Phone Word Licence

Terms & Conditions

1 Introduction
1.1 This document sets out the terms and conditions on which We provide the services that You have selected ("the Services") . It outlines the rights and obligations of both parties.
1.2 Some words or expressions within this agreement have special meanings. Those words or expressions are capitalised for ease of reference.
1.3 If You are acquiring the use of more than one Licensed Telephone Number from Us, a separate agreement with identical terms and conditions to this agreement, applies in relation to each Licensed Telephone Number.
2 Definitions
2.1 "Telephony Service" means the telephony component of the Services specified in the application form (if applicable).
2.2 "Loss" means any loss, cost, liability or expense. It includes legal expenses on a full indemnity basis.
3 Licence to use specified telephone number
3.1 We will grant You an exclusive licence ("the Licence") to use that number in the Geographic Areas that You nominated on the application form, for the term of this agreement.
3.2 We will promptly notify You in writing once we have granted the Licence.
3.3 The Licence will commence on the date on which We notify You that We have granted the Licence to You.
3.4 We do not warrant that We will be able to secure the right to licence the Licensed Telephone Number to You ("the Licensing Rights"). We are not liable for any loss or damage that You may incur if We are unable to obtain the Licensing Rights. Therefore, until We notify You in writing that we have secured the Licensing Rights, You must not:
3.4.1 Use or promote the Licensed Telephone Number in any way; or
3.4.2 Incur any costs associated with Your anticipated use of the Licensed Number, such as the production of stationery or promotional material.
3.5 It is a condition precedent to this agreement that We are able to secure the Licensing Rights within 30 days of the date of this agreement. If We do not secure the Licensing Rights within that time:
3.5.1 This agreement will automatically terminate.
3.5.2 We will refund in full any amount that You have paid Us in respect of the Licence.
4 Telecommunications services
4.1 You are free to nominate a supplier other than Us to supply You with the telecommunications service ("the Third Party Telecommunications Service") required to utilise the Licensed Telephone Number. If you do this:
4.1.1 You are responsible for acquiring the necessary Third Party Telecommunications Service.
4.1.2 You must advise us in writing of the details of the Third Party Telecommunications Service.
4.1.3 You are free to change the Third Party Telecommunications Service as You wish. If you do this, You must promptly advise us in writing of the details of the new Third Party Telecommunications Service.
4.1.4 We are not liable for quality or service issues relating to the Third Party Telecommunications Service.
4.1.5 You are responsible for all charges associated with the use of the Third Party Telecommunications Service, including the cost of acquiring that service, and all call charges.
5 Term
5.1 The Term of the Licence ("the Term") will commence on the date specified in paragraph 3.3. It will continue until the end of the Initial Licence Period specified on the application form, or as renewed under paragraph 5.2.
5.2 After the Initial Licence Period and each subsequent renewal period, the Licence will automatically renew for the same period as the Initial Licence Period ("the Subsequent Licence Period"), unless either party terminates this agreement in accordance with paragraph 6.
5.3 If We are supplying a Telephony Service under this agreement, the Telephony Service will commence as soon as practicable after the commencement date of the Licence. The Telephony Service will continue indefinitely unless either party terminates this agreement in accordance with paragraph 6.
6 Termination
6.1 Termination by You
6.1.1 You may terminate this agreement at any time by giving Us 30 days' written notice.
6.2 Termination by Us
6.2.1 We may terminate this agreement, if: You breach any condition or warranty within this agreement, and You do not rectify the breach within 14 days of Us asking You to do so. You become insolvent.
6.2.2 We may also terminate this agreement: If, due to circumstances beyond Our control, We are unable in Our reasonable opinion to continue to licence the Licensed Telephone Number to You. These circumstances may include changes to applicable law, or the terms on which We hold the Licensing Rights. If We provide a Telephony Service to You, We may terminate those services upon 30 days written notice. You are entitled to source the Telephony Service from another supplier.
6.3 We may charge You an early termination fee if, during the Initial Licence Period or any Subsequent Licence Period:
6.3.1 You terminate this agreement for any reason.
6.3.2 We terminate this agreement in accordance with paragraph 6.2.1.
6.4 The early termination fee will be the Monthly Licence Fee multiplied by the number of months remaining in the Initial Licence Period or the Subsequent Licence Period, as the case may be.
6.5 Immediately following the end of the Term:
6.5.1 This agreement will terminate.
6.5.2 All of Your rights to the Licensed Telephone Number, including the right to use it, will immediately cease.
6.5.3 You must not market, promote or use the Licensed Telephone Number.
6.5.4 You must take reasonable steps to inform Your customers and any other parties that may associate the Licensed Telephone Number with You, that they can no longer contact You by calling the Licensed Telephone Number.
