1.General For the purposes of these Terms and Conditions, “Agreement” means this Agreement. “MondoTalk” means MondoTalk Pty Ltd (Australia) “You” means the subscriber. Derivative terms such as “Your” will have corresponding meanings. “Equipment” means the applicable equipment, including but not limited to the Telephone Adapter (“TA”) TA, purchased or leased to You from MondoTalk, in order for You to Use the Service. “Service” means the MondoTalk service, including as the case may be MondoTalk’s dial plans, Cloud PBX services, Broadband services, all of which may also include certain ancillary software or services. “Software” means the downloadable software application(s) made available to You by MondoTalk in order to use the Service. “User” includes any person including You, corporation, firm or other entity that uses the Service provided to You. Derivative terms such as “Usage” and “Use” will have corresponding meanings. Additionally “Customer” will hold the same meaning. “Automatic Debit” means the automated credit card debit process. “Call Termination Cost(s)” means the cost incurred by a Referred User for making a call that terminates to a PSTN service. “Referred User” means a user introduced to MondoTalk services by You. “MondoMate Rewards” means 5% of all Call Termination Costs generated by Referred Users. “Inactive Account” means an account on which no call activity (no successful inbound or outbound calls recorded by our systems) has occurred for a continuous period of ninety (90) days. For clarity, missed calls, unanswered calls, voicemail checks, internal extension calls and system-generated events do not constitute call activity. This Agreement covers the terms and conditions that apply to the voice over Internet Services that MondoTalk provides to You, our Customer. If You buy the MondoTalk VoIP Equipment and Services through MondoTalk affiliates or third party providers, You are the Customer, along with anyone using our Service, with or without Your consent. BY SIGNING UP FOR, PAYING FOR, OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT. MondoTalk may modify or cancel Service or take corrective action at any time without prior notice as a result of Your violation of any of these terms and conditions. Terms and conditions may change from time to time, so please check the MondoTalk website, www.MondoTalk.com to stay up-to-date. You agree not to Use MondoTalk Services in any way that is illegal, fraudulent or abusive as determined by MondoTalk. You may not alter any of the hardware or software on Your MondoTalk Equipment and/or Services.   2. Service Quality of Service may be affected by conditions beyond our control, including atmospheric, geographic, or topographic conditions, Internet Service Providers, Wholesale Carriers, and/or Power outages. We do not warrant or guarantee that Service will be available at any specific time or geographic location, or that Service can be provided without interruption. For this Service to work properly, You must have the MondoTalk Equipment and Services and access to the Internet. Service interruptions will occur when a User account has a negative balance. The Services are offered on a prepaid basis and recurring billing periods. User accounts that are subject to a recurring service charge are paid by Automatic Debit without further action taken by You. You hereby authorize such charges. Automatic Debit takes place (i) on a regular basis as defined by the Service, unless you give MondoTalk written notice of termination as set forth below; (ii) when the account balance is below a threshold set forth in the Dial Plan Details.   3. EMERGENCY SERVICES – 000 Access MondoTalk is unable to pass your location details to emergency services, and therefore does not currently offer service to Emergency 000 calls. Please ensure you have a mobile or PSTN line available for your emergency calling needs.   4. Service Distinctions. You acknowledge and understand that the Service is not intended as a basic telephone Service replacement. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone Service and the enhanced VoIP Service offering provided by MondoTalk. The Service is subject to different regulatory treatment than telephone Service. This Service is not a local telephone Service or a regular long-distance telephone Service. This treatment may limit or otherwise affect your rights of redress before applicable Australian regulators such as the Australian Communications and Media Authority (ACMA) and the Telecommunications Industry Ombudsman (TIO).   5. Service Outage Power Failure or Disruption. You acknowledge and understand that MondoTalk Service does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure Equipment prior to utilizing the Service. Broadband Service / ISP Outage or Termination / Suspension or Termination by MondoTalk You acknowledge and understand that Service outages or suspension or termination of Service by Your broadband provider and/or ISP or by MondoTalk will prevent ALL Service, but You will continue to be billed for the Service unless and until You terminate Service in accordance with this Agreement. You acknowledge that MondoTalk out-sources the actual Internet telecommunications Voice over Internet switching infrastructure, and You acknowledge that MondoTalk will not be liable for any interruptions of Service, failure of Service or termination of Service. Service Outage Due to Suspension of Your Account. You acknowledge and understand that Service outages due to suspension of Your account as a result of billing issues will prevent ALL Service.   6. Pay-Per-Call Services MondoTalk will not directly complete any calls to 1-900, 1-976 or other pay-per-call Service.   