Customer TErms / General Terms

Our Customer Terms apply to any telecommunications services and products you apply for or obtain from us. You and SouthCloud® must comply with our Customer Terms unless you and SouthCloud® have agreed differently.

Our Customer Terms comprise:

1. your Service Order;
2. the Pricing;
3. the Service Description for each Service;
4. these General Terms; and
5. our Acceptable Use Policy.

Unless expressly stated otherwise, the order of precedence between the various terms will be resolved in favour of the document appearing earlier in the list stated above, except where otherwise expressly stated.

Our obligation to give you 21 days’ notice of our proposed changes and to afford you a right to terminate your Service in accordance with clause 1.3 will not apply in relation to:

1. urgent changes SouthCloud® are required to make by Law, for security reasons or technical reasons necessary to protect the integrity of Our Network;
2. the introduction of a new Fee or an increase in an existing Fee due to an additional tax or levy imposed by Law (where it is fair and reasonable for us to pass that on to you);
3. the introduction of a new Fee or an increase in existing administrative Fees for ancillary services such as credit card transaction fees (provided SouthCloud® have offered you a reasonable alternative at the same or lesser cost to the original Fee); and
4. increases in Fees due to increases imposed on us by other suppliers (including Third Party Suppliers) for international carriage services or for content and premium services.

SouthCloud® will give you reasonable notice of the changes referred to in this clause 1.4 in accordance with the notice provisions of clause 13.1.

You may make an application for supply of a Service by completing a Service Order. When you complete a Service Order, we will decide whether to accept your order and supply a Service to you based on factors we deem relevant, including:

1. its availability to you;
2. you meeting our credit requirements;
3. the information you provide to us; and
4. your prior conduct or history with respect to any previous supply by us or a reseller of any goods or service to you.

1. Depending on the nature of your circumstances, the installation process can take up to 20 business days to be completed.
2. SouthCloud® will provide email or SMS updates to you as to the progress of the installation process.
3. If hardware installation is required at your premises, you or an authorised adult may need to be present at your service location address.

Subject to your rights under the Australian Consumer Law and to the maximum extent permitted by law, SouthCloud® are not obliged to restore any fault with a Service that is caused as a result of:

1. damage due to causes external to the facilities used by us and/or our Third Party Suppliers to provide the Service;
2. interference;
3. a Force Majeure Event; or
4. planned outages.

SouthCloud® will provide technical support services in accordance with the Terms.  SouthCloud® are not responsible for, and will not provide support for, any fault caused by:

1. the interaction of the Service with third party software packages used by you;
2. the inability to gain wireless connectivity from your wireless access point/router to your computer; or
3. services provided by any Third Party Supplier or carrier (other than our Third Party Suppliers).

1. You are liable to pay all Fees arising out of the use of the Service that SouthCloud® provide to you, whether that use was by you or any other person with or without your consent.
2. If a Service is used to access the facilities or services of another supplier, amounts charged by that other supplier are, unless the Terms specify otherwise, your responsibility, and you will indemnify us in relation to any such charges. If SouthCloud® are charged those amounts SouthCloud® may include them in the Fees.

1. Invoices and bills will be issued by email.
2. Your monthly plan billing cycle will commence on the date that your connection becomes active.
3. If your connection was activated on the 29th, 30th or 31st of a calendar month, your monthly plan billing cycle will be shifted to the 1st of the following month (or the first business day should the 1st fall on a weekend). Your second invoice will contain the unpaid portion of the prior month calculated on a pro-rata basis from the day the service was activated until the first day of the following month.
4. If you have agreed to pay by direct debit, the bank account or credit card you have authorised for the debit will be debited on the Due Date as indicated on your invoice.
5. Recurring monthly plan Fees are billed in advance and any applicable usage or excess usage charges are billed in arrears; these additional call and data charges can take up to 21 days to be reflected on your invoice.
6. Any applicable hardware will be billed on your first invoice, and non-standard connection Fees will be billed on your second invoice.
7. SouthCloud® may vary invoice frequency upon giving you reasonable notice. All portions of your use of the Service are charged for and unused allocations are not transferable or refundable. SouthCloud® reserve the right to reissue an invoice if any error in the amount shown as owing on the invoice is subsequently discovered.
8. SouthCloud® may issue an interim bill in the following circumstances:

SouthCloud® reserve the right to:

1. physically disconnect your Service if Fees or any other amount payable by you remains unpaid 45 days after the applicable Due Date (unless SouthCloud® have received written notice from you of a legitimate dispute of those Fees or other amount prior to the Due Date and that dispute remains unresolved); and
2. suspend the Service if you fail to pay the outstanding amount in full within 7 days after SouthCloud® give you a notice demanding payment of the Fees, which, for the avoidance of doubt, will include any administrative fees.

1. Any connection fee for a non-standard installation is non-refundable unless SouthCloud® are unable to provision the service you have requested us to provide. This does not limit any rights you may have to a refund under an applicable Consumer Guarantee.
2. If your account for the Service is terminated and monies are owed to you by us (for example, for the unexpired portion of any Fee paid in advance by you), you acknowledge that SouthCloud® may deduct any outstanding Fees on final settlement of your account and state on your final invoice (as applicable) the amount credited to you or the amount you must pay to us.
3. You may elect to claim a refund for any amount credited on your final invoice or apply the credited amount to another service SouthCloud® may supply to you by notifying us within 90 days of your receipt of the final invoice.amount in full within 7 days after SouthCloud® give you a notice demanding payment of the Fees, which, for the avoidance of doubt, will include any administrative fees.

1. If you become aware of an error in your invoice or Fees you have paid, you can dispute an invoice or claim a refund for overpayment of any Fees under the Terms.  SouthCloud® recommend that you do so within 5 months of the date of the invoice to which the disputed amount or alleged overpayment relates.  It may be more difficult for us to process disputes or claims after this period.
2. The disputed amount remains payable on the Due Date pending the resolution of the dispute, at which time any applicable refund or credit will be issued.
3. Nothing in this clause 3.11 limits your right to issue proceedings in relation to a disputed invoice or alleged overpayment.

If SouthCloud® cancel, suspend or disconnect the Service for non-payment, you remain liable for:

1. all Fees and other liabilities incurred before the date of cancellation, suspension or disconnection of the relevant Service;
2. the payment of accruing monthly fees despite the suspension of the Service; and
3. in circumstances where the Service has been cancelled or disconnected, any applicable Early Termination Fee set out in your Service Order or the Pricing.

Unless otherwise varied by us in writing, you must pay the Fees without any set off, counterclaim or deduction.

1. You authorise us to collect, use and disclose Personal Information (including details of your account and information relating to the use of your Service) which you provide to us in connection with the supply to you of the Services in accordance with our Privacy Policy. Further information about our privacy practices, how to access or correct our records, opt out of receiving marketing materials, or making a complaint can be found at www.southcloud.online
2. If your Service includes the supply of a telephone service number, SouthCloud® are required by Law to provide your name, address, telephone service number and other public number customer details to the manager of the Integrated Public Number Database (IPND) for the Approved Purposes.

1. You are responsible for the use of your Service and you will not use your Service other than in accordance with the Terms and Laws and obligations applicable to the Services and their use.
2. You must comply with any reasonable direction given by us in relation to the Service.
3. You must comply with our Acceptable Use Policy.

You must:

1. ensure the Services are used solely for their intended purpose;
2. notify us immediately of any security breach (suspected or otherwise) regarding the Service or your confidential password or customer login; and
3. not permit any other person to resell or purport to resell any Service.

