Definitions:

The following terms are defined upfront for ease of reference throughout this Agreement:

“YPC” refers to Your Phones Covered Pty Ltd.
“Client” refers to the individual or entity that has engaged YPC for services as outlined in their chosen plan.
“Subscription” refers to the ongoing agreement between the Client and YPC for the provision of Services, which may include specific Plan(s), service levels, and payment cycles.
“Term” refers to the total duration of the Subscription, including any minimum commitment period or agreed renewal periods between YPC and the Client.

Other key terms will be defined in the relevant sections where they appear, to provide clarity and understanding in the specific context of the services provided.

Services Provided by YPC:

Call Answering and Message Taking: YPC will answer inbound Calls to the telephone number provided to the Client (a “Call”). YPC will 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 to the Client via email or email and SMS if SMS delivery is selected.
Call Answering and Attended Transfer: YPC will answer the Call, 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.
Call Answering and Diary Management: YPC will answer the Call, 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 complete act of creating, amending, or cancelling a single appointment in the Client’s system. Any complete interaction with the diary management system is considered an Action unless otherwise specified by YPC in writing.
Call Answering and Other Services: YPC may provide additional services beyond those listed, which will be outlined and agreed upon in writing between YPC and the Client.
Outbound Calls: Outbound Calls refer to Calls YPC makes on behalf of the Client. These may include Calls and Actions and are performed at the Client’s request.

Call Answering and Diary Management Plans:

Diary Management Plan:
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.
Actions: An Action refers to the complete act of creating, rescheduling, or cancelling a single appointment in the Client’s system. Any interaction with the diary management system is considered an Action unless otherwise specified in writing by YPC.
Usage Beyond Plan Limits: Any Actions exceeding the number included in the Client’s Plan will be charged as Extras, with the applicable pricing detailed in the Client’s Plan invoice. Billing for Extras will occur at the end of each billing period based on actual usage.
Free Email Messaging: All Diary Management Plans include free email messaging to confirm Actions taken by YPC on behalf of the Client.

Operating Hours:

Operating Hours:
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.

Support:

Support:
YPC will provide Free Email Support from reception@yourphonesocovered.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.

Client Obligations:

Access to Client Systems:
The Client agrees to provide suitable access to its electronic data, software, and telephony services (“Client Systems”) as required for YPC to deliver the Services. The Client further indemnifies and holds harmless YPC, including its servants or agents, against any loss or damage that may arise if the Client fails to provide suitable access to Client Systems necessary for the provision of Services.

Reasonable Conduct:
The Client agrees to act reasonably and professionally towards YPC staff at all times.

Legal Use Only:
The Client agrees to engage YPC solely for purposes that are legal within the jurisdiction of Australia.

Termination and Notice

Termination by Either Party:
Either party may terminate this Agreement by providing written notice of its intention to terminate at the end of the current subscription 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.

• The Client may not provide notice of termination during the first month of engaging YPC; thus, the minimum engagement period is one (1) month plus twenty-eight (28) days.
• The Client cannot reduce their Plans during the invoice period prior to providing notice.
• To avoid confusion, written notice by the Client must be provided via email to info@yourphonescovered.com.au. Written notice by YPC will be sent to the Client’s email address on record for invoicing purposes.

Confidentiality:

Confidentiality:
YPC will use its best endeavours to ensure that any information provided by the Client in relation to the supply of Services is treated as Confidential. YPC will not disclose such information to any third party except as required by law or as necessary for the delivery of the Services. YPC will take all reasonable steps to ensure compliance with this confidentiality obligation by its associates, employees, and advisers.

Both YPC and the Client will make reasonable efforts to limit YPC’s access to highly sensitive or confidential information. It is the Client’s responsibility, or that of the Client’s third-party systems, to manage and protect such information. Should the Client inadvertently share highly sensitive or confidential information without notifying YPC in advance, YPC will not be held responsible for any unauthorised disclosure or breach of such information, except in cases of gross negligence or wilful misconduct by YPC.

YPC may, from time to time, use non-high-risk data (such as anonymised or aggregated information) for purposes of quality control, service improvements, and system optimisation. Such use will be conducted in a secure manner that does not compromise the Client’s privacy or sensitive information.

YPC utilises Google’s Cloud Services in Sydney, Australia, to maximise compliance with Australian Data Protection Laws where possible. However, when third-party services, systems, or platforms (e.g., telecommunications providers, software platforms, cloud storage services) are involved, YPC cannot guarantee that all data will be processed exclusively within Australia. YPC will use its best endeavours to ensure these third-party providers adhere to confidentiality and data protection standards, but cannot guarantee the security or confidentiality of information once transmitted, stored, or processed by such third-party systems.

The Client acknowledges that YPC operates as an international business and employs staff located outside of Australia. YPC staff located offshore do not have access to Client systems unless expressly granted by the Client with the Client’s knowledge. In such cases, it is the Client’s responsibility to ensure that any systems shared comply with Australian confidentiality laws and their own data protection requirements. YPC will use its best endeavours to ensure that all YPC staff, regardless of location, adhere to Australian data security and privacy standards.

