Your Phones Covered Pty Ltd · ABN 24 146 472 120 · Governed by the laws of New South Wales, Australia
The following terms are defined upfront for ease of reference throughout this Agreement:
Other terms will be defined in the relevant sections where they appear, to provide clarity and understanding in the specific context of the services provided.
This Agreement is formed and becomes binding on the Client at the earliest of:
YPC will provide the Client with a link to these Terms and Conditions prior to or at the time of onboarding. By proceeding in any of the ways described above, the Client acknowledges that they have had the opportunity to read and consider these Terms and Conditions.
YPC Virtual Receptionist Service provides a Telephone Number to the Client and answers incoming Calls to that number. The act of answering an incoming Call is defined as a "Call." YPC offers the following standard options known as "Services", which the Client may choose to include or exclude based on their preferences:
YPC will answer inbound Calls to the telephone number provided to the Client (a "Call"). YPC will attempt to identify the caller, determine who the Call is for, and the reason for the Call. YPC will follow the Client's instructions, take a message, and relay the information (a "Message") to the Client via email or email and SMS if SMS delivery is selected.
YPC will answer the Call. YPC will attempt to identify the caller, determine who the Call is for, and the reason for the Call. YPC will then attempt to transfer the Call to the Client by contacting the Client, introducing the caller, and confirming whether the Client wishes to accept the Call, in accordance with the Client's instructions. If the Client declines the Call or does not respond, YPC will take a message and relay the information via email, or via email and SMS if SMS delivery is selected.
YPC will answer the Call. YPC will attempt to identify the caller, determine who the Call is for, and the reason for the Call. If the Call relates to an appointment, YPC will access the system specified by the Client to perform Actions such as creating, amending, or cancelling appointments, in accordance with the Client's instructions. An "Action" refers to the act of creating, amending, or cancelling a single appointment in the Client's system. Any interaction with the diary management system is considered an Action unless otherwise specified by YPC in writing.
"Outbound Call" refers to Calls YPC makes on behalf of the Client. These may include Calls and Actions and are performed at the Client's request.
Where the Client requires specialised call handling protocols, the Client must provide written instructions to YPC prior to commencement of those services.
YPC may provide additional services beyond those listed, which will be outlined and agreed upon in writing between YPC and the Client.
Standard Hours are based on the location of the telephone number YPC has provided to the Client that YPC answers calls on. All YPC Call Management Plans provide the Services from 8:00am to 6:00pm in the Local Time Zone (except Western Australia, which is 8:00am to 5:00pm), Monday to Friday.
All Plans exclude Australian National Public Holidays and exclude Local and State-based Public Holidays defined by the location of the telephone number YPC has provided, unless otherwise agreed in writing.
Extended Coverage is available by agreement, including Saturdays, Weekends, and 24×7.
YPC will use its best endeavours to deliver the Services as outlined in Section 2. However, delays in performance due to operational issues, system issues, telecommunications problems, or factors beyond YPC's control (including third-party system access), will not entitle the Client to cancel or terminate the agreement, nor claim consequential losses.
While YPC strives to answer all calls within agreed service levels, occasional delays or missed calls may occur due to operational constraints. The Client acknowledges that these occurrences do not constitute a breach of contract, and YPC will take reasonable steps to mitigate such delays as soon as reasonably possible.
In the event of outages where the Services are entirely unavailable due to technical failures, system downtime, or other operational issues, YPC will use its best endeavours to restore the Services as quickly as possible. The Client acknowledges that temporary outages do not constitute a breach of contract and will not give rise to claims for consequential losses or cancellation of the agreement, provided YPC takes reasonable steps to address the outage.
Both YPC and the Client acknowledge that mistakes and errors may occur during the provision of Services. This includes, but is not limited to, transcription errors, incorrect call handling, or failure to follow Client instructions precisely. YPC will use its best endeavours to minimise such occurrences. However, YPC is not liable for any consequential, indirect, or punitive damages resulting from such mistakes or errors. In the event of an error, YPC's liability will be limited to either re-performing the affected service or providing a refund for that portion of the service, at YPC's discretion.
Any advice, recommendations, or assistance provided by YPC in relation to the Services are offered in good faith and believed to be accurate at the time. However, YPC does not guarantee the accuracy, appropriateness, or reliability of such advice, and the Client acknowledges that YPC will not be held liable for any loss resulting from reliance on this advice.
Where YPC accesses Client Systems in the course of delivering the Services, YPC will take all reasonable steps to ensure that such access is used only for the purposes of delivering the Services.
