Telco Terms of Use

1. Agreement

1.1 This is a legal agreement between you (as specified in Item 1 of the Service Schedule) (“you” or “your”) and one or more of the following entities, as applicable:

XCELIT Pty Ltd (ACN 657 952 219);

XCELIT Pty Ltd trading as Yamo (ACN 657 952 219);

(each referred to individually and collectively as “XCELIT”, “we”, “us” or “our”). Each of the above entities may be a Party, and collectively they may be referred to as the Parties.”

1.2 This Agreement consists of the Service Schedule and these terms and conditions formulated for the purposes of Part 23 of the Telecommunications Act 1997 (Cth), including any changes we make to these terms and conditions after the date of this agreement (“Agreement”).

1.3 If there is an inconsistency between the parts of this Agreement, the Service Schedule will prevail, followed by these terms and conditions.

1.4 You acknowledge receiving and having had the opportunity to review, a copy of this Agreement.

1.5 A reference to a “person” includes the person’s executors, successors and assigns.

1.6 If any term (or part of a term) in this Agreement is void or unenforceable, that term (or part) is taken to be removed from Agreement and not to form part of this Agreement. The remaining terms continue to have full effect.

2. Definitions

“Agreement” means the legal agreement defined in clause 1.

“Casual Contract Customer” is a customer that is on a monthly rolling contract as specified in Item 4.

“Charge” means the Minimum Monthly Commitment in addition to any other Service Charges, Establishment Fees, Equipment Fees or any other specified amounts payable in this Agreement.

“Credit Card” means any credit or charge card accepted by us as a form of payment from time to time.

“Due Date” means the date within which payment must be made to us as noted on your invoice.

3. Term

This Agreement begins on the date that it is signed by you (“Commencement Date”) and continues for the Term set out in Item 4 of the Service Schedule.

4. Services and Payment

4.1 We agree to supply the services described in the Service Schedules (“Services”) to you, and you agree to pay the Charges set out in this Agreement on the Due Date for the Term.

4.2 The Services must be ordered, supplied and billed against the nominated accounts agreed between you and us.

4.3 If you do not pay any amount due under this Agreement on time, we may, on 7 days’ notice suspend the Services, until all unpaid amounts are paid.

4.4 If you dispute an invoice you must give us written notice of the dispute within 21 days of the date of the relevant invoice which identifies the particular Charges disputed and the reasons for disputing those charges.

5. General

5.1 You must not disclose the contents of this Agreement or any of our technical, operational, billing, pricing or other commercially confidential information to any third party without our consent.

5.2 This Agreement constitutes the entire agreement about the Services between you and us.

5.3 This Agreement is governed by the laws of the Australian State or Territory in which your principal place of business is located. The parties submit to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

5.4 You must not assign your rights under this Agreement without our prior written consent, which will not be unreasonably withheld.

6. Consumer Price Index (CPI) Adjustment

6.1 The Client agrees that all dollar amounts stated in the Agreement related to Fees for services will be adjusted annually, effective each July 1, to account for inflation.

6.2 The adjustment will be based on the Consumer Price Index (CPI) or an equivalent official measure of inflation applicable to the Client’s country, as published by the relevant national statistical agency. If the applicable country does not publish an inflation index, a widely recognized international index (such as the World Bank’s CPI data) may be used.

6.3 In the event of disinflation or deflation, Fees will not be reduced but will remain at the previous year’s adjusted rate.

7. Your Responsibility

7.1 You are responsible for and have to pay for any use of your Service, whether you authorise it or not. You are responsible for ensuring your IT infrastructure is secure and appropriate controls in place to prevent unauthorised personnel from learning your XCELIT credentials or using Equipment pre-configured with XCELIT credentials.

7.2 We recommend you consider taking measures to protect yourself from unauthorised use of your Service. Any person who uses your Service, or allows someone else to use it, is jointly and individually liable with you for any charges relating to that use.