Talk'n'Tickets: Outsourced phone and ticket support for web hosts.

TERMS AND CONDITIONS

This is a legal agreement between you and Talk'n'Tickets. This Agreement replaces any prior written or oral agreement between the parties.

By making at least one payment to Talk'n'Tickets for our services, you agree to the following Terms and Conditions of Service. If you do not wish to be bound by the terms and conditions of the Agreement, you MUST NOT submit an order to, agree to or allow any service to be provided by, or otherwise make any purchase from, Talk'n'Tickets.

Definitions

"account" means all aspects of the Service provided to you under this Agreement.

"Agreement" means these Terms and Conditions of Service.

"Claim" means any action, claim, demand, cost, loss, damage, (whether special, indirect, consequential, general or any other damage), expense or other liability (including for death and injury, and the costs of defending or settling any Claim) whether arising in contract, negligence or any other tortious action.

"Confidential Information" means information or material:

containing or being passwords;
concerning either party's internal business practices and/or actual or potential customers;
which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; or
identified in writing by the disclosing party as confidential.

but does not include any information or material:

which is or subsequently becomes available to the general public other than through a breach by the receiving party;
which is already known to the receiving party before disclosure by the disclosing party;
which is independently developed by the receiving party without use of or reference to the Confidential Information of the other; or
which the receiving party rightfully receives from third parties without restriction as to use or disclosure.

"Direct Customer" means any person who pays you directly for your service (the service we are providing support for). Direct Customers include your resellers, but not the clients of your resellers.

"Force Majeure" means circumstances beyond the control of a party which includes (but is not limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other employer), acts of war (declared or undeclared) or terrorism.

"Hub" means our online customer center center.

"person" includes an individual, a body corporate, office, commission, authority, committee, tribunal, board, institute, organization or other body however described.

"Phone Provider" means a third-party entity which provides phone services, phone hardware, phone numbers, telecommunications services, point-to-point protocol services, voice over IP (VOIP) services or other voice-related communications services of any kind.

"Phone Support" means our team answering your customers' questions on your behalf via inbound phone calls from your customers.

"Service" means the provision to you, by us, of labour-based and IT-enabled services, and all associated systems and software.

"Service Plan" means the service plan or package you have purchased from us, as advertised on our website.

"Ticket Support" means our team answering your customers' questions on your behalf via a ticket system or via email.

"Talk'n'Tickets", "we", "our" and "us" means Vanilla Networks Pty Ltd (ABN 94 098 484 934), a company incorporated under the Corporations Act 2001.

"website" means any pages, material, content, software or systems made available through the domain names registered to our company as of the date of this Agreement plus other domain names that are registered to our company during the term of this Agreement, including all subdomains (such as "www.talkntickets.com" and "hub.talkntickets.com").

"you" and "your" means the entity that agrees with Talk'n'Tickets to use the Service. If you provide a business name on the order form, then that business is the entity which agrees with Talk'n'Tickets to use the service and the person(s) who complete the order form on behalf of that entity warrant(s) that he/she/they are duly authorised by the entity to enter into this legally binding agreement on behalf of the entity. If a business name was not provided on the order form, then the individual person(s) named on the order form is/are bound by this agreement and the order form must only be submitted by the named person(s).

Order Details and Processing

You confirm that the details you have provided to us when placing your order(s) with us are true, complete and correct.

We reserve the right to decline your order at any time and for any reason. If your order is declined then we will refund any unused portion of any payment you have made to us for the declined order within seven days of declining the order.

Commencement of Work

We reserve the right to decide when to start the Service, subject to the following conditions.

The setup fee (if any) and first month's fee will be charged at the time you place your order.

After your initial payment has been made, we will endeavour to commence the Service within 48 hours. This period of up to 48 hours is included in the period charged for. The Service will be deemed to have commenced at the date and time that a staff member is first assigned to you and on duty. It is your responsibility to provide sufficient information and instructions to enable your assigned staff member(s) to make effective use of their time.

