Terms of Service

Product Specific - Terms of Services

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​1. DIALPAD SERVICES

• Untangled ICT Pty Ltd ACN: 636 606 838 (“Untangled ICT”) is an authorised reseller of Dialpad. The following terms of service apply to all services provided by Untangled ICT to a customer ( a “Customer”) and also incorporate the Dialpad, Inc Terms of Service, Acceptable Use Policy, Privacy Policy and Copyright Disputes Policy as published here: Dialpad Legal Terms

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• Untangled ICT is an authorised reseller of Dialpad. All of the rules and restrictions that govern your use of any and all Dialpad services including website(s), products, services and applications, which include, but are not limited to, UberConference, Dialpad Talk, Dialpad Support, and Dialpad Sell (the “Services”) that you order directly through our website are incorporated into the Untangled ICT terms of services. For the avoidance of doubt, to the extent that any terms of the Dialpad Terms of Service differ to the Untangled ICT terms of Service Untangled ICT will determine which Terms apply at its absolute discretion. Any amount owing under the Dialpad terms of service are automatically owing under Untangled ICTs terms of service also.

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• The Dialpad Terms of service are available at: Dialpad Legal Terms

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• UNLIMITED CALLING – Dialpad offers unlimited monthly calling for domestic calls from your mobile phone or computer. An unlimited service provides you with a domestic telephone number and is subject to the terms and restrictions of the Dialpad Acceptable Use Policy along with any other restrictions described herein, as well as any terms within your agreement with Untangled ICT, where applicable. If, for any reason, Dialpad or Untangled ICT believes that you are using the unlimited service for a prohibited purpose and/or your call usage violates the Dialpad Acceptable Use Policy, then Dialpad and/or Untangled ICT may, at each their sole discretion, with or without notice, terminate your unlimited service.

• TOLL FREE, 1800 AND 1300 CHARGES – Untangled ICT (either directly or via its reseller arrangements with Dialpad) may offer toll-free numbers, for an additional monthly fee, plus additional charges based on the minutes of use for inbound calls/outbound calls. Having a toll-free, 1800 or 1300 number may require additional billing terms that will be specified in your contract. If, for any reason, Untangled ICT or Dialpad believes that you are using the toll-free calling for a prohibited purpose and/or your call usage violates any Untangled ICT or Dialpad agreement including the Dialpad Acceptable Use Policy, then

• INTERNATIONAL CALLING AND “LOCAL” INTERNATIONAL TELEPHONE NUMBERS – To make international calls using the any of the services provided by Untangled ICT or Dialpad you must enable international calling in your settings and pre-purchase at least the minimum package of international calling credits necessary to make such international calls. Rates, terms, Taxes and Fees associated with international inbound and outbound calling and texting services may vary based on the country and reseller agreement, if applicable. If, for any reason, Dialpad believes that You are using the Service for a prohibited purpose and/or your call usage violates the Acceptable Use Policy, then Dialpad may, in its sole discretion with or without notice, terminate your service. International call rates in USD can be found at: Dialpad call rates

• OTHER SERVICE CHARGES – The services offer by Untangled ICT (either directly or via our reseller arrangements with Dialpad) include one or more Voice over Internet Protocol (“VoIP”) lines, including the option to add additional lines at a later date. Your license to the services is provided for in a term specified in your purchase agreement through Untangled ICT as an authorized Reseller of Dialpad. The initial Term begins on the date that you sign up for the services (the “Date of Purchase”). The Term for all services will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify Untangled ICT of your non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in your Agreement. Porting fees and other charges may apply to some of the services offered by Untangled ICT and Dialpad. If Untangled ICT or Dialpad are charged for porting existing or new numbers, these costs will be passed on to the Customer. If there are porting charges incurred during a contract term for transferring or adding new numbers to your account, these costs will be billed in the period which they are incurred by Untangled ICT. The amount of porting charges varies depending on the carrier and the complexity of each job. The Customer is liable for all porting fees associated with their account.

• TERMINATION OF VOICE SERVICES – In the event of Termination of an Untangled ICT contract service with a selected payment over time option, a customer will be charged a termination of contract fee. All services relating to bundles are delivered upfront by Untangled ICT and therefore an early termination charge (ETC) will be calculated by the remaining months of the contract multiplied by 100% of the monthly commit at the requested time of termination; the ETC will then be billed in a single invoice. Untangled will deliver a final Tax Invoice regarding any delivered Hardware or delivered services that have not been invoiced at the date of termination. Upon termination of your account, all confidential information associated with your account will be deleted or destroyed in accordance with the Privacy Policy.

