vRoam
Australia Pty
Ltd ACN 100 588
421 ("vRoam")
will provide you
with the
Services in
accordance with
these Terms and
Conditions, the
Application for
Digital Service
overleaf
("Application"),
collectively
"the
Agreement").
1. Provision
of Services 1.1.
vRoam will
supply digital
mobile
telecommunications
services (the
"Services"),
which may be
varied at any
time in our
discretion
without
reference to
you, on a
digital mobile
telecommunications
network (the
"Network") of a
licensed
telecommunications
carrier
("Carrier") for
the use of the
mobile
telecommunications
apparatus
described in the
Application if
any (the
"Equipment") and
one or more
Subscriber
Identity Module
cards ("SIMcard")
encoded with
information used
to access the
Services.
2.
Commencement
2.1. Our
Agreement
commences on the
earlier of
signing the
Application Form
or first use of
a vRoam supplied
SIMcard and will
continue until
terminated by
vRoam under
Clause 10 or by
you giving to
vRoam at least
45 days' written
notice of
termination,
expiring no
earlier than the
end of the
contract term of
the Agreement
specified in the
Application
("contract
term").
2.2. vRoam
may vary any
term or
condition
contained in the
Agreement on 30
days' written
notice to you.
3. SIMcards
3.1. SIMcards
always remain
the property of
the Carrier.
vRoam may
specify certain
procedures for
activation of
your SIMcard to
protect against
unauthorised use
of a SIMcard.
You must take
all reasonable
care to keep the
SIMcard safe and
in good
condition. You
must immediately
return the
SIMcard to vRoam
upon demand or
if vRoam
suspends or
terminates the
Services. If you
fail to return
the SIMcard to
vRoam within 30
days of a demand
made by vRoam,
you must pay
vRoam's standard
SIMcard
replacement fee.
3.2. You must
notify vRoam
immediately if
any SIMcard is
lost, stolen or
destroyed
(whether
installed or
not).
3.3. You must
obtain vRoam's
express
authorisation
(which may be
conditional on
lodgement of a
security deposit
under Clause 6)
to use the
SIMcard in
countries other
than the
designated
country as
detailed on
Activation Form.
4. Payments
4.1. You must
pay all access
charges, call
charges and
other charges to
vRoam in respect
of the Services
for the term of
the Agreement in
accordance with
the details
notified to you
from time to
time of the
relevant tariff
specified in the
Application (the
"Tariff Plan"),
together with
all taxes,
duties and
levies payable
in respect of
the Services.
You must pay
these amounts
whether or not
the Equipment
ceases to be in
your possession
or control for
any reason.
4.2. You will
be liable for
access charges
during any
period when the
Services have
been
discontinued or
suspended by
vRoam because of
a failure of you
to comply with
the Agreement.
4.3. You will
be liable for
all charges in
relation to any
SIMcard supplied
to you which has
been lost or
stolen (whether
installed in
Equipment or
not) until vRoam
has been
notified of the
loss or theft.
4.4. vRoam
may, by giving
30 days' written
notice to you,
vary the Tariff
Plan whereupon
you will pay
charges in
accordance with
the revised
Tariff Plan.
4.5. vRoam
may immediately
pass on to you
any changes in
Carrier's
charges to vRoam
without notice
to you.
4.6. If we
have agreed to
provide Services
for a particular
term, then the
whole amount
payable for the
whole of the
term that those
Services are to
be provided is a
debt owing to us
at the time of
entering into
the Agreement
for which we may
bill you even if
you cancel the
Services before
the term of the
Agreement ends.
4.7. Where
you request
vRoam to bill
amounts falling
due under the
Agreement to
your nominated
credit card,
whether in the
Application or
otherwise, vRoam
may do so and
you agree that
the nominated
credit card
account will be
operated within
its terms
(including any
credit limit set
by the relevant
financial
institution) so
that vRoam is
paid all amounts
due hereunder;
a. where
amounts remain
outstanding
after 30 days
after the date
of bill we may
debit those
amounts from
your nominated
credit card
account without
further notice
unless we have
received written
notice from you
of a bone fide
dispute of those
amounts; and
b. you
authorise vRoam
to complete and
sign on behalf
of you as your
attorney all
necessary forms
and documents to
facilitate
payment from the
relevant
financial
institution; and
c. you will
remain liable to
vRoam for all
amounts falling
due hereunder
and which are
billed to your
nominated credit
card until vRoam
has been paid in
full for those
amounts.
5. Time for
Payment of
Accounts
5.1. vRoam
will usually
invoice you
monthly in
advance for
periodic charges
such as
connection and
access fees (and
any service fees
if applicable)
and in arrears
for usage
charges for the
Services in
accordance with
the Tariff Plan.
