The fine print

Teleca Systems Pty Ltd ABN 73 665 825 418

THE GRANTING OF A LICENCE TO A FLASH NUMBER
THE GRANTING OF A LICENCE TO A FLASH NUMBER UNDER THIS AGREEMENT IS CONDITIONAL UPON You AGREEING TO THE TERMS AND CONDITIONS OF THE AGREEMENT SET OUT BELOW (“AGREEMENT”). PLEASE READ THE AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT Your RIGHTS AND OBLIGATIONS.
IF You AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE “I ACCEPT” BUTTON AT THE END OF THE AGREEMENT AND You WILL THEN BE BOUND BY THIS AGREEMENT AND You WILL BE GRANTED A LICENCE TO THE FLASH NUMBER. IF You DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE CLOSE THE BROWSER PAGE AND You WILL NOT GRANTED A LICENCE TO THE FLASH NUMBER.
Words not defined in these terms and conditions have the same meaning as in the Telecommunications Act 1997.
1 Our Agreement with You
1.1 As a customer of ours (we, as agent for the Flash Number owner) these terms and conditions form the basis of Our agreement with You and You unreservedly warrant and agree to be bound by these terms and conditions.
1.2 Our agreement with You also includes:
(a)to supply You with Licensed Telephone Number (Flash Number) in accordance with these terms and conditions and in accordance with our Standard Form Agreement (Terms Of Agreement).
(b)Your application or order form, which You complete and provide to Us. We may accept and rely on facsimile copy or PDF copy or image copy of the application or order form as if it was an original. You will be bound by a facsimile or PDF copy or image copy of the application or order form as if it was an original.
1.3 Our agreement with You also includes Our currently applicable price list or rates as agreed in writing.
1.4 Your instructions to Us are to be in writing by email, facsimile or by post. No verbal instructions to Us will be enforceable by You or acted upon by Us.
2 Definitions
“We”, “Us” and “Our” means the ENTITY named above as agent for the Flash Number owner.
“You” and “Your” means the person or entity that requested Us to supply Licensed Telephone Number under this agreement.
“CPI” means the consumer price index (all groups, Brisbane) published by the Australia Bureau of Statistics.
“Flash Number” means any combination of alphanumeric characters that may be composed from the Licensed Telephone Number using a telephone keypad. This includes the Licensed Telephone Number itself.
“Insolvent” means anything that reasonably indicates that there is a significant risk that You are or will become unable to pay Your debts as they fall due. This includes any of the following:
(a) A meeting of the Your creditors being called or held.
(b) A step being taken to wind You up.
(c) A step being taken to have a receiver, receiver and manager, administrator, liquidator or provisional liquidator appointed to You or any of its assets or such an appointment taking place.
(d) You entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors.
(e) You ceases or threatens to cease to carry on Your business.
“Intellectual Property Rights” means all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.
“Licensed Telephone Number” means the telephone number or telephone numbers for which You requested a licence in the application form.
“Loss” means any loss, damage, cost, liability or expense. It includes legal expenses on a full indemnity basis.
“Related Party” means any party nominated by Us.
“Services” means the services that You arrange with Your nominated Telecommunications Provider.
“Start Date” means the date on which We notify You in writing that We have granted the Licence to You.
“Telephony Service” means services provided by Your nominated Telecommunications Provider (including a provider of Third Party Telecommunications Service) and must be a member of the Telecommunications Industry Ombudsman Scheme.
“Term” means the period from the Start Date until You notify Us that You wish to cancel this Agreement (in writing using a ‘Cancellation Form’ as required by this agreement) this Agreement is terminated or ends in accordance with its terms.
“Wholesale Account Number” means information containing either numbers or words or combination of numbers and words provided by Your nominated Telecommunications Provider under Telecommunications Numbering Plan 1997 for the porting of Our Freephone and Local Rate Flash Number back to Us from Your nominated Telecommunications Provider.
