Vonage Business Cloud Terms of Service - Australia
This Agreement sets out the terms on which Vonage agrees to provide its Vonage Business Phone System service and Vonage Business Cloud service ("Service") to you. This Agreement commences on the date that Vonage first accepts your order. Vonage may accept or reject your order in its sole discretion.
The expressions, "Vonage", "we" and "us" and "our" mean Vonage Australia PTY Limited ACN 153 693 326. The expressions "you" and "your" mean you, the business customer.
1. Essential Service Information: Over the top service
By signing up to the Service you understand and agree that the Service may not offer all of the features you may expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or (fixed or mobile) broadband connection. You must maintain your broadband connection in order to use the Service and you shall be responsible for all charges incurred in connection with your broadband connection arising from use of the Service thereon. Your attention is specifically drawn to the Critical Information Summary on our website at vonage.com.au, which describes the Service and its limitations.
2. Essential Service Information: Emergency call services
2.1 If the Service is fully operational, 000 emergency call services to police, fire and ambulance services can be accessed from within Australia. However, you understand and acknowledge that there may be some limitations regarding use of the 000 service as set out in this clause 2.
2.2 If you use the Service outside Australia you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside Australia.
2.3 If there is a Service outage for any reason, such outage may prevent access to 000 dialling.
2.4 You must register with Vonage the primary physical location where you will be using the Service. Your initial primary physical location will be registered as a part of subscribing to the Service. It is your responsibility to notify us of any changes to your primary physical location in accordance with clause 4.16. If you do not notify us of changes, it may not be possible for emergency call service operators and authorities to identify your location when you dial 000.
2.5 Only location information of your primary physical location as notified to Vonage will be available to emergency services; extension information may not be available to emergency services. When you dial 000 you will need to state your location and phone number promptly and clearly, as emergency call service operators and authorities may not have this information.
2.6 Emergency call service operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency call service operators and authorities may also not be able to hold your line open in the event you hang up.
2.7 You agree to inform potential users of the Service of the limitations set out in this clause 2 and you understand and accept that you and all potential users of the Service should always have an alternative means of accessing 000 emergency services.
2.8 If Vonage suspends the Service you will still be able to dial 000.
3. Essential Service Information: Number porting
3.1 In most circumstances, it will be possible for you to port your telephone number or numbers from Vonage to another provider.
3.2 If you wish to port your telephone number or numbers from Vonage to another provider, you must not terminate this Agreement and the Service until the number port is completed. You may lose your number or numbers if you terminate this Agreement and the Service before the number port is completed. Where you are porting your telephone number or numbers away from Vonage it is your responsibility to terminate this Agreement and the Service in accordance with clause 6.2. If you do not terminate this Agreement and the Service in accordance with clause 6.2 on completion of the number port, this Agreement and the Service will continue and you will remain responsible for the payment of all fees and charges under this Agreement for the full term of this Agreement or until this Agreement is otherwise terminated.
3.3 For more information on how to transfer numbers to Vonage, see our Support page. To transfer telephone numbers away from Vonage, your administrator on your account must contact Vonage by phone.
3.4 If there is a delay in porting, you may be entitled to claim compensation as set out in Vonage's Customer Complaints Code. Any compensation awarded shall be in full and final settlement of any claim you may have against Vonage (now or in the future) in respect of the delay.
4. Use of the Service
4.1 You agree that you will use the Service in accordance with this Agreement and with such reasonable instructions as we may notify to you from time to time. You are responsible for all activity and usage of the Service.
Fraud or unauthorised use of the Service
4.2 Any breach of security in connection with the Service (for example, in connection with your username or password) must be notified to us immediately.
4.3 To help avoid any unauthorised use of the Service it is your responsibility to choose a robust password combination and to change your password regularly. You are also responsible for securing all credentials used to access the Service, including credentials used by telephones or softphones and credentials used by end users or administrators, as well as the media access control (MAC) address of telephones used by you.
4.4 You are responsible for all fees and charges on all devices and features registered with Vonage in relation to the Service. You will bear the risk of loss and assume all liability arising from any prohibited, unauthorised or fraudulent usage of the Service except to the extent that the liability arises from our breach of our obligations under this Agreement.