5.2. All
invoices are due
14 days after
the date of
issue of the
invoice. You are
liable to pay
interest on all
overdue amounts
from that date
at the overdraft
rate charged at
the time by
vRoam's
principal
bankers plus 2
per cent per
annum.
6. Security
Deposit
6.1. vRoam
may at any time
require the
payment of a
security deposit
or an increase
in any
previously
provided
security deposit
before providing
or continuing to
provide the
Services. If you
fail strictly to
comply with the
Agreement, vRoam
may use the
security deposit
to meet any
costs, loss or
liability
incurred as a
result. Upon
termination of
the Agreement,
vRoam shall
return to you
any remaining
security
deposit, without
interest.
7. Credit
Check
7.1. Terms
defined in the
Privacy Act 1988
("Act") have the
same meaning in
this Clause.
7.2. You
hereby consent
to the exchange
of personal
information
relating to you
with a credit
reporting agency
at any time
during the term
of the Agreement
for the purpose
of assessing
your application
to vRoam for
credit or
commercial
credit, or
collecting
payments that
are overdue in
respect of
credit or
commercial
credit provided
to you by vRoam.
7.3. You
agree that, at
any time during
the Agreement,
vRoam may obtain
from any person
or body carrying
on a commercial
creditworthiness
assessment
business,
information
concerning your
commercial
activities or
commercial
creditworthiness
for the purpose
of assessing
your application
to vRoam for
credit or
commercial
credit.
7.4. You
agree that, at
any time during
the Agreement,
vRoam may
exchange with
another credit
provider
personal
information
derived from a
credit report or
other report
relating to you
for the purposes
of the
assessment by
vRoam or the
other credit
provider of your
creditworthiness
or the
collection by
vRoam or the
other credit
provider of
monies that are
overdue.
7.5. vRoam
may from time to
time set a
credit limit for
the provision of
the Services to
you. You will be
notified of this
credit limit and
any variation
thereof.
8. Liability
8.1. Because
Services may be
affected by the
level of use of
the Network and
of facilities
related to
providing the
Service, and
transmission and
reception may be
affected or
interrupted in
sheltered,
indoor or
underground
areas, or by
geographic or
climatic
factors, within
the area of
coverage shown
on maps
available from
vRoam, vRoam and
the Carrier do
not warrant that
Services will be
free from
interruptions,
delays or faults
of this kind and
neither vRoam
nor the Carrier
will be
responsible for
any loss or
damage which may
result.
8.2. Except
as provided in
Clause 9.2,
neither vRoam
nor the Carrier
is liable to you
or any other
person for:
a. any cost,
loss or
liability
(including
injury, death,
loss of profit
or other
consequential
damage) arising
out of vRoam's
supply or
failure to
supply the
Services
including any
such costs,
losses or
liabilities
arising as a
result of any
act, omission or
negligence of
vRoam; or
b. the
content or
confidentiality
of any
communications
made over the
Network and you
agree to
indemnify vRoam
and the Carrier
and keep vRoam
and the Carrier
indemnified
against any
costs, claims,
damages,
liabilities or
demands claimed
or made against
vRoam and/or the
Carrier, or
which vRoam
and/or the
Carrier suffer
as a result of
any defamatory
or other
unlawful
comments made
using the
Services
(whether or not
made by you).
8.3. vRoam
have no
liability to you
or any other
person for the
acts or defaults
of Carriers, for
faults or
defects in
Services which
are caused to
any material
extent by your
own conduct or
misuse, or that
arise in
telecommunications
services not
provided under
the Agreement
(even if those
services are
connected to the
Services with
our consent).
8.4. vRoam
and the Carrier
are not liable
for any delay in
correcting any
fault in any
Service, failure
or incorrect
operation of any
Service, or any
other default in
performance
under the
Agreement caused
by any event
reasonably
beyond vRoam's
and/or the
Carrier's
control,
including but
not limited to
war, accident,
act of God,
industrial
action, embargo,
delay or failure
or default by a
Carrier.
9. Warranties
9.1. Except
as provided in
sub-clause 9.2
all terms,
conditions,
warranties,
undertakings,
inducements and
representations,
whether express
or implied,
statutory or
otherwise,
relating to the
provision by
vRoam of the
Services are
excluded and we
will not be
under any other
liability in
respect of any
loss or damage
(including
consequential
loss or damage)
however caused
(whether by
negligence or
otherwise) which
may be suffered
or incurred or
which may arise
directly or
indirectly in
respect of the
Service.
