Seglo Phone Terms of Service

Provider: SEGLO PTY LTD (ABN 65 694 776 488) ("Seglo", "we", "us", "our")

These Terms and Conditions ("Terms") govern the Client's access to and use of the Seglo Phone software platform (the "Platform"). Seglo Phone is a separate product from Seglo's appointment and business-management platform, and is governed by these Terms independently. By accessing or using the Platform, the Client agrees to be bound by these Terms.

1. Definitions and Interpretation

1.1 "Client" means the person or entity that registers for or uses the Platform. 1.2 "Authorised User" means any individual the Client permits to use the Platform under the Client's account. 1.3 "Client Content" means all communications, messages, voice data, metadata and other material transmitted, generated or routed by the Client or its Authorised Users through the Platform. 1.4 "Telecommunications Service" means any carriage service (voice, SMS, MMS or data) supplied to Seglo by the Carrier and resupplied by Seglo to the Client under these Terms, together with any telephone number allocated to the Client. 1.4A "Carrier" means the licensed Australian carriage service provider from which Seglo acquires the underlying carriage service. As at the effective date of these Terms the Carrier is Crazytel (CRAZY TELECOMMUNICATIONS PTY LTD, ABN 66 629 066 771). Seglo may change the Carrier, on notice to the Client under clause 18. 1.4B "Service Address" means the physical street address at which the Client's Telecommunications Service is installed and ordinarily used, as notified by the Client to Seglo and recorded against the Client's number. 1.5 "Fair Use Policy" means the acceptable use rules in clause 4. 1.6 "ACL" means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

2. Nature of the Service — Software Platform and Resupplied Carriage

2.1 Seglo provides (a) software infrastructure, user interface, application logic and cloud hosting, and (b) a Telecommunications Service acquired from the Carrier and resupplied to the Client under the Seglo brand. Seglo is the Client's point of contract, billing and first-line support for both.

2.2 Carrier disclosure. The underlying carriage service is supplied by the Carrier. Seglo does not own or operate a carrier network. The Client acknowledges that Seglo has disclosed the identity of the Carrier, and that information about the Client and its service may be exchanged between Seglo and the Carrier for the purposes of provisioning, fault resolution, regulatory compliance and complaint handling.

2.3 Seglo does not own, control, guarantee or warrant the availability, coverage, reliability, quality, latency or continuity of the Carrier's network. Seglo will use reasonable endeavours to pursue any network fault with the Carrier on the Client's behalf and to keep the Client informed of progress. Nothing in this clause limits the Client's rights under clause 12.

2.4 Numbers. Telephone numbers allocated to the Client are held on Seglo's account with the Carrier. Subject to clause 2.5, the Client has the exclusive right to use each number allocated to it for the duration of these Terms, and Seglo will not reallocate a number that is in use by the Client.

2.5 Porting. On termination, and at any other time on the Client's request, Seglo will co-operate with a valid port-out request so that the Client may transfer its number to another provider. Porting is subject to the applicable industry porting process and the Client providing the authorisations and accurate account information that process requires.

2.5A Outstanding amounts do not block a port. Any amount owed by the Client remains payable and may be recovered separately, but will not be used to refuse or delay a valid port-out request.

2.5B Porting a number IN to Seglo. Where the Client asks Seglo to transfer ("port in") an existing number from another provider:

• (a) the Client warrants that the losing-carrier details it supplies — the current provider, account number, account holder, service address and any account PIN — are complete and accurate, and that the Client is entitled to transfer the number;
• (b) the Client authorises Seglo to submit, on the Client's behalf, a Letter of Authority (LOA) and a port request to the losing carrier and to the Carrier, and to provide the details in paragraph (a) as part of that request;
• (c) the Client acknowledges that the transfer is subject to the applicable industry porting process and the losing carrier, and that the losing carrier or that process may reject or delay the transfer — for example where details do not match the losing carrier's records, the account is not eligible to port, or the number is subject to a contract or hold. Seglo does not control and does not warrant the outcome or timing of a port in; the timeframe stated in the Critical Information Summary is an estimate only; and
• (d) the Client's existing service continues with the losing carrier until the port completes.

2.5C Setup fee on a failed port-in. The $149 setup fee is fully refundable up until Seglo submits the Client's port request to the Carrier. If a port in that Seglo has submitted is subsequently rejected or cannot be completed for a reason not caused by the Client, Seglo will, at the Client's election, either re-submit the request once the issue is resolved or refund the setup fee. Where a port in fails because the information the Client supplied under clause 2.5B(a) was inaccurate or incomplete, the Client may correct it and Seglo will re-submit; Seglo's own work already performed is not refundable in that case except as required by the ACL.