It is your responsibility to provide any necessary details requested in the Service Details section of the Hub within 48 hours of placing your order. If you take longer than 48 hours to provide the required Service Details information then we will not be able to start actively supporting your customers, and yet the period while we are waiting for you to provide the Service Details information will still form part of the paid support period (no refund will be available due to the delay).

If we are not able to commence the Service within 48 hours of you making your first payment for the Service Plan, and as long as the delay is not due to your failure to complete the Service Details questionnaires in the Hub, then we will notify you of the delay before the 48 hours expires. You will then have the choice of:

Cancelling your order and receiving a full refund;
Proceeding with the order, in which case we will issue a refund for all the days from the day you place your order up to and including the day before work commences.

If you choose option 2 above, then:

You can cancel your order at any time prior to us commencing service; and
The 14-day Money Back Guarantee applies to the 14-calendar-day period starting from the day your staff are assigned and on duty and ending 14 calendar days afterwards.

We can commence service in accordance with the above either with or without your explicit agreement to the start date and time.

Continuous Service

From the time we commence the Service, the Service will be provided on an ongoing basis until cancelled. Specifically, we are not able to suspend the Service at your request and then re-commence the Service later.

Plan Definitions

You acknowledge that certain limits to the scope of our service apply to all our Service Plans and you agree that we shall not under any circumstances be obliged to carry out work of any type that is not explicitly included in your Service Plan as advertised on our website.

Confidential Information

Each party will maintain all Confidential Information of the other party in strict confidence and will not at any time or for any reason disclose any Confidential Information of the other to any third party without the disclosing party's prior written consent.

Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement.

Neither party will disclose any Confidential Information of the other to any of its agents or employees who do not participate directly in the performance of its duties or exercise of its rights under this Agreement, and each party will advise its employees who are permitted access to any Confidential Information of the other party, of the restrictions on disclosure and use set forth in this Agreement.

Notwithstanding the foregoing, either party may disclose the Confidential Information of the other if it believes in good faith that any applicable law, rule, or regulation requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advanced notice as may be practicable.

On termination or expiration of this Agreement, each party will return or destroy all Confidential Information obtained from the other party and copies thereof.

Either party may use for any purpose without obligation to the other party's information (other than Confidential Information) in non-tangible form, which may be recalled by persons who have had access to the Confidential Information, and which results from work with the Confidential Information.

You agree that, if you dispute any payment(s) made to us, then we will have the right to disclose any information we see fit to any financial service provider(s) involved in processing each disputed transaction, and that the Confidential Information provisions in this Agreement do not apply to our communications with those entities.

Nothing in this Clause will prohibit or restrict our right to provide the same or similar products or services furnished hereunder to other parties. You acknowledge and agree that the restrictions on Confidential Information contained in this Agreement shall not apply to the general knowledge, skills and experience gained by us or our employees while engaged by you.

Sufficient Information

Where relevant, you agree to provide us with sufficient detail about, and access to, your services, policies and systems to enable us to provide the Service to you and, if applicable, your customers.

Non Solicitation of Employees or Contractors

Except for the Service itself, You will not directly or indirectly, during this Agreement and for a period of two years after its expiry or termination solicit, engage, employ, contract or otherwise work in any manner with any person who is or was employed or engaged by us (including our subsidiaries). This obligation applies not only to you but also to each of your Directors and principals (where existent). In the event that You or one or more of Your Directors or principals breaches this section, then You agree to pay us a fee of US$25,000 for each breach (that is, once for each employee) plus any legal costs incurred by us in recovering such fees from you.

You acknowledge that the two-year period mentioned above is no greater than is reasonably required to protect the goodwill in the business.

Password Security

You must keep confidential, all passwords created or used in relation to the Service.

You must not:

make any password created or used in connection with the Service, available to the public or to any other third person;
allow the public or any other third person to access your account, other than as agreed by us.

All passwords provided by you to us are kept confidential. Passwords are only provided to our employees on a need-to-know basis.

Superuser (Root) Access

You may, at your discretion, provide us with superuser (root) access to your server(s). Alternatively, you can provide us with access to a restricted set of superuser commands by using a tool such as sudo if you wish.

