Terms & Conditions for Global PABX Customers

By utilising any service provided by ITtelenet Limited (“ITtelenet”) you become an ITtelenet Customer (“Customer”) and you agree to accept the Terms and Conditions set out below which will govern the contractual relationship between us. Where a Service for which you have applied is subject to specific terms and conditions published on our Website, the specific terms and conditions (as amended from time to time) shall form part of this Agreement.

1. Interpretation

·      “Add-Ons” means monthly features available only under Global PABX additional services not listed under the primary Global PABX service offering.

·      “Agents” means any contractors, providers, dealers or agents appointed by ITtelenet to perform any of ITtelenet’s obligations under this Agreement.

·      “Agreement” means these terms and conditions between us and you.

·      “Registration Form” means any application, or quotation signed by you agreeing to utilise the ITtelenet service.

·      “Charges” means all monthly charges, services costs and toll charges payable in accordance with the Pricing Plan and any additional charges payable by you.

·      "Customer Services" means the ITtelenet customer services team, which is contactable by e-mail at support@ITtelenet.com or by phone as listed on our web site contact us page at www.ITtelenet.com.

·      “VoIP or Netphone Device” means a VoIP phone, adapter, software or other netphone telecommunications device;

·      “Network Operator” is any entity with whom we have entered into an interconnection agreement or arrangement (directly or indirectly) providing for the passing of customer generated or customer destined communications between us and that entity.

·      “Payment” means crediting your ITtelenet account.

 ·     “Prepaid Account” means a prepaid monetary amount which you have paid us for the deduction of future charges.

·      “Pricing Plan(s)” are your chosen airtime, data and access rates which may form part of this Agreement.  

·      “Re-direct” means a re-direction or forwarding of all calls being made from a Netphone, Regular phone or Mobile Device.

·      “Services” means the telecommunications, netphone and network services and related products and services that are made available to you by us or our agents from time to time.

·       “Term” means, subject to any early termination under this Agreement, the period specified in your Registration form or in any extension to or replacement for this Agreement.

·      "Website" means our website at www.ITtelenet.com.  

·      “we” or “us” means ITtelenet Limited and “our” has a corresponding meaning.

·      “you” or “Customer” means the customer under this Agreement and “your” has a corresponding meaning.

2. Commencement and Term

This Agreement begins when we set up your connection to our Services.

a.     If your connection to our network or a Service is for a fixed Term:

i.      This Agreement will continue for the duration of that fixed Term, including the period of any suspension unless the suspension was requested by you in accordance with this Agreement, in which case the period of any such suspension will be added onto the fixed Term.

ii.      If you terminate this Agreement before the end of that fixed Term you will have to pay early termination charges. Unless specified otherwise in writing by ITtelenet the early termination charges will be equivalent to 80% of the charges that would otherwise have been payable if you had continued for the full fixed term.

iii.     If you resign to a new term before the end of that fixed Term, you may have to pay early resign charges. You may obtain details of any early resign charges by contacting Customer Services.

iv.    On expiry of that fixed Term your connection can be terminated by you or us on one month’s notice or any lesser notice period agreed between us.

b.     If your connection to our network or Services does not have a fixed Term, this Agreement continues on a month by month basis until it is terminated in accordance with these terms and conditions. Unless we have agreed otherwise, no early termination charges are payable by you if you wish to discontinue a connection to our network or a service which is not a fixed Term connection.

 

 

3. Call Quality and Services

a.     While we will do our best to provide quality Services, because of the nature of VoIP and netphone telecommunications, it is impossible to provide a fault-free service and the quality and availability of the Services depends partly on your netphone, regular phone or mobile phone device, partly on our network and partly on other providers and telecommunications networks to which our network is connected or connects.

b.     Call Quality and Services can be adversely affected by available bandwidth, type and capacity of your broadband modem, network congestion, maintenance, outages on other networks and provider sites, the configuration or limitations of your, or your intended recipient's, VoIP or telephone device or other operational or technical difficulties which means that you may not receive some or all of the Services in certain geographical areas or at certain times.

c.     Call Quality and Services can also change with network expansion or reconfiguration.