YPC's Premium Plan and Essential Plan are delivered by Australian-based staff. All client-facing services under these plans (including, but not limited to, call answering, diary management, and access to Client systems) are performed by staff located in Australia.
YPC's Value Plan and Services provided outside Standard Hours (defined in clause 3.1) are delivered by YPC Philippines-based staff. YPC does not outsource staffing to any third-party company.
By selecting these services, the Client acknowledges and consents to their delivery by offshore staff.
In such cases, it is the Client's responsibility to ensure that any systems shared comply with Australian laws and their own data protection requirements.
YPC's internal business functions are performed by YPC staff regardless of location, including staff based outside Australia. These functions include (but are not limited to) invoicing, administration, IT support, and quality assurance.
YPC staff located offshore do not have access to Client systems unless expressly granted by the Client with the Client's knowledge.
Where the Client requires that YPC's internal business functions be performed exclusively by Australian-based staff, this constitutes an additional service level. YPC reserves the right to apply an Australian Processing Fee of 12.5% of the invoice value or $49.00 (ex GST), whichever is greater, per invoice. The applicable fee will be specified on the Client's invoice or communicated in writing.
YPC is not liable for delays or failure to deliver the Services due to circumstances beyond its reasonable control. These circumstances include, but are not limited to, strikes, pandemics, natural disasters, government actions, transportation disruptions, supplier system failures, or technology malfunctions. During such periods, YPC reserves the right to suspend Services, cancel, or terminate the agreement until the situation is resolved. This does not limit YPC's obligations under Australian Consumer Law.
The Client agrees to take all reasonable steps to mitigate any loss, damage, or expense before making any claim against YPC. YPC shall not be liable for any claim where the Client has failed to take reasonable steps to mitigate the loss or damage.
The Client agrees to act reasonably and professionally towards YPC staff at all times.
The Client agrees to engage YPC solely for purposes that are legal within the jurisdiction of Australia.
YPC will provide Free Email Support from reception@yourphonescovered.com.au. This support is intended to ensure that any problems or issues raised by the Client are attended to within a reasonable timeframe, depending on the priority of the issue.
YPC collects and holds personal information about its clients and prospective clients for the purposes of delivering and administering the Services and communicating about YPC's products and services. By completing a form on YPC's website, ticking the relevant consent box, or contacting YPC directly, the client or prospective client acknowledges that YPC may contact them for marketing and service-related communications. YPC does not sell or disclose this information to third parties except where necessary to operate its own business using third-party platforms and service providers, details of which are published on YPC's sub-processors page at [sub-processors page URL].
In delivering the Services, YPC acts as a service provider operating on the Client's instructions. The Client is the party with the direct relationship with its callers.
Where YPC receives personal information from or about callers in the course of delivering the Services, it does so on the Client's behalf and in accordance with the Client's instructions and to the standards described in this Agreement.
YPC does not collect, use, or disclose caller personal information for its own purposes.
YPC holds caller information only to the extent necessary to deliver the Services and for the limited operational purposes described in this Section, including billing, quality assurance, and dispute resolution.
The Client retains responsibility for the caller relationship, including any obligations to notify callers about the collection and handling of their personal information.
The Client agrees to comply with all applicable privacy laws and regulations concerning any personal information provided to YPC. The Client also acknowledges that YPC relies on the accuracy and legality of the personal information provided and that the Client is responsible for ensuring their own compliance with privacy laws, particularly when sharing sensitive or personal information with YPC.
YPC complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in the handling of personal information. In delivering the Services, YPC takes reasonable steps to ensure that:
YPC maintains policies to support each of the above. YPC does not warrant that individual staff will comply with those policies in every instance. Where a breach of policy occurs, YPC's liability is governed by clause 9 of this Agreement.
Although YPC takes reasonable steps to protect personal information, it cannot guarantee absolute security where third-party systems or platforms are used in the delivery of Services. Details of those platforms are published on YPC's sub-processors page at [sub-processors page URL].
In delivering the Services, YPC may receive personal information from callers on the Client's behalf, which may include sensitive information or health information as defined under the Privacy Act 1988 (Cth).
YPC maintains policies and training requiring staff to receive only the administrative information necessary to deliver the Services, and not to solicit or record clinical information.
The Client acknowledges that YPC receives this information solely in the course of acting as the Client's service provider, and that the Client remains responsible for the caller relationship and for any obligations arising from the collection or handling of that information.
The Client acknowledges that human error may occur and that YPC's liability in respect of any such error is governed by clause 9 of this Agreement.