Use of Ticket System

If you sign up for a Technical Support or Sales Support plan, we will answer your customers' queries through your ticket system/software if you wish.

The following applies if you choose for us to answer your customers' queries through your ticket software:

You must pay all costs associated with the purchase, upgrade and maintenance of your ticket system/software;
All written queries which you want us to answer on your behalf must be lodged in your ticket system and not through any other method;
When a ticket is lodged in your ticket system, you need to send a notification to us via email (at an address we specify) to inform us that the ticket has been lodged. Most ticket software packages provide facilities for you to do this easily.

Ticket Support

If you purchase a Service Plan from us which includes Ticket Support then the following applies:

We will only answer tickets (or other customer queries) which we receive notifications for. Those notifications must be sent to the address we provide for that purpose, or else the tickets (or other customer queries) will not be answered;
A "ticket" is defined as a single reply from us on a single issue. If a message from a customer contains multiple issues then each issue will be counted as a separate ticket. If we send your customer a message to say that we are investigating their problem and will respond once our investigation is complete, and including no additional information/advice, then that preliminary response does not count as a ticket;
The scope and type of tickets covered is dependent on which Service Plan you have purchased, as defined on our website. For example, under our Sales Force plans, only sales queries are covered and not technical support queries. Similarly, under our Web Host Helpdesk plans we will answer technical support questions but will not carry out system administration work;
If unsolicited email messages, duplicate messages, or any other 'junk' messages, are lodged in your ticket system then we will remove those messages and debit your account 0.2 tickets per removed message;
If we receive multiple notifications in regard to the same ticket (or customer query), then we will handle the ticket/query and apply the appropriate charge to the first notification, and a charge of 0.2 tickets will apply to each of the subsequent notifications;
If we need to refer a query to you, then you will be charged one-third of one ticket for the referral;
If we receive a notification from you (or your systems/software) in regard to a ticket (or customer query) but we are not required to investigate nor act on that notification in any way, then a charge of 0.1 tickets will apply to that notification;
If your customer submits a ticket (or query) which requires only a simple acknowledgement of receipt or minimal courtesy reply, and which does not involve any troubleshooting nor require us to provide the customer with advice of any kind, then a charge of 0.33 tickets will apply to our reply;
We reserve the right to count the number of tickets used in providing the Service. You will accept our counts as final.

Phone Support

If you purchase a Service Plan from us which includes Phone Support then the following applies:

We will only provide phone support to your customers if they call, or are forwarded to, the phone number(s) which we provide for that purpose;
A "call" is defined as a telephone discussion (or other voice-based discussion) lasting at least 15 seconds and no more than 15 minutes. Once the 15-minute mark is exceeded, then an additional ticket will be charged for every additional 10 minutes or part thereof;
Any telephone number(s) which we provide for your customers to contact us cannot be transferred to your direct control under any circumstances and if you cancel service then you will no longer have access to the phone number(s). However, in the event of cancellation we will also discontinue all use of the phone number(s).
Each phone number which we provide for your customers to contact us on is subject to change from time to time. That is, we cannot guarantee that you will have ongoing use of the number and we will not be responsible for any complications or damage which arise as a result of any change(s) to the phone number(s) which we have provided to you. Of course, we will endeavor to keep such changes to a minimum;
We will not make any outbound calls on your behalf unless otherwise agreed by us in writing;
We reserve the right to play recorded messages as we see fit, including but not limited to periods of high call volume and on days where the Service is not provided (Saturdays and Sundays). Such messages will be generic and will not mention our company name nor yours;
Phone Support is provided to your Direct Customers only, and not directly to you or to any third parties. However, if you need to contact your assigned team then you can do so via email, and you can also contact our central help desk team via email;
We reserve the right to terminate any call if we, at our sole discretion, decide that it is reasonable to do so, such as in cases where a customer is being offensive;
You acknowledge that, due to the imperfection of phone technologies, it is possible that some calls will be interrupted or dropped, and that we are not responsible for any complications or damage which arise as a result of such interrupted and/or dropped calls;
We reserve the right to choose whether and when to escalate customer calls to a supervisor or another staff member at our sole discretion;
We reserve the right to decide whether or not a particular issue is covered under "Level 1 Technical Support";
We reserve the right to log the details of calls as we see fit;
We reserve the right to count the number and duration of calls occurring while providing the Service. You will accept our counts as final.