3 Licence to use specified telephone number
3.1 Application for number We do not warrant that We will be able to secure the right to licence the specified number (“Licensing Rights”). We are not liable for any loss or damage that You may suffer if We are unable to secure the Licensing Rights. You agree that until We notify You in writing that We have secured the Licensing Rights, You will not:
(a) Publish or use the Flash Number in any way; or
(b) Incur any costs associated with Your anticipated use of the Licensed Telephone Number, such as listing the Licensed Telephone Number in any directory, the production of stationery or promotional material. It is a condition precedent to this agreement that We are able to secure the Licensing Rights within 60 days of the date of this agreement. If We do not secure the Licensing Rights within that time We will refund in full any amount that You have paid Us in respect of the Licensing Rights.
3.2 Licence We will grant You an exclusive, non-assignable licence to use the Licensed Telephone Number in Australia for the Term (“Licence”).
4 Charges and payment
4.1 You agree during the Term of this agreement:
(a) to be charged for each Licensed Telephone Number We provide to You monthly in advance, regardless of whether it is You who uses it or them, at Our current prices from time to time as published by Us;
(b) that as Our charges are exclusive of any taxes, government charges and bank charges and You agree that We are to pass on to You the full amount of any such taxes, government charges or bank charges payable in addition to Our Licensed Telephone Number charges; and
(c)to pay accounts for all of those charges (including taxes and bank fees) by the due date specified in the account invoice (“Due Date”) or upon demand to Your nominated bank account or credit card account. You must maintain a direct debit authority with Us at all times. You agree that the Licence granted to You in this agreement will be immediately suspended and all fees and charges will become immediately payable if You withdraw the direct debit authority.
(d) You authorise and request Us, to arrange for funds to be debited from my/our nominated account at the financial institution in accordance with Our payment terms and this agreement.
(e) You agree and acknowledge that Your financial institution may apply charges to You for receiving direct debits. If You elect to pay by credit card, specifically American Express, You agree to pay the prevailing credit card transaction fee.
(f) If You have more than one account, You agree We can mesh all accounts and transfer outstanding fees and charges from any of Your accounts to any other of Your accounts.
(g) If Our Related Party is suppling You with Telephony Services, We may invoice You for payment for the Licence granted under this agreement using Our Related Party’s invoicing system. Payment of the invoice issued by Our Related Party (including the fees and charges payable under this agreement) will be deemed to be payment to Us under this agreement.
(h) Unless otherwise agreed in writing or as advertised, a Licensed Telephone Number will attract a Standard Rate Licence fee of $200 per month.
4.2 If You dispute in good faith an amount in the account invoice, You must notify Us in writing within fourteen days setting out reasons for the dispute and the amount in dispute. Notwithstanding any dispute as to any amount of any charge, You must pay the whole amount of each account by the Due Date. You will be in breach of this agreement if You fail to pay the whole amount of each invoice by the Due Date.
4.3 If You do not pay the account by the Due Date or upon demand to Your nominated bank account or credit card, then We may charge interest at the rate of 1.5% per month or part thereof on the outstanding amount of the invoice. We may suspend the Licence granted to You under this agreement pending full payment of the amounts outstanding if You have not made payment within 14 days of the Due Date. During the period of suspension You will not have any Licence or other rights to the Flash Number and Licensed Telephone Number . Nothing in this clause affects Our other rights to terminate this agreement in accordance with its terms. If You require the agreement to be reinstated after termination (which will be in Our absolute discretion), We may require You to pay Our then current fee for re-granting the Licence.
4.4 If You cancel the Licensed Telephone Number, You will pay in full – (a) all of Our account invoices and unbilled charges up until the time We cancel the Licensed Telephone Number and before We will renew the Licensed Telephone Number in question, (b) all other proper charges that We become aware of after the date of transfer that relate to the Licensed Telephone Number: and (c) early termination fee if under a term contract.
4.5 Where payment by direct debit or by credit card is dishonoured by Your financial institution, We have the right to charge a dishonour fee of twenty five dollars for the first dishonour and twenty five dollars thereafter to cover Our credit management costs at $50/hr.