7. Phone number The phone number we assign to You is not Your property. We may assign the phone number to another Customer if You cancel Service, Your account becomes an Inactive Account (including closure for inactivity under clause 14.1), or Service is terminated under this Agreement, or for technical reasons. There is no minimum period of time that the number will remain idle. We reserve the right to reassign the number any time after the number becomes available. We may have to assign You a different number during the term of this Agreement, but we will notify You in advance.   8. Number Portability and Service Numbers 8.1 Keeping your existing number (Local Number Portability). You may be able to port your existing fixed-line or mobile number to your MondoTalk Service. Local Number Portability is subject to carrier capability, your current provider’s requirements and applicable law. We may require an authorisation and supporting details from you to initiate a port. Downtime during a port is typically minimal but is not guaranteed. 8.2 Purchasing numbers from MondoTalk. You may purchase telephone numbers from MondoTalk separately. Because this is an internet-based voice service, calling patterns are not tied to traditional geographic area codes and your Service will ring wherever you connect compatible equipment or apps to the internet, subject to our Service terms. 8.3 Number ownership and changes. Numbers are allocated and managed under Section 7 (Phone number). We may need to change or reclaim a number in accordance with that section (including where your account is closed for inactivity under Section 14.1).   9. Payments and Billing. You authorize MondoTalk to use Automatic Debit for charges incurred from the use of MondoTalk Services. As long as your credit card remains valid and in good standing, You may continue to use MondoTalk Services. You agree to pay for all charges incurred by the use of MondoTalk Services made available to You. You agree to comply with all other terms and conditions set forth in this Agreement.   To maintain customer credit card security it can take up to four (4) days from the time you order for your funds to be available in your account. You are responsible for all uses of your account, irrespective of whether you authorized its use or not. Maintaining the confidentiality of your password is your sole responsibility. You agree to notify MondoTalk immediately by e-mail if your account or the Service is being stolen or fraudulently used. You are responsible for the payment of all charges incurred as a result of the use of your MondoTalk services. This includes but is not limited to the use, misuse, use by an unauthorized third party, any error, accidental use or loss. You are not authorized to use your MondoTalk Services after your account has expired, or terminated. You remain responsible to MondoTalk for any charges resulting from the use of your MondoTalk account after any such an event. Charges are immediately payable to MondoTalk. Calls are billed in one-minute increments, with a minimum time per call of one minute. Billing for calls begins when you press the “send” or “talk” button, and ends when you hit the end key or both parties disconnect. All rates are subject to change without prior notice. All calls made to mobile telephones are deemed to have been completed. Forwarded calls from the system to any external numbers are deemed as outgoing calls and regular rates will apply. You must notify MondoTalk in writing of any disputed charges within thirty (30) days of the charges or you will be deemed to have waived your right to dispute the charges. We will use commercially reasonable efforts to notify you of any changes to services charged using Automatic Debits, such notification are not considered a prerequisite to the effectiveness of any such change. Rates do not include additional charges you may incur for originating a call from a cell phone. You will be responsible for any taxes which are or may come into effect for the Services offered. These taxes will be deducted using Automatic Debits or charged directly to your pre paid card. All recurring fees and any additional per minute charges incurred will be deducted using Automatic Debits. Monthly dial plans and pre-paid dial plans are non-refundable other than as defined in section 13, regardless of who actually Uses Your Service, and regardless of whether the phone Usage is made with Your consent or knowledge. 9.1 MondoMate Payments Payments made by the MondoMate program (http://mondomate.mondotalk.com) shall be made in Australian Dollars. MondoTalk agrees to pay the MondoMate Rewards to You and/or a charity. Transferring MondoMate rewards is at sole cost to You.   10. Disputed Charges. If You think there’s been an error in a charge posted to Your account, You need to notify MondoTalk within thirty (30) days of the charges or you will be deemed to have waived your right to dispute the charges.   11. Dial Plans 11.1 Pre-Paid Plans Pre-Paid accounts have no expiration or use-by date. However, accounts may be closed for inactivity under clause 14.1. 11.2 Monthly Plans We charge you by the month. Charges for calls made outside the plan description (such as mobile, international or calls in excess of the included minutes) are not included in subscription fees and you will be charged for these calls as they are made. Plan minutes are not rolled over and expire at the end of each billing period.   12. Free Accounts Free Accounts that become Inactive Accounts may be terminated under clause 14.1.   13. Equipment, Returns and Refunds 13.1 Customer-Provided Equipment (CPE). You are responsible for supplying, maintaining and securing any devices, networks or software you use with the Service. We are not responsible for any fault, incompatibility or security issue arising from your equipment or environment. 