Teleca Systems Pty Ltd ABN 73 665 825 418 T/A Teleca and related entities

1. Definitions
1.1 “Carriers” shall mean the Carriers or networks through whom Teleca nominates to supply Services to the Client.
1.2 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Teleca to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.3 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.4 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.5 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer.

1.6 “Equipment” means any goods, products, documents, or materials supplied, consumed, created or deposited incidentally by Teleca in the course of it conducting, or supplying to the Client, any Services.
1.7 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
1.8 “Price” means the Price payable (plus any GST where applicable) for the Services as agreed between Teleca and the Client in accordance with clause 7 of this Contract.
1.9 “Services” mean all Services supplied by Teleca to the Client at the Client’s request from time to time and includes any advice or recommendations.
1.10 “Teleca” means Teleca Sytems Pty Ltd T/A Teleca its successors and assigns or any person acting on behalf of and with the authority of Teleca Australia Pty Ltd T/A Teleca.

2. Acceptance
2.1 The parties acknowledge and agree that:
(a) they have read and understood the terms and conditions contained in this Contract; and
(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for the Services, any written instruction received by Teleca from the Client for the supply of the Services, or accepts delivery of the Services provided by Teleca.
2.2 The Client’s instructions to Teleca are to be in writing by email. Unless by audio recording, no verbal instructions to Teleca will be enforceable by the Client or acted upon by Teleca.
2.3 This Contract will commence on the date of its signing by the Client or the date the Client is notified with the Client’s customer account number and password or the date otherwise notified whichever is the earliest.
2.4 The Client acknowledges and agrees to provide Teleca with any information Teleca requests from the Client in connection with Teleca providing the Services under this Contract.
2.5 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.6 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.7 The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with Teleca and it has been approved with a credit limit established for the account.
2.8 In the event that the supply of Services requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, Teleca reserves the right to refuse delivery.
2.9 The Client may not sell, coordinate or arrange Teleca’ Services directly to any third party without Teleca’ express consent, including Teleca’ terms for any such consent. Failure of the Client to adhere to this clause 2.9, shall entitle Teleca to terminate this Contract in accordance with clause 20.
2.10 These terms and conditions may be meant to be read in conjunction with Teleca’ website, Policies, Standard Form Agreement, Unlimited Plan Acceptable Use Policy, Flash number Licence Agreement, and Ancillary Fees And Charges, and where the context so permits, the terms ‘Services’ shall include any supply of Services, as defined therein.
2.11 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Communications Act 2000 (SA), Section 14 of the Electronic Transactions (Queensland) Act 2001, (whichever is applicable), or any other applicable provisions of that Act or any Regulations referred to in that Act. Teleca may accept and rely on a facsimile copy, PDF copy or image copy of the application or order form that the Client has completed and provided to Teleca as if it was an original.
2.12 The Client instructs Teleca to setup and configure Direct Debit.

3. Authorised Representatives
3.1 The Client acknowledges that Teleca shall (for the duration of the Services) liaise directly with one (1) authorised representative, and that once introduced as such to Teleca, that person shall have the full authority of the Client to order any Services and/or to request any variation thereto on the Client’s behalf. The Client accepts that they will be solely liable to Teleca for all additional costs incurred by Teleca (including Teleca’ profit margin) in providing any Services or variation/s requested thereto by the Client duly authorised representative.

4. Errors and Omissions
4.1 The Client acknowledges and accepts that Teleca shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by Teleca in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Teleca in respect of the Services.
4.2 In circumstances where the Client is required to place an order for the Services, in writing, or otherwise as permitted by these terms and conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for the Services (whether they are made to order Equipment or not) (“Client Error”). The Client must pay for all Services it orders from Teleca notwithstanding that such Services suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take delivery of such Services. Teleca is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors.

5. Change in Control
5.1 The Client shall give Teleca not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by Teleca as a result of the Client’s failure to comply with this clause.

6. Credit Card Information
6.1 Teleca will:
(a) keep the Client’s personal details, including credit card details for only as long as is deemed necessary by Teleca;
(b) not disclose the Client’s credit card details to any third party; and
(c) not unnecessarily disclose any of the Client’s personal information, except is accordance with the Privacy Act (clause 21) or where required by law.
6.2 The Client expressly agrees that, if pursuant to this Contract, there are any unpaid charges, other amounts due and outstanding by the Client, Teleca is entitled to immediately charge the Client’s nominated credit card for these amounts, and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Client pursuant to the terms of this Contract.

