Seglo Phone Terms of Service

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 the Client by a third-party carrier or carriage service provider,

including the mobile plan and SIM associated with 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).

2.1 Seglo provides **software infrastructure, user interface, application logic and

cloud hosting only**. Seglo does not sell, resupply, or provide SMS, MMS, voice

minutes, call carriage, mobile plans, SIM cards or any telecommunications service.

2.2 Seglo is not a carrier and not a carriage service provider within the meaning

of the *Telecommunications Act 1997* (Cth). The Platform is a software tool that the

Client uses to operate its own Telecommunications Service.

2.3 Bring-Your-Own-SIM. The Client is solely responsible for procuring, activating,

maintaining and paying for its own mobile plan, SIM and number from a licensed

third-party Australian telecommunications provider. The carriage relationship exists

exclusively between the Client and that provider.

2.4 Seglo does not own, control, guarantee or warrant the availability, coverage,

reliability, quality, latency or continuity of any Telecommunications Service or

underlying carrier network. Any interruption, degradation or failure of the

underlying network is a matter solely between the Client and its provider.

2.5 The Client's number is provided by, and remains with, the Client's own carrier

at all times. Seglo does not hold, control, allocate or port the number. Suspension

or termination of the Platform does not affect the Client's carrier service or

number.

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

(a) the terms, acceptable use policy and fair use policy of its own carrier; 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 any charges, excess usage, throttling, suspension or

penalty imposed by its carrier arising from its use of the Platform.

4.1 The Platform is provided strictly for **legitimate, day-to-day, human-to-human

business communication**. The Client and its Authorised Users must not use the

Platform, and must not permit the Platform to be used, for:

(a) automated or bulk marketing campaigns of any kind;

(b) machine-to-human or bot-generated messaging or automated dialing;

(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 fair use policy of the Client's carrier; or

(e) any unlawful, fraudulent, abusive, high-volume or automated use that is not

genuine human-to-human communication.

4.2 The Client warrants that it holds all consents required under the *Spam Act 2003*

(Cth) and all other applicable laws for every message it sends via the Platform, and

that it maintains accurate records of those consents.

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

5.1 The Platform is a software application and is **not a substitute for a standard

telephone service**. Depending on the Client's device, network, power and internet

connectivity, access to emergency service numbers (including 000) may be

limited or unavailable through the Platform.

5.2 The Client acknowledges this limitation, must not rely on the Platform for emergency

calls, and is responsible for maintaining an alternative means of contacting

emergency services. Seglo has no liability in connection with any inability to reach

emergency services via the Platform, to the maximum extent permitted by law.

6.1 Client Content transmitted through the Platform is **encrypted in transit and

encrypted at rest**.

6.2 No content monitoring. Seglo does not monitor, read or intercept the content of

the Client's communications. Seglo's automated compliance systems operate on

metadata and traffic data only (see clause 7). Message content is processed

solely to the extent technically necessary to transmit, deliver and store the

Client's communications, or where strictly necessary to provide support or 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.

7.1 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 set, vary and enforce reasonable usage thresholds without notice.

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.

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.

9.1 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.

9.2 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.

10.1 On termination, the Client may, within 30 days, request an export of Client Content

in a machine-readable format.

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).

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

11.2 Fees are for the Platform software licence and hosting only, and are **separate from

and additional to** any charges payable by the Client to its carrier.

11.3 Except as provided in clause 9.4, or as required by the ACL or other non-excludable

law, fees are non-refundable.

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.

13.1 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 its

carrier may suspend, restrict, throttle, block or terminate its SIM, number or

Telecommunications Service. To the maximum extent permitted by law, Seglo bears no

liability for any such carrier action. The Client remains liable for Platform fees

for services actually provided; where a carrier action not caused by the Client's

breach renders the Platform unusable, 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.

14.1 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.

15.1 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 by the Client's carrier or any third party arising from the Client's

use of the Platform.

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.

17.1 If the Client has a complaint about the Platform, it should contact Seglo at

[email protected]. Seglo will acknowledge the complaint and work in good faith to

resolve it within a reasonable time.

17.2 Because Seglo is not a carrier or carriage service provider, the

Telecommunications Industry Ombudsman (TIO) does not have jurisdiction over the

Platform. Complaints about the underlying carriage service, SIM or number must be

directed to the Client's own carrier.

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

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.

19.1 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.

20.1 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 constitute the entire agreement between the

parties in relation to Seglo Phone and supersede all prior representations and

agreements in relation to the Platform.

20.6 Notices. Notices must be in writing and sent to the parties' nominated

addresses or email (for Seglo: [email protected]).