If SouthCloud®, or our Third Party Supplier, provides a facility or any item of equipment (Service Equipment) to you either for use in the provision of the Services (but SouthCloud® do not sell that Service Equipment to you):

1. risk in the Service Equipment passes to you on delivery;
2. that Service Equipment always remains our property unless, in our sole discretion, SouthCloud® deem that title has passed to you;
3. you will allow us to and, where applicable, will ensure that the landlord allows us to, remove the Service Equipment from the premises where it is installed upon expiry or termination of the supply of the Services;
4. you will not part with possession of the Service Equipment except to us;
5. if SouthCloud® are unable to recover the Service Equipment, SouthCloud® may recover the value of it as a debt due by you, including offsetting the value of the Service Equipment against any monies owed to you by us;
6. you indemnify us against and must reimburse us for any loss or damage to the Service Equipment, unless that loss or damage arises from fair wear and tear; and
7. you must:

1. You will allow us access to the Service Equipment during Business Hours (or at such other times as SouthCloud® arrange with you), and this right of access will not end until all Service Equipment is returned to us, even if the Services have been cancelled.
2. SouthCloud® (or a Third Party Supplier) may need access to your premises from time to time in connection with the provision and maintenance of the Service Equipment or a Service. If you do not provide such access as SouthCloud®, or a relevant Third Party Supplier, reasonably require, SouthCloud® may limit, suspend, cancel or disconnect your Service.
3. If you want us to provide a Service and that Service requires the installation of any facility, equipment or cabling on your premises whether by us or a Third Party Supplier, you must allow us or any relevant Third Party Supplier to:

SouthCloud® may suspend Services for a reasonable period of time to perform maintenance on the Service Equipment, provided that in each case, SouthCloud® will use our reasonable endeavours to:

1. give you reasonable notice (bearing in mind the urgency and nature of the work) of any Interruption to the Services; and
2. minimise any Interruption to the Services.

1. that Purchased Equipment remains our property until SouthCloud® receive full payment from you or SouthCloud® otherwise deem in our sole discretion that title has passed to you (prior to the receipt of full payment);
2. until SouthCloud® receive full payment from you, you will not part with possession of the Purchased Equipment except to us;
3. if you do part with the Purchased Equipment before making full payment to us, SouthCloud® may recover the value of it as a debt due, including offsetting the value of the Purchased Equipment against any monies owed to you by us;
4. until full payment of the Purchased Equipment is received, you indemnify us against and must reimburse us for any loss or damage to it, unless that loss or damage arises from fair wear and tear; and
5. until SouthCloud® receive full payment for the Purchased Equipment, you must not remove or obscure any identification marks on it, and must comply with our reasonable instructions to protect our ownership and not do anything which might detrimentally affect our ownership of the Purchased Equipment.

Subject to any rights you have in respect of our breach of a Consumer Guarantee:

1. SouthCloud® do not refund unwanted Purchased Equipment. If you require a different model, SouthCloud® allow 10 business days from the date you receive the Purchased Equipment to return to us at your own cost.
2. No credit will be applicable on any Purchased Equipment returned after the 10 business day period referred to in paragraph (a).

1. You may notify us of your intention to change a Service at any time by giving us written notice. The change of Service will occur at the start of the month following the date of receipt of notice.
2. You may cancel a Service by giving us 30 days’ notice. If you cancel a Service during an applicable Minimum Term for that Service, you may be liable to pay an Early Termination Fee in accordance with clause 3.9.
3. You may also cancel a Service at any time by giving us notice if:

SouthCloud® may suspend, limit or cancel a Service:

1. if you notify us in accordance with clause 10.1;
2. to the extent necessary for us to comply with an order, instruction or request of a Government Agency, an emergency services organisation or any other competent authority (whether such an order, instruction or request is received or reasonably anticipated by us);
3. if SouthCloud® are required to do so by Law;
4. if there is an emergency;
5. if the Network is being modernised or upgraded;
6. if a third party (including any Third Party Supplier) withdraws or suspends a service which means SouthCloud® cannot provide your Service;
7. during any technical failure, modification or maintenance involved in the Service provided that SouthCloud® will use reasonable endeavours to procure the resumption of the Services as soon as practicable;
8. if there are reasonable grounds for believing a threat or risk exists to the security or integrity of Our Network or that provision of the Service may cause death, personal injury or damage to property;
9. if SouthCloud® reasonably determine that such action is necessary to repair, maintain or restore any part of Our Network;
10. if the provision of the Services by us does or may contravene any Law or SouthCloud® have reasonable grounds to believe that it may in the immediate future contravene any Law;
11. a Force Majeure Event prevents us from supplying the Service in accordance with the Terms for 30 days; or
12. if your Service has not been used or accessed for a continuous period of 24 months.

