1 Your Phones Covered Pty Ltd (YPC) Will:
1.1 Supply the following Services (“the Services”), known as “Events”, unless otherwise agreed in writing
Call Answering Plans, for which charges apply, are provided, including;
(i) Call Answering
(ii) Call Answering with Message Taking
(iii) Attended Call Transfer to Land Line
(iv) Attended Call Transfer to Mobile
(v) Call Divert to Land Line
(vi) Call Divert to Mobile
(vii) Message Relay to Email
(viii) Message Relay to SMS
(ix) Fax to Email
(x) Email to Fax
(xi) Data Entry
(xii) Customer Service Enquiries
(xiii) Call Screening
(xiv) Other services agreed in writing from time to time
Diary Management / Customer Service / Call Centre Plans, for which charges apply, are also provided, including;
(xv) Accessing Software and Creating an Entry
(xvi) Accessing Software and Amending an Entry
(xvii) Accessing Software and Deleting an Entry
(xviii) Other services agreed in writing from time to time
1.2 Provide the Services during YPC Standard Hours, YPC Standard Hours are from 8.00am to 6.00pm in Australian Local Time Zones, (except Western Australia, which is 8:00am to 5:00pm), Monday to Friday, excluding Local and State based Public Holidays, unless otherwise agreed in writing. Additional Charges and Fees apply when the Services are supplied on Saturday and/or 24×7 Coverage. All Plans exclude Australian National Public Holidays, unless otherwise agreed in writing.
1.3 Provide Free Email Support from firstname.lastname@example.org to ensure that any problems or issues raised by the Client are attended to within a reasonable time frame dependent on priority of the problem or issue.
1.4 Take all reasonable steps to ensure information given to YPC in relation to the supply of the Services is Confidential and will not be disclosed by YPC to any party and YPC shall take all reasonable steps to ensure compliance with this confidentiality requirement by associates, employees and advisers.
2 The User of YPC Services (the “Client”) Will:
2.1 Engage YPC for a period as may be agreed with YPC (the “Term”), with not less than twenty-eight (28) days’ notice being given to YPC for the completion of the Term, the Client acknowledges that notice cannot be given in the first month of Subscription after any form of trial, meaning the minimum term of engagement is one (1) month plus twenty-eight (28) days, unless otherwise agreed in writing by YPC.
2.2 At all times ensure suitable access to its electronic data, software, and telephony services (“Client Systems”) for YPC to provide the Services. The Client further indemnifies and saves harmless YPC, and or it’s servants or agents against any loss or damage, in the event the Client fails to provide suitable access to Client Systems for delivery of the Services.
2.3 At all times act reasonably towards YPC Staff.
2.4 Only engage YPC for purposes considered to be legal in Australia.
3.1 YPC will Invoice the Client, commencing at the conclusion of any Trial, each month for the Services for that month, including a Subscription Fee (“the Plan(s)”) for the following month in advance plus any other fees incurred in addition to the Plan in the previous month.
3.2 The Plan is based on maximum number of Events in a Time Period described on the Invoice. YPC will charge additional Events in excess of the Plan chosen by the Client at the rate specified on the YPC Plans and Pricing Document, available from YPC’s Website or by contacting email@example.com, unless otherwise agreed in writing by YPC.
3.3 Invoices will be sent monthly to the Client during the Term based upon the Services processed by YPC pursuant to the Plan chosen by the Client and for any Service provided in excess of the Plan and any Account and or Administration Fees and GST, which will be due and payable on the day after the date of the Invoice. In the event the Client fails to make payments in accordance with these terms, the Client acknowledges that YPC may at its discretion suspend services without notice until payment is made.
3.4 Any disputes of Events must be made in writing via email to firstname.lastname@example.org within 7 days of Invoice.
3.5 All unused Events included Calls or Actions on a Plan expire and are not carried over.
3.6 Plans, fees for Services, Subscription Fees, and Account Keeping Fees are subject to change. Where any change occurs to the Plan or Fees during the Term, YPC will attempt to inform the Client by giving 30 days’ notice of any changes via Email, but cannot guarantee notification of such changes. Thereafter the amended Plan fees will be operative in relation to this Agreement.
4.1 All payments for Invoices are to be automatically charged to the Client’s Nominated Payment Method (Credit Card, Debit Card, or Direct Debited from an Australian Bank Account to a YPC Elected Account. The Client expressly acknowledges that it has authorised YPC to charge, withdraw or debit from the Client’s Credit Card, or Debit Card, or Bank Account, to YPC for all sums due on a monthly basis. The authority will be irrevocable without the express written consent of YPC.