2.6 Suspension or termination of the Client's account under clause 9 may suspend or terminate the Telecommunications Service, including the Client's ability to make and receive calls on its allocated number.

3. Client Telecommunications Responsibilities

3.1 The Client warrants that its use of the Telecommunications Service complies at all times with:

• (a) the acceptable use and fair use policies of the Carrier, as notified by Seglo from time to time and passed through under these Terms; and
• (b) all applicable Australian laws, including the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Privacy Act 1988 (Cth) and the Telecommunications Act 1997 (Cth).

3.2 The Client is responsible for all usage charges incurred on its Telecommunications Service, including excess usage, and for any throttling, suspension or penalty imposed by the Carrier arising from the Client's use.

3A. Service Address and the Integrated Public Number Database

3A.1 As a condition of supply, the Client must provide Seglo with a complete and accurate Service Address, together with the name of the person or entity responsible for the Telecommunications Service. Seglo will arrange for the required customer and service information to be provided to, and maintained in, the Integrated Public Number Database (IPND) — either directly or through an authorised data provider — as required under the Telecommunications Act 1997 (Cth) and associated instruments.

3A.2 If the Client relocates, or if the Service Address otherwise becomes inaccurate, the Client must notify Seglo without delay. The Service Address is the location available to emergency services when a call is made from the Client's number (clause 5.3), and the IPND record is also relied on by law enforcement and directory operators. An inaccurate record may cause emergency services to be directed to the wrong place.

3A.3 Seglo may decline to provision, or may suspend, a number where the Client has not supplied a verifiable Service Address.

3A.4 The Client may elect whether its details are listed in, or omitted from, public directories derived from the IPND. Unless the Client elects otherwise, its number will be recorded as unlisted.

4. Acceptable Use and Fair Use Policy

4.0 The unlimited standard Australian calls, SMS and MMS included in the Client's plan are provided under a fair-use basis. The rules in this clause 4 are set out in full in the Seglo Phone Acceptable Use Policy at seglo.ai/phone/acceptable-use, which forms part of these Terms and is the "Fair Use Policy" referred to throughout them. If there is any inconsistency between that Policy and this clause 4, this clause prevails.

4.1 The Platform is provided for legitimate, day-to-day business communication. The Client and its Authorised Users must not use the Platform, and must not permit the Platform to be used, for:

• (a) bulk or unsolicited marketing campaigns;
• (b) unsolicited, deceptive, abusive or unauthorised automated communications, or automated communications that are not expressly supported or approved by Seglo;
• (c) sending unsolicited commercial electronic messages, or any message that contravenes the Spam Act 2003 (Cth) or the Do Not Call Register Act 2006 (Cth), including any message sent without the recipient's consent or without a functional unsubscribe/opt-out facility;
• (d) any conduct that breaches the Carrier's fair use or acceptable use policy;
• (e) presenting, or causing to be presented, any calling line identity the Client is not authorised to use; or
• (f) any unlawful, fraudulent, abusive or high-volume use.

4.1A Transactional and service communications are permitted. Clause 4.1 does not prohibit transactional or service-related communications expressly supported by the Platform — including appointment confirmations and reminders, account and booking notifications, one-time codes, voicemail and missed-call notifications, and communications requested by the recipient — provided they comply with applicable law and any usage limits notified by Seglo.

4.2 The Client must hold and maintain all consents, permissions and other lawful bases required for each communication it sends via the Platform, having regard to the nature and purpose of that communication, and must maintain accurate records of any consents it relies on.

4.3 A breach of this clause 4 is a material breach of these Terms.

5. Emergency Calls (000 / 112 / 106)

5.1 The Service carries calls to 000 and 112. Those calls are passed to the Carrier's network in the ordinary way. 106 is not carried as a voice call — see clause 5.3B.

5.2 The Client must still maintain a separate means of contacting emergency services — a mobile phone or a standard telephone line — at every location where the Service is used. The Service depends on mains power, internet connectivity and the Client's device, and none of those can be relied on in an emergency.

5.3 Location. The Service is nomadic — it may be used from any location. Where an emergency call is carried, the location available to the emergency service organisation is the Service Address recorded against the Client's number under clause 3A, not the place the call is actually made from. A caller who is somewhere else must be able to say where they are. Keeping the Service Address accurate is the Client's obligation under clause 3A.2.

5.3A The Service is delivered over the internet and is not a substitute for a standard fixed telephone line. It will not operate during a power failure, an internet outage, or a failure of the Client's device or network.