4.5 In the event that Vonage discovers fraudulent calls being made using the Service, you consent to Vonage taking all actions it deems reasonably necessary (including blocking access to particular calling numbers), without notice to you, to prevent such calls from taking place. You acknowledge and agree that Vonage:
4.5.1 is under no obligation to investigate the authenticity of calls charged to your account;
4.5.2 is under no obligation to take action to prevent such calls from being made; and
4.5.3 is not liable for any fraudulent calls processed by Vonage and billed to your account except to the extent such processing occurred as a result of our breach of our obligations under this Agreement.
Permitted Business Use
4.6 You acknowledge that the Service is provided primarily for continuous live dialogue between individuals as part of normal and reasonable use in the course of your business (“Permitted Business Use”). You will not use the Service other than for the Permitted Business Use.
4.7 Without limiting clause 4.6, you may not use any automated means to manipulate the Service, use the Service to violate any law, rule, regulation or any third parties' intellectual property or personal rights or use the Service in a way that causes Vonage to breach any law, rule or regulation. In particular, you agree that you will not use the Service nor allow others to use the Service:
4.7.1 for any unlawful, fraudulent, improper or inappropriate purpose;
4.7.2 to send a communication which is unlawful, harmful, threatening, harassing, defamatory, libellous, deceptive, abusive, obscene, offensive, menacing or otherwise criminal in nature or in breach of any intellectual property, privacy or any other rights or any similar behaviour;
4.7.3 to impersonate another person;
4.7.4 to send bulk unsolicited messages;
4.7.5 to promote unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment or any other illegal activities; and /or
4.7.6 in a way that in Vonage's reasonable opinion is likely to affect the quality of the Service or any other service provided by Vonage.
4.8 Without limiting clause 4.6 or 4.7, each of the following will be considered when evaluating whether your behaviour is outside of Permitted Business Use:
4.8.1 persistent use by or for others who do not work in your business;
4.8.2 use by others who are not registered Vonage mobile client users in respect of the Service;
4.8.3 frequent changes to telephone numbers registered for use with mobile clients you have registered with Vonage in respect of the Service;
4.8.4 operating a call centre;
4.8.6 auto-dialling or fax/voice blasts;
4.8.7 excessive (as determined by Vonage acting reasonably):
A. use without making a live call;
B. unique numbers called;
C. different numbers called;
D. call forwarding/transferring; or
E. conference calling.
4.9 The examples of behaviour listed in clauses 4.7 and 4.8 are not intended to be exhaustive and we reserve the right to take into account other examples of behaviour that we may determine to be relevant when deciding whether or not your usage constitutes Permitted Business Use.
4.10 Some services we provide allow for the use of additional devices and clients (such as our softphone client, personal computers, mobile phones, and mobile client phone numbers registered with Vonage or other Equipment) as part of that service. If the Service permits use of more than one device or client with the same line, your usage will be aggregated and assessed when evaluating whether your usage is outside of Permitted Business Use.
4.11 You agree that the Service is for your own use in the course of your business only. You represent and warrant that you will be the ultimate end user of the Service. You will not in any way re-sell, re-supply, license, permit or otherwise allow any third party to use the Service without obtaining Vonage's prior written consent, which may be withheld or granted on such conditions as Vonage in its sole discretion determines.
4.12 You agree that you will use all equipment supplied by Vonage to you, the usage of which may be charged to you on a monthly or other recurring basis, for the purpose of accessing the Service ("Equipment") exclusively in connection with the Service and that Vonage will not provide any passwords, codes or other information or assistance that would enable you to use the Equipment for any other purpose.
4.13 You must not reconfigure or tamper with the Equipment. The Equipment must be kept and used in strict accordance with instructions issued by the manufacturer or us, and provided to you, and must not be used in conjunction with other equipment not approved by the manufacturer or us.
4.14 You agree to notify us immediately by calling us on 1300108184 (or such other telephone number as may be posted on our website at vonage.com.au from time to time) if the Equipment is stolen or if you become aware of any unauthorised use of the Equipment.
4.15 If you decide to use the Service through an interface device not provided by Vonage (which Vonage reserves the right by notice to you to prohibit in particular cases or generally), you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Vonage from and against any and all liability arising out of your use of such interface device not provided by Vonage with the Service.
4.16 If you move from the physical address where we provide the Service and you want to continue with the Service at your new address we shall need to carry out a telephone line test at the new address. If it is not possible to connect you to the Service at the new address you may terminate the Service and this Agreement with effect from the date of your move into the new address in accordance with clause 6.2.
