Zettagrid Pty Ltd
Standard Form of Agreement General Terms and Conditions Revised 06-Nov-2020
1 THE AGREEMENT ...... 4 1.1 THE PARTIES ...... 4 1.2 WHAT IS THE STANDARD FORM OF AGREEMENT? ...... 4 1.3 ACCESS TO THE SFOA DOCUMENT ...... 4 1.4 CHANGES TO THE SFOA ...... 4 1.5 CUSTOMER RIGHTS ...... 4 2 DEFINITIONS ...... 4 3 OUR SERVICES ...... 5 3.1 APPLYING FOR THE SERVICE ...... 5 3.2 PROVISIONING THE CUSTOMER SERVICE ...... 6 3.3 CONNECTION, TRANSMISSION AND RECEPTION SPEEDS ...... 6 4 SERVICE USAGE ...... 6 4.1 CUSTOMER RESPONSIBILITIES ...... 6 4.2 RESPONSIBLE USAGE ...... 7 4.3 SECURE USAGE ...... 7 4.4 UNLAWFUL USAGE ...... 7 4.5 ALLEGED COPYRIGHT INFRINGEMENT NOTICES ...... 7 4.6 UNAUTHORISED USAGE ...... 8 4.7 SERVICE CANCELLATION ...... 8 4.8 SERVICE TERMINATION ...... 8 4.9 SCHEDULED MAINTENANCE ...... 9 4.10 FAULT REPORTING & RESOLUTION ...... 9 4.11 SERVICE CHANGES ...... 9 4.12 SERVICE LEVEL AGREEMENT ...... 9 4.13 SUPPORT SERVICES ...... 10 5 DATA AND INTELLECTUAL PROPERTY ...... 11 5.1 DATA OWNERSHIP ...... 11 5.2 DATA IMPORT AND EXPORT ...... 11 5.3 DATA RETENTION ...... 11 5.4 DATA ACCESS ...... 11 5.5 DATA SOVEREIGNTY ...... 11 5.6 DATA BACKUP ...... 11 5.7 DATA BREACHES & SECURITY INCIDENTS ...... 11 5.8 LICENCE OWNERSHIP ...... 12 5.9 SERVICE PROVIDER BOUND LICENSES ...... 12 5.10 GPL LICENSING ...... 12 6 EQUIPMENT ACCESS ...... 12 7 BILLING AND PAYMENTS ...... 12 7.1 BILLING ...... 12 7.2 BILLING DISPUTES ...... 13
7.3 PAYMENTS ...... 13 7.4 REFUND POLICY ...... 14 8 CONSUMER CREDIT ...... 14 8.1 SUPPLY TO CREDIT REPORTING AGENCY ...... 14 9 CUSTOMER INFORMATION ...... 15 9.1 COLLECTION, USE AND DISCLOSURE ...... 15 9.2 OPTING-OUT ...... 15 9.3 GAINING ACCESS TO YOUR INFORMATION ...... 15 9.4 PROVIDING YOUR INFORMATION ...... 15 9.5 NOTICES ...... 15 9.6 ASSIGNMENT ...... 15 10 OTHER TERMS...... 15 10.1 OUR RIGHTS ...... 15 10.2 LIABILITY ...... 16 10.3 PRECEDENCE ...... 16 10.4 WARRANTIES ...... 16 10.5 INDEMNIFICATION ...... 16 10.6 COMPLAINTS PROCEDURE ...... 16 10.7 GOVERNING LAW ...... 17 10.8 LEGAL CAPACITY ...... 17
1 The Agreement 1.5 Customer Rights
1.1 The Parties 1.5.1 Telecommunications Legislation requires Zettagrid to supply telecommunications
1.1.1 Zettagrid Pty Ltd ABN 90 141 800 357, Level services to the Customer on the terms and 1, 140 William Street, Perth, Western conditions of a “Standard Form of Australia (hereinafter referred to as Agreement”. "Zettagrid", “us”, “our”) and the Customer (being an entity subscribing to Zettagrid for 1.5.2 Under Australian Telecommunications the provision of Cloud services) agree that by legislation the Customer and Zettagrid must accessing Zettagrid cloud services, you comply with our Standard Form of (hereinafter referred to as “The Customer”, Agreement unless the Customer and “you” and “your”) accept, without limitation Zettagrid have agreed differently. or qualification, the terms and conditions 2 Definitions contained within the Standard Form of Agreement. "Agreement" means this agreement for the provision of the Goods and Services by 1.2 What is the Standard Form of Agreement? Zettagrid to the Customer, which includes 1.2.1 The Zettagrid Standard Form of Agreement this Standard Form of Agreement, the Service (SFOA) sets out the standard terms and Descriptions and Website Pricing Schedule. conditions of our services and the products "Application" means each application form we offer. The SOFA is made up of: completed by the Customer (either hard copy a) General Terms and Conditions; or online on our Website) and sent to Zettagrid requesting the Services. b) Service Descriptions; and c) Website Pricing Schedule or Executed "Business Day" means Monday to Friday Proposal excluding public holidays in Western Australia. 1.2.2 The Customer agrees to be bound by the “Business Hours” means 6AM to 5PM every SFOA as executed by Zettagrid and the business day. Customer on commencement of the Agreement. "Charges" means the charges payable by the Customer to Zettagrid for the Goods and 1.3 Access to the SFOA Document Services as specified on the Website Pricing 1.3.1 The current SFOA will always be available Schedule, Quotes or other means. from https://www.zettagrid.com/terms. "Contract Term" means, in respect of a 1.3.2 If the Customer requires assistance in reading Service, the contract period specified in the this document, please contact our office. Service Description for that Service. "Customer Data" means all data that is not 1.4 Changes to the SFOA Zettagrid Data. Specifically, data or 1.4.1 Zettagrid may change the SFOA at any time. intellectual property that is owned by The We will notify if we change the SFOA using Customer and transferred into Zettagrid for the means detailed in section 9.5. the purposes of using the Zettagrid service. 1.4.2 Where we change the SFOA and notify the "Early Termination Fee" means the Charges Customer, The Customer’s continued use of that are specified as "Early Termination Fee" the Service signifies the acceptance of the in the Website Pricing Schedule or Executed updated SFOA. Proposal (if any).