7. Price and Payment
7.1 At Teleca’ sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by Teleca to the Client upon placement of an order for the Services; or
(b) the Price as at the date of delivery of the Services according to Teleca’ current price list or rates as previously disclosed to the Client upon the Client’s placement of an order for the Services. Teleca’ price list may change with fourteen (14) days’ notice as published.
7.2 Unless otherwise agreed in writing, call rates are charged and is rated on a per second basis each call charge rounded up to the nearest cent.
7.3 Notwithstanding clause 20, Teleca may vary, alter, replace, or revoke any of these terms and conditions effective upon the expiry of fourteen (14) days written notice to the Client, and in the event of the Client’s ongoing use of the Services after that date, the Client shall be required to respond to any variation submitted by Teleca within ten (10) working days, which shall constitute acceptance of the variation, alteration, replacement or revocation. Failure to do so will entitle Teleca to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
7.4 At Teleca’ sole discretion, a reasonable deposit (or a bond) may be required at the commencement of this Contract in accordance with any quotation provided by Teleca or as notified to the Client prior to the placement of an order for the Services, which shall be refunded to the Client, provided that the Client has complied with their obligations hereunder. The deposit or bond may be used to offset any applicable charges payable by the Client, and any outstanding balance thereof shall be due as per clause 7.5.
7.5 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by Teleca, which may be:
(a) for approved account holders, a limit shall not exceeding one hundred dollars ($100.00) in any thirty (30) day period; or
(b) the date specified on any invoice or other form as being the date for payment; or
(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Teleca.
7.6 Monthly service fees are charged monthly in advance and not on a pro-rata basis.
7.7 Payment may be made by Bpay, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and Teleca.
7.8 Teleca may in its discretion allocate any payment received from the Client towards any invoice that Teleca determines and may do so at the time of receipt or at any time afterwards.
7.9 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Teleca nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice is in dispute, then the Client must notify Teleca in writing within three (3) business days, the invoice shall remain due and payable for the full amount, until such time as Teleca investigates the disputed claim, no credit shall be passed for refund until the review is completed. Failure to make payment may result in Teleca placing the Client’s account into default and subject to default interest in accordance with clause 19.1.
7.10 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Teleca an amount equal to any GST Teleca must pay for any supply by Teleca under this or any other agreement for providing Teleca’ Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
7.11 Each time you use Teleca’ Services, or allow or cause Teleca’ Services to be used, you agree and reaffirm that Teleca is authorised to charge your designated card or obtain payment for the Services through such other means as are legally available to Teleca. You authorise Teleca to make a payment on your behalf to bring your account debt to zero or into credit with the payment amount being capped at no greater then your most recent payment amount, most recent Auto Top Up amount or most recent invoice amount which ever is the greater. You agree and reaffirm that Teleca has your full authorisation to charge your designated bank account; credit or debit card to obtain payment for the Services by means of Teleca’ payment gateway “TBILL” or by means of Teleca’ nominated payments solutions Provider(s). Auto Top Up: You instruct Teleca to setup Auto Top Up at the time of your application or at any time during the term of this agreement.
7.12 Where the Price for the Service is at a discount to the $20 Base Plan, and where the Client is in Default under clause 15. Default and Consequences of Default, such service shall be priced at the $20 Base Plan from the dated of the Default.
7.13 In the event that the Client defaults or breaches any term of this Contract, then at Teleca’s sole discretion credit in advance (direct debit payments) may be withdrawn and thereafter the Client is to pay in advance for the supply of Services. Thereafter, the client agrees to maintain its pre-pay in advance account in credit at all times.

8. Provision of the Services
8.1 Services will be supplied through the Carriers or networks that Teleca nominates from time to time. The Client agrees that Teleca:
(a) may change Carriers without reference to the Client at any time; and
(b) have the Client’s express authorisation to notify any relevant Carrier in respect of, and to effect, any such change.
8.2 When using the Services provided by Teleca, the Client agrees to:
(a) comply with all statutes, regulations, by-laws or licence conditions of any government body; and
(b) not breach any person’s rights or otherwise cause Teleca or the Carrier any loss, liability or expense.
8.3 All service numbers are eventually recycled, and Teleca’ service numbers are offered on an “as is” basis. The Client may check Teleca’ service numbers by way of Google search prior to selection. Teleca do not reserve numbers.
8.4 The Client authorises and consents to Teleca conducting a physical audit of the Services and any Equipment supplied in respect of the Services should Teleca consider it necessary and includes:
(a) Teleca exchanging with Carriers all information about the Client and the Services provided to the Client in Teleca’ possession or control (including, but not limited to, the Client’s name, billing address, street address, relevant telephone numbers, any information obtained by Teleca) for the purpose of the Client’s application and this Contract;
(b) the Carrier exchanging with Teleca any information in the Carrier’s possession or under its control in relation to the Services (including, but not limited to, all the Client’s records and, in particular, exchange line details, account information, call charge records and call event records); and
(c) Teleca and the Carrier’s use of the information referred to in paragraphs (a) and (b) of this clause.
8.5 Notwithstanding clause 20, Teleca may immediately terminate this Contract at any time by written notice, if the Carriers cease to provide necessary Services to Teleca.
8.6 Any time specified by Teleca for delivery of the Services is an estimate only, to the extent, and to the standard that Carriers provide services to Teleca, and Teleca will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that Teleca is unable to supply the Services as agreed solely due to any action or inaction of the Client then Teleca shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.
8.7 In the event the Client’s connection is disrupted, Teleca will do their best to reinstate the Services to the Client as soon as practicable.
8.8 Where a Carrier arranges to supply the Client services other than through Teleca, the Client acknowledges that:
(a) the Carrier may not be able to make those arrangements immediately; and
(b) once the Carrier has made arrangements, the services acquired by the Client from the Carrier will be acquired on the Carrier’s then current tariffs and terms and conditions and the Carrier will bill the Client accordingly.