5.3B 106 (text-based emergency relay). The 106 text-based emergency relay service for people who are deaf or who have a hearing or speech impairment is handled separately and is not carried as a voice call by the Service. The Client must not rely on reaching it through the Service, and a person who relies on 106 must continue to use a service capable of carrying it. Seglo will notify the Client of the 106 arrangements in force.

5.4 Emergency calling arrangements depend on the technical configuration and capabilities of the underlying Telecommunications Service and may change. Seglo will notify the Client of the arrangements in force, and of any change to them, before activation and on request. Clauses 5.1 to 5.3B state the position in force at the effective date of these Terms.

5.5 The Client must ensure that each of its Authorised Users is made aware of clauses 5.1 to 5.4 before being given access to the Service.

5.6 To the maximum extent permitted by law, and subject to clause 12, Seglo is not liable for any inability to reach emergency services through the Service.

6. Data, Encryption and Recording

6.1 Seglo applies industry-standard security measures designed to protect Client Content, including encryption in transit and encryption at rest where technically applicable and supported by the relevant system.

6.2 No routine content monitoring. Seglo does not routinely access or review the substance of the Client's communications, and its automated compliance systems operate on metadata and traffic data only (see clause 7). Access to content may occur where initiated or authorised by the Client, where reasonably necessary to provide support, to investigate a security incident or abuse report, or to maintain the Service, or where required to comply with a lawful request.

6.3 Recording consent. Where the Client uses the Platform to record calls or messages, the Client is solely responsible for complying with all applicable surveillance devices and listening devices laws, including obtaining any consent required in the relevant State or Territory.

6.4 Seglo handles personal information in accordance with the Privacy Act 1988 (Cth) and the Seglo Phone Privacy Policy. As between the parties, the Client is the entity responsible for the lawful collection and use of Client Content.

7. Monitoring — Metadata and Traffic Analysis

7.1 Seglo employs automated systems to monitor usage patterns, message velocity, volume, frequency and metadata — not the content of communications — solely for the purposes of:

• (a) network and infrastructure security;
• (b) ensuring the stability and integrity of the Platform; and
• (c) enforcing the Fair Use Policy and preventing spam and abuse.

7.2 Seglo may apply reasonable security and abuse-prevention thresholds without prior notice where necessary to protect the Platform, the Client's account or a telecommunications network. Any ongoing limit that materially affects ordinary permitted use will be disclosed to the Client.

8. Account Security and Credentials

8.1 The Client is responsible for maintaining the confidentiality and security of its and its Authorised Users' login credentials.

8.2 The Client is responsible for all activity that occurs under its account, and must promptly notify Seglo of any suspected unauthorised access or compromise. On becoming aware of a compromise the Client must immediately revoke the affected Authorised Users, credentials and API keys.

8.2A Compromised credentials and fraudulent traffic. Where Seglo detects unusual or apparently fraudulent traffic on the Client's account, Seglo may apply a temporary limit or suspension under clause 9.1A and will notify the Client as soon as practicable. Usage charges incurred through unauthorised access remain the Client's responsibility, except to the extent the unauthorised access was caused by Seglo's own act, omission or breach, or the Client notified Seglo of the compromise and Seglo failed to act within a reasonable time.

8.2B Number authority. The Client warrants that it is authorised to use, port and present each number it asks Seglo to supply, port or configure, that the information it provides is accurate, and that the person giving those instructions is authorised to act for the Client.

8.3 To the maximum extent permitted by law, Seglo is not liable for any loss arising from the Client's failure to secure its credentials, including any fraudulent or abusive traffic, carrier action, or third-party claim resulting from account compromise.

9. Suspension and Termination

9.1 Immediate suspension. Seglo may immediately suspend or terminate the Client's access to the Platform, without prior notice, where Seglo reasonably suspects that:

• (a) the Client's usage threatens the security, stability or integrity of Seglo's infrastructure or any third-party network;
• (b) the Client's usage is unlawful or fraudulent, or exposes Seglo to legal or regulatory risk;
• (c) the Client has materially breached the Fair Use Policy (clause 4); or
• (d) Seglo receives an abuse complaint, or a suspension, blocking or take-down request, concerning the Client from any third party, message recipient, carrier or telecommunications provider.

9.1A Suspension is protective, not final. A suspension under clause 9.1 is a temporary measure imposed where reasonably necessary to prevent imminent harm, unlawful activity, fraud, security compromise or material network abuse. Seglo will review the circumstances promptly and, where lawful and practicable, notify the Client of the reason for the suspension and the steps required to restore the Service. Receipt of an unsubstantiated third-party complaint is not, of itself, a ground for termination under clause 9.1.