The Client warrants that where applicable laws or regulations require callers to be informed of, or to consent to, the collection and handling of their personal information by a third-party service provider, the Client has made or will make appropriate arrangements to ensure such notice or consent is in place. Unless YPC has been separately instructed in writing to provide notice to callers on the Client's behalf, obtaining and maintaining that notice or consent is solely the Client's responsibility. The Client indemnifies YPC against any claim, loss, liability, or regulatory action arising from the Client's failure to comply with this obligation.
Calls made and received in the course of delivering the Services are recorded on the Client's behalf and stored securely by YPC using third-party telecommunications and storage platforms. Recordings are held by YPC for limited operational purposes, including quality assurance, dispute resolution, and billing. Access is restricted to authorised YPC staff for those purposes only.
YPC will delete call recordings within 12 months of the date of recording. The Client may request earlier deletion of recordings relating to their account in writing, and YPC will action that request within 14 days, subject to clause 7.11.
The Client acknowledges that call recordings may contain personal information volunteered by callers beyond what YPC staff solicited. YPC's liability in respect of such information is governed by clause 9 of this Agreement. Details of the third-party platforms used by YPC in the delivery of the Services are published at [sub-processors page URL].
In the course of delivering the Services, YPC may send Messages to the Client containing information taken during the Call. Messages are sent via third-party platforms listed on YPC's sub-processors page.
The Client acknowledges that it is solely responsible for any instructions it provides to YPC regarding information to capture in Message content. The Client indemnifies YPC against any privacy-related claim, loss, or liability arising from such instructions.
Messages are stored in YPC's internal database and used for billing, invoicing, and dispute resolution purposes. YPC will redact the subject line and body content of stored Messages within 12 months of the date of the Message, retaining only metadata necessary for billing.
Details of the third-party platforms used to deliver Messages are published at [sub-processors page URL].
In delivering the Services, YPC uses third-party platforms and service providers, some of which may be located outside Australia. By entering into this Agreement, the Client acknowledges and consents to personal information being transmitted through or processed by those platforms in the course of service delivery, including transmission to recipients located overseas. YPC uses its best endeavours to engage third-party platforms that maintain privacy and security standards substantially similar to the Australian Privacy Principles. A current list of YPC's third-party platforms, including the countries in which they are located, is published at [sub-processors page URL] and is updated as platforms change.
Where YPC accesses a Client's systems or enters personal information into a Client's systems in the course of delivering the Services, YPC does so solely on the express instruction of the Client and as agent of the Client for that purpose. The Client is responsible for ensuring that any instruction given to YPC to collect, enter, or handle personal information in Client systems complies with all applicable privacy laws. The Client indemnifies YPC against any claim, loss, liability, or regulatory action arising from YPC acting on the Client's instruction in collecting, entering, or handling information in Client systems.
If YPC is required by law, court order, or regulatory authority to disclose personal information held in connection with this Agreement, YPC will notify the Client as soon as practicable before or after making that disclosure, except where prohibited from doing so by the terms of that legal compulsion or by operation of law.
The Client may request in writing the deletion or redaction of personal information held by YPC in its primary database, including call recordings and stored Messages.
YPC will action such a request within 14 days of receipt, provided that all outstanding invoices have been settled in full and any open disputes notified under clause 11.6 have been resolved. The Client's obligation to pay all amounts due under this Agreement is not affected by a deletion request and continues regardless of whether records have been deleted.
Upon deletion, the Client acknowledges that YPC's records for the relevant period will no longer be available to either party, and that the absence of those records may limit the ability of either party to verify service delivery or resolve disputes relating to that period.
The Client acknowledges that in the ordinary course of delivering the Services, personal information may be incidentally processed by third-party operational systems including but not limited to email, ticketing, and support platforms. YPC will use its best endeavours to action deletion requests across systems within its direct control but cannot guarantee the deletion of data from third-party systems where that data has been incidentally processed.
This obligation to comply with the Privacy Act and protect personal information will survive the termination of this Agreement and will continue to apply to any personal information collected, stored, or used during the term of this Agreement.
"Confidential Information" means any information disclosed by the Client to YPC in connection with this Agreement that is by its nature confidential or that the Client identifies as confidential, including but not limited to business operations, pricing, systems, patient records and files, patient lists, and any information relating to the Client's professional services.
Confidential Information does not include information that is or becomes publicly available through no fault of YPC, or that YPC is required to disclose by law.
All Confidential Information remains the property of the Client. This Agreement does not transfer any right, title, or interest in Confidential Information to YPC. The Client retains all intellectual property rights in its own materials, systems, patient records, and any other content provided to YPC in connection with this Agreement.
YPC will hold Confidential Information in confidence and will not disclose it to any third party except as required by law or as necessary for the delivery of the Services. YPC will take reasonable steps to ensure that its staff and associates handle Confidential Information in accordance with this obligation.