"Goods" means any goods we supply to the Agreement” and includes our Policies. Customer, including goods supplied in “Summary Standard Form of Agreement” connection with any Services. means the written summary of the terms and "GST" means Goods and Services Tax (Act conditions of this Standard Form of 1999). Agreement. “Resubmission Payment” means the fee "Telecommunications Company" means any payable to a payment processor (typically a licensed carrier or carriage service provider as credit card gateway or bank) when payment defined by the Telecommunications Act 1997 for a service fails. other than Zettagrid or ZettaNet. “Support” means assistance provided by “Telecommunications Legislation” means Zettagrid to the Customer. The Customer can Telecommunications (Consumer Protection obtain support by dialling the telephone and Service Standards) Act 1999 and number 1300 597 656 or submitting an email Telecommunications Act 1997. to the address [email protected]. "Website" means the Zettagrid website "Services" means the list of services specified located at www.zettagrid.com website in the Website Pricing Schedule. redirected from this site to one that Zettagrid owns. "Services Proposal" means a document authored by Zettagrid containing a business “Website Pricing Schedule” means the list of proposal for approval by The Customer. prices for Services as listed on www.zettagrid.com or “Severity 1 Incident” means an incident account.zettagrid.com. effecting the normal performance of the System impacting more than 25% of Zettagrid "Zettagrid Data" means Zettagrid customers in a Zettagrid Availability Zone. configuration and supporting infrastructure configuration (i.e. Zettagrid’s core DNS, "Support Hours" means 24 hours per day, DHCP, Microsoft AD, VMware vCloud- seven days per week. Director Cells, VMware vCenters, and "Scheduled Maintenance" means Microsoft SQL Database clusters), service maintenance carried out by Zettagrid, where usage and Customer machine configuration notice has been provided to the Customer by (i.e. the details about the Customers virtual email or by posting a notice on the Zettagrid machines seen in the ‘My Services’ pages in website prior to the scheduled event My Account). occurring. 3 Our Services "Service Guarantee" means the guarantee that Zettagrid will meet the Service Level for 3.1 Applying for the Service a particular Service. 3.1.1 The Customer may make an Application for "Service Level" means the percentage of supply of one or more Goods and Services by: time during a calendar month that a Service is available to the Customer. a) Completing an online application form located at www.zettagrid.com or; "Service Level Rebate" means the refund b) Faxing or delivering an executed available for a Service following an outage as Zettagrid Services Proposal. defined in the Service Description for that Service. 3.1.2 Our SFOA is enforceable:
"Standard Form of Agreement" means this a) if the Customer applies online, the date document entitled “Standard Form of the Customer submits the application
form; or speeds indicated, refer to the maximum b) if the Customer signs a Zettagrid theoretical speeds achievable with the Proposal, the date the Agreement is Service under ideal conditions; the Customer executed by the Customer. acknowledges that the actual achieved speeds may be substantially different from 3.2 Provisioning the Customer Service the theoretical speeds. 3.2.1 Upon our acceptance of the Customer 4 Service Usage Application, or, if applicable, execution of this Agreement by Zettagrid and the Customer, a 4.1 Customer Responsibilities contract is formed, and the Customer 4.1.1 The Customer must provide true, current, become bound by this Agreement and the accurate and complete information as term and charges associated with the Service. prompted by the registration form. The The contract between Zettagrid remains in Customer agrees to keep this information force until it is terminated in accordance with current. this Agreement. 4.1.2 The Customer is responsible for all acts or
3.2.2 We will retain control and decide the route omissions that occur under the Customer’s and technical means that we use to provide account or password, including the content of the Service. transmissions through the Services and 3.2.3 The Customer must reasonably co-operate maintaining the confidentiality of the with Zettagrid to allow us to provision and Customer’s password/s. supply the Service safely and efficiently. 4.1.3 The Customer will not publish, distribute or 3.2.4 The Customer agrees that, if The Customer disseminate defamatory or otherwise uses the online application system and unlawful material through the use of the provides incorrect information which is Service. actioned by a third party, the Customer will 4.1.4 The Customer will not use the Service to be liable for a resubmission payment to threaten, harass, stalk, abuse, or otherwise Zettagrid. violate the legal rights (including rights of 3.2.5 To maintain the quality of services provided privacy) of others. to our customers, we may prioritise the 4.1.5 The Customer will not use the Service to delivery of network traffic that is latency, rate infringe on any third party's copyright, or jitter sensitive in preference to traffic that patent, trademark, trade secret or other is not, as determined in our absolute proprietary rights or rights of publicity or discretion. privacy.