• CANCELLATION OF LICENCES – If you remove a user from your Dialpad administration portal and would also like to the cancel the associated users Dialpad licence, you must notify us via email at: support@untangledict.com.au as we do not receive notification of individual user add, move and changes (AMC’s). In the event that you remove the user and do not notify us, the licence will continue to be billed under the assumption that you are intending to re-issue the licence to a new user. If the licence is payed as an annual licence, no refund will be issued for unused time.

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2. DATA AND INTERNET SERVICES

• ORDERING A NEW SERVICE – In approving & providing us with a signed application, You acknowledge and agree that:

  1. Unless the agreement stipulates otherwise, the fees and charges quoted are on the basis that Your PoP, premises or site has an existing and appropriate access connection to the upstream carrier’s network (eg, copper access when ordering a copper service, fibre access when ordering a fibre service, etc).

  2. Where an existing and appropriate access connection to the upstream carrier’s network does not exist for a specific service:

  3. We may incur costs in order to determine whether the service can be supplied, and at what cost;

  4. We may incur costs which have been invoiced to Us by the upstream carrier in order to determine whether the service can be supplied and at what cost, including;

     • service qualification

     • feasibility studies

     • special linkage charges

     • commercial works

     • Fee for service charges

     • miscellaneous charges (including such costs as inability to gain access, etc)

  5. Upon determining the cost to connect to the upstream carrier’s network for a specific service, We shall liaise with You, and You may then choose to either proceed with, or cancel, the order for that specific service.

  6. Some of the costs set out in clause 14.1 above may be incurred if You delay or place the order on hold, or even if You subsequently choose not to proceed with the ordered service after We have determined what the cost of connecting to the upstream carrier’s network is, and We may invoice You and You will pay Us for these costs, separate to this Order, and irrespective of whether this order is provisioned, delivered or completed in part or in its entirety.

  7. Regardless of whether any specific Service included in the order is cancelled in accordance with 14.1 above, You shall not have the right to cancel any other services contained in the order, or the order as a whole.

  8. You must provide appropriate telecommunications software and hardware for connection of the service to the network.

  9. You are responsible for payment of any costs associated with the data communications line (telephone line or similar link) used for connection of the service to the network.

  10. We have not offered to you and do not provide any form of managed security services, as such, You are responsible for implementing and maintaining network security at Your site at all times.

  11. You acknowledge that to the extent permitted by law We do not make any representations or warranties concerning the fitness for purpose or effectiveness of any aspect of the Service we provide to You.

  12. You acknowledge that the service provided is not a completely secure and confidential method of communication and You transmit data on the network at Your own risk.

  13. You acknowledge that any electronic material accessed by You through the network is varied, and that We will not be liable for or responsible to You or any other person for the nature and content of that electronic material or Your use of that electronic material. You must ensure that use of the services does not include access to illegal material, or expose any minor to material that is unsuitable for minors. You will indemnify Us for any liability We incur as a result of Your breach of this clause.

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• PRIVATE IP CONDITIONS OF CONNECTION AND SERVICE – You acknowledge the use of the service by You (which includes the contents thereof and any storage or use of information) is at Your own risk. You further acknowledge that We do not warrant that the service will be uninterrupted or error free, nor do We make any warranty as to the results obtained from the use of the service.

• INTERNET TAIL CONDITIONS OF CONNECTION AND SERVICE – No service level agreements or commitments are offered in respect of the service, however in the event of a fault We will use reasonable endeavors to address the fault within a reasonable period. We do not guarantee that connections using the service achieve any specific speed at any given time as variables such as signal strength, distance from exchange, traffic and load have an effect on the connection speed

• FAULT REPORTING & RESPONSE TIMES – If You rely on Customer Premises Equipment (“CPE”) supplied by Us, You must specifically ensure that the CPE is receiving clean power and cooling as required to be operational. Before reporting a fault to Us, You must take all reasonable steps to ensure that the fault is not a fault in any of Your equipment or within Your administrative domain. As soon as You have confirmed the fault is related to the service supplied by Us, that fault must be reported to Us in in writing immediately at support@untangledict.com.au. If We determine the fault is attributable to Your equipment, then We may invoice You a reasonable amount (not to exceed $500) for the time spent diagnosing the fault.