SouthCloud® may suspend, limit or cancel a Service if:

1. you vacate the premises to which SouthCloud® have been supplying a Service to you;
2. SouthCloud® are unable to enter the premises to inspect, repair or maintain any Equipment or cabling connected with a Service provided to you;
3. SouthCloud® have the right to do so in accordance with clause 3.6 for your failure to pay Fees or other amounts;
4. SouthCloud® have reasonable grounds to suspect fraud or other illegal conduct by you in applying for the Service;
5. SouthCloud® have reasonable grounds to suspect fraud or other illegal conduct by you or any person using your Service;
6. you fail to rectify any defect or inadequacy in any Customer Equipment or cabling not owned or maintained by us within 30 days of being requested to do so by us;
7. your use of the Services interferes with the efficiency of Our Network or a Third Party Supplier’s network and you fail to rectify the situation within 24 hours of being requested to do so by us;
8. if you do, or allow to be done, anything which in our reasonable opinion may have the effect of jeopardising the operation of any Service;
9. you become a carrier or carriage service provider within the meaning of the Telecommunications Act;
10. you become bankrupt, insolvent or have a receiver, manager, administrator or liquidator appointed over you or any of your assets;
11. SouthCloud® have reasonable grounds for believing you are a credit risk, including the following grounds:

SouthCloud® reserve the right to remove any Service:

1. at any time after the end of the Minimum Term by giving you 30 days’ notice; or
2. during the Minimum Term, if SouthCloud® have your consent; or
3. during the Minimum Term, if SouthCloud® offer to migrate you to a reasonably comparable alternative service for the remainder of the Minimum Term and take reasonable steps to offset any more than minor detrimental effects of the migration caused by differences between the cancelled service and the alternative service SouthCloud® offer;
4. if SouthCloud® reasonably determine that it is not technically or operationally feasible to supply the Service to you, at any time prior to the installation of Service by giving you notice.

1. If SouthCloud® cancel or suspend the Service for any of the reasons listed in clause 10.2 or 10.4, SouthCloud® will not charge you any disconnection or reconnection fee.
2. Without limiting any of our rights under these Terms or at Law, if SouthCloud® cancel or suspend the Service for any of the reasons listed in clause 10.3, you will be liable to pay a disconnection fee and, if SouthCloud® agree to reconnect the Service, a reconnection fee in addition to your liability to pay all other Fees incurred up to the time of cancellation of the Service.
3. If SouthCloud® advise you that SouthCloud® are removing your Service, you will not be liable to pay a disconnection fee, but will be liable to pay all other Fees incurred up to the time SouthCloud® remove your Service.
4. If SouthCloud® suspend a Service in accordance with these Terms as a result of a breach of these Terms by you, you will have to pay all charges arising in respect of the Service during the suspension (excluding usage based charges).
5. On termination of a Service for any reason, you must immediately:

If:

1. SouthCloud® provide a Service to you for a Minimum Term or any other period;
2. that Minimum Term or other period expires; and
3. neither you nor SouthCloud® cancel the Service,

SouthCloud® will continue to supply the Service to you on a month to month basis.

SouthCloud® are liable to you for:

1. any loss, destruction or damage to your tangible property during installation, repair or maintenance of Equipment; and
2. personal injury (including illness and disability) or death, which is caused by our fault, negligence or fraud.