3.2.6 The Services are provided on an 'as-is' basis. 4.1.6 The Customer will comply with Australian law 3.2.7 Where a delay occurs in the provision of the regarding the transmission of technical data Service, this does not constitute a breach of exported from Australia through Zettagrid. the Agreement, except where the delay has 4.1.7 The Customer must ensure that their use of been caused by Zettagrid’s failure to comply the Service does not expose any minor to with particular timeframes as required under material that is unsuitable for minors and the the Agreement. Customer will indemnify Zettagrid for any 3.3 Connection, Transmission and Reception liability we incur as a result of the Customers Speeds breach of this clause.
3.3.1 Any connection, reception and transmission 4.1.8 The Customer acknowledges that it is their
sole responsibility to comply with any rules secret. imposed by any third party whose content or 4.4.2 The Customer must not use, or allow any service is required to access or use the other person to use, the network and systems Services. for any activities of an illegal or fraudulent 4.1.9 The Customer acknowledges that Zettagrid nature, including any activities prohibited may take all reasonably necessary steps to under the Telecommunications Legislation or ensure the efficient operation of the Services. under other applicable state and/or Commonwealth Laws. 4.1.10 The Customer’s failure to observe any of the foregoing limitations may result in civil or 4.4.3 The Customer may not use the Service to criminal liability, and the immediate send, allow to be sent, or assist in the sending termination of the Service. of Spam or otherwise or breach the Spam Act 2003. 4.2 Responsible Usage 4.5 Alleged Copyright Infringement Notices 4.2.1 The Customer must comply with rules, regulations and acceptable usage policies 4.5.1 Where Zettagrid is provided with reasonable that are in force for each system accessed. If evidence from copyright owners or their the Customer acts recklessly or irresponsibly agents that alleges that the Customer may be or endangers our network or systems, the using the Service unlawfully we will: Customers Service may be suspended or a) Send the Customer an Alleged terminated at any time. The Customer will be Copyright Infringement Notice (ACIN) notified prior to any termination of Services. by email. This email will contain the 4.3 Secure Usage reference to specific alleged copyrighted content or unlawful 4.3.1 The Customer is solely responsible for activity. implementing and maintaining the security of their Service including PCI DSS, encryption of b) Request that the Customer remove the sensitive data at rest and in transit, alleged copyrighted content and or firewalling and network segmentation, cease the alleged unlawful activity access control, file and network monitoring within 72 hours. and alerting, vulnerability scanning and 4.5.2 Where the provision of alleged copyrighted remediation, penetration testing, intrusion content or unlawful activity has not ceased detection and prevention. after 72 hours from the receipt of the notice, 4.3.2 Unauthorised usage of the Customer’s Zettagrid will limit the Customers Services in Service by a third party will result in the order to enforce the restriction of the Customer being responsible for the charges dissemination of alleged copyrighted content incurred. or the activity. 4.5.3 If the Customer provides reasonable 4.4 Unlawful Usage evidence to suggest the unauthorised use of the Service or a breach and subsequent 4.4.1 Our Services may only be used for lawful and resolution of the Customers own policies authorised purposes. Storage, transmission resulted in the issue of the notice from the or distribution of any material in violation of copyright holder, we may waive the ACIN. Commonwealth or State legislation is prohibited. This includes copyright material, 4.5.4 Where we issue the Customer with more material legally judged as threatening or than three ACIN’s within a 30 day period the obscene, or material protected by trade Customer will be classified as a repeat