These obligations survive termination of this Agreement for a period of three (3) years. YPC's obligations under the Privacy Act 1988 (Cth) in respect of personal information survive termination indefinitely by operation of law and are not limited by this clause.
YPC's liability for any claim, whether arising in contract, tort, or otherwise, shall not exceed the amount of the Client's Plan invoice for the month in which the issue arose. YPC will not be liable for any claims, losses, expenses, or damages (whether direct, indirect, consequential, or punitive) arising from the use or operation of the Services, as defined in Section 2, including any failure of the Services, except in cases of gross negligence or wilful misconduct directly attributable to YPC. The Client agrees to limit any claim against YPC to the amount paid for that month's Plan and acknowledges this express limitation of liability.
Except as expressly provided in this agreement and as required by Australian Consumer Law, all conditions, warranties, and other terms implied by statute, common law, or otherwise are excluded from this agreement to the fullest extent permitted by law.
YPC will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, goodwill, or anticipated savings, arising out of or related to the use or inability to use the Services, even if YPC has been advised of the possibility of such damages.
YPC will use its best endeavours to provide Services that are fit for purpose and delivered with due care and skill, in accordance with Australian Consumer Law. In the event of a breach, YPC's liability is limited to one of the following, as determined by YPC:
Nothing in this agreement is intended to exclude or restrict any rights the Client may have under the Australian Consumer Law.
All claims against YPC regarding the quality, fitness, suitability, or defects of the Services must be made in writing within 30 days of delivery. YPC does not accept liability for any such claim not made within this period unless otherwise required by law. If a claim is justified and made within the required timeframe, YPC may, at its discretion:
The YPC Virtual Receptionist Call Answering Service operates under an active Call Answering Plan as selected by the Client. Each Call Answering Plan includes a specified number of inbound Calls, SMS Messages, and Transferred Call Minutes, as outlined in the Client's chosen Plan and detailed on the Client's invoice.
The YPC Virtual Receptionist Diary Management Service is charged under a separate Diary Management Plan. A Diary Management Plan must be used in conjunction with an active Call Answering Plan. The Diary Management Plan includes a specified number of Actions, with an Action defined as any interaction within the Client's specified diary management system, including the creation, amendment, or cancellation of appointments.
YPC will invoice the Client each month on the same day of the month, commencing at the conclusion of any Free Trial. The invoice will include the Plan Fee for the following month in advance, as well as any additional fees such as Extras incurred in the preceding month.
The Client will be charged based on Calls, SMS, Transferred Call Minutes, and Diary Management Actions as outlined in the Client's chosen Plan, detailed in Section 10. Any usage exceeding the included amounts will be charged as an Extra, according to YPC's published pricing or as agreed in writing.
Plans will automatically renew at the end of the current term unless YPC is instructed otherwise by the Client in writing. It is the Client's responsibility to be aware of renewal dates and provide notice if they wish to make any changes to their Plan.
Unused Calls, SMS, Transferred Call Minutes, or Diary Management Actions in any Plan will expire at the end of each billing period and will not carry over to the next period.
YPC will not provide any credit or refund for any remaining term of any prepaid Plans. Annual Commitment Plans cannot be cancelled and the invoice needs to be settled in full by the client to terminate. Services will continue to be offered until the end of the term unless otherwise agreed in writing by YPC. Any period of time where YPC suspends services due to unpaid payments will be considered part of the original term of the agreement.
Any disputes regarding the invoiced amounts must be submitted in writing to info@yourphonescovered.com.au within seven (7) days of the invoice date.
Plans, fees, and account charges are subject to change. YPC will attempt to provide the Client with 30 days' notice of any changes via email, but this notice cannot be guaranteed.
YPC processes invoice payments on the due date via their payment partner Pinch Payments. Invoice amounts will be charged to the Client's Nominated Payment Method (Credit Card, Debit Card, or Direct Debit from an Australian Bank Account). The Client expressly acknowledges that they have authorised YPC to charge, withdraw, or debit from the Client's payment method for all sums due on a monthly basis. This authority will be irrevocable without the express written consent of YPC.
If the Client does not automate payments, meaning YPC is unable to initiate and process the transaction via YPC's chosen payment system on the agreed payment method, the Client will be charged an Administration Fee of 20% of the Invoice Value or $100.00, whichever is higher.
YPC reserves the right to charge an Invoice Chase Administrative Fee of $50.00 on any invoices unpaid after seven (7) days from the due date each time YPC has to contact the client for payment via email or phone.
