1. Agreement

2. Definitions

3. Term

4. Services and payment

5. General

6. Your responsibility

You are responsible for and have to pay for any use of your Service, whether you authorize it or not. You are responsible for ensuring your IT infrastructure is secure and appropriate controls in place to prevent unauthorized personnel from learning your Xenex credentials or using Equipment pre-configured with Xenex credentials.

We recommend you consider taking measures to protect yourself from unauthorized use of your Service. Any person who uses your Service, or allows someone else to use it, is jointly and individually liable with you for any charges relating to that use:

7. Tell us if things change

8. Charges and payment

8.1 Charges

8.2 Bills

8.3 Credit Card payments

8.4 Late or dishonored payments

8.5 Adjustments

9. Your rights to cancel or suspend your Service

9.1 Choosing to cancel your Service

9.2 Material breach by us

9.3 Your other rights to cancel

9.4 Refunds of prepayments

10. Choosing to cancel your Service

10.1 We can cancel your Service before the end of the Term set out in Item 4 if:

10.2 If we cancel your Service in this way, we will not charge you an Early Termination Charge.

11. Our rights to cancel or suspend your Service

11.1 We can cancel or suspend your Service at any time if:

11.2 You will be in material breach of this Agreement if you:

11.3 Breach your obligation to pay our charges for your Service;

11.4 Use your Service in a way which we reasonably believe is fraudulent, poses an unacceptable risk to our security or Network capability or is illegal or likely to be found illegal.

11.5 Using your Service this way is also a breach that cannot be remedied.

11.6 We can charge you the applicable Early Termination Charge if you are a Fixed Term Contract Customer and we cancel your Service before the end of the Term because of your material breach.

11.7 We can suspend or restrict the provision of your Service during the period before we cancel your Service because you are in material breach of this Agreement. If you ask us to reconnect your Service following your suspension for failing to pay an account, you may have to pay us a reconnection fee. The amount of the reconnection fee is the greater of $100 or $10 per connection.

12. Our other rights to cancel, suspend or restrict your Service

12.1 We can cancel, suspend or restrict your Service by telling you with as much warning as we reasonably can if:

12.2 We can also cancel, suspend or restrict your Service by telling you with as much warning as we reasonably can if:

12.3 We can charge you any applicable Early Termination Charge if you are a Fixed Term Contract Customer and we cancel your Service before the end of the Term.

13. Maintenance and repair work

13.1 We can also suspend or restrict your Service temporarily if we reasonably believe it is desirable or necessary to do so to maintain or restore any part of our infrastructure or a Network used to supply your Service.

13.2 Where possible, maintenance and repair work will be attempted to be performed at times that will cause the least inconvenience to our customers. However, where your pre-requisite internet Service is supplied by a third party, we are unable to determine the times for this work or provide information about the third party. In these circumstances, we will try and give you as much warning as we reasonably can. If we have no alternative but to cancel your Service due to necessary maintenance or restoration of any part of our infrastructure or a Network used to provide your Service, we will not charge you an Early Termination Charge.

14. Termination

14.1 If a party materially breaches this Agreement and does not remedy the breach within 30 days of receiving a notice to do so, then the other party may (by notice) cancel that relevant Service Schedule or terminate this Agreement.

14.2 If for any reason this Agreement expires or terminates or is canceled:

15. If you use your Service for business purposes

15.1 If you are or become or operate as a “carrier” or “carriage Service provider” of telecommunications services, you have to tell us. We can refuse to provide a retail Service to you if you tell us or we reasonably believe that you are operating and using retail Services as a carrier or carriage Service provider. We can also cancel or suspend your retail Services by telling you in writing 30 days before we do so. You can enter into a written agreement with us for the supply of wholesale Services if you choose to do so. If we do not exercise a right under this clause fully or at a given time, we can still exercise it later.

16. Consent

16.1 We occasionally need your consent to do certain things. We can rely on the authority of any of your employees who tell us they have the authority to give your consent, as long as we act reasonably.

17. Our liability to you

17.1 Interruption or delay

17.2 When we are not liable

17.3 Beyond our control

17.4 After cancellation or suspension

17.5 Your liability to us (Joint customers)

17.6 Liability and excluded types of loss

17.7 After cancellation or suspension

18. Telephone numbers and PINs

18.1 The Telecommunications Numbering Plan sets out rules for issuing, transferring and changing telephone numbers. We must comply with the Telecommunications Numbering Plan. In using your Service, you must not do anything that would be inconsistent with the Telecommunications Numbering Plan or that would adversely affect our ability to comply.

18.2 You do not own or have any legal interest or goodwill in any telephone number issued to you. You are entitled to continue to use any telephone number we issue to you, except in circumstances where the Telecommunications Number Plan allows us to recover the number from you.

18.3 Because you have to pay for any use of your Service, whether you authorize it or not, we recommend you protect the security of any PIN or password used with your Service.