4.6 If You fail to pay for any services rendered by Us, We may apply a debt collection fee of 25% of the debt or fifty dollars whichever is the highest and will be made payable by You for debt collection administration costs. You will be liable for any solicitor and/or professional debt collection agency fees.
4.7 You warrant to test all services provided by Your nominated Telecommunications Provider prior to publishing each Licensed Telephone Number and Flash Number. Where a Licensed Telephone Number has been cancelled and subsequently We have renewed Licensed Telephone Number, You warrant to test all such services provided by Your nominated Telecommunications Provider prior to publishing each Licensed Telephone Number and Flash Number.
4.8 Five dollar fee applies on a ‘user pays’ system for each change to Your account details or services including but not limited to manual payment by direct deposit, cheque payment, file transfer etc.
4.9 On each annual anniversary of the Commencement Date during the Term, We may increase the monthly licence fee by CPI or 2% (whichever is the greater)
5 Telecommunications services
5.1 You have nominated Us as supplier to supply You the telecommunications service (“Third Party Telecommunications Service”) required to utilise the Licensed Telephone Number. If You do this then:
5.2 Commonwealth government regulations require that a Licensed Telephone Number must not remain unconnected beyond a stipulated period of time. Therefore You must connect the Service within 2 months and keep it connected at all times unless We agree otherwise in writing. If You do not do this, We may connect a telecommunications service to the Licensed Telephone Number and charge You for it on a full indemnity basis.
5.3 You must advise Us in writing of the details of the Third Party Telecommunications Service (including the wholesale account number) within 14 days of when You order that service from them.
5.4 You are free to change the Third Party Telecommunications Service as You wish provided it is a member of the Telecommunications Industry Ombudsman Scheme, that you pay a security bond equal to 12 times the monthly fee ex GST and maintain your account in credit at all times. If You do this, You must advise Us in writing of the details of the new Third Party Telecommunications Service within 14 days. If You transfer to a Third Party Telecommunications Service or transfer to another entity (with our written approval), the Licensed Telephone Number Monthly License fee will be charged at the Standard Rate Licence fee of $50 per month for memorable numbers and $200 for phone words commencing the date of the transfer.
5.5 We are not liable for quality or service issues relating to the Third Party Telecommunications Service or failure of the Third Party Telecommunications Service to connect the service.
5.6 You are responsible for all charges associated with the use of the Third Party Telecommunications Service, including the cost of acquiring that service, all call charges and any fees, costs, penalties or other charges associated with the termination or cancellation of the Third Party Telecommunications Service.
6 Term and Termination
6.1 The Licence will commence on the Start Date and continue for the Term.
6.3 If Our Related Party is supplying a Telephony Service to You, those Telephony Services will be supplied in accordance with the terms of the separate agreement which governs that service. If any provision of this agreement is inconsistent with a provision of an agreement governing the supply of a Telephony Service to You by a Our Related Party, this agreement will prevail.
6.4 At our sole discretion, after a continuous Term of 48 months of this agreement and provided You are not in breach of this agreement or any agreement pursuant to which You are being supplied Telephony Services by Our Related Party, You may notify Us that You wish to purchase the Licensed Telephone Number. The purchase price of the Licensed Telephone Number will be the prevailing monthly fee (as published by Us at that time) multiplied by 150 or $2,000.00 whichever is the greater (ex GST). We will provide You with a Tax Invoice for payment of the purchase price (+ GST) for the Licensed Telephone Number and, on receipt of payment, any documentation necessary to transfer the Licensed Telephone Number to You. At the time the ownership of the Licensed Telephone Number is transferred to you, this agreement will end. You agree and acknowledge that We may not be able to sell the Licensed Telephone Number to You if We no longer hold the rights of use in respect of the Licensed Telephone Number or if We are prevented from transferring the Licensed Telephone Number to You because of some law, regulation, policy or code or a directive of a government or regulatory agency. For this purpose of this clause, any break in the Term including a suspension of the Licence will interrupt the continuity of the Term for the purposes of calculation of the period of 48 months. The recommencement of the Licence after a suspension of this agreement will restart the calculation of the number of years of the Term from zero.