d.     The Services may be changed, modified, advanced, suspended or removed by us. We will try to notify you before doing this or introducing substitute or new Services. If any of our new services require new or upgraded devices, software or equipment, you will be responsible for obtaining that new or upgraded service once notified of availability.

e.     You agree to follow our instructions about the use of the Services and ensure that everyone who uses your network also meets your responsibilities when using your Services. You agree to keep us protected against any legal action taken against us and to meet any losses we may incur as a result of such use of the Services. You are responsible if anyone else, whether authorized by you or not, uses or misuses your Global PABX or our Services.

f.      You agree not to use your Global PABX or the Services for any abusive, illegal or fraudulent purpose.

g.     We can require you to stop using our Services immediately if we believe that it could cause any interference, you have used it to abuse other users or for any activity not approved by us for use on our network or in connection with any of our services. You must not use any our Services that will in any way which mask or alter the true origination or termination of any call or other transmission.

h.     Using or agreeing to use the Services does not give you any rights in any part of the Services. You must not resell, in any way whatsoever, the whole or any part of the Services.

i.      You agree that if you do not use your Global PABX in accordance with these conditions we may restrict or suspend your use of the Services.

4. Security

a.     Some Services are available via other telecommunications networks and systems operated by third parties and, although we will endeavor to maintain the security of information, we cannot guarantee that information you receive or supply when using the Services will be secure at all times. You acknowledge that we are unable to exercise control over, and make no representations or warranties concerning, the security or content of data or information passing over our network, any systems operated by third parties.

b.     We will not be responsible for any harm you suffer from a virus or other manipulating program which infiltrates your Global PABX, whether it was transmitted via the Services or otherwise. In accordance with clause 5(a) you remain responsible for all Charges applied to your account for the use of any services activated by such a virus or program.

5. Charges and Billing

a.     Your Global PABX rent and all other charges will be deducted from a Prepaid Account which you must establish with us.  Global PABX fixed charges will be deducted from your Prepaid Account on a monthly basis, in advance, starting when your connection to our services is available for your use. Said amounts will be deducted no matter who incurs them or how they are incurred. Charges for phone calls will be deducted from you Prepaid Account immediately upon completion of a call.

b.     Your Prepaid account will have additional funds added to it by charges to your nominated Credit Card.  As part of our Terms & Conditions you agree that a recurring fixed amount may be charged to your Credit Card whenever your Prepaid Account reaches an agreed minimum balance. Before your service begins we will recommend a minimum balance and fixed amount to be deducted on a recurring basis from your Credit Card.

c.     It is your responsibility to insure your Credit Card always maintains sufficient funds to cover our charges. If your Credit card can not be charged on three (3) consecutive occasions then your Service may be suspended without notification. It is your sole responsibility to insure that you contact us if you change your Credit Card details or have any problem with your Credit Card.

d.     Credit Cards are only charged at the end of each business day. If your Prepaid Account is depleted of prepaid credit before the end of the Business day then your account will be suspended until additional funds are added. It is your responsibility to insure you maintain enough credit on your Prepaid Account at all times.

e.     We can, at our discretion, impose credit limits for your use of the services and we will try to notify you as soon as we impose such limits. You must observe any credit limits we set from time to time. We may restrict your use of the Services without further notice to you if you exceed the credit limits we have set. However, you will continue to be liable for all charges incurred in excess of any credit limit in place.

f.      You may request a credit limit for your use of the Services and we will put that in place in accordance with your instructions. We may restrict your use of the Services without further notice to you if you exceed the credit limit set by you. We will endeavour to stop use of the Services once your credit limit is reached.

g.     Every person named as a customer on an document supplied by you to ITtelenet must meet all the customer's responsibilities under this Agreement.

h.     Each call is charged at the rate which is applicable when the call is commenced. ITtelenet may change any calling rate at any time without notice.

i.      You are responsible for all Charges and for calls made up to the point of the deactivation your Global PABX.

j.      If you require us to provide you with technical support, or administration services (including, as applicable, service suspension, call barring, call redirection), we may charge you for the costs we incur in carrying out these services. If you require prior notification of our current charges please contact Customer Services.