9.2 Other breaches. For any other breach of these Terms, Seglo will give the Client written notice describing the breach and a reasonable period (at least 7 days) to remedy it before suspending or terminating, unless the breach is not capable of remedy.

9.3 Termination for convenience. Either party may terminate for convenience on 30 days' written notice.

9.4 Refunds on termination. Where Seglo suspends or terminates for the Client's breach under clause 9.1 or 9.2, or the Client terminates without cause, prepaid fees are non-refundable except as required by law. Where Seglo terminates for convenience, or suspends or terminates for a reason not caused by the Client's breach, Seglo will refund prepaid fees for the unused portion of the then-current term on a pro-rata basis.

10. Effect of Termination — Data Return and Deletion

10.1 On termination, the Client may, within 30 days, request an export of Client Content in a machine-readable format.

10.1A Numbers on termination. The Client's right to port its number under clause 2.5 survives termination. The Client must initiate a port-out request within 30 days of termination; after that period Seglo may release the number back to the Carrier, and the number may become unrecoverable.

10.2 After that period, Seglo will delete or de-identify Client Content within a reasonable time, except where retention is required by law or to resolve an active dispute. Seglo is not obliged to retain Client Content after that period.

10.3 Termination does not affect any rights or obligations that accrued before termination, or any clause intended by its nature to survive termination (including clauses on fees, liability, indemnity and intellectual property).

11. Fees, Billing and Refunds

11.1 The Client must pay all subscription and usage fees when due.

11.2 Fees comprise (a) a subscription fee for the Platform software licence and hosting, and (b) usage charges for the Telecommunications Service resupplied by Seglo, including call and message charges and any number or service rental. Usage charges are billed at the rates published by Seglo from time to time.

11.3 Seglo may vary usage rates on 30 days' written notice. If the Client does not accept a variation, it may terminate under clause 9 before the variation takes effect, and clause 2.5 (porting) applies.

11.4 Non-payment may result in suspension of the Telecommunications Service under clause 9, including the Client's ability to make and receive calls.

11.5 Unless expressly stated otherwise, all fees and charges are exclusive of GST.

11.6 Payment assistance. If the Client is experiencing financial difficulty, it may contact Seglo to request payment assistance. Seglo will assess and manage the request in accordance with its Payment Assistance Policy at seglo.ai/phone/payment-assistance, and with applicable telecommunications laws. Nothing in these Terms permits Seglo to suspend or terminate a service contrary to those obligations.

11.7 Except as provided in clause 9.4, or as required by the ACL or other non-excludable law, fees are non-refundable.

12. Australian Consumer Law

12.1 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred on the Client by the ACL or any other law that cannot lawfully be excluded, restricted or modified ("Non-Excludable Rights").

12.2 To the extent Seglo is able to limit its liability for a breach of a Non-Excludable Right (other than a guarantee of a kind referred to in s 51 to s 53 of the ACL), Seglo's liability is limited, at Seglo's option, to:

• (a) resupplying the relevant services; or
• (b) paying the cost of having the relevant services resupplied.

13. Limitation of Liability

13.1 Subject to clause 12, and to the maximum extent permitted by law:

• (a) Seglo is not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, business, goodwill or data, however arising; and

• (b) Seglo's total aggregate liability arising out of or in connection with these Terms and the Platform is limited to the total fees paid by the Client to Seglo in the twelve (12) months immediately preceding the event giving rise to the liability.

13.2 Telecommunications suspensions and bans. The Client acknowledges that the Carrier may suspend, restrict, throttle, block or terminate a number or the Telecommunications Service, including for breach of the Carrier's acceptable use policy. To the maximum extent permitted by law, Seglo bears no liability for any such Carrier action. Where a Carrier action not caused by the Client's breach renders the Service unusable, Seglo will use reasonable endeavours to restore or replace the Service, and the Client may terminate under clause 9 and receive a pro-rata refund of prepaid fees for the unused period.

13.3 Seglo provides the Platform on an "as is" and "as available" basis and does not warrant that it will be uninterrupted or error-free, except to the extent of the Non-Excludable Rights.

14. Force Majeure

14.1 Seglo is not liable for any failure or delay in performing its obligations (other than payment obligations already accrued) to the extent caused by an event beyond its reasonable control, including third-party network, carrier or cloud- infrastructure failure, internet or power outages, natural disaster, or government action.