5. Charges and Payment
When we will bill you and our fees and charges
5.1 Billing will commence on the date we activate the Service. Billing will not be delayed due to your readiness to accept or use the Service.
5.2 We publish all call plans, fees and charges (including details of shipping fees, activation fees, number change fees and applicable early termination charges) at vonage.com.au. If, at any time, the Service is affected or unavailable you will continue to be billed for the Service.
5.3 Fees and charges for the Service will be billed in monthly cycles on a regular working day each month as notified to you when Vonage accepts your order ("Billing Period"). All subscription charges will be billed monthly in advance and all usage-based charges will be billed monthly in arrears. Any other fees and charges will be billed monthly in advance or in arrears, as notified by Vonage to you.
5.4 Invoices and reports will be emailed to the account holder monthly. Each invoice is payable by you on the due date specified in the invoice, whether or not you receive or review that invoice. Vonage will not provide reminder emails notifying you that an invoice is available for review.
5.5 The only permissible method of payment for subscription and usage charges, applicable taxes and fees is by direct debit. The methods of payment of other fees and charges accepted by Vonage are set out on our website at vonage.com.au. If payment is accepted by credit card, we may charge you a credit card payment processing fee. Vonage reserves the right at any time to stop accepting credit cards from one or more issuers.
5.6 Your initial order for the Service authorises Vonage to charge your debit or credit account for all fees and charges incurred under this Agreement. The authorisation will remain valid until 3 Working Days (being a day which is not a Saturday, Sunday or public holiday in Melbourne) after Vonage receives a notice terminating Vonage’s authority from you in accordance with clause 5.7.
5.7 If your direct debit details change you must notify us immediately by calling us on 1300108184 (or such other telephone number as may be posted on our website at vonage.com.au from time to time). Any such notice must be provided at least 3 Working Days before a payment is due by you under this Agreement.
5.8 You must pay all sums due to Vonage in full by the due date and you cannot set off, deduct or withhold any part of any sum you owe in respect of the Service.
5.9 Unless otherwise stated, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, goods and services taxes (“GST”), use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”) . Where GST is imposed on the supply of the Service, you must pay us, on each date you pay us for the Service under this Agreement, an additional amount calculated by multiplying the value of the GST-exclusive amount which is payable (without any deduction of any nature) by the prevailing GST rate. We will provide, in the manner set out in clause 5.4, an electronic tax invoice showing the total amount due and the amount of GST payable. Customer will be solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts it owes Vonage, but will not be responsible for taxes based on Vonage’s net income. You may present Vonage with an exemption certificate eliminating yours and our liability to pay certain Taxes. Once we have received and approved the exemption certificate, you shall be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that you are not exempt from Taxes and assesses those taxes, you shall pay those Taxes to us, plus any applicable interest or penalties. Such notice will not affect charges submitted before we reasonably could act.
5.10 You must notify Vonage in writing within 7 days after the date a Vonage online statement is made available if you dispute any Vonage fees or charges included in that statement. Billing disputes must be notified by telephone on 1300108184. Where we determine that your dispute is reasonable, we will suspend any collection processes in respect of the disputed amount until we resolve that dispute with you. If, in resolving the dispute, we determine we have debited your credit or debit account incorrectly we will refund you the disputed amount as soon as reasonably practicable.
5.11 We reserve the right to charge for reasonable administration costs incurred in recovering any sum you owe us under this Agreement and we reserve the right to employ debt collection agencies, to assign the right to collect your debt or to factor your debt to a third party for collection. Without prejudice to our other rights, we reserve the right to charge daily interest on all outstanding amounts from the due date until payment is received in full at the rate equal to 1% per annum above the Reserve Bank of Australia cash rate, as current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Agreement for any cause whatsoever.
5.12 If you accept an equipment upgrade, special offer, promotion or other benefit, such as a free month of service, free installation, a rebate or other incentive, there may be a term commitment associated with the benefit you accepted ("Commitment"). The Commitment will be disclosed to you before you accept the benefit. The Commitment begins on the date you activate the new equipment or accept the special offer, promotion or other benefit. If the Service is disconnected prior to the end of the Commitment period, without limiting any other amount you may be required to pay to Vonage under clause 6, you agree to pay Vonage a recovery fee in an amount equal to the difference between the price you paid and the recommended retail price of the equipment upgrade, special offer, promotion or other benefit you received.
