Zeller Standard Form of Agreement Mobile Data Services

1. 1. These are the standard terms and conditions (Terms) on which Zeller Holdings Pty Ltd ACN 637 321 147 and Zeller Australia Pty Ltd ACN 649 001 383, together Zeller Australia (referred to as Zeller, we, us, our) permits a user (referred to as User, you, your) to access and use the Data Service.
2. The meanings of capitalised terms used in these Terms are set out in clause 13.

1. These Terms commence once we connect you to the Data Service in response to your request for activation.
2. These Terms will continue until they are terminated in accordance with clauses 5 or 6.

We can make any type of change to these Terms if we reasonably consider the change is likely to:

1.  benefit you; or
2. have a neutral impact on you.

We can make any type of change to these Terms by notifying you:

1. at least 5 days beforehand if we reasonably consider the change is likely to have a minor detrimental impact on you; or
2. at least 30 days beforehand if we reasonably consider the change is likely to have more than a minor detrimental impact on you.

In considering whether a change is likely to have a minor detrimental impact or more than a minor detrimental impact on you, we will take into account, amongst other matters, whether you have used, or have been billed for, the affected service in the last 6 months.

1. We can make urgent changes to these Terms, even if they have a minor detrimental impact or more than a minor detrimental impact on you, if required in an emergency, to comply with law (including Telecommunications Legislation), or for security or fraud prevention reasons.
2. Where this occurs, we will try to give you with as much notice as required under clause 2.2 (where the change involves a minor detrimental impact or more than a minor detrimental impact on you), or if we are unable to do so, by giving as much notice as we reasonably can.

We can notify you about changes to these Terms under this clause 2 by any reasonable method in the circumstances, including email, SMS/MMS, online account management tools, bill message, direct mail, or telephone.

1. The Data Service is a carriage service that allows your Zeller Terminal, in locations covered by Optus networks, to connect to the public internet. We supply the Data Service on Optus' 3G and 4G networks.
2. Given the nature of telecommunications systems (including our reliance on Optus' networks and other third party networks, systems and services that we do not own or control), we cannot guarantee or warrant that the Data Service will be uninterrupted or fault-free.
3. For clarity, the Data Service that we supply under these Terms are independent of and separate from other services and/or goods that you obtain from us under a separate agreement (for example, payment processing services). In this instance, these Terms do not apply to these other services and/or goods.

In order to access or use the Data Service, you are required to purchase:

1. a Zeller SIM Card;
2. a Zeller Terminal; and
3. a Zeller Unlimited Terminal Data Plan (Zeller Data Plan).

You must only access and use the Data Service from a Zeller Terminal within Australia in accordance with the operational and technical instructions (including those set out in our manuals or procedures documents) that we may make available to you from time to time (Instructions). To be clear, the Data Service cannot be used for other calls or services, including SMS, MMS, content subscription services, voice or video calls, voicemail, or international roaming.

1. We will aim to connect you to the Data Service within a reasonable time after we have received and accepted your request for activation.
2. You will be taken to have submitted a request for activation when you insert a Zeller SIM Card in your Zeller Terminal and accept these Terms on the terminal.

1. You must only use the Data Service in accordance with these Terms and our Instructions.
2. You must not use the Data Service to break the law or to commit an offence or allow any third party to do so.
3. You must comply with our Fair Use Policy when you use the Data Service. Our Fair Use Policy is to ensure that the Data Service is not used in an unreasonable, unacceptable or fraudulent manner. Such usage may impact the operation and/or the quality or reliability of the Data Service.

As part of the Zeller Data Plan, you must pay all charges, including service activation, usage, and any other fees and charges, as set out in the Zeller Data Pricing Plan in order to access and use the Data Service.

1. We will issue bills for the relevant charges for the Data Service on a monthly basis (or any other regular basis as set out in the Zeller Data Pricing Plan), beginning on the day that your Data Service is activated.
2. Our bills will be made available for you to view online via your Zeller Portal.

1. Payments must be made by direct debit from your nominated account. If you have a Zeller Transaction Account from us under a separate agreement, then you authorise and direct us to transfer the payment amount required to cover the relevant charges for the Data Service on each monthly bill issued by us from that account. Our Direct Debit Authority Terms will apply in relation to any direct debit that we arrange under these Terms.
2. If you fail to pay the monthly charges for the Data Service, then that failure constitutes a material breach of these Terms, as described in clause 6.2(a).