14.2 If a force majeure event continues for more than 30 days, either party may terminate the affected services on written notice, and clause 9.4 applies to any prepaid fees for the unused period.

15. Indemnity

15.1 The Client indemnifies and holds harmless Seglo and its officers, employees and agents against all loss, liability, cost, penalty, fine and expense (including reasonable legal costs) arising out of or in connection with:

• (a) the Client's or its Authorised Users' breach of these Terms or the Fair Use Policy;
• (b) any message, call or communication sent via the Platform by the Client or its Authorised Users, including any breach of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), or any recording or privacy law;
• (c) any Client Content; and
• (d) any claim, charge, penalty or fine imposed by the Carrier or any regulator, or any third-party claim, arising from the Client's use of the Platform or the Telecommunications Service;
• (e) any loss arising from an inaccurate or out-of-date Service Address supplied or maintained by the Client; and
• (f) any failure by the Client to make its Authorised Users aware of clause 5 (Emergency Calls),

in each case to the extent caused or contributed to by the Client's breach of these Terms, unlawful conduct, negligence or unauthorised use. This indemnity does not extend to loss caused by Seglo's own act, omission or breach.

16. Intellectual Property

16.1 All intellectual property rights in the Platform, including its software, source code, interface and design, remain the exclusive property of Seglo. The Client is granted a limited, non-exclusive, non-transferable, revocable licence to use the Platform in accordance with these Terms for the subscription term.

16.2 As between the parties, the Client retains ownership of Client Content and grants Seglo the licence necessary to host, transmit and process it under these Terms.

17. Complaints and Dispute Resolution

17.1 If the Client has a complaint, it may contact Seglo by phone, email, online, in-app or by post — the channels and contact details are set out in the Complaints Handling Policy. Seglo will acknowledge and resolve the complaint within the timeframes set out in that Policy.

17.1A Complaints are handled under the Seglo Phone Complaints Handling Policy at seglo.ai/phone/complaints, which sets out how to make a complaint, the timeframes within which Seglo will acknowledge and respond, how a complaint may be escalated, and how to seek external dispute resolution.

17.2 Where a complaint concerns the underlying carriage rather than the Platform software, Seglo will escalate it to the Carrier and work with the Carrier to identify and resolve the issue, keeping the Client informed of progress. Seglo remains the Client's point of contact for the complaint.

17.3 If the Client is not satisfied with how Seglo has handled a complaint concerning the Telecommunications Service, the Client may have the right to refer the complaint to the Telecommunications Industry Ombudsman (TIO), a free and independent dispute resolution service. Seglo will provide the applicable contact details and any information reasonably required for the Client to exercise that right.

17.4 Nothing in this clause limits the Client's rights under clause 12.

17.5 Privacy complaints are handled in accordance with the Seglo Phone Privacy Policy.

18. Variation

18.1 Seglo may vary these Terms from time to time by publishing the amended Terms and giving the Client reasonable prior notice of any material change (by email or in-app notice).

18.2 If a variation materially and adversely affects the Client, the Client may terminate the affected services without penalty by notifying Seglo before the variation takes effect, and clause 9.4 applies. Continued use of the Platform after a variation takes effect constitutes acceptance of the amended Terms.

19. Governing Law and Jurisdiction

19.1 These Terms are governed by the laws of New South Wales and the applicable laws of the Commonwealth of Australia.

19.2 The parties submit to the non-exclusive jurisdiction of the courts of Australia and the courts competent to hear appeals from them.

20. General

20.1 Capacity and authority. The person accepting these Terms warrants that they have the legal capacity to enter into a binding contract and are authorised to bind the Client. 20.2 Severability. If any provision of these Terms is held invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force. 20.3 No waiver. A failure to exercise a right is not a waiver of that right. 20.4 Assignment. The Client must not assign its rights under these Terms without Seglo's prior written consent. Seglo may assign or novate its rights and obligations. 20.5 Entire agreement. These Terms, together with any Order Form and the policies they refer to, constitute the entire agreement between the parties in relation to Seglo Phone and supersede all prior representations and agreements in relation to the Platform. 20.5A Order of precedence. If there is any inconsistency, an executed Order Form prevails for commercial particulars (including the numbers supplied, rates, term and Service Address), and these Terms prevail for legal, regulatory and acceptable-use matters — unless the Order Form expressly states otherwise and identifies the clause it overrides. 20.6 Notices. Notices must be in writing and sent to the parties' nominated addresses or email. Seglo's address for notices is support@seglo.ai, or SEGLO PTY LTD, Level 1, 63-73 Ann Street, Surry Hills NSW 2010.