5.13 You accept that when you order the Service from us we may carry out credit reference enquiries about you and that we may also carry out identity and fraud prevention enquiries. We may also carry out credit reference enquiries about you at any time during which you are a Vonage customer.
6. Suspension, termination and Vonage’s other rights on breach
6.1 This Agreement shall commence on the date Vonage accepts your order for the Service and will continue, unless terminated earlier in accordance with this Agreement, for the minimum term as set out in your order ("Minimum Term"). On the expiry of the Minimum Term this Agreement will continue thereafter unless terminated by Vonage on 30 days’ notice to you or by you in accordance with clause 6.2.
Your right to terminate
6.2 You can terminate this Agreement in full, or in respect of some but not all of your lines and other features of the Service, at any time for any reason by telephoning us on 1300108184 (or such other telephone number or weblink as may be posted on our website at vonage.com.au from time to time). Any other purported terminations (whether by email, letter, or other communication) shall not be deemed valid or effective. You can choose to terminate immediately or on a date up to 30 days in advance. If you wish to port your telephone number away from Vonage to another provider clause 3 will apply. Except as prohibited by law, all prepaid amounts are non-refundable.
Vonage’s rights to terminate or suspend
6.3 We may suspend the Service or terminate this Agreement and the Service at any time by notice to you if:
6.3.1 you fail to make any payment when it becomes due and do not remedy that failure within 5 Working Days of the due date;
6.3.2 you breach this Agreement (other than a breach referred to in clause 6.3.1) and fail to remedy the breach within a reasonable time specified in a written notice from us to do so;
6.3.3 you become bankrupt, are not able to meet your debts as and when they fall due or are wound up or we, acting reasonably, determine this is likely;
6.3.4 you are subject to a Change of Control, provided we notify you of the suspension or termination within 45 days of you notifying us of the Change of Control. In this Agreement "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly.
6.4 Without limiting our rights under clause 6.3, we may on 5 Working Days’ notice to you suspend the Service:
6.4.1 if we reasonably believe you are in breach of any other agreement with us;
6.4.2 if you abuse or threaten us, or a member of our staff;
6.4.3 if we reasonably believe the Service is not appropriate for use in the course of your business, for example, because your broadband service does not support use of the Service;
6.4.4 if we reasonably believe your use of the Service poses a security risk to the Service or any third party or may subject Vonage or any third party to liability;
6.4.5 if Vonage reasonably believes your use of the Service may be detrimental to our other customers' ability to use our services; or
6.4.6 upon the occurrence or threat of any other event or circumstance for which Vonage reasonably believes that suspension of the Service is necessary to protect the Vonage (or other third party) network, systems or customers.
Consequences of termination or suspension
6.5 During any period of suspension of the Service you will remain responsible for all fees and charges payable under this Agreement that would have been payable but for the suspension.
6.6 If we suspend the Service we may or may not agree to restore the Service if you request us to do so. If we do not agree to restore the Service, we will terminate this Agreement and the Service.
6.7 Upon any termination of this Agreement and the Service in accordance with clause 6.2, 6.3 or 6.4 you must immediately pay us:
6.7.1 all amounts payable in respect of the Billing Period in which the termination occurs and which remain unpaid and any other amounts which become payable under this Agreement on termination occurring; and
6.7.2 if the termination occurs during the Minimum Term, we may accelerate, bill and collect up to all remaining charges (and applicable taxes and fees) due for the remainder of the Minimum Term in respect of each line, extension and other Service feature disconnected.
6.8 In the event of termination of this Agreement and the Service in accordance with clause 6.2, 6.3 or 6.4:
6.8.1 no unused portion of any prepaid fee or charge will be refunded by us; and
6.8.2 no amounts will be refunded in respect of Equipment purchased by you.
6.9 If we suspend Service as a result of past-due undisputed amounts owed, we may, at our sole option, choose to restore your Services prior to receipt of the delinquent amount owed. A restoration fee of $25.00 may apply and any overdue charges must be paid in full. Such restoration shall not be construed as a waiver of Vonage’s right to (i) receive full payment for all delinquent fees and charges due or (ii) again restrict, suspend or terminate the Services at any time for non-payment of any undisputed unpaid charges. The failure of Vonage to restrict, suspend or terminate the Services for non-payment of any undisputed charges shall not operate as a waiver or estoppel to restrict, suspend or terminate Services of such account for non-payment of current or future charges. Vonage may also apply other payments made by you towards any past-due undisputed amounts owed.