YPC further reserves the right to charge interest on unpaid invoices from the due date at a rate of 30% per annum, calculated on daily outstanding balances, if payment is not received within seven (7) days of the due date.
In the event that the Client fails to pay any YPC Invoice when due, the Client acknowledges that YPC may suspend the Services without notice until payment is received.
If the Client fails to pay any outstanding invoiced amounts sixty (60) days after the due date, the Client acknowledges that they will be liable to pay all additional fees incurred by YPC in recovering the outstanding debt. These fees include, but are not limited to, YPC Admin time at $90 per hour, postage costs, legal costs, solicitors' fees, court fees, and debt recovery costs (including interstate fees). The Client agrees to indemnify YPC from any collection fees, mercantile agent's costs, debt recovery fees, and legal costs on a solicitor-client basis.
The Client acknowledges that records generated in the course of delivering the Services, including call recordings and message records, contain information collected by YPC on the Client's behalf. The Client is solely responsible for that information. Where the Client initiates a chargeback, payment reversal, or similar dispute with a financial institution or payment processor in relation to amounts charged by YPC, the Client authorises YPC to disclose any records held by YPC that are reasonably necessary to respond to and defend against that dispute. The Client indemnifies YPC against any claim, loss, liability, or cost arising from such disclosure.
The Client acknowledges that YPC may assign its rights related to payment collection at any time. This includes, but is not limited to, the right to collect debts, enforce guarantees, or engage third parties for debt recovery or legal action if payment is overdue. The Client agrees that any such assignment does not alter their obligation to settle all outstanding amounts under the terms of this Agreement.
YPC may provide a trial of the Services to new Clients to allow them to assess the suitability of the Service. The trial period is limited to a maximum of seven (7) calendar days or 100 calls, whichever occurs first. During this trial period, there is no obligation for the Client to continue using the Services.
YPC reserves the right to cancel or terminate any trial at its sole discretion, without prior notice or reason.
The Client acknowledges that they are responsible for monitoring their usage during the trial period and specifically are aware of the end date of any trial.
The Client acknowledges that they control any telephone diversion to the number provided by YPC or any use of this number by the Client. By continuing to use the Service after the trial period has ended without purchasing a Plan, the Client agrees to pay for any Services YPC provides as an Extra, at the maximum Extras fees published on YPC's website. Charges will commence from the day after the trial period ends, and YPC will issue an invoice as soon as reasonably possible. The invoice will be due on the day it is issued.
YPC utilises telephone numbers to provide the Services. These numbers are either owned by YPC or supplied to YPC under commercial agreements with telecommunications carriers or carriage service providers, who may own the telephone numbers used to supply the Services.
The Client acknowledges that:
YPC may, at its sole discretion, allow the Client to purchase and "port away" a Telephone Number it uses to provide the Service. "Port away" means to move a telephone number to a telecommunications carrier or carriage service provider of their choice. This porting process is subject to the following conditions:
The Client further acknowledges that YPC will not be held liable for any costs, delays, or failures associated with the porting process, including any fees charged by telecommunications carriers or carriage service providers involved in the transfer.
Either party may terminate this Agreement by providing written notice of its intention to terminate at the end of the current Plan period or by giving at least twenty-eight (28) days' notice, whichever is longer. The termination notice period applies to any existing Plans, even if unpaid, unless otherwise agreed in writing by YPC.
YPC may suspend or terminate this Agreement immediately if the Client:
In such cases, YPC reserves the right to pursue legal action to recover any outstanding monies owed.
If the Client employs (on a full-time, part-time, or casual basis) any YPC Staff who were provided to the Client by YPC or who worked with the Client during the term of this Agreement, or within 12 months following its termination, the Client agrees to pay YPC a placement fee of $5,000.00 (plus GST) per person hired. This fee will be due immediately upon YPC's demand once the employment is confirmed. This clause applies whether the employment is made directly by the Client or through a third party to avoid payment of the placement fee.
YPC reserves the right to assign its rights and obligations under this Agreement to its successors, nominated transferees, or assigns, without affecting the validity or enforceability of these terms and conditions. Such an assignment does not release YPC from its obligations under this Agreement, and the Client will remain bound by all terms and conditions.
This Agreement is governed by the laws of New South Wales, Australia. Any disputes arising under this Agreement will be subject to the jurisdiction of the courts of New South Wales.
All written communications to YPC should be sent via email to:
The parties agree to make reasonable efforts to resolve any disputes arising under this Agreement through informal negotiations. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the dispute to mediation. Mediation will take place in New South Wales, Australia, with the costs of mediation shared equally between the parties.
If mediation is not successful or not pursued, either party is free to seek resolution through court proceedings in New South Wales, Australia.