4.2 All Payments that are not automated, automated means that YPC initiates and makes the transaction via YPC’s chosen payment system on the agreed payment method, will be charged an Administration Fee of $49.00 per month.
4.3 YPC reserves the right to charge an Administrative Fee of $25.00 on any invoices that are unpaid after seven (7) days of due date. YPC reserves the right to further charge interest on unpaid invoices from the due date of the invoice, at the rate of 20% per annum calculated on daily outstanding balances, where payment from the Client for these services is not received by YPC within seven (7) days of the due date.
4.4 In the event the Client fails to pay a YPC Invoice when due, the Client agrees to pay for a security bond in the amount equivalent to the Plan or $50 whichever is greater, if requested by YPC. The bond may be claimed against, whether in full, or part, by YPC at any time when the Client is in default of these terms. The bond, or its balance, will be refunded to the Client less outstanding invoiced charges upon written request after the termination of this Agreement.
4.5 In the event the Client fails to pay YPC any outstanding invoiced amounts sixty (60) days after the due date, the Client acknowledges that they will be liable to pay ALL additional fees YPC incurs from taking ANY action to recover the outstanding debt. These include but are not limited to: YPC Admin time at $90 per hour, postage costs, legal costs, solicitors’ fees, court fees, debt recovery costs (including inter State fees).
4.6 The Client agrees to indemnify YPC from any collection fees, mercantile agent’s costs, debt recovery fees, legal costs on a solicitor-client basis, in respect of this application, agreements, personal guarantees, securities given, or other documentation required whilst credit is being offered in consequence of this application or any default by the Client thereunder.
5.1 YPC shall not be liable for any amount greater than the price of the Services originally supplied. Without limiting the meaning of this clause, YPC shall not be liable for any claims, loss, expense whatsoever, howsoever arising, or in any event in any way whatsoever for any contingent, consequential direct/indirect special, or punitive damages arising in relation thereto, and the Client acknowledges this express limit of liability and agrees to limit any claim accordingly. Further YPC shall not be responsible directly or indirectly for any consequential loss or maintenance, use or operation of the Services by the Client, or to any third party, or from any failure of the Services whether defective or not.
5.2 For the purposes of Schedule 2 of the Australian Consumer Law, in particular Sections 51 to 53, 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), YPC’s liability for any breach of a term of this agreement is limited to; the supplying of the services to the Client again; or the replacement of the services; or the payment of the cost of having the services supplied to the Client again.
5.3 While YPC endeavours to maintain delivery of the Services, any delay of delivery, for any reason whatsoever, including but not limited to failure of calendar integration, access failures to calendars or phone contacts, failure of telecommunications systems, data entry errors, failure of messages in any form, will not entitle the Client to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
5.4 Should circumstances beyond the control of YPC prevent or hinder delivery of the Services, YPC will be free from any obligation to deliver the Services while such circumstances continue. For as long as such circumstances exist, YPC may, at its option, cancel, rescind or terminate all or any part of the Agreement or keep the Agreement on foot until such circumstances have ceased. Such circumstances beyond the control of the seller include, but are not limited to: strikes, lockouts, rebellions; pandemics; fire; acts of God; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; supplier systems supply issues; supplier supply problems; busines disputes; failures or malfunctions of computers and other information technology systems;
5.5 All claims against YPC regarding the quality, nature, fitness, suitability, conformance with description or defects of the Services must be made in writing to YPC within 30 days of delivery. YPC does not accept liability for any such claim not made in accordance with these terms.
5.6 In the event of justified objection notified by the Client to YPC in accordance with these terms, YPC may, at its option: reduce the price of the Services by agreement with the Client; refund to the Client the price of the Services; or replace the Services.
6 YPC and the CLIENT acknowledge and agree that:
6.1 Either party is entitled to terminate this Agreement by giving the other party written notice of its intention to terminate the agreement at the end of any termination notice period. The termination notice period is until the end of any Plans that are past the Plans start date, even if unpaid, or twenty-eight (28) days from the date of written notice, which ever is longer. The Client cannot give notice in the first month of engaging YPC, meaning the minimum term is one (1) month and twenty-eight (28) days. To avoid any confusion, written notice is an email to YPC’s email@example.com email address or to the Client’s email address that was provided by the Client to YPC to send YPC invoices to.