Vonage’s additional rights to terminate or take other action
6.10 We may also terminate this Agreement and the Service upon giving you not less than 30 days’ prior notice, or such lesser period as is practicable, in the following circumstances:
6.10.1 if we are legally required to suspend or terminate the Service in order to comply with applicable law or regulation including an order, instruction or request of any government or other competent authority;
6.10.2 any regulatory change affecting our ability to offer the Service is introduced, including but not limited to any authorisation or licence under which we provide the Service expiring or being revoked;
6.10.3 if any underlying arrangement between us and any third party operator or supplier is terminated for whatever reason.
6.11 Any termination by us in accordance with clause 6.1 or 6.10 will be without any liability to you arising from or in respect of the termination. If we give notice of termination in accordance with clause 6.1 or 6.10 no early termination charges will apply and:
6.11.1 you will remain liable for all fees and charges due up until the date of termination provided that the unused portion of any prepaid fee or charge paid by you will be refunded by us within 30 days of the date of termination; and
6.11.2 no amounts will be refunded in respect of Equipment purchased by you.
6.12 Vonage may remove or block all communications if Vonage suspects a violation of this Agreement, or if Vonage considers it necessary in order to protect the Service, or Vonage, its parent, affiliates, directors, officers, agents, employees or other customers from harm.
6.13 In the event that you reconfigure or otherwise tamper with Equipment, without limiting our other rights under this clause 6, we reserve the right to withhold support in connection with the Equipment.
6.14 If you use the Service otherwise than for Permitted Business Use, without limiting our other rights under this clause 6, we may at our sole option offer you an alternative call plan. If you do not accept our offer of an alternative call plan, we may exercise our rights under this clause 6 to terminate the Service and this Agreement.
7. Ownership and Risk of Loss of Equipment
You must take good care of all Equipment we supply to you. You bear all risk of loss or theft of, or damage to, the Equipment. Unless you purchase the Equipment in full from Vonage, all right, title, and interest in the Equipment remain vested in Vonage. Risk of loss and title of purchased equipment pass upon delivery to you. Purchases of Equipment If you purchase Equipment from Vonage pursuant to an installment payment plan, you agree and acknowledge that title to the Equipment does not pass to you until the last installment has been fully paid, and that failure to fully pay for the Equipment subjects the Equipment to forfeiture without a right of refund. Your obligations applicable to Vonage-owned Equipment continue to apply. You are responsible for returning supplied Equipment to Vonage in accordance with its instructions upon termination of this Agreement for any reason.
8. Changing this Agreement
8.1 We may at any time change the terms and conditions of this Agreement, any policy or document referred to in this Agreement or our fees and charges and call plans by sending you an email notification. We shall endeavour to notify you of changes materially adverse to you at least one month before they are due to take effect, however, we may have to make some changes without giving the full one month's notice. You may contact us at any time on 1300108184 (or such other telephone number as may be posted on our website at vonage.com.au from time to time) for details of changes or visit our website at vonage.com.au.
8.2 You may terminate this Agreement and the Service without incurring any applicable early termination charges if any changes to this Agreement notified to you in accordance with clause 8.1 cause you material detriment provided you notify us within 30 days of receiving notice in accordance with clause 8.1. Termination will take effect on the date which is 30 days after you notify us or such earlier date as you request when you notify us. No early termination charges will apply and we will refund to you the unused portion of any prepaid fee or charge paid by you within 30 days of the date of termination. However you will remain liable for all fees and charges due up until the date of termination and we will not be liable to refund any amount in respect of Equipment purchased by you. To exercise your right of termination under this clause 8.2 you will need to telephone us on 1300108184 (or such other telephone number as may be posted on our website at vonage.com.au from time to time).
9. Limits on Warranties
9.1 We warrant that we shall provide the Service with reasonable skill and care, within a reasonable time and substantially as described in this Agreement. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service. We do not make any other promises or warranties about the Service other than as provided by law.
9.2 You acknowledge and agree that in entering into this Agreement you do not do so on the basis of, and do not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.3 The Customer Service Guarantee is a guarantee that is provided under the Telecommunications Act 1997 (Cth) requiring certain providers of specified telephone services to meet timelines for connections, fault repairs and customer appointments. You agree that you waive all rights that you might have (if any) under or in respect of the Customer Service Guarantee.