6. Pricing Plans

a.     You may choose to change from one Pricing Plan to another. If you change your Global PABX Pricing Plan it is up to you to check what, if any, special terms and conditions there may be for the different Pricing Plans or if there is any fee for changing your Pricing Plan. You may contact Customer Services or visit our website to obtain information about our Global PABX Pricing Plans.

b.     The included monthly charges and any other entitlement in any Pricing Plan as applicable:

·      may not be carried over from month to month;

·      cannot be redeemed for cash, phone equipment, early disconnection charges or other Charges and cannot be transferred or assigned;

·      expires on termination and any unused included minutes and services will be forfeited on disconnection;

·      cannot be used if you have exceeded your credit limit (if any); and

·      is subject to any other conditions contained in your particular Pricing Plan.

7. Credit References and Provision of Related Services

a.     You authorize us to check your credit status with any credit reference agency as we see fit from time to time and to pass on credit information about you to any credit reference agency at any time. If you are not satisfied with the information about you which we receive from any credit reference agency, you must deal directly with the credit reference agency.

b.     If you do not give us the names of any credit referees when we ask for them, or we are dissatisfied with the information regarding your credit status, we can decline your application or terminate your connection to our network.

c.     We may ask for a security deposit and/or impose other conditions upon approving your application. These may include, but are not limited to, a mandatory payment method or credit limit.

d.     When you ask for any additional services, we can ask for further credit referee(s) and/or a security deposit for that service and may also impose a credit limit.

e.     We may decline your application (and/or any request for additional services, or provide a restricted service at our discretion and we do not have to disclose our credit criteria or the reasons for our decision.

8. Consumer Guarantees Act and Limitation of Liability

a.     You may have the benefit of statutory guarantees under the laws governing your jurisdiction. Nothing in these terms and conditions will limit or exclude your rights under the law.

b.     Where you use, or hold yourself out as using, our Services for the purposes of a business, then legal governing statutory guarantees do not apply to your connection or to our Services and we exclude any liability of any kind (whether in contract, tort, equity or otherwise) to you or anyone claiming through you, relating to any loss of profits or revenue, loss of data, lost business or missed opportunities, wasted expenditure or savings you might have had , or any form of indirect or consequential loss whatsoever, arising from:

·      your connection to our network or the content or supply of any Services ;

·      the failure, interruption or delay in the supply of, any Services (including number transfer and roaming services, if applicable) or any part of them or any negligence in this regard;

·      the fitness of all or any of the Services for any particular purpose;

·      errors in or omissions from any directory assistance listing or published directory assistance;

·      the inaccurate transmission of any call;

·      any other matter which relates to this Agreement.

c.     If you are a consumer customer, except where we cause direct damage to your property due to our negligence (and subject to paragraph 8(a) and the liability cap in paragraph 8(d)), to the extent allowed by law we have no other liability to you or any other person in respect of this Agreement.

d.     If for any reason the exclusions in paragraph 8(b) and (c) do not apply, then our liability to you, or anyone claiming through you, will be limited at all times to $5,000 or the total amount of all Payments made by you in the 6 month period immediately prior to the date of your claim, whichever is the lesser sum. This limitation applies to each claim or series of related claims made by you. For the purposes of paragraphs 8(b), (c) and (d), "we" and "our" include our officers, employees and agents, as well as all Network Operators.

9. Provision of Hardware and Additional Services

a.     If you have acquired Netphone Devices or other VoIP accessories from us or from one of our Agents, all claims in relation to those products are covered by the warranty, if any, offered by the relevant manufacturer.

b.     If you have acquired Netphone Devices or other VoIP accessories from some other source, for example from overseas or secondhand, and it does not support all of the Services offered by us, we are not under any obligation to take any action so that you can access any such services. Features, and access to content and Services, may vary between different VoIP and Netphone Devices.

c.     We do not make any warranty as to the accuracy, completeness or currency of any content or material which you may access or have provided to you, using our Services. Where Services are provided by a third party we accept no responsibility or liability for their quality or the nature of their content.

d.     Content or material, which you may access or have provided to you, using our Services, is for your personal and non-commercial use only. You may not forward copy, reproduce, re-sell or distribute such content or material to any third party or interfere with it in any way.

