Prodial Customer Relationship Agreement
This Customer Relationship Agreement sets out the Terms and Conditions which Prodial Pty Ltd, A.C.N 118 945 583 (Prodial) has established for the provision of VoIP Telecommunication Services.
By subscribing to our VoIP Telecommunication Services you acknowledge reading, understanding and agreeing to be bound by our Customer Relationship Agreement as set out below.
- Definitions
- Term
- Service Agreement
- Billing and Payments
- Representation and Warranty Limitations
- Customer Commitments
- General Agreement
- Glossary of Terms
1. Definitions
Prodials Customer Relationship Agreement together with any documents referred to comprise the terms and conditions that governs the provisioning by Prodial of services to Customers. Prodial are free to withdraw from a prospective Agreement at any time prior to acceptance. This also applies in the case of any error or inaccuracy in respect of the Service, any description applied to the Service, the availability of the Service or the Service itself.
For specific definitions of language used in this Customer Relationship Agreement please see the glossary at the bottom of this page.
2. Term
The term of this Agreement will be effective beginning on the Effective Date and ending on the expiration, discontinuance and/or termination of Service under all Orders, unless the Agreement is terminated earlier in accordance with the terms herein.
Subsequent terms of the Agreement automatically renew on a monthly basis unless Customer gives us, or Prodial gives Customer, written or email notice of non-renewal at least thirty [30] days before the end of the monthly term in which the notice is given.
3. Service Agreement
Profile shall notify customer as to the date Service is operational and available for your use providing you fulfill all necessary obligations and responsibilities as outlined in this Agreement and there are no delays arising from issues relating to your current relationship or configuration with current provider(s).
Unless you notify us to the contrary within five (5) business days after the Service Start Date, the Service is deemed accepted by you as of the Service Start Date. Any Customer providing their own equipment and not being installed, or operational by the Service Start Date can be grounds for the Service not being delivered by Prodial.
WE reserve the right to vary the composition or characteristics of the network used to provide the Service, including selection of Termination Partner. We do not warrant that we will be able to supply the Service and we will not be liable for any failure to do so, but only to the extent and to the standard our Termination Partner provides those Services to us, those Services will be provided to you. You acknowledge that we will continue to bill you for the Service and you will not hold us, or any Prodial Agent or Termination Partner liable for any claim of damages or loss in the event that the Service does not function due to:
(i) the absence of electrical power;
(ii) interruption or unavailability of your broadband or high-speed internet access as provided by your chosen internet (“ISP”) provider.
PLEASE NOTE: PRODIAL IS NOT AN INTERNET SERVICE PROVIDER.
You acknowledge that our Service does not support the use of premium call phone numbers. These include, but are not limited to, voting and competition lines, psychic and sex services or live advice and chat lines. These premium calls start with the prefix 1900.
Prodial Broadband Voice does not support out dialing systems including medical monitoring equipment, TTY equipment, home security systems, entertainment and satellite television systems. You have no claim against us for interruption or disruption of such systems by our Service.
You acknowledge that we currently do not support or offer Service to countries outside of Australia. You absolve us from any responsibility in the event of removal of Equipment for use in another country. You acknowledge this action voids any and all Prodial warranties and liabilities in relation to this Agreement, all Orders, Equipment and Service. Full liability and responsibility in relation to laws governing the use of the Equipment outside of Australia is transferred solely to you.
Prodial and our Termination Partners will not be held liable for any claim, loss or violation of law or any further consequences resulting therein including, but not limited to, confiscation, damage or loss of Equipment or warranties.
3.3. Transfer from PRODIAL to Another Supplier
If Customer wishes to transfer their services to another supplier, in the instance of termination or discontinuance, you remain responsible to Prodial for any charges billed or payable until such time as the provision of Service ceases by us. The provision of Service ceases when we transfer your Service to another supplier and the other supplier takes over full billing of those services. If after that date, we become aware of any other proper charges for Service, up to and including the date at which the provision of Service ceases, you will pay us all such amounts on receipt of invoice under our normal payment terms.