6.5 We may terminate this agreement immediately by notice to You if:
(a) Subject to 6.4(b),(c) and (d), You breach this agreement and, where capable of remedy, do not remedy that breach within 14 days of receiving notice from Us of that breach.
(b) You fail to pay an invoice on demand (despite any suspension of Licence under the terms of this agreement).
(c) You fail to maintain your account in credit (despite any suspension of Licence under the terms of this agreement).
(d) You commit a breach of this agreement which cannot be remedied.
(e) You become Insolvent.
(f) You transfer the Flash Number to another party without our consent.
(g) We are unable, in Our opinion, to continue to licence the Licensed Telephone Number to You (on the terms of this agreement) as a result of a change in law, code or regulation or as a result of a direction of the Australian Communications and Media Authority.
(h) Our rights to licence the Licensed Telephone Number cease.
6.6 You agree that You may not cancel this agreement unless You give Us one month’s written notice.
6.7 In addition to any other obligations under this agreement, on termination, cancellation or ending of this agreement You must:
(a) Immediately cease using the Flash Number and Licensed Telephone Number.
(b) Cancel any registrations or applications for Intellectual Property Rights in relation to the Flash Number or Licensed Telephone Number in breach of this Agreement or assign them to Us at Our direction and Your cost.
(c) Inform Your customers that You are no longer contactable using the Flash Number or Licensed Telephone Number.
(d) Pay any outstanding fees or charges to Us owing up to the date of termination, ending or cancellation of this agreement.
(e) Immediately notify the provider of Your Telephony Service to cancel the service provided to You in respect of the Flash Number and Licensed Telephone Number.
(f) Pay any fees, costs, penalties or other charges associated with the cancellation of the service described in clause 6.7(e).
7 Warranties You warrant that:
(a) You will comply with all laws, codes and regulations in relation to the use of the Licensed Telephone Number; and
(b) Your use of the Licensed Telephone Number will not infringe the rights of any third party (including Intellectual Property Rights), mislead or deceive, be likely to mislead or deceive any third party).
(c) Any person accepting the terms and conditions of this agreement has the full power and authority to bind You in respect of this agreement.
8 Credit check We are not an organisation as defined under PART II, 6C of the Privacy Act. However, prior to Our accepting Your application, You have provided to Us all information relevant to Our assessment of Your credit rating for COMMERCIAL CREDIT. We do not offer You CONSUMER CREDIT. You have consented to the following:
(a) Our obtaining from a credit reporting agency a credit report containing personal information about You;
(b) Our giving to and seeking from any credit provider named in a credit report or in Your application, information in relation to Your credit rating including without limitation any information about Your credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive from other credit providers under the Privacy Act 1988;
(c) Our making independent enquiries of third parties concerning Your financial standing and for this purpose You have authorised and permitted such third parties to supply such information regardless of any confidentiality or privilege which applies to the information sought; and
(d) Our providing any information We obtain about You to the relevant Telephony Service and to any credit reporting agency.
(e) where Your previous credit history indicates a credit risk or where any invoice has been dishonoured, We may require a security bond of good faith in an amount advised to You by Us.. In the event Your account is closed, this security bond of good faith will be credited to Your final invoice.
9 Limit on liability
9.1 We do not exclude or limit the application of any provision of any statute (including the Trade Practices Act 1974, the Privacy Act 1988 or the Telecommunications Act 1997) where to do so would contravene that statute or cause any part of this clause 6 to be void. However, if the Trade Practices Act 1974, or any other law implies a condition or warranty into this agreement, and that law avoids or prohibits provisions excluding the operation of such condition or warranty, then to the extent permitted by law, Our liability for any breach of such condition or warranty is limited to, at Our option:
(a) if the breach relates to goods, the repair or replacement of such goods, the supply of equivalent goods or the payment of the cost of repairing or replacing such goods or supplying equivalent goods;
(b) if the breach relates to services, the supply of the services again or the payment of the cost of having the services supplied again.