This confidentiality obligation shall survive the termination of this Agreement, ensuring that all information provided during the course of the engagement remains protected beyond the term of the contract.

Privacy and Data Protection:

Privacy Act Compliance:
YPC complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in relation to the collection, storage, and use of personal information. YPC is committed to maintaining the highest standards of privacy and confidentiality in its business operations. All personal information collected by YPC is handled in accordance with these principles, and YPC will only collect information that is necessary for the delivery of Services as outlined in this Agreement.

YPC takes all reasonable steps to ensure that personal information is protected from misuse, interference, loss, unauthorised access, modification, or disclosure. These steps include implementing industry-standard security measures, using reputable service providers, and adhering to strict internal protocols and procedures to safeguard data integrity and confidentiality.

Furthermore, YPC engages in continuous monitoring and review of its data protection practices to ensure ongoing compliance with applicable laws. Although YPC strives to protect personal information to the fullest extent possible, it cannot guarantee absolute security, particularly when third-party systems or platforms are used in the delivery of Services.

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.

In addition, YPC is committed to ensuring that any personal information it processes on behalf of the Client is handled responsibly, regardless of where its staff are located. YPC will use its best endeavours to ensure that all personnel involved in the delivery of Services, whether based in Australia or offshore, adhere to Australian data protection standards and relevant privacy legislation.

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.

Invoicing

Monthly Invoicing:
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 Subscription Fee (“the Plan”) for the following month in advance, as well as any additional fees such as Extras incurred in the preceding month.

Plan and Additional Charges:
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 2. Any usage exceeding the included amounts will be charged as an Extra, according to YPC’s published pricing or as agreed in writing.

Automatic Plan Renewal:
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.

Expiry of Unused Allowances:
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.

Prepaid Plans and Annual Commitment Plans:
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 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.

Disputes:
Any disputes regarding the invoiced amounts must be submitted in writing to info@yourphonescovered.com.au within seven (7) days of the invoice date.

Plan Changes and Fee Adjustments:
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.

Payment Terms

Automatic Payment:
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.

Non-Automated Payment Admin Fee:
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.

Invoice Chase Administrative and Interest:
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 have 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.

Non-Payment Suspension of Services:
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.

Debt Recovery Costs and Indemnification:
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.

Assignment of Payment Rights:
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.

Delivery of Services

System Failures:
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.

Mistakes and Errors:
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.

Advice and Recommendations:
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.

Offshore Staff:
Whilst the majority of YPC Staff and Services are delivered exclusively by Australian-based staff, some Services, including but not limited to the YPC Virtual Reception Value Subscription, are delivered by YPC’s offshore team. The Client acknowledges and consents to the use of offshore staff when engaging these Services.

Force Majeure:
YPC is not liable for delays or failure to deliver 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.

Client’s Duty to Mitigate:
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.

Limit of Liability

Limitation of Liability:
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.

Exclusion of Implied Warranties:
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.

Limitation on Indirect and Consequential Losses:
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.

Australian Consumer Law Compliance:
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:

• The re-supply of the Services;
• The replacement of the Services; or
• The payment of the cost to have the Services supplied again.
  Nothing in this agreement is intended to exclude or restrict any rights the Client may have under the Australian Consumer Law.

Claims and Notification:
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:

• Reduce the price of the Services;
• Refund the amount paid for the Services; or
• Replace the Services.

Trial Period and Acknowledgment of Charges

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.

Telephone Numbers and Telecommunications Services

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.

Ownership and Use of Telephone Numbers:
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:

• They do not have any ownership rights, implied or otherwise, to any telephone numbers used by YPC to provide the Services.
• The Client cannot transfer or “port away” any telephone numbers provided by YPC to another telecommunications carrier or carriage service provider without YPC’s prior written consent.

Purchasing Telephone Numbers from YPC and Porting Away:
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:

• YPC reserves the right to charge purchase fee and “port away” administration fee of $299.00 ex GST for the porting process, regardless of whether the porting is successful.
• Additional fees may apply depending on the specific requirements of the porting process.
• All outstanding invoices or porting-related charges must be fully paid by the Client before any porting request is initiated.

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.

Employment of YPC Staff by Client

Employment of YPC Staff:
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.

Assignment of Rights

Assignment of Agreement:
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.

Suspension and Termination for Default

Client Default:
YPC may suspend or terminate this Agreement and stop providing the Services if the Client:

• Defaults on any payment due under the Agreement;
• Declares bankruptcy or has a receiver, administrator, or similar officer appointed;
• Enters into a scheme of arrangement (other than for the purpose of restructuring);
• Commits any other material breach of the Agreement.

In such cases, YPC reserves the right to pursue legal action to recover any outstanding monies owed.

Governing Law and Disputes

Governing Law:
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.

Communication:
All written communications to YPC should be sent via email to: info@yourphonescovered.com.au.

Dispute Resolution:

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.