Please note that phone and voice support is not available in relation to our dedicated support, system administration and web development services. For those services, you will need to interact with your assigned staff via instant messenger and/or email.

Call and Ticket Volume Limits

If you purchase a Service Plan from us which includes Phone Support and/or Ticket Support, a maximum number of calls and tickets applies. This maximum number is specified on our website for each Service Plan. The maximum number applies to the combined total number of phone calls and tickets. For example, under the Sales Force 500 plan we will answer a combined total of 500 customer queries (whether phone calls or tickets). The maximum number of calls and tickets is not cumulative, and all unused calls and tickets are forfeited at the end of each monthly billing cycle.

If we determine, at our sole discretion, that you have reached the monthly call and ticket volume limit for your Service Plan, then we will notify you that the limit has been reached and we will discontinue the Service until the beginning of the next billing month. In such cases:

The Service will be deemed to have been delivered in full for the current billing month, and no refund will apply under any circumstances (even upon upgrade to a higher volume plan);
You can arrange for support to resume prior to the next billing month by purchasing an additional/replacement Service Plan, in which case support will re-commence within 24 hours of receiving and accepting your order for the new Service Plan.

BYO Phone Provider

If you choose to avail the "Bring Your Own (BYO) Phone Provider" option, then you have full responsibility for paying all bills and amounts due to that Phone Provider, and you acknowledge and agree that we will not be responsible for paying any such amounts (in whole or in part) under any circumstances.

If your BYO Phone Provider provides an option to make outbound calls then we may, at our sole discretion, use that feature to make outbound calls in relation to the service we are providing to your customers, such as making outbound calls to test that the phone line is working or to call your customers back in relation to their support issues.

We reserve the right to decline to work with any specific Phone Provider(s) as we see fit. For example, we may decline to work with a particular provider if their service is insufficiently reliable and leads to too many dropped or lost calls. If we decline to work with the Phone Provider you have selected, then you would need to sign up with an alternative Phone Provider. Under no circumstances will we be liable for any costs or damages resulting from our declining to work with a particular provider.

Top-Up Bundles

This section relates to the Web Host Helpdesk Top-Up Bundle plan and the Sales Force Top-Up Bundle plan.

Each Top-Up Bundle can be purchased for a once-off fee. Each Top-Up Bundle includes 50 extra support incidents, where an incident is either a phone call or a ticket.

Web Host Helpdesk Top-Up Bundles expire at the end of the current billing month for your main Web Host Helpdesk plan - that is, all unused calls and tickets are forfeited at the end of the monthly billing cycle in which you purchased the Top-Up Bundle. You can only purchase the Web Host Helpdesk Top-Up Bundle if you are currently subscribed to our ongoing/monthly Web Host Helpdesk service.

Sales Force Top-Up Bundles expire at the end of the current billing month for your main Sales Force plan - that is, all unused calls and tickets are forfeited at the end of the monthly billing cycle in which you purchased the Top-Up Bundle. You can only purchase the Sales Force Top-Up Bundle if you are currently subscribed to our ongoing/monthly Sales Force plan.

Support From Us Directly To You

If you require support directly from us, and if such support is covered by the Service Plan you have purchased from us, then your request(s) for support must be lodged via the method prescribed in the "Notice" section of this Agreement.

We will provide support to you as required, within reason, and at our discretion, subject to the limitations applying to your Service Plan as advertised on our site.

We will not provide you with training in server administration or other tasks.

No Third-Party Support

This section applies if your Service Plan requires us to provide support to your customers.

Unless we explicitly agree otherwise in writing, we will only provide support to your Direct Customers and not to customers of any other company/entity. For example, if you have multiple companies then you would need to purchase a separate Support Plan for each company.

We reserve the sole right to decide which customers are Direct Customers and which customers are not.