9.4 Vonage reserves the right to perform, repair and maintenance on or upgrade, update or enhance (collectively "Maintenance") its network infrastructure and the Service with or without notice and without liability, even if Maintenance causes a partial or full disruption of the Service, provided however, Vonage shall use commercially reasonable efforts to perform the Maintenance in a manner so as to avoid unduly interfering with your use of the Service, including by providing reasonable commercial notice where feasible.
9.5 You may report any faults with the Service by contacting us on 1300108184 (or such other telephone number as may be posted on our website from time to time).
10. Liability and Indemnity
Vonage’s liability to you
10.1 Subject to clause 11, nothing in this Agreement excludes or limits our liability for death or personal injury to you or your employees caused by our breach of this Agreement or our negligence.
10.2 For any liability for breach of contract, negligence or breach of law which cannot be excluded by law, except where clause 3.4, 10.1 or 10.3 applies, our liability is limited to resupplying or paying the cost of resupplying services and repairing, replacing or paying the cost of repairing or replacing goods.
10.3 If we are required to replace any Equipment in accordance with clause 10.2, the faulty Equipment must be returned to us in its original packaging with the universal product code or barcode intact. All components, manuals and registration cards must be included.
10.4 Unless clause 3.4, 10.1 or 10.2 applies, we accept liability arising from our breach of this Agreement or negligence for any cost or expense you reasonably incur that is a direct result of, and flows naturally from, such breach or negligence but we limit our liability to the amounts paid by you to us under this Agreement in a calendar year (which shall be calculated by reference to payments actually made and an amount for the remainder of the year shall be calculated on the assumption that the payments will remain at the same monthly level as in the month in which the cause of action accrued).
10.5 Other than the liability we accept under clauses 3.4, 10.1, 10.2 and 10.4, Vonage excludes all other liability to you or to any third party for breach of contract, negligence or breach of any other law.
10.6 We shall not be liable to you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption, loss or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.
10.7 Any liability we have under this Agreement will be reduced to the extent the loss or damage was caused by you or your breach of this Agreement.
10.8 In the event of any failure of the Service (including Equipment or Software), we shall not be liable to you for any charges incurred by you should you divert your traffic to another provider.
Your liability to Vonage
10.9 You will indemnify Vonage from and against any and all loss, damage, costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to any breach of this Agreement or any misuse of the Service, Software or Equipment arising from or related to any act, error, omission, fault, negligence or misconduct by you or any user of the Service except to the extent this was caused by Vonage or Vonage’s breach of this Agreement.
11. Matters Outside Our Control
We shall not be liable to you or be in breach of this Agreement for any delay or failure in performance of the Service if such delay or failure is due to a cause beyond our reasonable control.
12. Disputes, Financial Hardship Policy, Number Porting Compensation and Complaints Resolution
Details of our disputes and complaints resolution process, our Financial Hardship Policy, how to claim under our number porting compensation scheme if you are eligible and how a dispute may be handled through the Telecommunications Industry Ombudsman scheme can be found in our Customer Complaints Code.
13.2 In some cases, Vonage may utilise its suppliers’ systems, the public Internet and third party networks outside of its control in conjunction with the provision and maintenance of the Service, services provided to third parties and its websites. In such cases, Vonage makes no representation that its suppliers’ systems, the Internet or any such third party network will adequately secure or protect your privacy or any end user's personal information, and Vonage expressly denies any associated liability. Actions or inactions caused by these suppliers’ systems, the Internet and third party networks can result in situations in which Vonage customers’ connections and use of the Service may be impaired or disrupted. Although Vonage will use commercially reasonable efforts to remedy or avoid such events, Vonage expressly disclaims warranties and liability with respect to these suppliers’ systems, the Internet and third party networks or any disruptions that may occur thereon.
14. Licence of Intellectual Property
14.1 Vonage grants to you a personal, limited, revocable, non-exclusive non-transferable and non-assignable licence to use the software in the Service (including the Equipment), in object code form only, ('Software') for the purpose for which it is intended solely in connection with the Service and for no other purpose. This licence commences on the date we activate the Service and terminates immediately upon the expiration or termination of this Agreement for whatever reason. You must not sublicense, assign, or transfer any of the rights, duties or obligations under this licence. No other licences or rights to the Software are granted or implied.