6.2 YPC may provide a Trial of the Services for the purpose of allowing new Clients to assess the suitability of the Service, any such Trial Period will be limited to a maximum of seven (7) Calendar Days OR 100 Calls, whichever occurs first, with no obligation for the Client to continue to use the Services. YPC may, at their sole discretion, immediately cancel any Trial without reason or notice. The Client acknowledges that they are responsible for monitoring their usage of any such Trial and that if the Client continues to use the Service after the end of the Trial Period, then YPC are entitled to charge for the provision of the services as described in these terms of business on at least a minimum Plan as advertised on YPC Website.
6.3 YPC uses Telecommunications Carriers and Carriage Service Providers to provide the Services, for the avoidance of doubt YPC is NOT a Telecommunication Carrier or Carriage Service Provider. This may include the use of a Telephone Number(s) by YPC to provide the Services to the Client.
The Client expressly acknowledges that Any Telephone Numbers used by YPC to provide the Services is the property of YPC or is supplied to YPC under a commercial agreement with a Telecommunications Carrier or Carriage Service Provider who may own the Telephone Number(s) YPC uses to supply the Services.
The Client further acknowledges that the Client has no rights of ownership, implied or otherwise, to any Telephone Numbers used by YPC in the supply of the Services, and that the Client has no right to “Port Away” from any Telecommunications Carriers and Carriage Service Providers any Telephone Number that YPC uses to provide the Services whatsoever.
6.4 Notwithstanding 6.3, YPC may at their discretion allow the Client to “Port Away” from the Telecommunications Carrier or Carriage Service Provider the Telephone Number(s) YPC uses to provide the Services by Porting the Telephone Number to a Telecommunications Carrier or Carriage Service Provider of their choice. YPC reserves the right to charge an Administration Fee of $149.00 ex GST, YPC reserves the right to charge additional Fees depending on the “Port Away” process. The Administration Fee is due no matter if the Port Away is successful or not.
All outstanding Invoices or Port Away Charges must be paid before any Port is attempted.
The Client acknowledges that YPC is not liable for any costs or fees incurred by the Client in the Port Away Process including any Telecommunications Carriers or Carriage Service Provider.
6.5 Any advice, recommendation, information, assistance or service given by YPC in relation to the Services supplied or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability and YPC does not accept any liability or responsibility for any loss suffered from the Client’s reliance on such advice, recommendation, information, assistance or service.
6.6 YPC is not responsible for inbound calls made by mistake, telemarketers, or callers not leaving a message. YPC reserves the right to charge for these calls under the Plan and these terms and conditions.
YPC includes various Events free of charge in the Subscription. YPC reserves the right to charge for ALL Events where it considers, at their sole discretion, that the Client is using excessive amounts of free Events, these free Events include, but are not limited to, SMS and Untimed Calls.
6.7 YPC will not provide any credit or refund for any remaining Term of any Prepaid Plan(s) and will continue to offer the Services until the end of the Term, unless agreed in writing by YPC.
6.8 If the Client separately employs (on a full-time, part-time or casual basis) any of the Virtual Call Attendants supplied by YPC, during the term of this Agreement and for 12 months from the date of termination (for any reason) of this Agreement, then the Client agrees to pay YPC the sum of $5,000.00 (plus GST) immediately upon demand by YPC as a commercial placement fee for each of the Virtual Call Attendants so employed.
6.9 YPC shall be entitled at any time to assign its rights under this Agreement to its successors, nominated transferees or assigns (including but not limited to, where applicable personal guarantees), and that these Trading Terms and Conditions shall not be in any way affected or discharged pursuant to such an assignment.
6.10 YPC may, at its option and without prejudice to any of its rights, either suspend further deliveries, require payment in advance, or terminate any contract by written notice to the Client (to avoid any confusion, written notice is an email to the email address provided by the Client that is used to send YPC invoices to) where the Client: defaults on any payment due under the agreement; OR being a natural person, commits an act of bankruptcy; OR being a corporation, is subject to: a petition being presented, an order being made or a meeting being called to consider a resolution for the Client to be wound up, deregistered or dissolved; or a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Client’s property and undertaking; or the entering of a scheme of arrangement (other than for the purpose of restructuring); or any assignment for the benefit of creditors.
6.11 YPC is entitled to immediately terminate this Agreement if the Client fails to comply with or fulfil the obligations set out in this Agreement, or the Client fails to pay YPC in accordance with the terms and conditions set out in this Agreement. Failure on the part of the Client to observe the conditions of this Agreement may result in the Services being immediately withdrawn from the Client and, if appropriate, lead to the institution of legal proceedings against the Client and/or the Guarantor to recover any outstanding monies and/or documents which are owed to and/or are the property of YPC.
6.12 All written communications to YPC should be made via email to: firstname.lastname@example.org
6.13 This agreement is governed by the laws of New South Wales, Australia.