Unless otherwise indicated, the fees and charges set out in the Zeller Data Pricing Plan for the Data Service include any amount on account of tax, including GST (if any).

You can cancel the Data Service and terminate these Terms at any time:

1. without cause, in which case we may not refund or redeem for cash any unused charges for the Data Service that you have already paid;
2. if we materially breach these Terms and:
   1. we are unable to remedy the material breach within 14 days after you notify us that you require us to do so; or
   2. the material breach is something that cannot be remedied;
3. if a Force Majeure Event prevents us from supplying the Data Service for more than 30 days; or
4. if you are entitled to do so under law (including the Australian Consumer Law).

If you cancel the Data Service and terminate these Terms under clauses 5.1(b) to 5.1(d), we will refund to you any unused portion of the charges that you have paid for the Data Service. However, we can deduct from your refund any amounts that you owe to us, such as charges you incurred before the cancellation.

We can cancel the Data Service and terminate these Terms:

1. at any time, if we:
   1. obtain your consent;
   2. give you at least 30 days' notice before we do so; or
   3. transfer you to a reasonably comparable alternative service; or
2. if you breach a material Term and:
   1. you are unable to remedy the breach within 14 days after we notify you that we require you to do so; or
   2. the breach is something that cannot be remedied.

For the purposes of clause 6.1(b), you will breach a material Term if you:

1. breach your obligation to pay the charges for the Data Service;
2. use the Data Service in any way which we reasonably believe is fraudulent, poses an unacceptable risk to our security, or is illegal or likely to be found illegal; or
3. breach your obligations under the Fair Use Policy.

1. We can suspend or restrict the provision of the Data Service during the period before we cancel the Data Service if you are in breach of a material Term. You may have to pay a reactivation fee if you ask us to reconnect and reactivate the Data Service following a suspension.
2. We can also suspend or restrict the supply of the Data Service if maintenance or repair work is required. As we are relying on a third party's network to supply the Data Service to you, we have no control over any maintenance or repair work that the relevant third party may choose to carry out on its networks that may lead to a suspension or restriction of the supply of the Data Service. In these circumstances, we will try to give you as much notice as we reasonably can.

We may cancel the Data Service and terminate these Terms, or suspend the Data Service, at any time by giving you as much notice as we reasonably can if:

1. we are required by law (including Telecommunications Legislation);
2. there is an emergency that affects our ability to provide the Data Service;
3. there is a Force Majeure Event; or
4. we reasonably believe that providing the Data Service may cause death, personal injury or damage to property.

If we cancel the Data Service and terminate these Terms under this clause 6, we will refund to you any unused portion of the charges that you have paid for the Data Service. However, we can deduct from your refund any amounts that you owe to us, such as charges you incurred before the cancellation.

1. As soon as you become aware of any fault in the Data Service, you must report that fault to us in writing. We will use reasonable endeavours to investigate the fault reported and restore the Data Service.
2. Before reporting a fault to us, you must take all reasonable steps to ensure that the fault is not attributed to your breach of these Terms, your (including your personnel's) act or omission, or your failure to use the Data Service, the Zeller SIM Card, or the Zeller Terminal in accordance with the Instructions.
   
   

1. You will not own any intellectual property rights in relation to the Data Service.
2. If we provide you with any materials as part of the Data Service, we (or our licensors) own the intellectual property rights in those materials. You must immediately inform us if you become aware of any infringement or suspected infringement of intellectual property rights in those materials.

We are required to comply with the law, including:

1. the Telecommunications Legislation; and
2. the Competition and Consumer Act (including the Australian Consumer Law).

Nothing in these Terms removes or limits any rights that you have under existing laws or regulations. 