offender and the Customers Service will be 4.7.3 If we do not receive notification from the terminated under clause 4.8.1. Customer 1 business day prior to the end of the billing period, the Service and associated 4.6 Unauthorised Usage charges will continue until the next billing 4.6.1 Any attempt to access or modify period in accordance with the Service unauthorised computer system information Description. or to interfere with normal system 4.8 Service Termination operations, whether on the equipment of ours or any computer system or network that 4.8.1 Without limiting the generality of any other is accessed by our services, may result in the clause in this Agreement, we may terminate suspension or termination of the Customers the Customers Service immediately by notice Service. Unauthorised activities include, but in writing if: are not limited to, guessing or using a) The Customer has provided Zettagrid passwords other than the Customers own, with false or misleading information or accessing information that does not have the Customer has not provided public permission, and accessing any system Zettagrid with any information that we on which the Customer is not welcome. have reasonably requested for the 4.6.2 Any attempt to disrupt or interfere with purposes of this Agreement; users, services or equipment, may result in b) The Customer’s nominated payment the termination or suspension of the method is refused or dishonoured, or Customers Service. Disruptions include, but the Customer fails to pay the amount are not limited to, distribution of unsolicited specified within fourteen (14) days of advertising or spamming, monopolisation of the due date. services, propagation of, or transmission of c) we discover or reasonably believe that information or software which contains, the Customer are a minor or do not computer worms, trojan horses, viruses or believe the Customer has the authority other harmful components, using the to enter into this Agreement; network to make unauthorised entry to any other machine accessible via our network, d) we believe the Customer is about to or sending harassing or threatening e-mail and may become or are in jeopardy of forgery or attempted forgery of e-mail becoming subject to any form of messages. insolvency or administration; e) if the Customer being a partnership, 4.7 Service Cancellation dissolve, threaten or resolve to dissolve 4.7.1 The Customer can cancel their Service via the or are in jeopardy of dissolving; Zettagrid My Account self-service portal at f) The Customer is unlawfully using the any time or by emailing Zettagrid during Service. normal business hours. g) The Customer is classified as an alleged 4.7.2 When a service cancellation is requested, we repeat copyright offender as per clause will cancel the service at the end of the billing 4.5.4. period in which the request is received. This 4.8.2 Either Party may terminate this Agreement is typically a calendar month. For example, if (other than under Clauses 4.8.1, 4.8.4 and a cancellation request is made on the 25th 4.8.4) for any reason by providing 30 days January then the service billing will cease on prior written notice of such termination to the 1st of February. If a service cancellation is the other Party requested on the 2nd March, the service billing will cease on 1st April.
4.8.3 The Customer may terminate the Agreement Customer’s premises to repair a fault and it after providing 7 days written notice if turns out to be caused by the Customers Zettagrid has breached the Agreement and equipment the Customer may be charged a failed to remedy the breach within 10 callout fee. Business Days after being notified of the 4.10.8 It is the Customer’s responsibility to maintain breach in writing. and repair any equipment which the 4.8.4 The Customer may terminate this Agreement Customer owns. The Customer is also immediately if Zettagrid becomes insolvent responsible for any of our equipment on the or bankrupt. All Customer Data remains the Customer’s premises and the Customer must Customers property and must be returned to pay us for any loss or damage to our the Customer within twenty (20) Business equipment. Days. 4.11 Service Changes 4.9 Scheduled Maintenance 4.11.1 Zettagrid may withdraw any plans or account 4.9.1 Our goal is to provide a fault free Service types packages at any time, such changes will although we cannot guarantee this. We will take effect from the end of the current endeavour to conduct all Scheduled Contract Term. Maintenance outside of Business Hours. 4.12 Service Level Agreement However, we may be required to suspend supply of our Service during Business Hours in 4.12.1 Zettagrid will set minimum performance order to carry out emergency repairs on our targets and provide rebates if the Service fails systems. to meet these targets.
4.10 Fault Reporting & Resolution 4.12.2 The Service Level Rebates (Service Rebate) available for specific Services are detailed in 4.10.1 Customers may report service faults by: the Service Description. a) Telephone contact to the Zettagrid 4.12.3 Where the Service is unavailable due to Support on +61 1300 597 656 scheduled Systems Maintenance then this b) Email to [email protected] period is exempt from assessment.