Time of Support

If you have purchased a Service Plan which covers 24 hours a day then each 24-hour support period will be deemed to start at 6am Indian Standard Time (IST).

Staff Scheduling and Rotation

We endeavour to provide stable staffing but we reserve the right to assign and re-assign staff as we see fit. Changes of staff may occur with or without notice and you agree that we do not need to provide any compensation, refund or reimbursement of any kind if such staff changes adversely affect you.

We reserve the right to assign staff to shift times as we see fit.

You acknowledge that it is our company policy for all staff to rotate shifts once per month and that therefore the daily work period of each individual staff member will vary from month to month. Shift rotations occur around the same date of each month so the first shift rotation may occur at any time during your first month of service and then will generally occur at approximate one-month intervals after that.

Unless you are on a 24-hour/7-day or 24-hour/5-day Service Plan, your daily service period will vary from month to month.

Meal Breaks

All staff are entitled to:

An average of up to 60 minutes of meal breaks per 8-hour shift;
An average of up to 30 minutes of meal breaks per 4-hour shift.

Time spent on meal breaks in accordance with the above entitlements forms part of your paid support period and you will not be reimbursed or refunded in any way for time spent on meal breaks as per the above entitlements.

Number of Working Days

For system administration and web development Service Plans, service is provided five days per week (6am Monday to 6am Saturday, IST).

For Service Plans which include 24/7 ticket support, the ticket support service is provided on a continuous basis (24 hours per day, 365 days per year).

For Service Plans which include 24/5 phone support, the phone support service is provided on a continuous basis (24 hours per day, from 6am Monday GMT+8:00 until 6am Saturday GMT+8:00), except for 10pm 24 December (GMT+8:00) until 6am 26 December (GMT+8:00) and 2pm 31 December (GMT+8:00) until 2pm 1 January (GMT+8:00).

Staff Absences

If your Service Plan requires us to provide 24-hour/7-day or 24-hour/5-day service (as specified in the Service Plan features as advertised on our website) then we will provide replacement staff to ensure ongoing coverage throughout the support period. In all other cases the following applies:

Staff may be absent from work due to leave, sickness, public holidays and other extenuating circumstances;
Replacement staff will not be provided on the day of the absence. Instead, the absence will be recorded so that it can be reimbursed to you at a later time. Such reimbursed days will be referred to as "Make-up Days";
Once you have at least three Make-up Days owing to you, you can request that we work those days. We will then assign staff to work the Make-up Days for you, starting within 14 days of your request for the Make-up Days to be worked. All Make-up Days owing will be worked on consecutive days (excluding public holidays and the regular weekly off day of the staff involved) and no Make-up Days can be saved for later;
Upon service cancellation, we will work all the Make-up Days owing to you immediately following the end of your regular paid-up period. If you ask us not to provide the Make-up Days at that time, then all Make-up Days will automatically be forfeited and will no longer be owed to you;
We reserve the right to assign Make-up Day staff as we see fit;
The staff assigned to work the Make-up Days will be of the same type (e.g. web designer) as the staff member who was absent.

Supervision Level

We provide full supervision of staff assigned to work for you under our 24-hour/7-day and 24-hour/5-day Service Plans.

For all other Service Plans we provide basic supervision only, meaning that we will ensure that your assigned staff:

Attend work punctually and stay for the required hours;
Apply themselves effectively while at work;
Take only the allowed duration of meal breaks;
Comply with our administrative procedures;
And so on.

Furthermore the following applies to all Service Plans except our 24-hour (5 or 7 day) Service Plan:

We do not provide project management services and so you will need to monitor the work undertaken by your assigned staff; and
It is your responsibility to make good use of staff time by assigning sufficient, clearly-defined, appropriate work - charges still apply for time that your assigned staff are sitting idle.

No significantly selective support

This section applies if your Service Plan requires us to provide support to your customers.

The queries you require us to answer on your behalf must be generally representative of your entire query base. In particular, the queries you direct to us must not contain an unusually high proportion of your hardest or most time-consuming queries, or your most challenging customers.