10. Phone Numbers and Number Transfer

a.     Phone numbers allocated to you by us do not belong to you.

b.     We may be required by law, under contracts with other Network Operators or for other reasons to change your phone number(s). We will do our best to give you notice of any change required. We will not be liable for any costs which you, or anyone else, may incur as a result of such change.

c.     If you or we disconnect your connection to the Services, we may allocate your phone number to another customer.

11. Privacy

a.     You agree that we and our Agents can collect information about you and the way in which you are using the Services. This information may be obtained from you or we will obtain it from our records. You may ask to see personal information we have about you and ask us to correct any information that is not correct.

b.     You agree that we and our Agents can use and hold this information and share it with one another, or with any ITtelenet group company and with those employees who need to use your information in the context of our business, for a range of lawful purposes connected with our business operations including:

·      providing you and others with the Services;

·      sending you bills;

·      maintaining and improving the quality of the Services;

·      directory purposes (see paragraph 12 below);

·      checking your creditworthiness; and

·      keeping you informed about our special offers, products and Services, and those of selected Agents, which may be of interest to you (unless you have told us that you do not want to receive this information).

c.     To maintain and improve the Services, we can monitor and record calls you make to us or we make to you.

d.     Some personal information can be shared with other Network Operators so you can make and receive calls, so we can transfer numbers from one network to another and to monitor or investigate fraud or other offences. We may also provide your personal information to public sector agencies in order for them to investigate an offence.

e.     Subject to any privacy rights you may have under the laws of your jurisdiction, we will not be liable to you, or to anyone else, for:

·      the content or lack of confidentiality of any Services you use;

·      any disclosure we make by law to a public sector agency

12. Directory Assistance and Listing

a.     We may include your personal information in any telephone or similar directory or directory enquiry service provided or operated by us or by a third party subject to any objection or preference you may have indicated to us. We will give you an opportunity to express any objection or preference. If you indicate that you wish to be listed in the white/yellow pages and/or for directory assistance, your name(s), telephone number(s) and address details will be given to the directory assistance service provider for listing at your cost.

b.     If you request us to, or we elect to, disconnect your connection to the Services, you must pay us in respect of each connection you have:

·      any early termination charges (if they apply) ; and

·      all Charges incurred until the date of disconnection; and

·      any outstanding Charges and other moneys payable by you for the Services

c.     We can suspend, Re-direct or restrict your use of any or all of the Services or disconnect your connection and end this Agreement without telling you if:

·      you do not maintain a positive balance on your Prepaid Account

·      you exceed any credit limit in place or your usage of the Services is unusual or excessive;

·      you become (or are likely to become) insolvent, bankrupt or where you are or might be a poor credit risk;

·      a receiver, manager and receiver, or statutory manager is appointed over any or all of your assets;

·      a resolution for liquidation is proposed or passed or proceedings to liquidate you are filed or presented;

·      you die or, in the case of a partnership, it is or is intended to be dissolved; or

·      you do not remain connected to the Services;

·      you do not keep to the terms and conditions in this Agreement;

·      you make abusive, offensive, malicious or nuisance calls or communications,

·      or use any of our services in an offensive way;

·      you are abusive or offensive to us, our dealers or Agents, or any other person;

·      we suspect you of using the Services for any illegal or fraudulent activity; or

·      all of the Services are permanently or temporarily (for any reason) unavailable to you;

d.     If we suspend your use of our Services, we will try to contact you before doing so. We do not need to suspend Services before disconnecting your connection.

e.     Where we suspend, Re-direct or restrict the Services all Charges will continue to apply.

14. Transferring Responsibilities

a.     We may transfer to someone else the whole of this Agreement and/or any interest in our network.

b.     Your interests in this Agreement are personal to you and you may not transfer or on-sell the Agreement or any benefit or obligation under it to another person without our consent. If you are a company and your effective management or control is changed in any way, we may treat this as a transfer of this Agreement entitling us to end it.

c.     You must pay any costs in respect of recording any transfer to which we consent (including our costs in checking the creditworthiness of the transferee). ITtelenet’s normal credit criteria will apply to any proposed transferee.

d.     ITtelenet retains the right to alter its Services and/or terms and conditions for the proposed transferee.