4.10.2 Each query will be assigned a unique ticket 4.12.4 Where the Service is unavailable due to number. Please use this ticket number when events beyond our control then this referring to the query with our support team. disruption period is exempt from Service 4.10.3 Issuing of this ticket number is an Level Rebates. These include the following acknowledged acceptance of the fault report. events:
4.10.4 The Support team will use best efforts to a) Interruption of the Service due to any identify and resolve the fault. Telecommunications Company circuits or failure of any Telecommunications 4.10.5 Where the issue cannot be resolved by the Company services; support team, they will follow a procedure to b) Interruption of the Service due to the escalate the ticket to a technical expert for Customer’s applications, equipment, or further investigation. facilities; 4.10.6 When a ticket has been resolved or closed the c) Where the Customer causes an Customer will receive an email notifying them interruption to the Service due to the of the status change of the ticket. Customer’s acts or omissions, or any use of the Service authorised by the 4.10.7 If the Customer asks us to come to the
Customer; 4.12.10 Zettagrid will use reasonable endeavours to d) Where the Service is interrupted due to ensure the availability and other force majeure; characteristics of the Service, and to ensure provisioning, installation, response and e) Where we are requested by a public rectification times will be met. authority to provide emergency communications services to assist in 4.13 Support Services emergency action, and the provision of 4.13.1 Our Services include Support during those services restricts rectification of a commissioning and general use of the fault or service difficulty; and Services. f) Where we are prevented from connecting a specified service, or 4.13.2 Our Support does not extend to rectifying a fault or service difficulty, administration of the Virtual Machine because we are unable to obtain lawful operating system or applications contained access to land or a facility. therein unless you have purchased an explicit management service contract. g) Damage to our network, equipment or facilities not caused by Zettagrid. 4.13.3 Additional Support may be provided, h) Planned or unplanned speed although it may be at an additional cost to the degradation (not Service loss), unless Customer in the event that the reported otherwise specified in a Service problem is due to faults in the Customer’s Description. software, operating systems or applications.
4.12.5 A Service Rebate is not redeemable for cash, 4.13.4 In the event of an unscheduled outage or nor are they transferrable to another incident, we will communicate the details of Customer or subscription. the issues and expected resolution times via our website. 4.12.6 The Service Rebate in any month is capped at the relevant specified percentage of the 4.13.5 Our standard response time to any support Charges for the individual Service for that issue raised is 8 business hours. month. The Customer must claim any Service 4.13.6 In the event of a Severity 1 incident, we will Rebate in writing within ten (10) Business update our notifications every 60 minutes. Days of the event resolution by submitting a Service Rebate Application to 4.13.7 We cannot provide free support for: [email protected]. a) faults that are outside our system; or 4.12.7 Once a claim is made in accordance with b) Customers that do not have an existing paragraph 4.12.6, we will assess the eligibility active subscription with us. of the Application at the conclusion of the calendar month. 4.13.8 When communicating with the Customer we will use the details stored in our My Account 4.12.8 Where a Service Rebate is deemed to apply, system. The Customer is obliged to keep we credit the Customer’s account with the these details updated assessed amount in the following month. 4.13.9 Zettagrid may make incident reports 4.12.9 The Customer will not be entitled to a Service available to affected Customers after a Rebate where the Customer’s account is Severity 1 incident on our status page. overdue or managed within a payment plan. Rebates cannot be used to offset overdue 4.13.10 Zettagrid reserve the right to shut down or amounts. isolate any Service offering that is impacting, or will impact, service level agreements.
5 Data and Intellectual Property 5.5 Data Sovereignty
5.1 Data Ownership 5.5.1 We store all Customer Data and backups of this data within Australia however we may
5.1.1 At all times, the “Customer Data” remains the offer Products that store data outside of the exclusive property of The Customer. Australian lawful jurisdiction. Where this is 5.2 Data Import and Export the case, we will identify that the Customer Data may be stored in a non-Australian 5.2.1 Customer Data (subject to any licence location. transfer limitations as per section 5.8) may be imported or exported from or to Zettagrid at 5.5.2 We cannot guarantee the service usage any time by the Customer. information (i.e. Internet traffic flows) and related Meta Data is not stored by our 5.2.2 If the Customer is unable to retrieve this data upstream communication providers in non- using Zettagrid supplied self-provisioned Australian locations. means (i.e. File Download) and the Customer requests manual intervention by Zettagrid, 5.6 Data Backup then we will charge the Customer an hourly 5.6.1 Zettagrid will be responsible for backup of rate for the copy and shipping of this data. Zettagrid Data.