9.2 To the maximum extent permitted by law, We exclude all statutory liability, contractual or 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 You, arising out of or relating to the Flash Number or Licensed Telephone Number, any failure to supply or delay in supplying the Flash Number or Licensed Telephone Number or out of or relating to this agreement. This includes but is not limited to, liability for gross negligence or economic damages, including, without limitation, loss of income, revenue or profit, loss of actual potential business opportunities or loss, corruption or destruction of data.
9.3 For the avoidance of doubt, We are not liable to You for:
(a) any delay in the connection or failure in the operation of the Flash Number or Licensed Telephone Number.
(b) any fault, error or unavailability of the Telephony Service or the provision of services or failure of the Third Party Telecommunications Service. (c) any faults outside Our control.
(d) any loss or liability suffered by You as a result of Your use or sub-licence of the Flash Number or Licensed Telephone Number.
(e) the issuing of the same Flash Number or Licensed Telephone Number as licensed to You under this agreement to another third party.
(f) the fees, costs, penalties or other charges of Your Telephony Service including on termination or cancellation of that service pursuant to clause 6.7. 9.4 You acknowledge that any liability of any Telephony Service to You in relation to the Licensed Telephone Number is governed by the terms and conditions on which that Telephony Service from time to time supplies that service to its own retail customers.
9.5 You indemnify Us against:
(a) 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.
(b) against any action that any person may take against Us in relation to Your use of the Services.
(c) Your use of the Flash Number or Licensed Telephone Number, including, Loss arising out of an allegation by a third party that Your use of the Flash Number or Licensed Telephone Number infringes the Intellectual Property Rights or other rights of that third party, including but not limited to Your use of the Flash Number or Licensed Telephone Number being misleading or deceptive of being likely to mislead or deceive.
(d) Your breach of this agreement including any breach of warranty given by you.
(e) Any action brought against Us by the Telecommunications Industry Ombudsman (TIO) with respect to this agreement and the licence granted to You under this agreement.
9.6 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.
9.7 You agree and acknowledge that We are not a Carrier as defined in the Telecommunications Act 1997.
10 Intellectual property and other rights
10.1 Your use and marketing of the Flash Number or Licensed Telephone Number must not infringe the rights (including Intellectual Property Rights) of any third party.
10.2 We do not warrant or make any representation that the Flash Number or Licensed Telephone Number will not infringe the Intellectual Property Rights or any other rights of any third parties.
10.3 You must not:
(a) use the Flash Number or Licensed Telephone Number as a trade mark;
(b) assert any ownership rights in relation to the Flash Number or the Licensed Telephone Number licensed to You under this agreement.
(c) apply to register any Intellectual Property Rights (including trade marks, business names, company names or domain names) which incorporate the Flash Number or Licensed Telephone Number or any name or brand which is similar to the Flash Number or Licensed Telephone Number without Our prior express written consent;
(d) directly or indirectly challenge Our rights or the rights of any future licensees or sub-licensees in relation to the:
(i) use of; or
(ii) registration of any Intellectual Property Rights, in relation to the Flash Number or Licensed Telephone Number.
(e) use the Flash Number or Licensed Telephone Number in a way which misleads or deceives or is likely to mislead or deceive any third party.
(f) take any action against any third party using a number which the same or substantially similar to the Flash Number or Licensed Telephone Number.
(g) after the end of the Term, use the Flash Number or the Licensed Telephone Number as part of any Intellectual Property Rights or in any way in association with Your business.
(h) use the Flash Number or the Licensed Telephone Number in any form other than as specifically licensed to You in this agreement.
10.4 You acknowledge and agree that:
(a) nothing in this agreement confers any Intellectual Property Rights or other proprietary right in relation to the Flash Number or the Licensed Telephone Number. You do not have any legal, beneficial or other ownership right over the Flash Number or the Licensed Telephone Number.
