Version Date: 20 September 2023
Annexure B – Third Party Supplier Terms (Connectivity via Telstra)
1. General obligations
The Customer:
(a) must provide Telstra with all reasonable information as required by Telstra to provide the Connectivity Services, and for the Customer to receive and use the Connectivity Services;
(b) must provide Telstra and their respective personnel with reasonable assistance and safe access to the Customer’s sites, network, infrastructure, equipment and systems as required by Telstra to perform its obligations and enforce its rights under these Terms;
(c) must ensure that all equipment connected to the Connectivity Services by the Customer does not damage Telstra’s equipment (normal wear and tear excepted), is technically compatible with the relevant Service(s) and that the Customer’s use of the Connectivity Services and the equipment complies with and is used in accordance with all reasonable procedures notified by Telstra and any relevant legislation;
(d) must not alter, tamper, reverse engineer, repair or attempt to repair the Connectivity Services or cause, or allow, a third party to do any of these acts;
(e) is solely responsible for selecting, supplying and maintaining its own facilities and equipment;
(f) is solely responsible for the content of any data or information which the Customer sends or receives using the Connectivity Services and must take reasonable steps to ensure the security of such data or information; and
(g) is solely responsible for any use of the Connectivity Services, or any facility connected to the Connectivity Services on the Customer’s sites, by the Customer or any third party whether authorised or not.
2. Resale terms and conditions
The Customer must:
(a) carry out its duties and obligations under these Terms in good faith, with all due care and skill and in a professional and appropriate manner;
(b) tell Kallipr within 24 hours of becoming aware:
(i) of any claim or complaint in connection with the use of the Resale Services; and
(ii) that any person is infringing or is attempting or planning to infringe any Intellectual Property Rights owned or used by Telstra;
(c) not do anything to damage Telstra’s reputation or bring Telstra, the Telstra brand, its services or its personnel into disrepute;
(d) within 5 Business Days of our request, give Kallipr such reports as it may require in connection with the Customer’s obligations under these Terms;
(e) comply with all Applicable Laws; and
(f) comply with any reasonable instructions provided by Kallipr to the Customer from time to time concerning the way in which the Customer fulfils its obligations under these Terms.
3. Additional obligations
The Customer:
(a) must comply with the terms of these Terms as if it had entered into an agreement directly with Telstra; and
(b) understands and acknowledges that Telstra may suspend or terminate the Connectivity Services at any time on the same grounds as Telstra may terminate the provision of the Connectivity Services to Kallipr.
4. Disclaimers
The Customer acknowledges and agrees that:
(a) while Telstra will provide the Connectivity Services consistent with prevailing industry standards in a manner that endeavours to minimise errors in and interruptions to the Connectivity Services, the Connectivity Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Telstra or by its suppliers, or because of other causes beyond its reasonable control, so each Customer should have a business continuity plan; and
(b) subject to non-excludable statutory guarantees, Telstra does not warrant that use of the Connectivity Services will be uninterrupted or error free, and as such, for any application that requires fail-safe or uninterrupted operation or connectivity, the Customer must establish separate backup services or arrangements to provide coverage during any interruption.
5. Customer service
The Customer’s point of contact in relation to the Connectivity Services will be Kallipr, including for:
(a) sales, ordering and provisioning enquiries;
(b) service faults and outages; and
(c) billing enquiries.
6. Customer records
(a) The Customer must provide information to Kallipr to enable Kallipr to make and retain sufficient Customer records to enable Telstra to identify the Customer including:
(i) current billing name and address;
(ii) contact details for a representative of the Customer;
(iii) any unique identifier used by the Customer; and
(iv) corporate details (including the Customer’s ABN, ACN and/or ARBN).
(b) If the Customer’s records change, the Customer must ensure that they are updated with Kallipr as soon as reasonably practicable.
7. Privacy and confidentiality
(a) Where the Customer discloses any Personal Information to Kallipr or Telstra (as defined in the Privacy Act 1988 (Cth)), the Customer must make all notifications and obtain all consents necessary to ensure that all individuals are aware that we are able to use and disclose that information for the purposes of this Agreement and otherwise in accordance with Telstra’s Privacy Statement (as amended from time to time), which is available at http://www.telstra.com.au/privacy/privacy_statement.html or by calling Telstra on 1800 039 059.
(b) The Customer may not make any public announcements relating to these Terms.
8. Additional definitions
(a) Any capitalised terms used in these Terms that are not defined herein will have the meaning given to those terms in the agreement between Kallipr and the Customer.
(b) In addition to clause 8(a) of these Terms:
Applicable Law means any law, including any common law, equity, statute, regulation, proclamation, ordinance, by-law, mandatory code of conduct, writ, judgment and any award or other industrial instrument applicable to the Connectivity Services or the Customer’s activities in relation to it.
Telstra means Telstra Corporation Limited ABN 33 051 775 556, being the third party supplier engaged by Kallipr to provide the Connectivity Services.