3.4. Limitation of Liability
This liability section applies only to the extent permitted by law.
Neither Prodial nor any of their directors or employees will be liable to any Customer or any third party, for any loss of any kind including loss of income or profit or loss of actual potential business opportunities, arising out of or in connection with the use of the Prodial Website or Service, except as set out below.
Prodial does not limit its liability for death or personal injury to the extent only that it arises as a result of direct negligence by us (Prodial directors, employees or other representatives).
We do not accept liability (except as set out below) for any errors or omissions and reserve the right to change specifications, descriptions and information of listed products, Equipment, information and Service.
We do not accept liability for any consequential loss, indirect loss, data loss, income or profit loss, loss of or damage to property and/or loss from claims of third parties arising out of the use of the Prodial Website or for any Equipment purchased from our Agents.
4. Billing and Payments
4.1. Charges and Payment
You will be invoiced for all calls, services, usage or other charges on a monthly basis with 7 days trading terms for payment of accounts thereafter. Charges that do not appear on your monthly invoice may appear on future accounts due to processing procedures.
4.2. Payment Method
Payments are ONLY accepted by Direct Debit to Bank Account or Credit Card.
Direct Debit to Bank Account
Customer choosing Direct Debit from their Bank Account must complete the Prodial Direct Debit application form authorising Prodial to collect payment for future Prodial invoices for all charges arising from your use of our Service.
If you wish to cancel, stop or defer a Direct Debit payment you must notify us at least 7 days prior to the next debit day. It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the direct debit request.
If for whatever reason the Direct Debit option is cancelled, the account will be subject to a Monthly Manual Payment Surcharge of $30.00 until such time that alternative direct debiting arrangements are in place.
Direct Debit to Credit Card
Customers choosing this method must provide us with a valid Credit Card. You will authorise Prodial to charge the Credit Card number provided for future Prodial invoices for all charges arising from your use of our Service.
All Credit Card information is kept secure in accordance with our privacy policy and can be accessed and changed within the customers Toolbox account. It is the responsibility of the customer to limit access to only ‘customer authorised’ users of this account. You agree to notify us of any change to your Credit Card information including change of expiration date, billing address, credit limit or closure of account, if in anyway this may alter the funds being drawn for payment of outstanding invoice by the due date. Failure to do so will incure a late payment fee.
We accept Visa, MasterCard and American Express.
All payments made using Visa or MasterCard will be subject to a 2% surcharge. All payments made using American Express will be subject to a 3.2% surcharge.
4.3. Billing
Billing cycle for monthly Service fees commences on the first day of each month.
Invoices will be electronically sent to the designated signature of the customer account. You must pay all invoiced amounts by the date specified on the relevant invoice. Such charges shall include, monthly Service fees, Equipment charges, Call Charges, taxes and any other applicable Charges.
Your first bill will include the service Activation Fees and shall be issued to you on the first day of service activation. If your service is activated in the middle of the billing cycle then your fist invoice will be issued in the beginning of the next billing cycle and will include fees based on a prorated basis to bring your account inline with the beginning of the new monthly billing cycle.
4.4. Late/Non-Payment
Accounts overdue by between 1 and 14 days will be charged $30.00. Accounts 15 days overdue will be charged a further $50.00 We may charge you interest on overdue amounts at 3% above the per annum National Australia Bank Overdraft Reference rate applicable at the date of the bill calculated daily.
late payment fees may also incure where your Direct Debit Account may have insufficient clear funds. We shall not be responsible for any charges which may be charged to you by your financial institution for exceeding credit limit, insufficient funds or other reasons.
late payment fees will also incure where your Credit Card status may have changed; this includes but is not limited to delays because of insufficient funds, expired, lost or stolen Credit Cards. We shall not be responsible for any charges made by the Credit Card issuer to your Credit Card account for exceeding credit limit, insufficient funds or other reasons.
No suspension or termination of Service or of this Agreement shall relieve you from paying any amounts due.
