Skip to main content

Databox Solutions Standard Terms

1. Definitions & Interpretation

1.1 In this document:

  1. Payment Obligations
    1. You must pay us:
    2. for the Minimum Term (if applicable) and for any period of holding over until the Agreement is terminated in accordance with its terms.

    3. You must pay all Service Charges for a Fixed Term IT Service or a Telco Service even if you did not authorise its use.
    4. You must pay the Service Charges for Fixed Term IT Services or Telco Services even if a Fixed Term IT Service or Telco Service is unavailable or if you are unable to access the Service. However, you may be entitled to a refund or a rebate as stated in the Order or under the law.
    5. You must pay the Equipment Charges even if the Equipment doesn’t operate for any reason.
    6. We may charge you administration fees and other similar charges including suspension fees, cancellation fees, late payment fees, payment dishonour fees or reconnection or reactivation fees (Fees). A description of the Fees which may be payable are on our website.
    7. We will invoice you:
    8. Some Service Charges are subject to variation such as charges relating to:
    9. You should inform us before using any Telco Service from outside Australia.
    10. We calculate Charges for Telco Services (and some Managed Services) on billing information generated or received by us which will be prima facie evidence of you use of a Service and the fees and charges incurred.
    11. You must pay the entire amount invoiced by the due date specified in your invoice or as otherwise notified by us.
    12. If you do not pay the invoice by the date the payment is due, we may:
    13. Unless otherwise indicated, the Service Charges and Equipment Charges set out in an Order exclude Tax. Where Tax is payable by us in relation to, or on any supply under or in connection with the Agreement, we will increase the charges by an additional amount on account of the Tax. You must pay the additional amount at the same time you pay the Service Charges and the Equipment Charges.
  1. Equipment
    1. You are solely responsible for the security of your Network and the Equipment (including Third-party Equipment).
    2. You must ensure that the Network and the Equipment is used only in your general business operations and only for the purposes for which they were designed, complying at all times with all laws relating to the Equipment and their use and with all instructions and recommendations issued by the supplier or manufacturer of the Equipment.
    3. Unless we say so in writing, any replacement of, alteration or addition to any accessories, tools or other goods supplied with, installed in, or attached to, the Equipment during the period that it is in your possession will be considered part of the Equipment for the purposes of this Agreement.
    4. Data Box Equipment is owned by Data Box and remains Data Box’s property. Title in the Data Box Equipment does not pass to you in any circumstances unless we say so in writing.
    5. Supplier Equipment is owned by the Supplier and remains the Supplier’s Property.
    6. You are responsible for all Equipment from the time you receive it.
    7. You must keep the Equipment in good order and condition at your cost.
    8. You will only allow repairs to be carried out by qualified personal as appointed by us.
    9. You must not mortgage or grant a charge, lien or encumbrance over any Equipment other than Equipment we have sold you.
    10. You must provide an adequate and environment and, power supply and for all Equipment used in connection with a Service and located on the Premises.
    11. Unless otherwise agreed you must allow our Personnel (and no other person) to service, modify, repair or replace any Data Box Equipment.
    12. You are responsible for the replacement of any lost, stolen or damaged Data Box Equipment and must pay the Equipment Charges for any lost or stolen Data Box Equipment for the Minimum Term.
    13. You must hand over the Data Box Equipment to us when the Supply Arrangements end in the same condition it was originally supplied to you (fair wear and tear excepted).
    14. You will be charged a fee for any item of Data Box Equipment not handed over in accordance with clause 13.
    15. Without prejudice to any other rights we have, if the Agreement is terminated for any reason you irrevocably authorise us to enter your Premises to retake possession of the Data Box Equipment.
  1. Insurance
    1. You must, at your cost, effect and keep current throughout the Term with a reputable and solvent insurer:
  1. Network maintenance, fault reporting and rectification
    1. We may conduct maintenance on our network and a Supplier may conduct maintenance on a Supplier’s network used to supply a Service from time to time.
    2. We will endeavour to conduct scheduled maintenance outside normal business hours.
    3. We will provide a fault reporting service for you to report faults. Before you report a fault, you must take all reasonable steps to ensure that it is not caused by any Equipment that is Data Box Equipment.
    4. You must provide all reasonable assistance to enable us or our Personnel (or where necessary a Supplier or Supplier’s Personnel, to investigate and where applicable repair a fault including providing them with adequate and timely access to the Premises.
    5. We will repair faults in Data Box Equipment. We will not repair faults in Supplier Equipment or to Services provided by a Supplier.
    6. Without limiting clause 5 we are not responsible for repairing any fault in a Telco Service or a Managed Service where the fault arises in or is caused by:
    7. Where:
    8. we will notify the Supplier of the fault and request that the fault be corrected promptly, but we will not bear any further liability or responsibility.