14.2 The Software may contain third party software ("Third Party Software"), including open source software. Use of such Third Party Software may be subject to separate terms, which will be provided or identified in documentation or on other media delivered by Vonage with the Third Party Software and which are incorporated by reference into the licence granted under this clause 14. Notwithstanding any other terms in this clause 14, such provisions are incorporated in this licence and take precedence to the other provisions of this clause 14.
14.3 You will not reproduce the Software and you will keep the Software in confidence. You will not undertake, cause, permit or authorise any modification, adaption, translation, reverse engineering, hacking, decompiling or disassembling of the Software and Equipment or create any derivative work based thereon or merge or include the Software with or in any other software or otherwise attempt to derive the source code from the binary code of the Software.
14.4 All intellectual property rights in the Service (including the Equipment and Software) remains vested in Vonage or the Equipment manufacturer as applicable and nothing in this Agreement transfers such intellectual property rights to you.
14.5 All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") used by Vonage are and shall remain the exclusive property of Vonage throughout the world. Nothing in this Agreement shall grant you the right or licence to use such marks.
15. Customer Data, Suggestions and Feedback
15.1 You hereby grant to Vonage a non-exclusive, non-transferable (except in connection with any permitted assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Service to you. For the purposes of this Agreement, "Customer Data" means any data, information or other materials of any nature whatsoever generated by you, or provided to Vonage by or through you, in the course of implementing or using the Service.
15.2 In the event that you provide Vonage with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Service (collectively, "Suggestions"), you grant to Vonage and its affiliates a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute such Suggestions in connection with efforts to improve, enhance or modify any services provided by Vonage without compensation or attribution to you of any kind.
15.3 In the event the Service and this Agreement is terminated, the Customer Data associated with your account with Vonage, including any voicemail recordings, call recordings or other similar recordings, and related ancillary services will be deleted.
15.4 There are laws in Australia governing call recording and call monitoring. You should obtain your own legal advice as to whether you are permitted to record telephone calls, and if so, what notification you are required to include on the call and what consent you must obtain.
16. Voice-to-Text and Text-to-Voice Limitations
The Service may provide a function that allows voicemails to be converted to text and vice-versa. You understand and agree that the Service’s voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the VTT and TTV features of the Service.
17.1 You will notify us in writing of any Change of Control within 14 days of that event occurring.
17.2 We can record any conversations between you and our staff as permitted in accordance with applicable Australian law.
17.3 If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights or the same type of right on a later occasion.
17.4 If a clause or condition of this Agreement is not legally effective, the remainder of this Agreement shall be effective. We can replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is.
17.5 You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
17.6 Vonage may use or rely on one or more vendors, suppliers, licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Service and/or the Software and Equipment ("Third-Party Services"). Such Third Party Services may also be provided under Vonage trademarks or otherwise branded as a Vonage Service. Each provider of such Third-Party Services (a "Third-Party Service Provider") is expressly made a third party beneficiary under this Agreement and shall have the right to enforce the terms and conditions of this Agreement respecting any terms affecting such Third-Party Service Provider as if such Third-Party Service Provider were a party to this Agreement. No other third party beneficiaries of this Agreement are intended by the parties. Further, Third-Party Services may be governed by separate legal terms and conditions, which may be found or identified in documentation or on other media delivered with the Third-Party Services and which are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. You agree to comply with such terms and conditions of all Third-Party Services and Third-Party Service Providers. Any non-compliance with terms and conditions of Third Party Service Providers shall be considered non-compliance with this Agreement.
17.7 Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding termination or expiry of this Agreement.
17.8 This Agreement represents the entire agreement and understanding between us in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral. This clause shall not affect the parties' rights and remedies in respect of any fraudulent misrepresentation.
17.9 This Agreement is governed by the laws of Victoria and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
17.10 The parties acknowledge that the provisions of this Agreement are no more extensive than the parties consider reasonable to protect each party's legitimate business interests. If any court or tribunal of competent jurisdiction shall determine that the scope of this Agreement is broader than is enforceable, the parties agree that this Agreement shall be deemed modified to be only so broad as shall be enforceable.
17.11 Any telephone notice under this Agreement from you to us shall be made by calling us on 1300108184 (or such other telephone number as may be posted on our website at vonage.com.au from time to time). Any written notice under this Agreement from you to us shall be created in a case at vonage.com.au/case. Any notice under this Agreement from us to you shall be sent by email to your current email address registered with us.
Latest Version: June 3rd, 2020