1. We will supply the services under these Terms with due care and skill. Under the Australian Consumer Law, if you enter into an agreement to purchase goods or services from us which cost less than $100,000 or are normally acquired for personal, domestic or household use and, in the case of goods, the goods are not re-supplied by you, certain consumer guarantees apply to those goods and services (Consumer Guarantees). Consumer Guarantees apply regardless of any express warranties to which you may be entitled to under these Terms.
2. If the services we supply under these Terms fail to meet a Consumer Guarantee, then you may have rights against us, for example, the right to a repair, replacement or refund. We may also choose how we remedy our failure in certain instances. In other instances, you may choose how the failure should be remedied.
3. Nothing in these Terms removes or limits any rights you may have under the Australian Consumer Law or any other law in relation to the services that we supply under these Terms.

Subject to clauses 9.1 and 9.2, to the maximum extent permitted by law:

1. We are not liable to you in contract, tort (including negligence), statute, equity or otherwise, for any indirect or consequential loss, loss of sales, loss of business opportunity, loss of profit and loss of revenue.
2. We are not liable to you for failing to comply with these Terms if that failure results from:
   1. a Force Majeure Event;
   2. a suspension of the Data Service by us in accordance with clause 6.3;
   3. maintenance or outages;
   4. faults or defects in the Data Service to the extent that they are caused by your conduct or misuse of the Data Service; and/or
   5. any faults, interruptions, congestion, and comprised security to third party networks beyond our reasonable control, including where it is caused by a supplier of us.
3. Our aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), statute, equity or otherwise is limited to an amount equal to the total charges paid by you under these Terms in the period of 3 months prior to the date of your claim.

Our liability under these Terms is reduced to the extent that any loss or damage that you are claiming against us is caused by you (including your personnel).

You are liable to us for any breach of contract or negligence that causes loss or damage to us (but excluding indirect or consequential losses). Your liability under these Terms is reduced to the extent that any loss or damage that we are claiming against you is caused by us (including our personnel).

We collect, use and disclose personal information as set out in our Privacy Policy at https://www.myzeller.com/privacy.

1. We can assign, novate, or transfer some or all of our rights, benefits, obligations and/or liabilities under these Terms to another party.
2. We may also perform any of our obligations under these Terms by arranging for them to be performed by another party, such as a third party contractor or another related body of us. We will still be responsible for the performance of the obligations.

If any term (or part of a term) in these Terms is void or unenforceable, that term (or part) is taken to be removed from these Terms and not to form part of them. The remaining terms continue to have full effect.

In these Terms, the following capitalised terms have the following meanings:

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth);

Consumer Guarantees has the meaning given to it in clause 9.2(a);

Data Service has the meaning given to it in clause 3.1(a);

Direct Debit Authority Terms means the terms under which you authorise us to arrange for funds to be debited from your account for services supplied by us, as amended from time to time and accessible at [placeholder];

GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth;

Fair Use Policy means our documented policies in relation to your use of the Data Service, as amended from time to time and accessible at [placeholder];

Force Majeure Event means any act, event or cause, other than a lack of funds, which:

1. directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under these Terms; and
2. is beyond the reasonable control of that party;

Instructions has the meaning given to it in clause 3.3, as amended from time to time and accessible at www.myzeller.com/support;

Regulator means the Australian Communications and Media Authority, the Australian Competition and Consumer Commission or any other relevant government authority or statutory body with authority to enforce regulation.

Telecommunications Legislation means the Telecommunications Act 1997 (Cth), the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth), related provisions of the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law), and any relevant mandatory industry codes of practice, including the Telecommunications Consumer Protection Code C628:2019, each as amended or replaced from time to time;

Zeller Data Plan has the meaning given to it in clause 3.2(c);

Zeller Data Pricing Plan means the document detailing all charges and pricing for the Data Service, as amended from time to time according to these Terms and accessible at www.myzeller.com/sims;

Zeller SIM Card means a subscriber identity module supplied by us to you, which is to be used with a compatible Zeller Terminal to enable that terminal to access and use the Data Service; and

Zeller Terminal means an electronic terminal obtained by you from us for the processing of sales transactions or sales refund transactions from time to time.

Zeller Transaction Account means an account maintained by Zeller for you in relation to the Zeller Terminal, which is used by us to process sales transactions or sales refund transactions for you;

Zeller Portal means the dedicated online portal made available by us to you in relation to the Zeller Terminal to perform management functions, including viewing of relevant sales transactions or sales refund transactions information, and accessible at [placeholder].