Virus Scanning

We scan incoming and outgoing messages for viruses. However we do not guarantee that every message will be scanned, or that every virus will be detected and removed. Additionally, we reserve the right to remove attachments from incoming and outgoing email messages. Messages we answer on your behalf through your ticket system are not scanned for viruses unless your ticket system includes virus scanning facilities.

Our virus scanning facilities provide a high level of protection against viruses but you acknowledge and agree that you are solely responsible for protecting your and your customers' property and email accounts from virus threats.

Backups

You are responsible for backing up your servers and data.

You are responsible for backing up and storing any works we undertake for you, including but not limited to website designs and computer programs. You acknowledge that we do not have any obligation to keep a copy of work we undertake for you.

Ownership of Work Produced

This section applies to any computer program(s), computer code, website design(s) or graphic design(s) we produce for you in relation to your Service Plan if and only if the Service has been paid for in full. Such works are your property subject to the following restrictions:

Licensing restrictions apply to most images used in website and graphic design work. You must not re-use the images for any other purpose and must not redistribute the images in any way, shape, or form, nor use the images in website templates for multiple re-sale, unless you have our express written permission to do so. Such permission can only be obtained by contacting us through our contact form in the Hub (https://hub.talkntickets.com) and cannot be given by your assigned staff;
Some common, generic computer program functions and subprocedures may be re-used in projects that we undertake for other clients. Examples of generic functions include functions written to trim whitespace from a text string or to validate an email address. You agree that we have the right to re-use generic code in this way, free of cost.

Hardware and Software

You are responsible for all costs associated with the hardware and software you use to provide your products and services, including but not limited to your: server hardware and software; website; ticket system/software; network; billing software; email services; and backup systems.

We will not authorize any charges by third parties on your behalf for hardware and/or software purchases, or related products and/or services.

Server Outages

You agree and acknowledge that, if any server which we are providing support for experiences an outage, responsibility for minimizing the length of the outage rests with you, whether or not you are aware of the outage. Our staff may assist in that process (if such assistance is within the scope of the service we are providing to you) but you agree that we will not be liable for any outage period in whole or in part. You further agree that you will take reasonable steps to ensure that you are notified promptly of any outages via your own monitoring system or a third-party monitoring system. We recommend that you always contact your assigned technicians when an outage occurs.

Acceptable Content

We will not perform any task that will or is likely to require any employee(s) of ours to view or work with content which is sexually explicit, hateful, obscene, offensive, illegal, threatening, racist or contains depictions of nudity.

Notice

You agree to correspond with us via "The Hub" (https://hub.talkntickets.com) or by sending email messages to any email address we specify for that purpose. If we need to contact you for any reason we will do so via email or instant messenger only.

You agree to notify us promptly of any changes to your email address or other contact details.

Money back guarantee

If you cancel the Service within 14 days of the start of this Agreement, and request a refund within 7 days of cancellation, we will refund any unused portion of the payment made by you for the cancelled services within 7 days of your refund request, as long as you have not previously claimed a refund under this clause. That is, we will issue a maximum of one refund per customer.

If you purchase a Service Plan from us which has a monthly maximum call/ticket volume, and if a refund is processed under the 14-Day Money Back Guarantee, the unused portion of the Service used in calculating the refund amount will be deemed to be whichever is the lower of either:

The number of calls/tickets (incidents) remaining as a proportion of the maximum monthly call/ticket volume for your Service Plan; or
The number of calendar days remaining as a proportion of the number of calendar days in the current billing month.

If you purchase a Service Plan from us which does not have a monthly maximum call/ticket volume, and if a refund is processed under the 14-Day Money Back Guarantee, the unused portion of the Service used in calculating the refund amount will be deemed to be the number of calendar days remaining as a proportion of the number of calendar days in the current billing month.

Other than as described in this section, all payments are non-refundable. If however we decide that exceptional circumstances apply then we will provide a refund, or partial refund, at our discretion. Refunds will not be issued for days on which staff were assigned and on duty for you.

Billing Cycle and Payments

Service is provided on a calendar month basis and a payment for one month covers service provided during a period of one calendar month.