(b) despite any term of this agreement, We retain all rights in relation to the Flash Number or the Licensed Telephone Number.
(c) third parties may have Intellectual Property Rights that are similar or identical to the Flash Number or the Licensed Telephone Number. We are not required to give You notice of this.
(d) Other provider may have previously provided or may currently be providing Flash Numbers or Licensed Telephone Numbers to third parties which are the similar to the Flash Number or the Licensed Telephone Number licensed to You under this agreement. We are not required to give You notice of this, even if We are aware. We bear no responsibility in relation to the use by third parties of Flash Numbers or Licensed Telephone Numbers which are similar to the Flash Number or the Licensed Telephone Number licensed to You under this agreement.
(e) We may, after the end of the Term, licence the Flash Number or Licensed Telephone Number to a third party.
(f) If a third party claims that Your use of the Flash Number or the Licensed Telephone Number infringes their rights, or contravenes any applicable laws, regulations or industry codes, it is Your responsibility to seek legal advice and to resolve the matter with the third party at Your cost.
(g) Your use of the Flash Number or the Licensed Telephone Number is at Your risk absolutely.
10.5 This clause 9 survives the expiry or termination of this agreement.
11 Information
11.1 Without limiting any other clause of this agreement, You agree to provide Us with any information We request in connection with Our providing the Flash Number or Licensed Telephone Number to You under this agreement.
11.2 You authorise and consent to the following:
(a) Our exchanging with Your Telephony Service all information about You and the Services provided to You in Our possession or control including, but not limited to, Your name, billing address, street address, relevant telephone numbers, any information obtained by Us for the purpose of Your application and this agreement;
(b)Your Telephony Service exchanging with Us any information in the Telephony Service’s possession or under its control in relation to the Services including, without limitation, all Your records and, in particular, exchange line details, account information, call charge records and call event records; and
(c) Ours and the Telephony Service’s use of the information referred to in paragraphs (b) and (c) of this clause.
12 Confidentiality We and You agree to will keep confidential all information (but not including information that is publicly available other than as a result of a breach of this agreement) supplied to each other under this agreement other than a disclosure:
12.1 that is specifically described in the terms of this agreement;
12.2 that is required by law or any stock exchange;
12.3 to any legal and other advisors, employees or officers; or 12.4 to any party that needs to know the information in order to exercise its rights or perform its obligations under this agreement.
13 Assignment Your rights under this agreement are personal. You must not assign or attempt to assign any right or obligation under this agreement without Our prior written consent. We may assign all or any of Our rights and obligations under this agreement and any rights of use in relation to the Flash Number or Licensed Telephone Number in Our absolute discretion at any time by notifying You in writing.
14 Sub-licence
14.1 You may sub-licence the use of the Flash Number or Licensed Telephone Number, provided that You have obtained Our prior written consent. We will not withhold that consent unreasonably.
14.2 If You sub-licence the use of the Flash Number or Licensed Telephone Number:
(a)You must ensure that the sub-licence is fully consistent with the terms of this agreement and provide Us with a copy of the sub-licence agreement upon request.
(b)You must ensure that the sub-licence terminates automatically upon termination of this agreement.
(c)You must fully indemnify Us against any Loss resulting from Your sub-licensing of the Flash Number or Licensed Telephone Number.
15 “force majeure”
15.1 We are not liable for failure to perform, or delay in performing, an obligation under this agreement in the event of a For Majeure. “Force Majeure” means any circumstance beyond Our control whereby We are unable to perform an obligation under this agreement with You either at all or at any time or from time to time including:
(a) Service network failure caused by, but not limited to, any third party action that results in the Telephony Service or service network ceasing to continuously function;
(b) Any act of God or act of nature;
(c) Any interruption, suspension or cancellation of any or all telecommunications or Telephony Service’s services;
(d) Any act, omission or negligence by a third party or service provider which affects the provision of any service;
(e) Any requirement, restriction, delay, consent, licensing, approval or any other matter of a Federal, State or Local governmental authority or any regulation, law, restriction, action or otherwise of any Federal, State or Local governmental agency.