9. Transfer of Services
9.1 When the Client transfers any services from a Carrier, a telecommunications service provider or equipment supplier who supplies telecommunications services or equipment to the Client at the time of signing this Contract (“Current Supplier”) to Teleca, the Client authorises Teleca to sign on the Client’s behalf and in the Client’s name any forms required by the Current Supplier to transfer the transferred services as Teleca directs.
9.2 The Client agrees to pay a port-out fee when the Client transfers any current services (“Current Supplier”) from Teleca to a Carrier, a telecommunications service provider or equipment supplier who supplies telecommunications services or equipment, unless otherwise stated on Teleca’ website, for such transfer. The port-out fee shall be calculated in accordance with Teleca’ Ancillary Fees And Charges.
9.3 Teleca’ obligations to provide the Services ceases when Teleca transfers the Client’s account to another supplier and the other supplier connects and commences to toll of those Services.
9.4 If the Client directs Teleca to transfer any of the Services to another supplier, the Client will pay to Teleca on receipt of a tax invoice, under payment terms stipulated in clause 7.5:
(a) all accounts up until the time Teleca stops providing the Services; and
(b) all other proper charges that Teleca becomes aware of after the date of transfer that relate to the Services provided to the Client.
9.5 In the event the Client transfers any of the Services supplied by Teleca to another supplier, Teleca may (at its sole discretion) charge a release fee for such transfer. This release fee will only be charged where Teleca is charged by a third party to carry out such transfer.

10. Compliance with Laws
10.1 The Client and Teleca shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including the Telecommunications Act 1997.

11. Personal Property Securities Act 2009 (“PPSA”)
11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
11.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:
(a) all Equipment previously supplied by Teleca to the Client;
(b) all Equipment will be supplied in the future by Teleca to the Client and the proceeds from such Equipment; and
(c) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to Teleca for Services – that have previously been provided and that will be provided in the future by Teleca to the Client.
11.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Teleca may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 15.3(a)(i) or 15.3(a)(ii);
(b) indemnify, and upon demand reimburse, Teleca for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Equipment charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Teleca;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Equipment or the proceeds of such Equipment in favour of a third party without the prior written consent of Teleca.
11.4 Teleca and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
11.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by Teleca, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
11.8 The Client must unconditionally ratify any actions taken by Teleca under clauses 15.3 to 15.5.
11.9 Subject to any express provisions to the contrary (including those contained in this clause 15), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge
12.1 In consideration of Teleca agreeing to provide its Services, the Client grants Teleca a security interest by way of a floating charge (registerable by Teleca pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several) in all other assets that is now owned by the Client or owned by the Client in the future, to the extent necessary to secure the repayment of monies owed under this Contract for provision of the Services under this Contract and/or permit Teleca to appoint a receiver to the Client in accordance with the Corporations Act 2001 (Cth).
12.2 The Client indemnifies Teleca from and against all Teleca’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Teleca’ rights under this clause.
12.3 In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 14.1,15.2 and 16.1 as applicable, is deemed insufficient by Teleca to secure the repayment of monies owed by the Client to Teleca, the Client hereby grants Teleca a security interest as at the date of the default, by way of a charge, that enables the right and entitlement to lodge a caveat over any real property and or land owned by the Client now, or owned by the Client in the future, to secure the performance of the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money.