For monthly Service Plans, our billing cycle is monthly in advance. Your initial payment is due at the time you open your account.

All prices advertised on our website are in US dollars.

Payments via PayPal

Fees must be paid in US dollars via PayPal (http://www.paypal.com) using PayPal's subscription payment option. That is, you need to authorize PayPal to charge your credit card (or PayPal account) automatically each month on or shortly after the monthly anniversary of your joining date. You agree to become a Verified account holder with PayPal within 30 days of the start of this Agreement, so that we can be confident in the validity of your credit card details. If PayPal are unable to charge you successfully in any month then they will notify you via email, at the address they have on record for you, that their attempt to charge you has failed. After three failures they will automatically cancel your subscription. It is solely your responsibility to update the email address which PayPal have on record for you (in relation to your PayPal subscription) if required. A current PayPal subscription for our Service is required and so if your PayPal subscription is cancelled at any time, we will cease to provide the Service until a new PayPal subscription is in place.

Overdue Payments

If your payment is overdue we will discontinue the Service until payment of all applicable fees is made via one of our supported payment methods.

Allocation of Payments

For each payment you make, we have the sole right to decide which due amount(s) to apply the payment to.

Prices

Prices are subject to change without notice. Any change in monthly fees will apply to your next service period, but will not be payable for your current service period.

Goods and Services Tax (GST)

This section only applies to Australian customers.

Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.

The following items do not include goods and services tax (GST):

the fees payable by you for the Service; or
any other Taxable Supply made or provided by us to you, whether or not in accordance with this Agreement.

If applicable, in addition to the amounts payable in respect of any one or more of the amounts above, you must pay, to us, GST on those amounts, as indicated in a Tax Invoice.

We will provide a Tax Invoice for each payment for you to view and print via our customer centre at https://hub.talkntickets.com.

GST is payable to us by you at the same time as you pay the amounts referred to above to us.

If you fail to remit GST to us as otherwise required by this Agreement, you will indemnify us for any Claim in relation to the GST that you failed to remit.

Cancellation of Service

You may cancel the Agreement at any time by providing us with written authorisation to cease the Service. You acknowledge that our regular fees will continue to apply until you explicitly and unambiguously cancel service and advise us of the date of cancellation (which must be at least one day after the day you explicitly and unambiguously cancel service).

Since all fees are payable in advance, in order to avoid charges for a subsequent billing cycle, you need to cancel the Service prior to the end of the current billing cycle. We recommend that you cancel your PayPal subscription (if relevant) prior to your next billing date, and also advise us of your intentions in writing prior to the end of your current billing cycle so that we know to cease providing the service, and then no further charges will be payable.

We reserve the right to refuse or cancel the Service for any reason, and at our sole discretion.

No service will be provided after your Service Plan has been cancelled, including but not limited to bug fixes, website maintenance and data/file retrieval.

Right to Outsource

At our sole discretion, we may outsource the Service or the performance of any work, or part thereof, relating to the Services to any of our subsidiary companies.

If we outsource any part of the Services or the performance of any part of the work comprising the Services, the terms and conditions of this Agreement will apply mutatis mutandis to the subsidiary company to whom the work or Services have been outsourced. For clarity, this Agreement between you and us will continue on foot and we will hold the rights and obligations of this Agreement on trust for our subsidiary company.

Use of Phone Providers

Telephone services used in relation to our service may be obtained, provisioned and/or arranged, at our discretion, through third-party providers. Such third-party providers will inevitably experience service outages and periods of performance degradation from time to time. You acknowledge that such problems may occur and that they will impact on and/or disrupt the phone service we are providing to you. We are not responsible for such problems and no refunds will be provided in relation to such problems with telephone service providers.

Modifications to Service

We reserve the right to modify or discontinue the Service (or any part thereof) as we see fit, with or without notice. We will not be liable to you or any other party for such modifications to the Service.

We reserve the right to update these Terms and Conditions from time to time. Any updates to these Terms and Conditions will apply to the Service from the time that this Agreement is updated on our website and an email is sent to the email address we have on record for you to advise you that our Terms and Conditions of Service have been modified (whether or not that message is properly received and read by you).