    9. Where a fault arises in or is caused by Equipment that is not Data Box Equipment, we are not responsible for the repair of that fault. Despite that:
  1. Complaints and disputes
    1. If you have any complaints in connection with a Service you may complain in writing or by calling us.
    2. We will handle all complaints in accordance with our complaints procedure which is available from our website.
    3. We will use its best endeavours to resolve all complaints, however if we are not able to resolve a complaint to your satisfaction, you may take other action, such as informing the Telecommunications Industry Ombudsman, the Department of Fair Trading or Department of Consumer Affairs in the relevant state or territory.
    4. Where your complaint is about a fee or charge for the use of the Service, we may suspend your payment obligations, for that fee or charge only, until the complaint has been investigated and resolved. All other fees and charges that are not in dispute remain due and payable.
    5. Where your complaint is about a significant and sustained loss of access to, or use of, a Service which is not reasonably attributable to you or Equipment that is not Data Box Equipment you may be entitled on request to a refund or a rebate of any access should refer your complaint to the Supplier of the Service or the Equipment.
  1. Our Right to terminate
    1. We may terminate this Agreement if:
    2. Without limiting the essentiality of any other term of this Agreement, your obligation to pay the Charges on time, to maintain and insure the Equipment, to keep the Equipment in your personal control and to remain solvent are essential terms of this Agreement. You will be taken to have repudiated your obligations under this Agreement if you do not comply with any of the essential terms of this Agreement.
    3. If we terminate this Agreement under clause 1 you must pay to us on demand:
  1. Your Right to Terminate
    1. You may terminate this Agreement upon ninety (90) days written notice if Data Box:
  1. Termination of Agreement without cause
    1. Either party may terminate this Agreement without cause by providing the other party with no less than 90 days notice in writing.
    2. If the Agreement is terminated under clause 1 we will assist you in the orderly termination of Services, including timely transfer of the Services to another provider.
    3. However, if you terminate the Agreement under clause 2 you must pay us:
  1. General Provisions
    1. Acceptable Use Our Acceptable Use Policy applies to some Services.
    2. Assignment Subject only to your rights under this Agreement, we may assign, transfer or otherwise deal with the Equipment or all or any part of our rights or obligations under this Agreement without your consent. You must not assign, transfer or otherwise deal with any of your rights under this Agreement without our prior written consent which shall not be unreasonably withheld.
    3. Equipment Location You must notify us of the usual location of the Data Box Equipment from time to time and agree not to use them outside the State or Territory in which they are first delivered to you without our consent.
    4. Rights Termination of this Agreement, howsoever arising, will be without prejudice to our rights, powers and remedies with respect to any antecedent breach by you under this Agreement. All rights of ours under this Agreement are in addition to our rights under the general law.
    5. Evidence A certificate signed by any officer or manager of ours containing statements as to an amount due by you under this Agreement, the occurrence of any event or the existence of any fact, will be sufficient evidence of same unless you prove them to be false.
    6. Product Information You request us to provide you from time to time with information on our or other third-party products or services.
    7. Financial Information You must provide us with any financial or other information relating to the financial condition, business, assets and affairs of yourself and any of your Related Corporations as and when requested by us.
    8. Notices Any notice or demand to be given by us under this Agreement may be served on you by being left at or sent by pre-paid mail or transmitted by email to your address set out in the Schedule or otherwise as notified in writing to us. The notice or demand will be treated as having been given and received:
    9. Authority to Complete Schedule You authorise us to complete and amend any blank, incomplete or inaccurate particular appearing in the Schedules and to otherwise complete all necessary formalities to render this Agreement complete and enforceable.
    10. We May Act on Your Omissions If you neglect to pay any money or take any other action required by this Agreement, we may pay that money or take that other action and recover the costs from you. We may enter and remain upon any land or premises of yours for this purpose.
    11. Set-Off You irrevocably authorise us to set off without any notice any money held by us on any account of yours against any money owing by you to us or any Related Corporation. You must not exercise any right of set off on any account.