• LIMITATIONS – You understand and accept that We do not guarantee that the service will do any of the following:

  1. Protect against unauthorized access to the network

  2. Remove or correctly identify viruses;

  3. Screen, block or correctly identify any spam;

  4. Detect and remove any types of attacks or correctly identify attacks;

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3. HARDWARE, INSTALLATION AND ONBOARDING SERVICES

• Title to any property in the supplies remains in Untangled ICT or its nominated suppliers until payment in full is received by Untangled ICT, failure to make payment in full when due shall give Untangled ICT the right to avail itself of any legal remedy with or without notice, including repossession of the supplies.

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• The client assumes risk of loss or damage upon delivery of the supplies to the client or collection by the client. Delivery will be made in accordance with Untangled ICT’s delivery schedule at the time of receipt of the Customers order.

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• Prices relate to point of delivery. Deliveries to some locations maybe be subject to additional freight and insurance charges. Untangled ICT warrants that the supplies are free from defects in material and workmanship at the time of delivery or collection by the client as appropriate. All other warranties express or implied are excluded in the event that the supply of goods pursuant to this invoice is a supply of goods to a consumer as defined in the trade practice act 1974 nothing contained herein excludes, restricts or modifies any condition.

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• Warranty, right or remedy which pursuant to that act applies to or is conferred upon the customer provided that to the extent that the act permits Untangled ICT to limit its liability for a breach of a condition or warranty implied by that act then Untangled ICT’s liability for such breach shall be limited to the payment of the cost of replacing the goods or of acquiring equivalent goods.

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• ONBOARDING SERVICES – Untangled ICT may provide, for a fee, onboarding services that we will schedule in at a time convenient with you. The purpose of these sessions is to ensure that you knowledge of how to use the systems we’ve implemented. These sessions may be recorded at your request and be supplied for ongoing reference. In the event that a scheduled session is not attended by any persons within the business Untangled is under no obligation to re-schedule the session. If you would like additional sessions these can be paid and booked through our Customer Success Team.

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4. HANDSET RENTALS

• AGREEMENT TO RENT

  We agree to rent the Equipment to You and You agree to rent the Equipment from Us on the terms set out in this Agreement.

• RENTAL TERM

  This Agreement will begin on the Commencement Date and will continue on a recurring monthly basis until terminated in accordance with this Agreement, subject to a minimum initial rental period of six (6) months. Where any individual item of hardware has been rented (and all payments have been received by Untangled) for a continuous period of 36months then you may elect to purchase that item of equipment for the settlement price of $1.00. In electing to purchase the equipment after 36 months you will need to provide written notice to Untangled no sooner than 30 days prior to the date you intend to purchase the equipment.  Monthly rental payments will continue to apply if no notice has been received by Untangled.

• DELIVERY OF THE EQUIPMENT

  Untangled will arrange for the delivery of the Equipment. It is your responsibility to satisfy yourself of the condition, fitness for purpose and acceptable quality (collectively “quality”) of the equipment at the time of delivery. If you believe that the equipment is faulty or damaged, you must notify us within 3 days of any faults with the delivered equipment. After the 3 days we are no longer responsible for any damage to the equipment.

• INSTALLATION

  Installation, where required, must be performed by our qualified installation partners or another service provider that has been approved by us in writing prior to the installation.

• ADDITIONAL RENTALS

  If after the Commencement Date of this Agreement You ask Us to rent from Us additional equipment, it may be supplied at our discretion and on the same terms contained in this agreement.

• PAYMENTS & CHARGES

  You obligations in respect of payments and charges are:

   

  1. You must pay the Rental Payment to Us on or before the recurring due date specified in the Schedule for the minimum duration of the Rental Agreement.

  2. In addition to the Monthly, in respect of each day in any Interim Period we reserve the right to charge You an interim rental fee, calculated as the daily proportion of the amount of the Rent Payment attributable to the relevant item of Equipment.

  3. Your obligation to make any payments under this Agreement is absolute and unconditional from the date You sign this Agreement and

  4. Any payments by You must be made by direct debit or in such other manner as agreed between You and Us from time to time. Any payment is not considered made until We have received the monies.