If you fail to pay amounts due in a timely manner, we may assign the account for collection to a collection agency which may pursue claims in court, in which case you will be liable to Prodial for any and all costs and/or expenses incurred.
4.5. Taxes
All such taxes shall be paid by Customer and will be added to any amounts unless you provide Prodial with an appropriate exemption certificate. If any amounts paid for the Services by you are refunded by us, applicable taxes may not be refundable. You must pay the GST or reimburse us for any GST paid or payable by us.
4.6. Customer Information Updates
Customer acknowledges that maintaining accurate and up-to-date details of your Prodial account, via the account TOOLBOX page on the Prodial Website, are solely the responsibility of you and as such will be updated in an accurate and timely manner.
This includes, but is not limited to, details provided on the Payment Form, Credit Card details, business physical address, authorized personnel details and access passwords.
You are to ensure Prodial that our ability to contact you is not impeded and we do not encounter difficulties or delays in processing Direct Debit payments.
4.7. OFF NET Call Charges
Every call to or from the Equipment providing the Service that originates or terminates in the Public Switched Telephone Network (“PSTN”), including other VoIP networks, is subject to the then applicable call charges that are associated with the Service.
Calls to a phone number outside Australia will be charged at the Call Charges published on the Prodial Website.
The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call, taxes and surcharges includes a fraction of a cent, it is rounded up to the nearest whole cent.
When you dial an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by you to an International mobile or International premium rate telephone number, rather than International land line, may result in higher Call Charges.
4.8. Call Rate Changes
Prodial may change prices for Call Charges from time to time and without any advance notice. In the event of a change in prices or call charges, we will post such changed rates to the Website currently located at www.prodial.com.
4.9. Termination/Cancellation/Discontinuance of Service
You may terminate our service only when the balance is at a nil value and will include the Service fee for the full monthly billing cycle, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month’s charges to the end of the then billing cycle, including all unbilled charges, all of which immediately become due and payable.
In such an event, in addition to paying for all Charges incurred through the date Service is discontinued, Prodial reserves the right, at our sole discretion, to terminate, suspend or change Service without advance notice for any reason, including :
(1) misuse of Service in any way,
(2) your failure to pay any sum due,
(3) suspected fraud or other activity by you that adversely affects Service, us, our network or other Customer use of Service,
(4) any other Customer breach of Agreement.
We reserve the right to determine, at our sole discretion, what constitutes misuse of Service and you agree that our determination is final and binding on you.
In addition to any other remedies available, Prodial may immediately terminate Agreement and Service in the event of a Customer breach of the Software License, or of any other Agreement between the parties. A Customer breach includes, but is not limited to, the following:
(i) Customer insolvency;
(ii) appointment of a receiver or trustee for you;
(iii) initiation of proceedings by you in voluntary bankruptcy;
(iv) initiation of proceedings against you in involuntary bankruptcy which are not dismissed within sixty (60) days of initiation;
(v) non payment of amounts due to us for Service under this Agreement or under any other Agreement between you and us if payment is not received by Prodial within ten (10) days following the due date.
Upon any termination, the Customer shall:
(i) pay Prodial for all Charges incurred by you through to the date Service is discontinued.
Upon termination of Service, you shall relinquish and discontinue use of any voice mail access numbers and/or web portals assigned to you by us or our Line Partners.
4.10. Returns and Adjustment
Customer accepts responsibility for all costs related to shipping any Equipment being returned to Prodial agent installers. All returns must be in original packaging or equivalent.
4.11. Billing Disputes and Claims
Customer disputing any matter with the broadband telephony service provided by Prodial must do so in writing within thirty (30) days of the date to our Sales Manager or you waive any objection and further recourse.
If you dispute any Payments Due, you are required to pay any outstanding invoice, with a refund being made in the event that your dispute is accepted. We will inform you of the results of the dispute.
Written statements disputing charges must be sent to:
Accounts Manager
PRODIAL Pty Ltd
Suite 18, 10 Johnson St
Peppermint Grove
Western Australia 6011
or emailed to
4.12. Consumer Protection
You acknowledge and understand that the Service is not a PSTN telephone service and is subject to different regulatory guidelines.