6.5.5 Your must not, for 1 year after the Term, register or utilise any business name or trademark which is substantially or deceptively similar to the Licensed Telephone Number, or any words that can be composed using the Licensed Telephone Number.
7 Charges for Licensed Telephone Number
7.1 On each annual anniversary of the Commencement Date during the Term, We may change the Monthly Licence Fee to the compounded amount of the Monthly Licence Fee at the commencement of this agreement increased by 5% for each full calendar year since the commencement of this agreement.
8 Charges for Telecommunication Services
8.1 Call allowances included in the Telephony Service are not cumulative. Unused allowances are not carried forward from one billing period to the next. They cannot be redeemed for credit or a refund.
8.2 We may change call prices or inclusions at any time by giving 30 days written notice to You.
9 Payment
9.1 You must pay all charges in full by the due date shown on the invoice, and without set-off.
9.2 If You do not pay any amount due to Us by the due date, We may:
9.2.1 Restrict , suspend or terminate the Services and any other services that We supply to You.
9.2.2 Use an external service to collect the debt.
9.2.3 Charge You a late payment fee.
9.2.4 Add Our collection costs to the amount that You owe Us.
9.2.5 Report Your payment default to a credit reporting agency.
9.3 If We restrict, suspend or terminate the Services, We reserve the right not to reinstate the Services or any part of them until You have paid all outstanding amounts on each of Your accounts. If We have terminated any part of the Services, We may decline to reinstate then or any part of them.
9.4 We endeavour to invoice all charges promptly. However Your invoice may include charges that relate to a prior billing period. In some cases, these charges may occur after the Services have been terminated.
9.5 We may set off any amount that We owe You against an amount that You owe Us.
9.6 If any payment by You is dishonoured, We may charge You a dishonour fee.
9.7 If We restrict or suspend any part of the Services due to a default on Your part, We may continue to charge You for the Services at the same rate as would have been the case had the Services continued.
10 Your warranties and indemnities
10.1 You warrant that:
10.1.1 You will not use the Services for any unlawful purpose, or in such a manner which, in our reasonable opinion, is offensive or is likely to cause offence.
10.1.2 You will comply with all applicable laws, industry codes and regulations in relation to Your use of the Services.
10.1.3 Your use and marketing of the Licensed Telephone Number (and any words that can be composed using the number) will not infringe the rights of other people. This includes any trademark or other intellectual property rights.
10.1.4 Your use of the Licensed Telephone Number will not mislead or deceive, or be likely to mislead or deceive other people.
11 Indemnities
11.1 You indemnify Us against any claim against Us, or any Loss we may incur, connected with Your use of the Services. This also includes use by Your servants, agents, contractors, customers or anyone else.
11.2 You fully indemnify Us against any action that any person may take against Us in relation to Your use of the Services.
11.3 It is Your responsibility to determine whether the Services are suitable for Your intended purpose. We make no warranties or representations in relation to this.
11.4 All terms, conditions or warranties which may be implied into this agreement, statutory or otherwise, relating to the provision of the Services by Us are excluded to the maximum extent permitted by law.
11.5 You may be entitled to rights and remedies which cannot be lawfully excluded by agreement. Where this is the case, in any period Our total aggregate liability to You for any Loss suffered by You under this agreement or in connection with the Services is limited to:
11.5.1 The amount that You paid Us in respect of the Services during that period;
11.5.2 The re-supply of the Services for an equivalent period; or
11.5.3 The cost of re-supplying the Services for an equivalent period.
11.6 The indemnities in this agreement survive the termination of this agreement.
12 Sub-licence
12.1 You may sub-licence the use of the Licensed Telephone Number, provided that You have obtained Our prior written consent. We will not withhold that consent unreasonably.
12.2 If You sub-licence the use of the Licensed Telephone Number:
12.2.1 You must ensure that the sub-licence is consistent with the terms of this agreement.
12.2.2 You must ensure that the sub-licence terminates automatically upon termination of this agreement.
12.2.3 You must fully indemnify us against any Loss resulting from Your sub-licensing of the Licensed Telephone Number.
12.3 You must not resell any Telephony Service that We provide under this agreement.
13 General
13.1 You are not entitled to any goodwill connected with the Licensed Telephone Number.
13.2 If You wish to assign or transfer Your rights or obligations under this agreement, You must first obtain Our written consent. We will not withhold that consent if the assignment is to a person who is purchasing Your business and We are satisfied of that person's creditworthiness.
13.3 Neither party may disclose any information associated with this agreement, except for information that is publicly available, without the prior written consent of the other party. This restriction does not apply to disclosures that are reasonably necessary in order for either party to sell their business.
13.4 Any variation to this agreement, other than as expressly provided within this agreement, must be by mutual written consent of both parties.
13.5 This agreement is governed by the laws of Queensland. The parties must submit to the jurisdiction of the Courts of Queensland unless they agree otherwise in writing.