Intellectual Property

You agree to indemnify, hold harmless and defend at your own expense us from and against any and all Claims for infringement of copyright, patents, trade marks, industrial designs or other intellectual property rights issued under the laws of any country where:

the copyright, patents, trade marks, industrial designs or other intellectual property were provided by you; or
you represented, expressly or impliedly, that the copyright, patents, trade marks, industrial designs or other intellectual property were your intellectual property; or
you had asked us to download or otherwise copy or access or use the copyright, patents, trade marks, industrial designs or other intellectual property.

You further agree not to provide us with any item nor ask us to download/access/copy/use any item, including but not limited to images, software, computer code and written material, unless you have the legal right to use those items for the purpose our work relates to.

We undertake to give you prompt notice of any Claim described above that is made against us or any of our subsidiaries, dealers or customers and you will forthwith defend any such Claims and make settlements thereof at your own expense.

You acknowledge that any and all of the copyright, patents, trade marks, industrial designs or other intellectual property rights used or subsisting in or in connection with our business, marketing and/or support material relating to our business and all documentation and manuals relating thereto are and will remain our property and you will not, during or at any time after the expiry or termination of this Agreement, in any way question or dispute the ownership by us thereof.

You will not, during or after the expiry or termination of this Agreement, without the prior written consent of us, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by us.

Severability

If any part of this Agreement is deemed to be unenforceable or otherwise invalid then that will not affect the validity nor enforceability of any other parts of this agreement.

Jurisdiction

This agreement shall be interpreted under the laws of Queensland, Australia, and both parties agree that any legal action or proceedings relating to this agreement shall be settled in the courts and/or tribunals in Queensland, Australia.

Force Majeure

Neither party will be liable to the other party in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of Force Majeure.

Waiver

Failure or neglect by us to enforce, at any time, any of the provisions of this Agreement will not be construed or deemed to be a waiver of our rights hereunder nor in any way affect the validity of the whole or any part of this Agreement or prejudice our rights to take subsequent action.

Headings

The headings of the terms and conditions contained in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

Assignment

You may not assign, attempt to assign nor otherwise transfer any right or obligation arising out of this Agreement without our written consent.

Limitation of Liability

WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF (INCLUDING BUT NOT LIMITED TO DAMAGE, LOSS OR CORRUPTION OF DATA, SERVICE INTERRUPTIONS OR ERRORS, INACCURATE ADVICE PROVIDED TO YOUR CLIENTS, OR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

THE AGGREGATE LIABILITY OF US FOR ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY US UNDER THIS AGREEMENT WILL, IN ANY EVENT, BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY YOU TO US UNDER THIS AGREEMENT FOR THE APPLICABLE PRODUCTS AND/OR SERVICES.

YOU ACKNOWLEDGE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF ANY LIMITATION OF REMEDIES IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN WILL LIMIT YOUR LIABILITY FOR ITS OWN WILFUL OR WANTON CONDUCT.

NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, WHERE ANY ACT OF THE AUSTRALIAN PARLIAMENT IMPLIES ANY TERM INTO THIS AGREEMENT, AND THAT ACT AVOIDS OR PROHIBITS PROVISIONS IN A CONTRACT EXCLUDING OR MODIFYING SUCH TERM, THAT TERM WILL BE DEEMED TO BE INCLUDED IN THIS AGREEMENT, BUT OUR LIABILITY FOR BREACH OF THAT TERM WILL BE LIMITED IN ONE OR MORE OF THE WAYS (AT OUR OPTION) PERMITTED BY SECTION 68A(1) OF THE TRADE PRACTICES ACT 1974 (CTH).

Disclaimer

We make no statement, warranty, representation or promise not expressly set out in the Agreement, or required by law. We expressly disclaim all warranties, representations or promises in relation to the Service.

Signed Copy By Fax and/or Post

You agree at our request, to fax a signed copy of this agreement to our Australian fax number, and/or post two signed copies of this agreement to our Australian postal address, within 7 days of our request.