A copy of the Customer Service Guarantee (CSG) can be found on the Australian Communication Authority’s Website located at www.aca.gov.au
5. Representation and Warranty Limitations
PRODIAL represents and warrants to Customer that:
(i) We will provide Service using reasonable care and skill and in accordance with the Service Level Agreement; and
(ii) We have the requisite corporate power and authority to execute, deliver and perform our obligations under this Agreement.
Note: The warranties in this section are the exclusive warranties from Prodial. They replace all other warranties.
We do not warrant uninterrupted or error-free operation of any Service or that we will correct all defects.
5.1. Technical Support
We provide technical support for Service and Equipment via telephone and e-mail, via the fault report and enquiries section of the Customer Toolbox on the web-site. Our preferred option is for you to email to Prodial fault reports and technical enquiries through the toolbox page. This service is only for subscribed Customers paying in good standing.
Technical support for Telephone hardware and cabling installed or supplied by Prodial installation Agents and installation Partners will be agreed upon between you and those Agents and Partners who install them. We do not provide support for those particular hardware and installation applications.
You agree to provide access to your premises for our installation agents as outlined in the Prodial VoIP Service Level Agreement.
6. Customer Commitments
6.1. Customer Responsibilities
Customer will comply with its responsibilities to support the Service as specified in all applicable Orders. This includes, but is not limited to, providing all necessary information and authorisation to enable full implementation of Prodial Service.
You must on occasion grant access to business facilities either before or after business hours for system installation and maintenance. Such responsibilities are to be performed at no charge to us. Our obligations are contingent on you meeting your responsibilities.
Your responsibilities include:
(i) not to use any of the Prodial Service for illegal or illicit purposes,
(ii) to perform your obligations in compliance with all applicable laws,
(iii) to have the authority to perform your obligations under this Agreement,
(iv) to have no contractual or other obligations that
(a) restrict or prohibit your performance of this Agreement, or
(b) you will breach in connection with the performance of this Agreement.
You acknowledge that it is your responsibility to determine whether the Service will meet your capacity, performance or scalability needs.
You are responsible for planning for, and for requesting changes to, any additional capacity required to support anticipated peaks in demand that may significantly increase telephony demand, transaction volumes, or otherwise increase system resource utilisation.
This includes, but is not limited to, you complying with the minimum ADSL bandwidth to accommodate the Service, as documented in the QoS Documentation available on the Prodial website.
You shall use reasonable measures to care for and safeguard all Equipment used in the performance of the Prodial Service.
6.2. Compliance
Customer agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Service is used.
6.3. Provision of Equipment
To provide Service, Prodial may provide equipment to Customer. Our liability for delivery shall cease, including title (if applicable) and all risk of loss or damage shall pass to you upon delivery by our Certified Installer or Courier.
You will be provided a twelve (12) month manufacturer warranty from the date of purchase of Equipment. You shall be required to obtain authorisation from us to return any Equipment. We will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. We will not cover replacement for lost, stolen or modified equipment. Equipment returned by you, but not covered under warranty, may be refused by us and you will be responsible to pay return shipping charges.
6.4. Office located IP PABX, Non-certified VoIP Modems and Router Equipment
The Customer will ensure that all VoIP Modems, VoIP Router and IP Telephones are programmed as specified by Prodial to provide its service. Any equipment at your premises used to provide Prodial Voice Service to you, which has not been supplied through a Certified Prodial Installer, will not be the responsibility of Prodial or its Installation Partner.
A Certified Prodial Installer will be contracted with regards to program settings to activate the Prodial service. Please note that Prodial Service Level Agreements only apply in cases where router equipment used to provide Prodials Voice service are supplied by Prodial Installation Partners.