15. Ending this Agreement

We can disconnect your connection:

·      if any of our licenses or rights to operate our network are ended or suspended or any interconnection agreement with any other Network Operator expires or is ended; or

·      for any other reason we believe that it is appropriate to do so, and in either case you will only have to pay any outstanding Charges incurred up to and including the time of disconnection.

16. Rights and Responsibilities that Continue

Ending this Agreement does not affect any of the rights or responsibilities which are intended to continue or to come into existence after this Agreement ends including (without limitation) any obligation you may have to:

·      pay any outstanding charges;

·      pay any early termination charges; and

·      return any ITtelenet equipment you may have on loan from us or any of our Agents.

17. Network Opertators and Other Suppliers

We have certain obligations towards other Network Operators, Agents and suppliers. Those persons (and their officers, employees, contractors and agents) will not be liable to you or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising in any way from the Services we provide or from your use of those Services and our network, including (without limitation) your access to and use of any provider’s site or Network Operator's networks. This paragraph creates an obligation that other Network Operators, Agents and suppliers can enforce, whether as a defense or otherwise.

18. Notices and Variations of Charges, Terms and Pricing Plans

a.     We will send you notices and other documentation to the last known address, fax number or email address you have given to us. We may elect to leave a message on your Voice Mail service directing you to contact Customer Services or to visit our Website for details.

b.     We reserve the right to increase/decrease or remove any of our charges and/or benefits from time to time and/or introduce new charges from time to time. If we increase our charges or introduce new charges, we will not be required to give you any written or verbal notice.

c.     We reserve the right to remove or change any Pricing Plans we may have offered from time to time and either replace them with new Pricing Plans or move you on to the most similar or suitable Pricing Plan then on offer to our customers. If we do remove or change a Pricing Plan that affects you, we will give you as much notice as is practically possible.

d.     We may amend or replace these terms and conditions from time to time. The amended or replaced terms and conditions will then apply to the Services. We will tell you about this by posting the amended or replaced terms and conditions on our website. You will be bound by the amended or replaced terms and conditions even if you are unaware of the amendments or replaced terms and conditions. If you are in any doubt as to the current terms and conditions that apply to the Services please visit our Website or contact Customer Services. Please ask Customer Services at any time for a free copy of our current terms and conditions.

19. Applicable Law and Jurisdiction

This Agreement is governed by the applicable laws of New Zealand and you submit to the jurisdiction of the New Zealand courts.

20. Waiver

If we fail or delay to exercise any right or power under this Agreement, this will not be a waiver of that right or power. Any failure or delay will not prevent us from exercising that right or power in the future.

21. Disputes

If you have any dispute with us or our Services, please refer that dispute, initially, to Customer Services. If Customer Services are unable to resolve your concerns the matter will be escalated to the Customer Operations Support Manager.

22. Force Majeure

We will not be liable for any delay or failure of the Services or for any loss or damage from such delay or failure to the extent that it was caused, in whole or part, by an act of God, war, terrorism, civil disobedience, riots, strike, industrial stoppage or unrest, fire, volcanic eruption, earthquake, shortage of suitable Labour, materials, equipment or energy or any other event beyond our control.

28. Agents of ITtelenet

a.     We shall be entitled to subcontract or delegate the performance of any of our rights or obligations under this Agreement but any such subcontracting or delegation will not relieve us from liability for performance of any such obligation. Without limiting this, we may appoint an agent to provide billing services (including credit checking and control) and customer services.

b.     Invoices issued by our Agent will be binding on you and payment of those invoices in full to our Agent will be a valid discharge of your liability to pay those invoices under this Agreement.

c.     Any VoIP or Netphone Device supplied to you by our Agent has been supplied by our Agent acting in its own right and not as Agent of ITtelenet. ITtelenet accepts no responsibility for any matters relating to the VoIP or Netphone devices supplied by our Agent;

d.     Our Agents can enforce those obligations expressed to be for their benefit in accordance with applicable laws within the appropriate jurisdiction.