19. Supply of Equipment

19.1 To the extent permitted by law, we make no warranty or representation, express or implied, in relation to the Equipment.

19.2 Subject to the terms of any Equipment manufacturer’s warranty, and to the extent permitted by law, if during the warranty period of that manufacturer’s warranty, you notify us in writing of a defect or malfunction, we will, at our discretion:

19.3 The legal and beneficial title in the Equipment remains with Xenex until such time as all claims, debts or amounts of money owed by you to us for that Equipment has been paid in full to Xenex and until such time you hold the Equipment as bailee for Xenex.

19.4 We are not liable under cause 20.2 to the extent that a defect or malfunction is caused by:

20. Title to Equipment

20.1 Where your Equipment not been fully paid for by you, you must not and must ensure your employees, contractors and agents, do not do anything, or fail to do anything which might adversely affect our interest, including selling, assigning, or permitting any charge, lien, mortgage or encumbrance to be created in any Equipment supplied by us.

21. Accessing your Premises

21.1 When we can access your Premises

21.2 You owe us the value of our Equipment as a debt due if we cannot access your Premises to recover it.

21.3 If you do not own your Premises, you have to get the owner’s permission for us to access the Premises and install any Equipment. You promise to us that you have got that permission.

22. Security

22.1 At any time, we can require you to provide some form of security (e.g. a security deposit, a charge or bank guarantee) or pay some or all of the charges for your Service in advance. We will only do so if we have reasonable concerns about your creditworthiness or have reasonable grounds for believing that we may not be paid for this Service. In the case of new Services, we can refuse to provide you the Services until we receive the security. In the case of existing Services, if you do not provide the security within 14 days of our request, we can restrict, suspend or cancel the Service – this is in addition to any other rights that we may have.

22.2 If you cancel all your Services, we will return the security deposit or advance payment to you less any outstanding Charges or fees payable by you in accordance with this Agreement.

22.3 Our acceptance of any form of security or advance payment does not affect any other terms of this Agreement.

23. Dispute resolution

23.1 All disputes, differences or questions arising out of this Agreement should be notified to accounts@xenexvoice.com.au.

23.2 Within 15 business days (or any other period agreed by you and us) after a notification is given pursuant to clause 4.4 or 24.1, both Parties agree to use best endeavors to resolve in good faith any disputes or claims concerning this Agreement.

23.3 If the process in clause 24.2 does not resolve the dispute, the Parties may try to resolve it by mediation administered by the Australian Commercial Disputes Centre according to its Mediation Guidelines before starting court proceedings (except for urgent injunctive or declaratory relief).

24. Privacy

24.1 We collect, use and disclose personal information as set in our “Protecting Your Privacy” Statement. The current version of our Privacy Statement is available at xenexvoice.com

25. The 9-1-1 service:

25.1 Because of the unique nature of VoIP telephone calls, emergency calls to 9-1-1 through your VoIP service will be handled differently than traditional phone service. The following provisions describe the differences and limitations of 9-1-1 emergency calls, and you hereby acknowledge and understand the differences between traditional 9-1-1 service and VoIP calls with respect to 9-1-1 calls placed to emergency services from your account as described below.

25.2 Placing 9-1-1 calls: When you make a 9-1-1 emergency call, the VoIP service will attempt to automatically route your 9-1-1 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to your address of record on your account. However, due to the limitations of the VoIP telephone services, your 9-1-1 call may be routed to a different location than that which would be used for traditional 9-1-1 dialing. For example, your call may be forwarded to a third-party specialized call center that handles emergency calls. This call center is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, you may be required to provide your name, address, and telephone number to the call center.

25.3 How your information is provided: The VoIP service will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with your account.  However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain your name, phone number or physical location. Therefore, when making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are unable to speak, the dispatcher may not be able to locate you if your location information is not up to date.

25.4 The correctness of information: You are responsible for providing, maintaining, and updating correct contact information (including name, residential address and telephone number) with your account. If you do not correctly identify the actual location where you are located, or if your account information has recently changed or has otherwise not been updated, 9-1-1 calls may be misdirected to an incorrect emergency response site.

25.5 Disconnections: You must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information. If you are inadvertently disconnected, you must call back immediately.

25.6 Connection time: For technical reasons, including network congestion, it is possible that a 9-1-1 emergency call will produce a busy signal or will take longer to connect when compared with traditional 9-1-1 calls.

25.7 The 9-1-1 calls may not function: For technical reasons, the functionality of 9-1-1 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:

25.8 Alternate services: If you are not comfortable with the limitations of 9-1-1 emergency calls, Xenex recommends that you terminate the VoIP services or consider an alternate means for accessing traditional 9-1-1 emergency services.

25.9 Inform other users: You are responsible for notifying, and you agree to notify, any user or potential users of your VoIP services of the nature and limitations of 000 emergency calls on the VoIP services as described herein.