13.2 Equipment Purchased from MondoTalk. (a) Title passes to you on our receipt of full payment. Risk passes to you on delivery. (b) Manufacturer warranties (if any) apply as provided by the manufacturer. To the extent permitted by law, we do not give separate warranties for purchased equipment beyond those that cannot be excluded under the Australian Consumer Law. (c) Returns and RMAs must follow our then-current RMA process. You are responsible for backing up data and removing personal information before returning any item. (d) Nothing in this clause limits your rights under clause 17A (Australian Consumer Law). 13.3 Leased Equipment. 13.3.1 Title. Title in Leased Equipment remains with MondoTalk (or our lessor). You obtain only a right to use it in accordance with this Agreement. 13.3.2 Risk. Risk of loss, theft or damage to Leased Equipment passes to you on delivery and remains with you until it is returned to and received by us in accordance with clause 13.3.6. You must take reasonable care of the Leased Equipment and keep it safe, secure and insured (where applicable). 13.3.3 Use of Leased Equipment. You must use Leased Equipment only with the Service, in accordance with law and the manufacturer’s instructions, and you must not sell, charge, encumber, modify (except as permitted by the manufacturer) or part with possession without our written consent. 13.3.4 Manufacturer warranties. Leased Equipment may be covered by manufacturer warranties; any warranty service is subject to the manufacturer’s terms. 13.3.5 Repair or replacement of Leased Equipment. If Leased Equipment fails in normal use during the lease, we may (at our option) repair or replace it with equivalent equipment. 13.3.5.1 Exclusions. We are not obliged to repair or replace Leased Equipment where the issue arises from: misuse, neglect, unauthorised modification, accident, liquid or physical damage, wear-and-tear, failure to follow instructions, or use with incompatible power, peripherals, software or networks. 13.3.6 Return of Leased Equipment. On the earlier of Service termination, replacement, or our reasonable request, you must promptly return Leased Equipment to the address we specify, in good working order (allowing for fair wear and tear), with all accessories. If you fail to return it within a reasonable time, or it is returned damaged beyond fair wear and tear, we may charge a reasonable replacement or repair fee. 13.3.7 Locked Leased Equipment. We may deploy technical controls (for example, SIM/IMEI locks, MDM, or similar) to protect Leased Equipment. You must not remove, circumvent or tamper with these controls. We may remotely disable or lock Leased Equipment on loss, theft, non-return, or where permitted by law and this Agreement. 13.4 Refunds and Service End. Except as required by the Australian Consumer Law or expressly stated otherwise in this Agreement, fees paid are non-refundable. For the avoidance of doubt, closure for inactivity under clause 14.1 constitutes Service end for the purposes of this clause. This clause operates subject to clause 17A (Australian Consumer Law). 14. Termination and Reactivation of Your Account If your account becomes an Inactive Account, it may be suspended or closed under clause 14.1. To continue using the Service after closure, you must reactivate your account and you may be assigned a new phone number. 14.1 Inactivity, Closure and Forfeiture. If your account becomes an Inactive Account, we may suspend or close the account. We may (but are not obliged to) send a courtesy notice to your last known email. Failure to receive any notice does not delay or prevent closure. On closure for inactivity, the Service ends and any remaining prepaid balance, credit or promotional amounts are forfeited, and phone numbers may be reclaimed or reassigned in accordance with clause 7. To the maximum extent permitted by law, no refunds are payable.   15. Lost or Stolen Equipment If Your phone is lost or stolen, You are responsible for charges incurred until You notify us or the Service provider of the loss of Your MondoTalk phone. Once You call us, Your account will be suspended. Once You purchase a new MondoTalk phone, any money left in Your old phone account will be transferred to Your new MondoTalk phone account.   16. Copyright / Trademark / Unauthorized Usage of Device, Firmware & Software The Service and Device and any firmware or software Used to provide the Service or provided to You in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on MondoTalk’s website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, Service marks, trademarks, trade names, logos and domain names (collectively “marks”) of MondoTalk are and shall remain the exclusive property of MondoTalk and nothing in this Agreement shall grant You the right or license to Use any of such marks. You acknowledge that You are not given any license to Use the firmware or software Used to provide the Service or provided to You in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to Use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Device is exclusively for Use in connection with the Service and that MondoTalk will not provide any passwords, codes or other information or assistance that would enable You to Use the Device for any other purpose. If You decide to Use the Service through an interface device not provided by MondoTalk, which MondoTalk reserves the right 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 MondoTalk against any and all liability arising out of Your Use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.   