16 Power of attorney
16.1 You irrevocably appoints Us as Your attorney to do any of the following:
(a) Anything We consider necessary or desirable to enable Us to exercise any right or to obtain any benefit it is entitled to, under this agreement.
(b) Directing the Telecommunications Industry Ombudsman (TIO) to discontinue any actions brought against Our Related Party’s by the TIO if Our Related Party is providing Telephony Services to You (You will be responsibility for all fees, costs, penalties or other charges associated with the TIO claim on a full indemnity basis).
(c) Directing the return of the Flash Number or Licensed Telephone Number from a Third Party Telecommunications Service if You are in breach of this agreement.
16.2 We will have the power to appoint substitutes or to delegate Our power under this clause as We see fit.
16.3 We are not liable to You for anything We lawfully do or fail to do under this power of attorney.
17 Miscellaneous
17.1 Any notice, demand, consent or other communication required to be given to either party must be delivered to the email address of the other as last notified or failing that, personally or sent by prepaid mail or by facsimile to the address of the other as last notified.
17.2 Clauses 4.4, 4.5, 4.6, 5.5, 5.6, 6.7, 8, 9, 10, 11, 12, 16, 17 and 18 shall survive the expiration or termination of this agreement.
17.3 This agreement shall be governed by and construed in accordance with the laws of Queensland and the parties hereby submit to the non-exclusive jurisdiction of the courts of the State of Queensland.
17.4 This agreement contains Yours and Our entire understanding to the exclusion of any and all prior or collateral agreement or understanding relating to the Flash Number or the Licensed Telephone Number , whether oral or written.
17.5 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.
17.6 You agree You are not entitled to any goodwill connected with the Flash Number.
17.7 All prices quoted EX GST for new and existing customers.
17.8 Each indemnity in this agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives the termination or expiry of the agreement. It is not necessary for a party to incur an expense or make a payment before enforcing a right of indemnity under this agreement.
17.9 Each party must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another party from time to time may reasonably request in order to give effect to, perfect or complete this agreement and all transactions incidental to it.
17.10 Except as expressly provided in this agreement, no party is an agent, representative, trustee, employee or partner of any other party by virtue of this agreement and no party may represent itself as such in any circumstances.
17.11 Except as expressly provided in this agreement, no party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party.
17.12 Each provision of this agreement is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this agreement in the relevant jurisdiction, but the rest of this agreement will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.
17.13 We are not responsible or liable for any delay or failure to perform Our obligations under this agreement where such delay or failure is caused (directly or indirectly) by an act, omission, fact, matter or circumstance beyond Our control.
17.14 We may subcontract Our rights under this agreement without Your consent or approval.
17.15 We may vary the terms of this agreement by written notice to You.
17.16 The person entering into this agreement on Your behalf warrants that they are authorized to bind You to this agreement as Guarantor.
18 Guarantee
18.1 The Guarantor unconditionally and irrevocably guarantees the punctual performance of all of Your obligations under this agreement. The Guarantor must immediately upon demand pay Us an amount not paid when due by You under this agreement.
18.2 The Guarantor unconditionally and irrevocably indemnifies Us against all losses, damages, costs, charges, liabilities and expenses which We may at any time suffer or incur because You fail to perform an obligation under this agreement.
18.3 The obligations and liabilities of the Guarantor and Your rights under this agreement continue and are not affected by:
(a) Us granting time or indulgence to You or another person.
(b) Us compounding or compromising with or wholly or partially releasing You or another person.
(c) Laches, acquiescence, delay, acts, omissions or mistakes by Us.
(d) Us taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for Your obligations under this agreement.
(e) A person who is intended to assume liability as a guarantor under this agreement not doing so effectively or being discharged.
(f) A novation, assignment, termination or variation of this agreement.
(g) Anything else which might have a similar effect at law or in equity to any of those actions or events.

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.