  5. You must pay interest to Us on any monies payable under this Agreement which may from time to time be overdue, at a rate equal to the lesser of 9% per annum or the maximum rate permitted by law.

  6. You must pay to Us all costs and expenses, including reasonable legal costs (on a solicitor and client basis), which We incur in exercising any of Our rights under this Agreement.

  7. You must pay, or reimburse Us for, all duties, taxes (except income tax) and other government charges which are in any way related to the Equipment, its use, possession or operation, this Agreement or the Rental, and registration of our security interest and maintaining such registration. We may, by notice to You, vary the Rent Payments in line with any variation in any such government charges.

  8. If We make a supply under or in connection with this Agreement in respect of which GST is payable (other than the GST already included in the Rent Payments), You must pay that GST amount to Us on receipt of a tax invoice from Us. (In this clause, any word or expression defined in the A New Tax Systems (Goods and Services Tax) Act 1999 (Cth) has the meaning giving to it in that Act).

  9. A Dishonour Fee of $30 is due and payable by You to Us if you fail to pay to Us an amount when due under this Agreement or when we direct debit an amount under this Agreement and it dishonours.

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• YOUR WARRANTIES

  You warrant to Us that all information which You have given to Us is correct and not misleading . You warrant that You are authorised to enter into this Agreement, including under the terms of any trust deed if You are a trustee, and in doing so You are not in breach of any authorisation or regulations controlling or affecting You or Your business;

   

  1. if You are entering into this Agreement as a trustee this Agreement binds You personally and as trustee of the trust;

  2. the Equipment is rented wholly or predominantly for business purposes and You acknowledge that the National Credit Code does not apply to this Agreement.

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• PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”) AND PROTECTION OF OUR RIGHTS

  1. You acknowledge that on signing this Agreement You grant Us a security interest in favour of Us in respect of the Equipment and all of Your present and after- acquired personal property and secure payment by You to Us of all amounts from time to time owing by You to Us under this Agreement or any other agreement.

  2. You will do all things necessary to enable the perfection, reperfection, and/or maintenance of perfection of the security interest granted by You to Us under this Agreement including granting Us the right to, on reasonable notice, enter premises under Your control and re-take possession of the equipment.

  3. You will notify Us of any change in name not less than 3 days before the change takes effect.

  4. To the maximum extent permitted by law, You agree to waive Your rights under the Act to do any of the following:

     • receive notice of removal of an accession under section 95;

     • receive notice of an intention to seize collateral under section 123;

     • receive notice of disposal under section 130;

     • receive a statement of account under sections 132(3)(d) and 132(4);

     • receive notice of retention under section 135;

     • redeem collateral under section 142;

     • reinstate security agreement under section 143;

     • object to purchase of collateral by Us under section 129; and

     • receive verification statement under section 157

  5. In the event that:

     • You fail to perform any obligation contained or implied in this Agreement; and/or

     • It is necessary for Us to take any step or incur any expense to protect its interest under this Agreement, including the registration and maintenance of Our security interests or repossession of the equipment, then We may perform such obligation, pay such money, or incur such expense, and You shall indemnify and reimburse Us for all monies paid or expense incurred (including all legal and associated costs) by Us (inclusive of any Goods and Services Tax).

  6. In the event that We enforce a security interest granted under this Agreement, We shall have the right to apply any surplus to any other debt owed by You to Us under any other agreement.

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• USE, MAINTENANCE AND REPAIR

  Your obligation with respect to the Equipment are:

   

  1. You must always maintain the Equipment in good working order and condition and in accordance with the manufacturer’s specifications and recommendations.

  2. You must only use the Equipment for the purpose for which it was designed and in accordance with the manufacturer’s instructions

  3. You must not engage any personnel to undertake any repairs or other services to the Equipment and must not do anything which may cause any such person to believe that We will be responsible for paying that person’s account.

  4. You must not make any alteration or addition to the Equipment which may adversely affect its value.

  5. You must not remove the Equipment from the location set out in the Schedule without Our prior written consent.

  6. You must keep the Equipment secure from theft or damage.

  7. You must keep the Equipment in Your possession and not enter into any agreement with anyone in relation to the Equipment or do anything to prejudice Our rights in the Equipment.

  8. If you damage the Equipment, you will be charged any costs associated with the repair or replacment of the hardware, whichever is the most cost effective option. If the exact hardware is End of Life (EOL) we will seek to find a similar or like-for like product at the time the damage occurs.