  1. Trust Provisions
    1. If you enter into this Agreement as a trustee, you acknowledge, warrant and agree that:
    2. The trustee must not so far as it is able to do so, without the prior written consent of Data Box permit any of the following:
    3. Governing Law This Agreement is governed by the law of Australia and the parties submit to the jurisdiction of the Courts in that Commonwealth.
    4. Authority to Sign Where this Agreement is executed by a person on your behalf, that person warrants that he or she has the authority and delegated power to execute this Agreement on your behalf.
  1. Personal Property Securities Act 2009 (PPSA)
    1. Capitalised words not otherwise defined in this clause have the meaning given to them in the PPSA.
    2. You acknowledge that this contract creates a Security Interest in the Data Box Equipment, and that this Security Interest is registrable on the Personal Property Securities Register.
    3. You must sign and deliver any documents that we (or the Owner) requires to ensure that we (or the Owner has a perfected first ranking Security Interest in the Data Box Equipment under the PPSA;
    4. You indemnify us (and the Owner) for any costs incurred in registering or maintaining that Security Interest and/or (if relevant) exercising rights under Chapter 4 (Enforcement) of the PPSA;
    5. You waive any right to receive a copy of a Verification Statement verifying the registration of a Financing Statement or a Financing Change Statement.
  1. Privacy
    1. We may collect, use and disclose personal information about you to decide whether to start, stop or limit supply to you of personal credit, a Service or the products and services of other Data Box Group Companies.
    2. We may collect, use and disclose personal information about you for purposes related to the supply of a Service (or for purposes which would be reasonably expected) including invoicing and account management, business planning and product development, and to provide you with information about promotions, as well as the products and services of Data Box Group Companies and other organisations.
    3. We may collect, use and disclose personal information about you for the purposes in clauses 1 and 13.2 above to or from:
    4. We may be permitted or required by applicable laws to collect, use or disclose personal information about you, including to:
    5. Where we will be (or will under the Privacy Act 1988 (Cth) be) considered to be a credit provider to you in relation to the Agreement, the following provisions will apply:
    6. We may give information about you to a credit reporting agency for the following purposes:
    7. You agree that:
    8. If you wish to only receive communications that are account-related or legally required, you may request not to receive other communications by submitting a written request to us.
    9. If you are an individual, you are entitled to:
    10. If you do not provide part or all of the personal information requested by us then we may refuse to supply, or limit the supply to you of, personal credit or a Service.
    11. By providing your personal information to us and accepting a Service, you acknowledge and consent to the collection, use and disclosure of your personal information as set out in this clause 16 and in accordance with our privacy policy a copy of which will be made available by us on request or may be viewed on our website.
    12. If you have authorised us to give or accept verbal instructions or other communication to or from you in connection with a Service and you have informed us of a password to be used for our verification purposes when such verbal instructions or other communication is given or received, you agree:
    13. The reference to “you” in this clause 10 includes a reference to and is applicable to our collection, use and disclosure of the personal information of any of your Personnel who completes or signs an Order on your behalf.

14. Charge over property – You and Guarantor

14.1 To secure payment of all monies which are or may become payable by you to Data Box under this Agreement, you and the Guarantor (or where you or the Guarantor is comprised of two or more persons then each person jointly and severally) (Chargor) hereby charges with the due payment of all of those monies all of interests in real property wherever located both present and future and the Chargor consents to Data Box lodging a caveat or caveats over such property to protect its interest.

14.2 Upon demand by Data Box, the Chargor agrees to immediately execute a mortgage or other instrument in terms satisfactory to Data Box to further secure the Chargor’s indebtedness to Data Box.

14.3 Should the Chargor fail within a reasonable time of such demand to execute such mortgage or other instrument then the Chargor appoints irrevocably the credit manager or a duly authorised officer of Data Box to be the Chargor’s lawful attorney to execute any such mortgage or other instrument.