6.5. Prohibited Uses
Any use of the Prodial Service or any other action that causes a disruption to the network integrity offered by Prodial or its Termination Partners, whether directly or indirectly, is strictly prohibited and could result in termination of the Service, and will be determined at the sole discretion of us. Customer understands that neither Prodial nor our Termination Partners are responsible for the content of the transmissions that may pass through the Internet and/or Voice Service.
You agree that you will NOT use the Service in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network or otherwise cause loss, liability or expense to Prodial or any Prodial termination Partner.
You agree and represents that you are purchasing Prodials Services for your own use only, and shall not resell, transfer or make a charge to the Prodial Broadband Voice Service in any way.
7. General Agreement
7.1. Headings
The headings of the various sections of this Agreement have been inserted for convenience only and shall not affect the interpretation of this Agreement.
7.2. Survival
Any of these General Terms, which by their nature extend beyond the Agreement termination or expiration, remain in effect until fulfilled and applied to both Customer’s and Prodial respective successors and assignees.
7.3. Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby, so long as the remaining provisions of this Agreement still express the original intent of the parties. If the original intent of the parties cannot be preserved, this Agreement shall either be renegotiated or terminated.
7.4. Transfer of Agreement
Customer must contact us in writing within 7 days of the event of any change in ownership of the business or authorizing officers party to this agreement. Failure to do so in no way waivers the right of your company obligations towards any part of this agreement
Prodial may assign any or all of our rights and obligations in whole or in part, to any affiliates or to a successor organization by merger or by acquisition of its stock or assets, without the consent of you under this Agreement at any time, by notifying you in writing of same. We are also permitted to assign our rights to payments under this Agreement without obtaining your consent.
7.5. Force Majeure (Events Beyond Our Control)
Except for payment obligations hereunder, neither party is responsible to fulfill its obligations to the extent due to causes beyond its reasonable control, such as, for example only, accidents, riot, government intervention, embargoes, strikes, labor difficulties, fires, floods, storms, earthquakes, terrorism, war, Equipment failure, late delivery by suppliers or other difficulties Prodial may experience that may occur in spite of our best efforts.
7.6. Waiver
The failure of one party to insist upon strict adherence to any General Terms of this Agreement on any occasion shall not be considered a waiver. Any waiver must be in writing and signed by an authorised representative of the waiving party.
7.7. Notices and Communication
Prodial communicates with Customers primarily via email. Notices to you shall be sent to the email address specified by you at the time of registration of Service or as subsequently specified by you in any Orders or forms.
You are responsible for notifying us of any Email Address changes.
You are required to update any changes to your email or address on our Website Customer Account TOOLBOX.
You agree that sending a message to the Email Address is the agreed method of providing notification.
Email is used to communicate important information about Service, Billing, changes to Service and other information.
The information is time-sensitive in nature, and as such it is required that you read any email sent to your email address in a timely manner in order to avoid any potential Interruption in Service provided hereunder.
All notices and deliveries required or permitted to be made hereunder shall be effective when delivered to the recipient. If the last day within which the notice required or permitted to be given falls on Saturday, Sunday or a holiday, the time for giving such notice shall be extended until the next business day.
7.8. Geographic Scope
Although it is possible that Customer infrastructure may be accessed outside of Australia, Prodial delivery of Service will only occur within Australia, and our obligations are valid only in Australia.
7.9. Modification of Customer Relationship Agreement
Prodial reserves the right to modify General Terms of this Agreement at any time without prior notice. Any modification of these General Terms will be deemed to be effective from the date and time of posting on our Website. These General Terms will apply to your account, with no additional notice being given. They will supersede any other terms and conditions in whatever form given.
7.10. Entire Agreement
Customer and Prodial agree that this Agreement, including the General Terms and applicable Orders, is the complete Agreement between the parties relating to our services. The General Terms of this Agreement, along with updates posted on the Website, currently located at http://www.prodial.com.au, constitute the entire Agreement.
You agree to indemnify, and agree to keep indemnified, us from and against all actions, claims, suits, demands, liabilities, costs or expenses arising out of or in any way connected to your use of the Internet Access. This indemnity is a continuing obligation separate from your other obligations under the Contract and will continue despite termination of the Contract for whatever reason.
The persons signing this Agreement on behalf of you warrant that they have full power of authority to bind you in respect of this Agreement.
7.11. Confidentiality
The Customer will keep all information supplied by Prodial confidential. We will keep confidential all information supplied by you, except for the purposes of recovery of amounts owed to us. For further details of our confidentiality policies please refer to Prodial Privacy Policy on our website.
7.12. Acknowledgement
The Customer allows Prodial to include its name on our customer listing. You acknowledge that you have read and understood, and agree to our terms and conditions.
8. Glossary of Terms
Account Type
Refers to the service chosen by Customers who subscribe to Prodial including:
Prodial Virtual Office, Prodial Office Direct, Prodial Home Connect Services and includes pricing structures associated with Account Setup Fee, Monthly Account Fee, Virtual Line Fee including Call Usage Costs and general Prodial Terms and Conditions.
Account Fee
Refers to a fee that is charged to retain use of your account number and remain a subscriber of the Prodial network.
Activation Fees
The fee required to for the account setup and commencement of service.
Application Form
Refers to the form containing Customers personal Details, payment methods and Account Type
Authorized Officer
A person authorised to act as a representative of Prodial Pty Ltd.
Broadband
Means an ADSL, SHDSL or CABLE connection capable of delivering a range of voice, video and data services to your Home or Business simultaneously.
Confidentiality
All information and knowledge relating to Prodial or which comes into your possession from any source, or information which is treated by Prodial as confidential regardless of its form, or which is designated by its nature as confidential, but excluding information that is in the public domain.
Contract
Means the contract between Prodial and our Customer once the Application for services has been accepted by Prodial.
Customer
Refers to the customer of Prodial named in the Application Form, and includes any person using the Customer Account.
Downtime
Means periods of unavailability of the Prodial service.
Effective Date
The commencement date of service which Prodial and you have agreed upon.
Telephone Extension
Refers to the handset extension which can be in a home office or part of
Internet Access
Means connection to the world wide web.
ISP
Stands for internet service provider.
Fee
Means a sum charged by Prodial to customers.
Free call
Means an ON NET call from one Prodial user to another Prodial user; and makes no reference to any fees that customers may be charged by their ISP for either their broadband connection or data transfer.
Force Majeure
A natural and unavoidable catastrophe that interrupts the expected course of events
Termination Partners
Refers to Prodial Strategic Partners supplying routing or termination services to Prodial.
Late Payment Fee
Fee incurred when required payment has not been met by due date.
PABX
Stands for ‘Private Automatic Branch Exchange’, which is a telephone exchange operated within an organisation, used for switching calls between internal lines and between internal and PSTN lines.
PSTN
Stands for ‘Public Switched Telephone Network’. It is the collection of interconnected systems operated by the various telephone companies and administrations around the world. Also known as the Plain Old Telephone System (POTS).
IP PABX
Describes IP Centrix Hosted PABX services provided by Prodial Pty Ltd.
Prodial Agent Partners / Prodial Value Added Partners
The agents, enterprises or installers who have binding agreements to provide Prodial product and installation services to customers.
Payments Due
Means any invoiced amount issued to customers by Prodial for both Pre-Paid or Post- Paid services outlined in the Account Contract
Provisioning
Means the time necessary to complete any installation of Prodial services and excludes connection of Broadband Connections or Telephone hardware provided by non Prodial accredited installers.
Setup Fee
Refers to a once off Fee stated on the Application Form
Soft Phone
A virtual phone on the computer which allows user to call from PC to PC and PC to landline.
Special Conditions
Are referred to on the Application Form, which may or may not impose additional fees.
Service Modification
Means where a customer has requested a change of service. This can be for New Virtual lines, New Extensions or New IP Centrix features for their service.
Suspension
Means temporarily withdrawing access to the Prodial Broadband Voice service.
Service Termination
Means the process of Prodial ceasing to provide telephony services to subscribers.