1. This clause 11.2 applies subject to any waiver of your entitlements under the Customer Service Guarantee Standard (the CSG) that you have provided to us. It may be a condition of some services that you waive your entitlements under the CSG.
2. If SouthCloud® do not meet the CSG performance standards, you may be entitled to receive monetary compensation as specified in the CSG. However, there are circumstances in which SouthCloud® may be exempt from meeting those requirements, including:

To the extent permitted by Law, neither a Third Party Supplier nor us have any liability to you or to any other person for:

1. any Claim by you or any other person for Consequential Loss (other than loss resulting from our breach of a Consumer Guarantee);
2. any loss or damage suffered by you in connection with your Service to the extent that your acts or omissions or any Customer Equipment cause or contribute to that loss or damage;
3. any loss to the extent that it results from your failure to take reasonable steps to avoid or minimise your loss; and
4. acts, omissions or defaults of any third party or any person who provides goods or services directly to you for use in connection with a Service.

Subject to our obligations under the CSG as described in clause 11.2 and any non-excludable rights you have under the Australian Consumer Law, SouthCloud® are not liable for, and will not be deemed to be in breach of the Terms in the event of:

1. any delay in installing a Service;
2. any delay in correcting any fault in a Service;
3. failure to provide a Service or incorrect operation of any Service;
4. Service outages; or
5. any default by us in compliance with the Terms,

if it is caused directly or indirectly by a Force Majeure Event.

SouthCloud® may satisfy any obligation to give you notice by:

1. delivering the information to you in person;
2. sending the information by pre-paid post to the address listed in our records for you;
3. sending the information by SMS message to the mobile telephone number listed in our records for you if you have selected SMS as your preferred communication method;
4. transmitting the information to the email address listed in our records for you. By applying for the Service, you consent to notices being sent to your email address. It is your responsibility to check your emails and to inform us of the most appropriate address for receipt of notices or if you do not wish to receive notices via email.

1. The Terms are governed by the laws of the Commonwealth of Australia and the laws of New South Wales.
2. You and SouthCloud® submit to the exclusive jurisdiction of the courts of New South Wales.

The following definitions apply unless the context requires otherwise:

Acceptable Use Policy means our policy which applies to your use of the Service, a copy of which is accessible at www.southcloud.online;  

ACMA means the Australian Communications and Media Authority (www.acma.gov.au);

Approved Purposes means:

1. providing operator services or operator assistance services;
2. publishing and maintaining public number directories;
3. providing location dependent carriage services;
4. the operation of emergency call services or assisting emergency services under Part 8 of the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth);
5. assisting enforcement agencies or safeguarding national security under the Telecommunications Act, the Telecommunications (Interception and Access) Act 1979 (Cth) or any other applicable legal requirement;
6. verifying the accuracy of information provided by the data provider and held in the Integrated Public Number Database (IPND) against the information the data provider holds;
7. assisting the ACMA, or its nominee, to verify the accuracy and completeness of information held in the IPND;
8. meeting our obligations to any Government Agency (for example, the Australian Tax Office) or other law enforcement bodies; and
9. any other purposes where permitted by the Telecommunications Act and any other applicable laws;

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

Business Hours means 9am to 5pm Monday to Friday (AEST), excluding days which are public holidays in the place where the Services are to be provided;

Claim includes any debt, cause of action, liability, claim, proceeding, suit or demand of any nature however arising under or in connection with your Service or its subject matter and whether present or future, fixed or unascertained, actual or contingent, arising under contract (including under any indemnity), tort (including negligence), under statute or otherwise;

Complaint Handling Policy means our complaint handling policy which is accessible at www.southcloud.online;  

Consequential Loss means loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any increased operating costs suffered or incurred by any person whether arising in contract or tort (including negligence) or under any statute, any other form of consequential, special, indirect, punitive or exemplary loss or damages and any third party loss;

Consumer Guarantee means a guarantee referred to in clause 11.3, as more fully described in the Australian Consumer Law;

CSG has the meaning given in clause 11.2;

Customer Equipment means any equipment or facility in your ownership;