5.3 Data Retention 5.6.2 Zettagrid does not backup the Customer Data 5.3.1 Once the Customer cancels a Service, the unless the Customer purchases a Zettagrid Customer Data pertaining to that Service Backup service. shall not be retrievable at this point by the 5.6.3 The Customer is solely responsible for backup Customer in any shape or form. of Customer Data and for implementation of 5.3.2 We may retain Meta Data pertaining to The an appropriate retention strategy. Customer account and usage for an indefinite 5.6.4 Where the Customer subscribes to a period. Zettagrid Backup Service, the Customer is 5.3.3 Zettagrid will erase the Customer Data from responsible for setting up, maintaining, our systems no later than 90 days from the monitoring and testing backups. date of service cancellation. 5.7 Data Breaches & Security Incidents
5.4 Data Access 5.7.1 If we discover that the Customer data has 5.4.1 We will not attempt to gain access to the been lost or compromised, we will comply Customer Data without express written with the Notifiable Data Breaches scheme consent of the Customer. under Part IIIC of the Privacy Act 1988 (Cth) (to the extent applicable to the provision of 5.4.2 We do not use Customer Data in order to Services to the Customer) and any other generate revenue other than through relevant laws and we will notify the Customer provision and delivery of the Service. within 8 business hours after such discovery 5.4.3 If we are approached by law enforcement by email to the Customer’s nominated email agencies it is our policy to provide the request address (as amended and notified to information upon receipt of a valid state or Zettagrid from time to time) or by telephone federal legal request. to the Customer’s nominated representative, unless that notification would compromise a 5.4.4 We do not provide access to Customer Data criminal investigation into the breach. to third parties other than law enforcement agencies as set out above. 5.7.2 When we are in possession of evidence of
criminal activity associated with the breach Zettagrid environment. (such as evidence of hacker activity) we will 5.10.2 An export fee may apply should the Customer notify appropriate law enforcement require manual intervention to copy the agencies. Customer’s virtual machines out of the 5.7.3 We receive a request for information under environment. clause 5.4.3 we will notify the Customer of
this request unless otherwise requested by 6 Equipment Access the law enforcement agency. 6.1.1 Customers are not permitted access to the 5.8 Licence Ownership physical equipment operating Zettagrid. Where media and temporary connection of a 5.8.1 All software and licenses used to operate the device is required the Customer must request Zettagrid environment are owned by this permission from Zettagrid. Zettagrid Zettagrid. management has complete and sole discretion to authorise or deny this access. 5.8.2 The Customer is responsible for maintaining licenses to operate the software on Virtual 6.1.2 Zettagrid may use authorised 3rd party Machines that have been provisioned in the contractors to perform maintenance on the Zettagrid environment. The Customer must physical equipment. This includes but is not maintain valid licences at all times and limited to data centre and Zettagrid retains the right to immediately telecommunications engineers and discontinue the Customer’s Service if the equipment vendor support personnel. Customer is found to be in breach of any software licensing agreements. 7 Billing and Payments
5.9 Service Provider Bound Licenses 7.1 Billing
5.9.1 Where the Customer utilises a Service 7.1.1 Zettagrid may bill the Customer for: Provider Bound Licences (including but not a) recurring or fixed charges, in advance limited to Microsoft, Citrix, F5, Trend) this for monthly contracts and monthly in license is non-transferrable and cannot be arrears for contracts longer than a removed from the Zettagrid environment. month; Where an image of a Virtual Machine is b) variable charges, in arrears, including transferred out of the Zettagrid environment but not limited to excess traffic and we have the right to request the licence is license usage charges; removed from the Customer’s Virtual Machine before approving the transfer. The c) installation or set-up charges, before Customer is responsible for obtaining valid installation occurs or decommissioning applicable licence when using the Virtual charges; or Machine outside of the Zettagrid d) any equipment the Customer purchases environment. from us, on or after delivery;
5.10 GPL Licensing 7.1.2 Zettagrid will bill the Customer in accordance with the billing period described in the 5.10.1 Where the Customer uses software that is Service Description. licensed under GPL (http://www.gnu.org/licenses/gpl.html) the 7.1.3 We will provide the Customer with Customer is required to adhere to these reasonable information on the Customer’s license conditions. Operating systems use of our services via the Zettagrid website. licensed under GPL may be exported from the 7.1.4 Bills will be calculated by reference to data
recorded, logged or received by our systems date. Where the invoice due date has passed, and our Suppliers and the Customer the Customer will be obliged to pay all acknowledges that in calculating charges we outstanding monies within two Business Days need only look at that data as logged or upon receipt of the notice of the billing received by Zettagrid or our Suppliers. dispute assessment.
7.1.5 Bills may include charges from previous 7.2.5 Where a billing dispute is found to be in the billing periods where these have not been Customer’s favour, we will credit assessed remitted. billing dispute value on the applicable invoice within two Business Days upon dispatch of 7.1.6 We may reissue any invoice if any error is the notice of the billing dispute assessment. discovered. If the Customer has overpaid as a result of a billing error, the Customer’s 7.3 Payments account will be credited with the 7.3.1 The Customer is responsible for and must pay overpayment or, if the Customer has stopped for all use of the Service, even unauthorised acquiring the Service from Zettagrid we will use. refund the overpayment within twenty (20) Business Days. 7.3.2 We reserve the right to charge the Customer all fees specified in this Agreement, unless 7.1.7 Subject to clause 7.2.1, the Customer must otherwise agreed in writing by the Customer pay each amount billed by the due date and Zettagrid. specified in the bill and in the manner specified in the Service Description or the 7.3.3 The Customer may elect to have bills paid by Website Pricing Schedule. way of:
7.1.8 Bills and receipts will be available in an a) A direct debit from an account held by electronic document format and distributed the Customer at an approved financial to the Customer via email. institution; 7.2 Billing Disputes b) An accepted credit card (Visa, MasterCard); or 7.2.1 Where the Customer disputes the invoice c) Direct deposit / Electronic Funds issued by Zettagrid please provide a written Transfer. notice to us within ten (10) days of the issue date. The Customer will need to specify: 7.3.4 Accepted payment types vary for each Service. Please see the Service Description for a) The specific line items in dispute; and accepted payment types for each Good and b) Reasons for disputing each of the Service. charges. 7.3.5 Zettagrid will send the Customer a Tax Invoice 7.2.2 The Customer will still be required to pay the for Services on a calendar monthly basis or undisputed amount by the due date detailed unless otherwise agreed in writing between on the Invoice. the Customer and Zettagrid.