9.2. Where
any applicable
legislation
implies any
term, condition
or warranty into
the Agreement or
vRoam's
relationship
with you, or
otherwise gives
you a particular
remedy against
vRoam, and the
legislation or
any other
legislation
renders void or
prohibits
provisions
excluding or
modifying the
application of,
exercise of, or
liability under
such implied
term, condition,
warranty or
remedy, then to
the extent of
the prohibition
or voidness that
implied term,
condition,
warranty or
remedy will be
deemed to be
included in the
Agreement or, as
the case may
require, apply
to the
relationship
between vRoam
and you.
However, vRoam's
liability for
any breach of
such implied
term, condition
or warranty or
under such
remedy, will be
limited, at
vRoam's option,
in any one or
more of the ways
permitted in
that
legislation,
including, where
so permitted if
the breach
relates to
Services the
supplying of
those services
again or the
payment of the
cost of having
those Services
supplied again.
10.
Termination
10.1. vRoam
may immediately
terminate this
contract if you:
a. breach any
term of the
Agreement
(including any
terms relating
to payment or
use of the
Services) or any
term of any
other agreement
you have with
vRoam;
b. enter, or
threaten to
enter into or
are likely to
become subject
to any form of
insolvency
administration,
whether formal
or informal or
threaten to
cease or are
likely to cease
to conduct any
business carried
on by you in the
normal manner or
being a natural
person, die, or
being a
partnership,
dissolve or
resolve to
dissolve, or
being a
corporation,
become an
"externally-administered
body corporate"
as defined in
the Corporations
Law.
11.
Suspension of
Services
11.1. vRoam
may from time to
time and without
notice or
liability to you
suspend any of
the Services
(and at vRoam's
discretion
disconnect the
relevant
SIMcards from
the Network) in
any of the
following
circumstances:
a. during any
technical
failure,
modification or
maintenance of
the Network (but
in that event
vRoam will
procure
resumption of
the Services as
soon as
reasonably
practicable);
b. if you
fail to comply
with any of
these terms and
conditions
(including
failure to pay
charges due)
until the breach
(if capable of
remedy) is
remedied, or
c. if you do,
or allow to be
done, anything
which in vRoam's
reasonable
opinion may have
the effect of
jeopardising the
operation of
those Services;
or
d. if the
amount
outstanding
under this
Agreement at any
time (whether or
not its payment
has fallen due)
exceeds the
credit limit set
by vRoam under
clause 7.
11.2.
Notwithstanding
any suspension
of any Services
under this
Clause 11 you
shall remain
liable for all
charges due
hereunder
throughout the
period of
suspension
(including
without
limitation all
monthly access
fees applicable
to the Tariff
Plan, and
regardless of
whether or not
any SIMcard has
been
disconnected
from the
Network) unless
vRoam in its
sole discretion
determines
otherwise.
12.
Confidentiality
12.1. vRoam
or the Carrier
retains all
intellectual
property rights
in information
in any form
relating to the
Services, the
design or
operation of the
Network, the
manner in which
vRoam arranges
Services,
charges and
discounts, and
other financial
and technical
information
relating to the
provision of the
Services to you
("Confidential
Information").
You will keep
the Confidential
Information
confidential,
and will not
allow any
written or
electronically
recorded
material to be
copied, and you
will not use
information
which you
acquire from us
for any purpose
unauthorised in
writing by us or
in any manner
which may cause
us loss, whether
by way of damage
to our
reputation,
financial loss
or otherwise.
12.2. On the
termination of
the Agreement
for any reason,
you will destroy
or return to us
all Confidential
Information.
13. General
13.1. vRoam
may exchange
information with
a Carrier
concerning your
account,
including
particulars of
calls and call
charges.
13.2. The
Agreement is
governed by the
laws of New
South Wales.
13.3. The
Agreement
contains the
whole
understanding of
the parties to
the exclusion of
any prior or
collateral
Agreement or
understanding of
any kind
relating to the
Services. You
acknowledge that
you enter into
the Agreement
entirely as a
result of your
own enquiries
and that you do
not rely on any
statement,
representation
or promise by us
or on our behalf
not expressly
set out in the
Agreement.
13.4. The
failure by
either party to
exercise any
right or remedy
under the
Agreement in a
timely manner
does not
constitute
acceptance of
the matter which
gave rise to the
right or remedy,
nor that party's
waiver of such
right or remedy.
13.5. You
will not assign,
charge or
otherwise deal
with your rights
under the
Agreement except
with our prior
written consent.
However, vRoam
may assign all
or any of its
rights and
obligations
under the
Agreement.