17. LIMITATION OF LIABILITY MONDOTALK SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS (REGARDLESS OF WHETHER WE HAVE BEEN NOTIFIED THAT SUCH LOSS MAY OCCUR) BY REASON OF ANY ACT OR OMISSION IN OUR PROVISION OF EQUIPMENT OR SERVICES. WE SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY OTHER COMPANY FURNISHING A PART OF OUR SERVICE OR ANY EQUIPMENT PROVIDED FOR SUCH SERVICE – INCLUDING FOR ERRORS OR OMISSIONS OF ANY VENDORS PARTICIPATING IN OFFERS MADE THROUGH US – OR FOR ANY DAMAGES THAT RESULT FROM ANY PRODUCT OR SERVICE PROVIDED BY OR MANUFACTURED BY THIRD PARTIES. IN NO EVENT SHALL MONDOTALK BE LIABLE FOR AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PHONE AND SERVICE. SOME JURISDICTIONS PROHIBIT LIMITATION OF DAMAGES RESULTING FROM PHYSICAL INJURY OR DAMAGE AND YOU MAY HAVE ADDITIONAL RIGHTS THAN AS SET FORTH ABOVE.   17A. Australian Consumer Law Nothing in this Agreement excludes, restricts or modifies any rights or remedies you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL), that cannot lawfully be excluded. Where our liability for a breach of a consumer guarantee under the ACL can be limited, it is limited, at our option, to: (a) in the case of services, supplying the services again or paying the cost of having the services supplied again; and (b) in the case of goods, repairing or replacing the goods, supplying equivalent goods, or paying the cost of repair, replacement or supply of equivalent goods.   18. Indemnification You agree to indemnify and hold harmless MondoTalk from any and all liabilities, penalties, claims, causes of action and demands brought by third parties (including the costs, expenses and attorneys’ fees on account thereof resulting from Your Use of the MondoTalk and MondoTalk Equipment and Services) whether based in contract or tort (including strict liability) and regardless of the form of action.   19. LIMITED WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE MATERIALS ACCOMPANYING THE MONDOTALK PHONE, OR POSTED AT OUR WEBSITE. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED BY LAW, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO EMPLOYEES, REPRESENTATIVES OR AGENTS OF MONDOTALK, OR MONDOTALK AFFILIATES, THIRD PARTY SERVICE PROVIDERS TO MAKE ANY WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF EXPRESS WARRANTIES AND YOU MAY HAVE ADDITIONAL RIGHTS THAN AS SET FORTH ABOVE.   20. Notices Any notice or other communication will be in writing and will be provided by personal delivery, email or by facsimile to MondoTalk or You as applicable, at the email address, regular address or facsimile number as set forth in Your Service order(s). Notices delivered in person will be effective on the date of such delivery. Notices delivered by email or facsimile will be effective on the date of transmission, provided printed proof of transmission is obtained. Any notice we send You will be sent to Your last known residence or electronic address as shown on our records, or via electronic messaging to Your MondoTalk account.   21. Use of Your subscriber information We handle your personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and our Privacy Policy available on our website. We may use the information you provide to market services related to our offerings. You can opt out of marketing at any time via the method stated in our Privacy Policy.   22. Choice of Law; Jurisdiction (Australia). These terms, and any dispute, claim or proceeding arising out of or in connection with them or the Services, are governed by the laws in force in Western Australia and the Commonwealth of Australia, without regard to conflict-of-laws principles. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia (Western Australia Registry), and to the courts that may hear appeals from them.   23. Entire Agreement These terms and conditions constitute the entire Agreement between You and MondoTalk with respect to our Equipment and Services and the terms and conditions under which they are offered and provided to You. These terms and conditions supersede all oral or written communications and understandings between You and MondoTalk with respect to our Equipment and Services to You and the terms and conditions under which they are offered and provided to You.   24. Severability If any part of these terms and conditions is legally declared invalid or unenforceable, all other parts of these terms and conditions are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of these terms and conditions.   25. No Third Party Beneficiaries No provision of these terms and conditions provides any person or entity not a party to these terms and conditions with any remedy, claim, liability, reimbursement, or cause of action or create any other third party beneficiary rights.   26. Future Changes to This Agreement From time to time MondoTalk may change the terms and conditions of this Agreement. Notices will be considered given and effective on the date posted on www.mondotalk.com. These changes will become binding on You on the date they are posted to our website and no further notice by us is required upon Your continued Use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of use, including, without limitation, any terms included with the packaging of the Equipment and also supersedes any written terms provided to Retail Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Equipment.   27. Incompatibility with Other Services (a) Certain Broadband and Cable Modem Services. We do not warrant that the Services will be compatible with all internet services. MondoTalk expressly disclaim any express or implied warranties or conditions regarding the compatibility of the Service with any particular internet service. (b) Home Security Systems. Home security systems may not be compatible with the Service. In order to use any alarm monitoring functions for any security system installed in your home or business You may be required to maintain a telephone connection through your local exchange carrier. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.     Nothing in these Terms limits any rights you may have under the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded.