Terms & Conditions for Outbound Services (updated Feb 2010)
The following sets out the terms and conditions between you ("the Customer"), and Zintel Communications Ltd.
A.B.N 96 094 300 311 ("Zintel"), for the provision of agreed services.
1. Definitions
a) Agreement: the agreement for the provision of the Services between Zintel and the Customer comprising these Terms and Conditions, the Application for Service or Account Application or any other similar documents, Zintel's current Schedule of Charges applying from time to time, and any other documentation authorising the transfer or connection of services to Zintel or any schedules to the application. This Agreement (as varied from time to time by Zintel) contains the entire agreement between Zintel and the Customer to the exclusion of any and all prior agreements be they written or oral.
b) Carrier: a telecommunications carrier licensed under the Telecommunications Act 1997 (Cth) as a general carrier or a public mobile telecommunications carrier.
c) Current Supplier: a Carrier, telecommunications service provider, or equipment supplier who supplies telecommunications services or equipment to the Customer at the time of signing of this document.
d) Services: comprises those works and/or services provided by Zintel.
e) Words not defined in these Terms and Conditions have the same meaning as in the Telecommunications Act 1997 (Cth).
2. Services
a) Zintel may from time to time vary the composition or characteristics of the provision of these Services, including selection of the Carrier.
b) Zintel will provide service to the extent, and to the standard, its Carriers provide those services to Zintel.
c) Zintel does not warrant that it will be able to provide all services and will not be liable for any failure to do so.
d) The Customer will not, in its use of the Services, breach any law, breach any person's rights, or otherwise cause loss, liability, or expense to Zintel or any Carrier.
e) The Customer must when using the Services, comply with all statutes, regulations, by-laws, or license conditions of any government body.
3. Credit Check
a) Prior to connection of services Zintel will conduct a credit assessment. The Customer is required to provide all information necessary to complete this assessment.
b) Zintel requires that the Customer provide Zintel authorisation so Zintel, if required:
i. may obtain from a credit-reporting agency a credit report;
ii. may seek from any credit provider named in a credit report in the Customer's application, information in relation to the Customer's credit rating including and without limitation, any information about the Customer's credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive under the Privacy Act;
iii. may make independent enquiries of third parties concerning the Customer's financial standing and, for this purpose, the Customer has authorised and permitted such third parties to supply such information regardless of any confidentiality or privilege, which applies to the information sought; and
iv. may provide to any Carrier, or its related corporate bodies, such information concerning the Customer.
4. Transfer of Account from Your Current Supplier
a) By signing this Agreement Zintel is authorised to sign, on the Customer's behalf and in their name, forms of authority to their Current Supplier to transfer the services as directed.
5. Transfer from Zintel to Another Supplier
a) In the event that the Customer wishes to terminate supply of service from Zintel and transfer their services to another supplier, the Customer remains responsible to Zintel for any charges billed or payable until the provision of the Services by Zintel ceases.
b) The provision of Services ceases when Zintel transfers the Customer's accounts to another supplier and the other supplier takes over full billing of those services.
c) If after that date Zintel becomes aware of any other charges relating to those Services up to and including the date at which the provision of Services ceases, then the Customer remains liable to pay Zintel all such amounts on receipt of invoice under our normal payment terms.
6. Equipment
a) The Customer is responsible for ensuring that their PABX or other network equipment has been programmed, as specified by Zintel.
b) Any equipment at the Customer's premises used to provide Services to the Customer through another supplier might be disconnected upon transfer to Zintel. It is the Customer's responsibility to notify their Current Supplier of the change in provision of their Services to Zintel.
7. Pricing & Charges
a) The Customer will be charged for Services according to Zintel's current prices as published from time to time, or in line with an agreed pricing proposal. Publication of new pricing shall be constituted by the creation of a new schedule of charges or part thereof and the making that new schedule of charges available at the head office of Zintel.
b) The Customer acknowledges that local calls may not be itemised in the account and agrees that Zintel shall not be required to provide itemisation of local calls at any time.
c) You may terminate this agreement by giving 30 days written notice to Zintel. If your Account has a fixed Contract period, service cancellation within the Contract period will incur an Early Termination Fee along with all outstanding usages charges.
d) The early termination fee payout is $250 plus the monthly line rental charge multiplied by the remaining months of the contract.
e) Contract term is from contract start date on Application form.
8. Payment
a) Payment of an account must be made by the date specified in the account ("Due Date"). If you dispute in good faith an amount in the account, you must notify us in writing setting out reasons for the dispute and the amount in dispute. Notwithstanding any dispute, you must pay the whole amount of each account by the Due Date.
b) Zintel may include in any account rendered to the Customer any charges for services provided to the Customer by any carrier that has been rendered to Zintel.
c) If you do not pay the invoice by the Due Date we may charge a flat rate of $20 per month per account or interest at the rate of 1.5% per month or part thereof on the outstanding amount of the invoice, whichever is the greater, and suspend any or all of your Services pending payment of outstanding amounts on the invoice.
9. Terms of Agreement
a) This Agreement will commence on the date of signature of the Agreement and will continue until either party gives the other party one month's (30 days) written notice of termination of this Agreement.
b) Zintel may terminate this Agreement forthwith and without prejudice to any rights or remedies existing at the date by giving written notice to the Customer if:
i. The Customer has breached any term or condition of this Agreement; or
ii. A receiver or receiver manager has been appointed over any of the property of the Customer; or
iii. If a liquidator or provisional liquidator is appointed to the Customer; or
iv. If the Customer enters into any arrangements with its creditors; or
v. The Customer assigns or otherwise deals with his rights under this Agreement; or
vi. If the Customer ceases to carry on business;
vii. If the Customer is an individual then the death or bankruptcy, or threatened bankruptcy of the Customer; or viii. If there is a material change in the Customer's direct or indirect ownership or control, any of which occur without Zintel's prior written consent.
c) Zintel may terminate this Agreement at any time with immediate effect by giving notice to you in the event that the Carriers cease to provide necessary Services to Zintel.
d) If this Agreement is terminated in accordance with clause 9.(c) and a Carrier arranges to supply the Customer other than through Zintel, the Customer acknowledges that the Carrier may not be able to make those arrangements immediately and once the Carrier has made those arrangements the services acquired by the Customer from the Carrier may be acquired on the then applicable Carrier's tariffs and terms and conditions and the Carrier will bill the Customer accordingly.
10. Confidentiality
a) The Customer will keep confidential all information supplied by Zintel or the Carriers.
b) Zintel will keep confidential all information supplied by the Customer, except as provided under Clause 3 or for the purposes of recovery of amounts due to Zintel.
11. Transfer of this Agreement
a) The Customer's rights under this Agreement are personal and you cannot assign or attempt to assign any right or obligation under this Agreement.
b) Zintel may assign any or all of its rights and obligations under this Agreement at any time, by notifying the Customer in writing of same.
12. Limitation of Liability
a) Save for the provisions of clause 12.d) all terms, conditions, warranties, undertakings, inducements and presentations, whether express or implied, statutory or otherwise, relating to the services provided by Zintel are excluded.
b) Save for the provisions of clause 12.d) Zintel shall not be liable to any Customers or any third party for any loss or damage of any kind whatsoever and howsoever arising whether direct or indirect, consequential or economic damage including without limitation loss of income or profit or loss of actual potential business opportunities.
c) The exemptions, limitations, terms and conditions in these terms and conditions shall apply whether or not loss or damage is caused by negligence or actions constituting fundamental breach of contract.
d) Insofar as goods or services supplied by Zintel are not of a kind ordinarily acquired for personal domestic or household consumption, and unless the Customer establishes that reliance on this provision would not be fair and reasonable, the liability for a breach of a condition or warranty; implied into this contract by the Trade Practices Act 1974 (other than a condition implied by Section 69) is limited:
i. in the case of goods to any one of the following as determined by Zintel:
1. the replacement of the goods or the supply of equivalent goods; or
2. the repair of the goods; or
3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
4. the payment of the costs of having the goods repaired;
ii. in the case of services to any one of the following as determined by Zintel;
1. the supply of the services again, or
2. the payment of the cost of having the services supplied again.
e) The Customer acknowledges that any liability of any Carrier to the Customer, in relation to the Services, is governed by the Terms and Conditions on which the Carrier supplies that service to its own retail Customers.
13. Authorised Signatories & Guarantee
a) The persons signing this Agreement on behalf of the Customer warrant that they have full power of authority to bind the Customer in respect of this Agreement.
b) The Guarantor guarantees to Zintel the due and punctual payment by the Customer of all moneys payable in respect of services provided, as and when those moneys become due and payable by the Customer. This guarantee shall be a continuing guarantee and shall not be discharged or affected by us giving any extension of time or credit, waiver or consent at any time to the Customer or by any amendment to, of the invalidity of, any agreement in respect of the supply of services.
14.Miscellaneous
a) Any notice, demand, consent or other communication between Zintel and the Customer may be delivered personally, sent prepaid mail, registered email or by facsimile to the address of the other as last notified.
b) Clauses 3,5,6,7,8,10 and 12 shall survive the termination of this Agreement.
c) This Agreement shall be governed by and construed in accordance with the laws of New South Wales and shall hereby submit to the jurisdiction of the courts of that State.
d) If any part of this Agreement is found to be invalid or of no force or effect, this Agreement shall be construed as though such part had not been inserted and the remainder of this Agreement shall retain its full force and effect.