13. Defects, Warranties and the Competition and Consumer Act 2010 (“CCA”)
13.1 The Client must inspect and test Teleca’ Services on completion of the Services, and must within forty-eight (48) hours notify Teleca in writing of any evident defect in the Services provided or of any other failure by Teleca to comply with the description of, or quote for, the Services which Teleca was to supply. The Client must notify any other alleged defect in Teleca’ Services as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Teleca to review the Services that were provided.
13.2 In accordance with clause 17.1, Teleca’ liability to the Client for any breach of any implied provision of this Contract (other than an implied warranty of title) is limited, at Teleca’ option, to refunding the Price of the most recent monthly cost of Services in respect of which the breach occurred, or to providing or replacing those Services again.
13.3 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
13.4 Teleca acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.5 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Teleca makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services. Teleca’ liability in respect of these warranties is limited to the fullest extent permitted by law.
13.6 If the Client is a consumer within the meaning of the CCA, Teleca’ liability is limited to the extent permitted by section 64A of Schedule 2.
13.7 If Teleca is required to rectify, re-supply, or pay the cost of re-supplying the Services under this clause or the CCA, but is unable to do so, then Teleca may refund any money the Client has paid for the Services but only to the extent that such refund shall take into account the value of Services which have been provided to the Client which were not defective.
13.8 If the Client is not a consumer within the meaning of the CCA, Teleca’ liability for any defective Services is:
(a) limited to the value of any express warranty provided to the Client by Teleca at Teleca’ sole discretion;
(b) otherwise negated absolutely.
13.9 Notwithstanding clauses 17.1 to 17.8 but subject to the CCA, Teleca shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) service network failure cause by, but not limited to, any third party action that results in the telephony services or service network ceasing to continuously function;
(b) any interruption, suspension or cancellation of any or all telecommunications or telephony services;
(c) interference with the Services by the Client or any third party without Teleca’ prior approval;
(d) the Client failing to follow any instructions or guidelines provided by Teleca;
(e) fair wear and tear, any accident, or act of God.

14. Intellectual Property
14.1 Where Teleca has any intellectual property rights which may include: copyright, patents, patent application trademarks, service marks, trade names, registered designs, unregistered design rights, know how, trade secrets, domain names, internet addresses, rights in confidential information and application, shall remain the property of Teleca. Under no circumstances may such intellectual property rights be used without the express written approval of Teleca.
14.2 Notwithstanding anything herein, licences to Teleca’ Services do not vest in the Client. Teleca hereby grants to the Client an irrevocable, non-exclusive and non-transferable licence to use for the duration of the Services for the purposes of this Contract only, and solely for the operation of the Client’s business. Such licenses shall terminate on default of payment or any other terms of this Contract by the Client.
14.3 The Client warrants that all designs, specifications or instructions given to Teleca will not cause Teleca to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Teleca against any action taken by a third party against Teleca in respect of any such infringement.

15. Default and Consequences of Default
15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Teleca’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
15.2 If the Client owes Teleca any money, the Client shall indemnify Teleca from and against all costs and disbursements:
(a) incurred; and/or
(b) which would be incurred and/or
(c) for which by the Client would be liable;
in regard to legal costs on a solicitor and own client basis incurred in exercising Teleca’ rights under these terms and conditions, internal administration fees, Teleca’ Contract fees owing for breach of these terms and conditions’, including, but not limited to, contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.
15.3 Further to any other rights or remedies Teleca may have under this Contract, if a Client has made payment to Teleca, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Teleca under this clause 19 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
15.4 Without prejudice to Teleca’ other remedies at law Teleca shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Teleca shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Teleca becomes overdue, or in Teleca’ opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Teleca;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15.5 If the Client defaults, At Teleca’s sole discretion, credit in advance (direct debit payments) may be withdrawn and thereafter the Client is to pay in advance for the supply of Services by the means of Auto Top Up. Thereafter, the client agrees to maintain its pre-pay in advance account in credit at all times.

16. Cancellation
16.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply of Services to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.
16.2 If Teleca, due to reasons beyond Teleca’ reasonable control, is unable to deliver any Services to the Client, Teleca may cancel any Contract to which these terms and conditions apply or cancel delivery of Services at any time by giving written notice to the Client. Teleca shall not be liable for any loss or damage whatsoever arising from such cancellation.
16.3 The Client may cancel delivery of the Services by written notice served within forty-eight (48) hours of placement of the order. If the Client cancels delivery in accordance with this clause 20.3, the Client will not be liable for the payment of any costs of Teleca, except where a deposit is payable in accordance with clause 7.4. Failure by the Client to otherwise accept delivery of the Services shall place the Client in breach of this Contract.
16.4 Teleca may immediately terminate this Contract if the Client makes an out of credit payment to bring the Client’s account into credit and then fails to maintain Auto Top Up.

17. Privacy Policy
17.1 All emails, documents, images or other recorded information held or used by Teleca is Personal Information, as defined and referred to in clause 21.3, and therefore considered Confidential Information. Teleca acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB). Teleca acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by Teleca that may result in serious harm to the Client, Teleca will notify the Client in accordance with the Act. Any release of such Personal Information must be in accordance with the Act (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
17.2 Notwithstanding clause 21.1, privacy limitations will extend to Teleca in respect of Cookies where the Client utilises Teleca’ website to make enquiries. Teleca agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to Teleca when Teleca sends an email to the Client, so Teleca may collect and review that information (“collectively Personal Information”)
The Client consents to Teleca’ use of Cookies on Teleca’ website.
17.3 The Client agrees for Teleca to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical (Medicare) insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by Teleca.
17.4 The Client agrees that Teleca may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
17.5 The Client consents to Teleca being given a consumer credit report to collect personal credit information relating to any overdue payment on commercial credit.
17.6 The Client agrees that personal credit information provided may be used and retained by Teleca for the following purposes (and for other agreed purposes or required by):
(a) the provision of Services; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Services.
17.7 Teleca may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
17.8 The information given to the CRB may include:
(a) Personal Information as outlined in 21.3 above;
(b) name of the credit provider and that Teleca is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults (provided Teleca is a member of an approved OAIC External Disputes Resolution Scheme), overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Teleca has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
(g) information that, in the opinion of Teleca, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
17.9 The Client shall have the right to request (by e-mail) from Teleca:
(a) a copy of the Personal Information about the Client retained by Teleca and the right to request that Teleca correct any incorrect Personal Information; and
(b) that Teleca does not disclose any Personal Information about the Client for the purpose of direct marketing.
17.10 Teleca will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
17.11 The Client can make a privacy complaint by contacting Teleca via e-mail. Teleca will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

18. Limitations of Liability

18.1 Teleca does not exclude or limit:
(a) the application of any provision of any Federal statute where to do so would contravene that statute or cause any part of this clause 18 to be void; or
(b) direct losses and damages which arise only as a result of Teleca’ gross negligence (which means where Teleca commits an act or allows an omission to occur in reckless disregard of the consequences of the act or omission).
18.2 Except where clause 18.1 applies, Teleca excludes all statutory liability, tortious liability (including, but not limited to, liability in negligence), conditions and warranties implied by custom, the general law or statute, liability for all direct, economic, consequential or indirect losses, expenses, damages and costs incurred by the Client, arising out of or relating to the Services, any failure to supply or delay in supplying the Services or out of or relating to this Contract (including, but not limited to, liability for gross negligence and except to the extent of clause 18.1(a).
18.3 Teleca is not:
(a) responsible or liable for any indirect consequential or economic damages, including, without limitation, loss of income or profit or loss of actual potential business opportunities;
(b) liable to the Client for any delay in the connection or failure in the operation of the Services.
18.4 The Client acknowledges that any liability of any Carrier to the Client in relation to the Services is governed by the terms and conditions on which that Carrier from time to time supplies that service to its own retail customers.

19. Service of Notices
19.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

20. Trusts
20.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not Teleca may have notice of the Trust, the Client covenants with Teleca as follows:
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the trust fund;
(b) the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust, the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Client will not during the term of the Contract without consent in writing of Teleca (Teleca will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust fund or trust property.

21. General
21.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation between the parties before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. Should mediation between the parties fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
21.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.3 These terms and conditions and any contract to which they apply shall be governed by the laws of the state and/or territory in which the Services were provided by Teleca to the Client, however, in the event of a dispute that deems necessary for the matter to be referred to a Magistrates or higher court then jurisdiction will be subject to the Magistrates Court of Queensland in which Teleca has its principal place of business.
21.4 Teleca may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the assignment does not cause detriment to the Client.
21.5 The Client cannot licence or assign without the written approval of Teleca.
21.6 Teleca may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Teleca’ sub-contractors without the authority of Teleca.
21.7 The Client agrees that Teleca may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Teleca to provide Services to the Client.
21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments, including but not limited to, any Government imposed border lockdowns, etc., (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to Teleca, once the parties agree that the Force Majeure event has ceased.
21.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
21.10 The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the execution and delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.
21.11 If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not affect the validity and enforceability of the remaining terms of this Contract.

This Agreement read in conjunction with The Granting Of A Licence To A Flash Number.
This Agreement read in conjunction with The Unlimited Plan Acceptable Use Policy.
This Agreement read in conjunction with Ancillary Fees and Charges.
This Agreement read in conjunction with Website Terms Of Use.