7.2.3 We will assess the validity and value of the 7.3.6 If the payment type is credit card or direct Customer’s billing dispute claims and provide debit the Customer is responsible for a written response within five (5) Business ensuring there are sufficient funds available Days. in their nominated credit card or direct debit 7.2.4 Where a billing dispute is found to be in our account at any time, we bill the account. favour the Customer will be required to pay 7.3.7 Dishonour fees and any other charges, the outstanding amounts by the invoice due expenses or losses resulting from Zettagrid
attempting to debit the credit card or direct This is referred to as the “cooling off period”. debit account will be borne solely by the 7.4.2 Setup or once-off charges are not refundable. Customer. 7.4.3 Monies paid after the cooling off period are 7.3.8 The Customer authorises Zettagrid to charge not refundable. any excess usage of their account at the current rate detailed on www.zettagrid.com. 7.4.4 If the Customer validly terminates this Agreement as a result of our breach, the 7.3.9 Where the Customer provides a credit card Customer’s only remedy will be: for payment of reoccurring Services, the Customer authorises Zettagrid to debit this a) In respect of Services, a refund for the card for the fees and on a frequency as set services for which the Customer has out in the Website Pricing Schedule. paid in advance, but which have not been supplied by us, calculated at the 7.3.10 Zettagrid will notify the Customer by email, applicable daily rate; and/or then by phone if the Customer’s credit card is due to expire in the next billing period. b) In respect of Goods, possession of the Goods. 7.3.11 In addition to fees and charges the Customer c) Payment of Service Level Rebates incurs in the normal use the Service, we may described in the Service Schedule. charge the Customer an administration fee which may include cancellation fees, 8 Consumer Credit relocation fees and/or payment dishonour fees. 8.1 Supply to Credit Reporting Agency
7.3.12 Direct Debit rejections incur a $20.00 inc GST 8.1.1 The Customer agrees that Zettagrid may give charge. certain personal information about the Customer to a credit reporting agency as 7.3.13 All administration, registration and set-up specified in Section 18E(8)(c) Privacy Act 1988 fees are non-refundable. (cth).
7.3.14 The Customer may exchange or receive a 8.1.2 The Customer agrees that Zettagrid may refund for equipment which has not been obtain information about the Customer from opened or used and has been returned to us a business which provides information about within 30 days of purchase. the commercial credit worthiness of persons 7.3.15 We reserve the right to suspend or terminate for the purpose of assessing the Customers the Customer’s Service without notice upon application for consumer credit as specified rejection of any card, cheque or direct debit in Section 18L(4) Privacy Act 1988 (cth). charges or if the Customer’s card issuer (or its 8.1.3 The Customer agrees that Zettagrid may agent or affiliate) seeks return of payments obtain a consumer credit report containing previously made to Zettagrid when we information about the Customer from a believe the Customer is liable for the charge. credit reporting agency for the purpose of Such rights are in addition to and not in lieu assessing the Customer’s application for of any other legal rights or remedies available commercial credit as specified in Section to Zettagrid. 18K(1)(b), Privacy Act 1988 (cth).
7.4 Refund Policy 8.1.4 The Customer agrees that Zettagrid may 7.4.1 The Customer may request a refund of exchange information with those credit monies paid within the first seven days of the providers named in the Customer’s original date of purchase of a new Service. Application or named in a consumer credit report issued by a credit reporting agency
under Section 18N, Privacy Act 1988 (cth) for 9.3.1 If the Customer is an individual, you are the following purposes: entitled to:
a) To assess an application by the a) gain access to the Customer’s personal Customer for credit. information held by Zettagrid, unless we b) To notify other credit providers of a are permitted or required by any default by the Customer. applicable law to refuse such access; and c) To assess the Customer’s credit worthiness. b) correct any personal information held by Zettagrid. 8.1.5 The Customer understands that the information exchanged can include anything 9.4 Providing Your Information about the Customer’s credit worthiness, 9.4.1 If the Customer does not provide part or all of credit standing, credit history or credit the personal information we request, then capacity that credit providers are allowed to we may refuse to supply, or limit the supply exchange under the Privacy Act. to the Customer of, personal credit or the 9 Customer Information Service.