• OWNERSHIP OF THE EQUIPMENT AND OUR RIGHTS

  The Equipment is Our property and will always remain our property. You are a bailee of the Equipment only and have no right to purchase or acquire any interest in it. You must not authorise or pledge credit or create any lien, mortgage, charge, security interest or Encumbrance upon the Equipment. On reasonable notice from Us, You must ensure that We have access to the Equipment, during normal business hours in order to exercise any of Our rights, including testing the Equipment or otherwise whether You have complied with Your obligations. We will comply with Your reasonable security and work health and safety policies where they are provided to Us in advance. You authorise Us to enter any premises where the Equipment is located for these purposes. We will attempt to give You reasonable notice before doing so.

• OTHER MATTERS

  You must not transfer this Agreement or any of Your rights under it without Our prior written consent, which will not be unreasonably withheld. You must indemnify Us and our agents, assignees and contractors against any claims or costs of any kind arising out of the use, operation or possession of the Equipment.

• LIMITATION OF LIABILITY

  We shall not be liable to You in respect of any loss or damage (including loss of profits, loss of revenue, loss of opportunity, loss of use, loss of goodwill or any other direct or indirect loss or damage whatsoever) whether arising in contract, tort (including negligence),equity, pursuant to statute or under any other principle of law.

   

  1. Any liability we may have for any failure to comply with a consumer guarantee imposed by the Australian Consumer Law is not excluded, but to the extent permitted by that law is limited to our option of:

     • in the case of equipment supplied under this Agreement, one of the following:

       • the replacement of the equipment or the supply of equivalent equipment.

       • the repair of the equipment.

       • the payment of the cost of replacing the equipment or of acquiring equivalent equipment; or

       • the payment of the cost of having the equipment repaired: and

     • in the case of services supplied under this Agreement, one of the following:

       • the supplying of the services again; or

       • the payment of the cost of having the services supplied again.

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• ENDING THE RENTAL AGREEMENT

  To end a rental agreement you must:

   

  1. provide notice no less than 1 month prior to the date you wish the Rental to end;

  2. return the Equipment to Us, in good condition and with any other items supplied along with the Equipment;

  3. pay for the cost of delivery if that is required to return the equipment; and

  4. if You do not return the Equipment to Us when You are due to do so and We are not able to recover possession of it within a reasonable period of time, We may declare it to be lost and You must pay Us the Market Value at that time as well as any other monies which You owe to Us.
     Rental Payments and any penalty interest will continue to accrue until such time as the Equipment, or where required, the payment of the Market Value, has been received by Us.

  5. You can cancel at any time however within the first 6mths a early termination charge will be will be charged to your account. The ETC will be calculated as follows:
     ETC = (monthly rental handset amount X the remaining minimum term payments)

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• TERMINATION BY US

  We may decide to terminate the Agreement if a Termination Event occurs. A Termination Event is any of the following:

   

  1. You fail to pay any one or more Rental Payments in whole or in part within 7 days of the due date, whether or not formal demand has been made by Us;

  2. You purport to assign or in any way deal with the Equipment or any of our rights under this Agreement;

  3. anything occurs which prejudices or puts in jeopardy Our rights to or interest in the Equipment or Our ability to recover the Equipment;

  4. the Equipment is lost or destroyed or We form the opinion that it is so damaged as to make its repair uneconomical;

  5. action is taken by You or another person on the basis that You are insolvent or unable to pay Your debts when they are due.

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• OUR RIGHTS ON TERMINATION

  If a Termination Event occurs, we are entitled to terminate the Agreement immediately without notice by taking possession of the Equipment or by issuing you an invoice for the Market Value of the Equipment. On such termination of the Rental You must pay to Us an amount equal to:

   

  1. any Rent Payments and any other monies then due under this Agreement but not paid;

  2. Our reasonable administration costs, and;

  3. Our costs of repossessing or attempting to repossess the Equipment (if applicable);

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• NOTICES

  Any notice required to be served under this Agreement will be deemed to have been properly served when sent to the nominated email contact listed in the Schedule. You must advise Us as soon as practicable if You change Your email address.

• APPLICABLE LAW

  This Agreement is governed by the law of the State of New South Wales and the parties submit to the jurisdiction of the court system of that State.

• RENTAL DEFINITIONS & INTERPRETATION

  In this Agreement: