for the accuracy and completeness of the information provided.

36. Notices

  • 36.1. Voipsol shall issue an notice to the Customer in one of the following ways:
  • 36.2. Delivered or posted to Customer’s address specified in a Service Order or the postal address listed in Your account with Voipsol;
  • 36.3. Emailed to the Customer on the email address provided in a Service Order or Your primary email address listed in Your account with Voipsol.
  • 36.4. You may give a notice to Voipsol by:
  • 37.4. Either party must provide the other party with at least three (3) Business Days’ notice of any change in its address or email address for it to be considered a valid address under this Agreement.
  • 37.5. Any notice, consent, application, or request will be deemed to have been given or made at the following times:
    • i. if delivered, when left at the relevant address;
    • ii. If sent by post, the earlier of five (5) Business Days after posting or the date of confirmed delivery (e.g., via registered mail);
    • iii. If sent by email, the earlier of confirmation of receipt by the recipient or the sender’s email server report confirming error-free transmission to the recipient’s server.
  • 37.6. If any notice, consent, information, application, or request is delivered or a report of error-free transmission is received on a day that is not a Business Day, or if received after 5pm on a Business Day, it shall be treated as having been given or made at the beginning of the next Business Day.

38. Severability

  • 38.1. If any part of this Agreement is capable of being interpreted in a way that is illegal, unenforceable, or invalid, but can also be interpreted in a manner that makes it legal, enforceable, and valid, then the provision will be construed in the way that makes it legal, enforceable, and valid.
  • 38.2. If any part of this Agreement is deemed to be illegal, unenforceable, or invalid, that part will be severed from the Agreement, and the legality, enforceability, and validity of the remaining parts of the Agreement will not be affected.

39. Miscellaneous

  • 39.1. Except as otherwise provided in this Agreement or any related Contract, each party shall bear its own costs in relation to the preparation, negotiation, and execution of this Agreement and any document related to it.
  • 39.2. This Agreement, together with any relevant Service Order and Service Schedule, contains the entire understanding between the parties regarding the Services.
  • 39.3. This Agreement supersedes any prior agreements, understandings, or arrangements between the parties, whether oral or written.
  • 39.4. No representation, undertaking, or promise will be considered to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement, except as expressly stated in this Agreement.
  • 39.5. Neither party may rely on any prior document or anything said or done by the other party or its directors, officers, Agents, or employees before the execution of this Agreement, except as permitted by law.
  • 39.6. Each party must promptly execute all documents and take all actions reasonably requested by the other party to effect, perfect, or complete this Agreement and all transactions incidental to it.
  • 39.7. Other than the changes specified in this Agreement, no variation of this Agreement, any Service Contract, Service Schedule, or Service Order will be valid or effective unless it is in writing and signed by both parties.
  • 39.8. This Agreement will be binding upon and inure to the benefit of the parties' successors, assigns, heirs, executors, and administrators.

40. Interpretation

  • 40.4. Where a word or phrase is defined in this Agreement, its other grammatical forms shall have a corresponding meaning.
  • 40.5. A reference:
    • i. To the singular includes the plural and vice versa;
    • ii. To a document is a reference to that document as amended, consolidated, supplemented, novated, or replaced;
  • 40.6. To a party means a party to this Agreement;
  • 40.7. To a notice means a notice, approval, demand, request, nomination, or other communication given in writing by one party to another under or in connection with this Agreement;
  • 40.8. To a person (including a party) includes:
    • iii. An individual, company, other body corporate, association, partnership, enterprise, firm, joint venture, trustee, or
    • iv. A Government Agency; and
    • v. The person's successors, permitted assigns, substitutes, executors, and administrators;
  • 40.9. To a law:
    • vi. Includes a reference to any legislation, treaty, judgment, rule of common law or equity, or rule of any applicable stock exchange;
    • vii. Is a reference to that law as amended, consolidated, supplemented, or replaced; and
    • viii. Includes a reference to any regulation, rule, statutory instrument, by-law, or other subordinate legislation made under that law;
    • ix. To proceedings includes litigation, arbitration, and investigation;
    • x. The word "including" or "includes" means "including, but not limited to," or "includes, without limitation."

41. Definitions

  • 40.1. Agents means a person acting on Our or Your behalf in relation to the Service. Our Agents may at times include suppliers or contractors outside the Voipsol Wholesale Group.
  • 40.2. Agreement means an entire agreement betWeen You and Us
  • 40.3. Voipsol Wholesale Group; has the meaning given in the “Parties” section of this Master Services Agreement.
  • 40.4. Billing Period means 1 month, unless specified otherwise in an Annex or Critical Information Summary.
  • 40.5. Business Day means a day betWeen Monday and Friday that is not a public holiday in the state of Victoria.
  • 40.6. Business Hours means betWeen 7:00AM and 8:00PM, Monday to Friday AEDT.
  • 40.7. Call Recording Storage means an additional Hosted PBX service for the storage of Call Recordings on VOIPSOL Equipment.
  • 40.8. Cancellation Fee means a fee specified in the Rate Card or Critical Information Summary which becomes payable immediately if the Service is terminated in certain circumstances.
  • 40.9. Cancellation Charge means all remaining months of a fixed term contract.
  • 40.10. Carriage Service Provider has the same meaning as “Carriage Service Provider” as defined in Competition and Consumer Act the Telecommunications Act.
  • 40.11. Carrier has the same meaning as “Carrier” as defined in the Telecommunications Act.
  • 40.12. Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth).
  • 40.13.Consequential Loss means any loss of profit or revenue (including potential profit or revenue), loss of business opportunities, loss of goodwill, loss of productivity or production, loss of data, loss caused by additional labour costs or loss caused by additional costs incurred in mitigating any circumstance.
  • 40.14. CPI means the Consumer Price Index All Groups (Australia).
  • 40.15. Corporations Act means the Corporations Act 2001 (Cth).
  • 40.16. Customer means legal entity within Australia that subscribed and uses VOIPSOL services for its own use or for the purpose of reselling as agreed with VOIPSOL. This could be a company or an individual.
  • 40.17. Customer Premises Equipment means any Equipment which We own but must install on Your premises in order for You to receive and make use of the Service.
  • 40.18. Customer Provided Equipment means any Equipment You own which You use in connection with the Service or to receive the Service in place of Customer Premises Equipment. In some cases, We may sell You Equipment which will be subsequently used to receive the Service, this will be considered Customer Provided Equipment.
  • 40.19. Dispute Notice means a notice in writing formed which notifies Us that You are disputing certain fees, charges and commissions.
  • 40.20. End User means any person who makes use of a Your Service (or part of Your Service) with Your consent, or from Your premises, or using Your Equipment or log-in credentials or as a result of You reselling the Service to them (in whole or in part).
  • 40.21. Equipment includes but is not limited to routers, masts, antennas, toWers, rack-mount chassis, servers and similar things.
  • 40.22. Fault Notification System; means a series of contact points to receive reports of faults.
  • 40.23. Fax-to-Email means an additional Hosted PBX service to send faxes via email. Fixed-length Agreement; means an agreement which has a specified minimum term during which We agree to supply the Service to You and You agree to acquire the Service from Us.
  • 40.24. Force Majeure Event; means an extraordinary event beyond the control or reasonable contemplation of all parties, including but not limited to; flooding, cyclone, storm, earthquake, volcanic eruption, any other natural disaster, fire, explosion, civil unrest, civil war, riot, invasion, insurgency, act of terror, blockade, embargo, supplier failure, marshal law, usurped poWer, confiscation, nationalisation, hostilities (regardless of declaration of war), strike action, labour dispute, lockout, crime (including extra-ordinary acts of cybercrime or state- sponsored acts adversely affecting cyber security), extended poWer outage, or other adverse, emergency or extraordinary event.
  • 40.25. Hosted PBX; means a cloud-based phone system that includes call routing and other advanced features, provided by VOIPSOL. Several advanced features are an additional service of Hosted PBX including; Fax-to-Email, Call Recording Storage, Outbound SMS and Integrations. End Users are provided with a Web portal also known as Customer Portal to manage their Hosted PBX.
  • 40.26. Insolvency Event; means: an application is made to a court of competent jurisdiction for an order that the relevant party be wound up, declared bankrupt or a provisional liquidator be appointed where such an application is not withdrawn, struck out or dismissed within 14 days of being made; a liquidator is appointed to the relevant party; a decision is taken to appoint an administrator to the relevant party or a controller in respect of any of the party’s assets; the relevant party enters into or proposes to enter into an arrangement or composition with or assignment for the benefit of creditors except as part of a reconstruction or amalgamation while solvent; anyone on behalf of the relevant party proposes a reorganisation, moratorium, deed of company arrangement or other administration arrangement which involves these, or the winding up and dissolution of the relevant party; the relevant party states that it is or is or is presumed to be under any applicable law, insolvent; the relevant party becomes insolvent under administration as defined in section 9 of the , Corporations Act or action is taken which could result in that event; the relevant party fails to comply with a statutory demand as a result of section 459F(1) of the Corporations Act ; or the relevant party dies, or is dissolved, deregistered, wound up or otherwise ceases to exist as an entity capable of purchasing and receiving Services; anything having a substantially similar effect to any of detrimental impact the dealings above happens to the relevant party under the law of any jurisdiction.
  • 40.27.Integrations means an additional Hosted PBX service to activate APIs, Webhooks, and integration features.
  • 40.28. Interest means as set by the Reserve Bank of Australia plus 5%.
  • 40.29. Network has the same meaning as “telecommunications Network” as defined in the Telecommunications Act.
  • 40.30. Ongoing Agreement; means an agreement with no specified term which automatically renews on a monthly basis until You notify Us that You wish to terminate it.
  • 40.31.Outbound SMS means an additional Hosted PBX service offered to SMS-enabled phone numbers only that facilitates the sending of SMS messages over the internet.
  • 40.32. Privacy Policy means the VOIPSOL Wholesale Privacy Policy as published on Our Website.
  • 40.33. Purchased Equipment means Equipment or Facilities that We sell to You, either to use with a Service We also provide You or otherwise.
  • 40.34. Rate Card means the document entitled “Rate Card” which shows the prices, rates and charges associated with the Service. It typically includes the costs for call termination, along with other specific Service charges.
  • 40.35. Regulator means the Australian Communications and Media Authority, the Australian Competition and Consumer Commission, the Telecommunications Industry Ombudsman or any other competent authority, government body or statutory body with poWers to regulate Our conduct.
  • 40.36. Related Bodies Corporate; has the meaning given to the term in the Corporations Act.
  • 40.37. Representative means in respect of a Party, its employees, directors, Agents, representatives and contractors.
  • 40.38. Security Deposit; this is an amount We determine for You to pay as security, allowing Us to offer You a credit limit and 14-day credit terms with post-paid billing. We hold the deposit on Your behalf in case of payment defaults or credit risks. Service; means the Service specified in the Service Order and any related goods or services which We supply to You in connection with the Service.
  • 40.39. Service Schedule; means, a document entitled “Service Schedule” which describes the nature of a Service being purchased and any specific terms which apply to Services of that type.
  • 40.40. Service Level Agreement means the section entitled “Service Level Agreement” as part of a Service Schedule which specifies the minimum levels of service which We will uphold as part of the agreement and what will occur if We fail to meet those levels.
  • 40.41. Service Order means the document entitled “Service Order” which when completed and returned to Us constitutes an offer by You to Us to purchase a Service of the type listed in the Service Order from Us. Details on the Service Order include the nature of the Service being ordered, the address to which the Service is to be delivered, any special notes on the Service as Well as Your billing and contact details.
  • 40.42. Service Rebate means a rebate paid to You in accordance with clause 12 (Service Level Agreements) for an amount in accordance with an applicable Service Level Agreement.
  • 40.43. Service Start Date means the date when We commence supplying the Service to You.
  • 40.44.Service Terms and Conditions means a document entitled “Service Terms and Conditions” or “Critical Information Summary” which describes the nature of a Service being purchased and any specific terms which apply to Services of that type.
  • 40.45.Target Service Start Date means the date, if specified in the Agreement or notified to You, by which We will attempt to commence supplying the Service to You.
  • 40.46. Tax means any value-added, goods or services, excise, sales, withholding or environmental Tax, charge, rate, duty, impost or tariff but does not include Taxes levied on income or capital gains.
  • 40.47. Telecommunications Act means the Telecommunications Act 1997 (Cth) and its regulations.
  • 40.48. We; has the meaning given in the “Parties” section of this Master Services Agreement (Us, Our and other similar language is to be construed accordingly).
  • 40.49. You means the person who fills out the Service Order, or the entity or person on whose behalf the person who fills in the Service Order was acting, and, as relevant, includes Related Bodies Corporate. (Your, Yours and other similar language is to be construed according).