Due Date unless otherwise agreed, means the date specified on an invoice as the due date;

Early Termination Fee means the fee payable (if any) in accordance with clause 3.9, calculated in accordance with your Service Order, and the Pricing;

Equipment unless otherwise specified, means Purchased Equipment;

Fee(s) means a fee payable for a Service as set out in the Pricing;

Force Majeure Event means an event that is beyond our reasonable control, including acts of God or natural disasters, fire, lightning, explosions, flood, subsidence, insurrection, civil disorder or military operations, war, terrorism, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, strikes, lockouts or other industrial disputes of any kind, or an act or omission of any Government Agency or an act or omission of any third party (including any Third Party Supplier) where the act or omission is caused by an event or circumstance outside that third party’s reasonable control (including any of the things mentioned in this definition);

General Terms means the terms and conditions in is document.

Government Agency means any Commonwealth, State or local or foreign government, government authority or semi-government authority (including a judicial body) that has legal power to require another person to act or not act in a particular way or to authorise a particular act, including a minister responsible for administering Part XIB or XIC of the Competition and Consumer Act 2010 (Cth), the Telecommunications Act, the ACMA or the Australian Competition and Consumer Commission;

GST has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Interest means interest at the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) plus 2% calculated daily and compounded monthly;

Internet means the world-wide connection of computer networks which provides a number of services to users, including the transmission of electronic mail, provision of information on the world wide web and transfer of files;

Interruption means a delay in supplying, a failure to supply or an error or defect in the supply of, a Service;

Law means Commonwealth, State, or local legislation, judicial, administrative, or regulatory decrees, judgments, awards or orders, binding industry codes and all common laws and equity;

Minimum Term means any minimum term for a Service specified in a Service Order;

Our Customer Terms means our standard form of agreement, made by SouthCloud® pursuant to section 479 of the Telecommunications Act, which comprise the documents listed in clause 1.1;

Our Network means the infrastructure used and/or maintained by us or our Third Party Suppliers to provide you with your Service. Our Network does not include the computer networks that make up the Internet;

Personal Information means any information or document referred to in section 276(1) of the Telecommunications Act and any personal information within the meaning given in section 6 of the Privacy Act;

Pricing means our document which sets out the Fees for the Services;

Privacy Act means the Privacy Act 1988 (Cth);

Privacy Policy means our privacy policy which is accessible at www.southcloud.online;  

Purchased Equipment has the meaning given in clause 9;

Service means the service requested by you in your Service Order and as described in it and any other documents forming the Terms, including any related goods and ancillary services provided to you by us in connection with that service;

Service Equipment has the meaning given in clause 8;

Service Order means a service order made by you for the provision of Services by us, made by way of a form approved by us;

SouthCloud®, our or us means SouthCloud® Pty Ltd ABN 63 667 938 442 of PO Box 784, Bowral NSW 2576;

Taxable Supply has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Telecommunications Act means the Telecommunications Act 1997 (Cth);

Terms means these terms on which SouthCloud® will supply the Service you;

Third Party Supplier means a third party supplier from whom SouthCloud® acquire wholesale services that form all or part of the Service SouthCloud® provide to you;

you or your means the current account holder for the Service.

In the Terms unless the contrary intention appears:

1. a reference to a person includes a reference to a corporation, an association, joint venture, an unincorporated body, partnership, government or local authority or agency or other entity;
2. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
3. the singular includes the plural and vice versa;
4. a reference to any gender includes a reference to all other genders;
5. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
6. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
7. an agreement, representation or warranty made in favour of two or more persons is made for the benefit of them jointly and for each of them severally;
8. a reference to a recital, clause, paragraph, schedule or annexure is to a recital, clause or paragraph of, or schedule or annexure to, these General Terms, and a reference to these General Terms includes any schedule or annexure;
9. a reference to dollars and $ is to Australian currency;
10. headings are inserted for convenience only and do not affect the interpretation of the Terms; and
11. specifying anything in the Terms after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.