9.1 Collection, Use and Disclosure 9.5 Notices
9.1.1 We may be permitted or required by 9.5.1 All notices and changes shall be in writing and applicable laws to collect, use or disclose shall be either posted to your physical personal information about the Customer location, faxed or emailed to the parties (which may include, for example, IP hereto at their respective addresses. addresses, internet traffic information, 9.6 Assignment numbers called, time of call, location of call), to: 9.6.1 The Customer agrees not to assign or, transfer any of the Services provisioned by a) the operator of the Integrated Public Zettagrid under this Agreement or any rights Number Database (IPND), which is an given by the use of this Service, unless prior industry wide database of all public written permission from an authorised officer number customer data; from Zettagrid. b) emergency services organisations; and 9.6.2 For the avoidance of doubt, Zettagrid has the c) to law enforcement agencies and right to assign our benefits and obligations of government agencies for purposes this Agreement to any third party. relating to the enforcement of criminal and other laws. 9.6.3 The Customer undertakes to do all things necessary to ensure the transfer of the 9.2 Opting-out Customers obligations to Zettagrid’s 9.2.1 If the Customer wishes to only receive assignee, including executing new direct communications that are account-related or debit forms if necessary. legally required, the Customer may request 10 Other Terms not to receive other communications (‘opt out'). The Customer will need to contact our 10.1 Our Rights Support to make a request to opt-out. We 10.1.1 Zettagrid reserve the right to remove any will not charge the Customer for processing a information or materials, in whole or in part, request to opt-out. that we, in our sole discretion, deem to be 9.3 Gaining Access To Your Information offensive, obscene, indecent, or otherwise
inappropriate regardless of whether such 10.4.1 Zettagrid warrants the Services as specified in material or its dissemination is unlawful. the Service Description.
10.1.2 Zettagrid is under no obligation to monitor 10.4.2 Zettagrid make no warranties that Services transmissions or published content on the will meet the Customer’s requirements, or Services. that Services will be uninterrupted, secure, or error free, or the results that may be 10.1.3 However, Zettagrid or our agents have the obtained from the use of Services, or to the right to monitor such transmissions or accuracy or reliability of any communication published content from time to time. or transmission of data, or the accuracy of 10.2 Liability any information obtained through Services or that defects in the software used to provide 10.2.1 Except where Zettagrid has or deliberately the Service will be corrected. breached the Agreement, Zettagrid shall not be held liable in any way or by any means for 10.4.3 Zettagrid make no warranty regarding any any indirect, special or consequential Services or any transaction entered into damages, resulting from the use or the through Services. We take no responsibility inability to use the Services or from any goods for the deletion or failure to backup Customer or Service purchased or obtained or message Data. No advice or information, whether oral received or transaction entered into through or written, obtained by the Customer from Zettagrid or from unauthorised access to or Zettagrid or through Services shall create any alteration of Customer transmission or data warranty by Zettagrid. to the Customer’s e-mail address or through 10.5 Indemnification Zettagrid actions (whether negligent or otherwise), even if we have been advised of 10.5.1 The Customer agrees to indemnify Zettagrid the possibility of such damages. from any claim or demand, arising out of the Service, including any violation of this 10.2.2 Zettagrid is not liable for any delay or failure Agreement by the Customer or any other to perform resulting directly or indirectly person using the Customer’s account, except from any causes beyond our reasonable that the Customer shall not be held liable in control. any way or by means for any indirect, special 10.2.3 Except where Zettagrid has or deliberately or consequential damages in connection with breached the Agreement, our liability to the the Service, or to the extent any losses Customer or any third party is limited to the suffered by Zettagrid are contributed to by Service Level Rebates described in the Service Zettagrid’s acts or omissions. Schedule. 10.6 Complaints Procedure 10.3 Precedence 10.6.1 We are committed to resolving customer 10.3.1 Where any conflict or inconsistency exists in complaints quickly and in a satisfactory the documents and/or schedules the manner. If the Customer has a complaint, we following precedence is in effect: request that the Customer contact [email protected]. A ticket number will a) Zettagrid Website be created and assigned to the Customer b) General Terms and Conditions complaint.
c) Service Descriptions 10.6.2 We will formally respond to the complaint d) Zettagrid Executed Proposal within 21 business days.
10.4 Warranties 10.6.3 If the Customer is not satisfied with our
review and response to the complaint the Customer may contact the Office of Fair Trading.
10.7 Governing Law
10.7.1 This Agreement shall be deemed to have been made in Perth, Australia, and it shall be governed and interpreted according to the laws, including conflict of laws, applicable in the State of Western Australia. Each of the parties submits to the jurisdiction of the Courts of Western Australia.
10.8 Legal Capacity
10.8.1 The Customer confirms that their authorised representative is at least 18 years old and have the legal capacity to enter into this Agreement.