Terms of Use

Last updated on 15 March 2023


Welcome to uConnected.

uConnected Pty Ltd ABN 88 619 480 509 is referred to in this agreement as 'uConnected', 'we', 'our', or 'us'), and you are referred to as 'the Client' or 'you'.

uConnected is a Melbourne-based business providing expert communication solutions to Australians. Our services include various products as detailed on our website from time to time (Services) to help businesses best serve their customers. We thrive in an innovative environment and are always working to provide the very best for our customers. We hope you love uConnected!

What are these terms about?

These terms apply when you engage uConnected to perform Services, by placing an order through our website (accessible at: https://www.uconnected.com.au) and any other websites we operate with the same domain name and a different extension, our mobile application(s) available on the Apple iOS Store and the Google Play Store, and any other platforms we may offer from time to time (collectively, the Platform).

Descriptions of the specific Services we offer is set out on the Platform (Service Description).

If you're looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it at https://www.uconnected.com.au/privacy.

You will be taken to have accepted this agreement if you accept these terms, or otherwise order, accept or pay for any Services after receiving or becoming aware of this agreement.

Please let us know if you have any questions about these terms, and don't continue using our Platform or purchase any Services unless you have read and agree to these terms.

1. Submitting an Order

  1. By submitting an order for purchase of Services using the Platform's functionality (Service Order) the Client represents and warrants that:
    1. they meet the eligibility criteria set out in clause 4; and
    2. they are authorised to use the debit or credit card they provide with their Service Order.
  2. Submitting a Service Order constitutes the Client's intention and offer to enter into this agreement. In consideration for the payment of the fees set out in the Service Order (Fees), uConnected will provide the Client with services set out in a Service Order (Services).

2. Documents Incorporated Into This Agreement

The documents that are incorporated into this agreement include:

  1. these General Terms;
  2. the Client's Service Order; and
  3. the following documents available on the Platform:
    1. applicable Service Descriptions;
    2. the Complaints Handling Policy;
    3. Financial Hardship Policy; and
    4. Critical Information Summaries.

3. Changing This Agreement

  1. uConnected may update any part of this agreement at any time without notice to the Client, if such an update will not be detrimental to the Client or if such a change is required by law, for example, where there is an increase to the GST.
  2. If uConnected makes changes to this agreement that are detrimental to the Client, for example, by increasing the price of the Services, uConnected will give the Client written notice (normally by email) and the opportunity to cancel the Services before such changes come into effect.
  3. The Client continuing to order, accept or pay for any Services provided by uConnected following an update of this agreement under this clause will represent an agreement by the Client to be bound by this agreement as amended.
  4. The Client is encouraged to check the date at the top of the General Terms to see when uConnected last updated the General Terms.

4. Eligibility

To purchase the Services the Client must:

  1. be at least eighteen (18) years of age;
  2. accept any applicable third party terms in accordance with clause 5;
  3. provide acceptable identification in accordance with clause 5;
  4. not have any outstanding accounts with uConnected; and
  5. not have previously misused our services.

5. Identification, Privacy and Client Information

  1. The Client acknowledges and agrees that:
    1. as a carriage service provider, uConnected may be required by law to establish the Client's identity or residential address prior to providing a particular Service. In such circumstances, if uConnected is unable to identify the Client or verify the Client's address, or if the Client provides false or inaccurate information to uConnected, uConnected will not be required to supply the relevant Service to the Client;
    2. uConnected may be required by law to seek additional information or specific proof of identity from the Client from time to time, and if the Client fails to supply such required information, uConnected will be able to suspend the relevant Service to the Client; and
    3. uConnected may be required by law to intercept communications transmitted via the Services or to monitor the Client's usage of the Services.
  2. The Client warrants that:
    1. it will provide uConnected with all documentation, information and assistance reasonably required for uConnected to perform the Services;
    2. all information it provides to uConnected is complete, accurate and up to date; and
    3. if the Client's name, email, mail or residential address changes, the Client must inform uConnected of such changes within 14 days.
  3. The Client acknowledges and agrees that uConnected will collect, use and/or disclose the Client's personal information in accordance with uConnected's Privacy Policy, which may be found here: https://www.uconnected.com.au/privacy
  4. The Client agrees to receive from uConnected marketing and promotional messages and other information that may be of interest and for the purpose of direct marketing (in accordance with the Spam Act 2003). This includes uConnected's email newsletter containing tips, offers and new features. The Client can opt-out of receiving marketing materials from uConnected at any time by using the opt-out facility provided (i.e. an unsubscribe link). The Client cannot opt-out of necessary service-related emails from us.

6. Third Party Suppliers

  1. The Client acknowledges and agrees that the Services are telecommunications services that by their nature are dependent, directly and indirectly, on related services provided by third party suppliers (Suppliers).
  2. Many aspects of the Service may be subject to the terms and conditions and policies of the Supplier providing the relevant service (Supplier Terms). For example, if the Service includes an internet connection powered by Optus, then Optus' terms and conditions and policies will apply.
  3. The Client agrees to familiarise themselves with any Supplier Terms applicable to any goods and/or services provided by the Suppliers and, by instructing uConnected to acquire the goods or services on the Client's behalf, the Client will be taken to have agreed to such Supplier Terms.
  4. uConnected does not control, and is not responsible for, any interruption, degradation or failure of the service to the extent it is caused or contributed to by the Suppliers.

7. Services

  1. The various Service Descriptions offered by uConnected are set out on the Platform. The Client will have access to the particular Services set out in the relevant Service Description selected in the Client's Service Order.
  2. Service Descriptions may include, from time to time, a certain number of call minutes the Client can use in a particular billing month (Minutes).
  3. Unused Minutes in a particular Service Description expire at the end of the relevant monthly billing period and do not rollover to the following month.
  4. A Client's allocation of Minutes is considered 'used' both in relation to inbound and outbound calls. Calls are rounded up to the nearest minute.
  5. All invoice, billing and usage related processes occur in Melbourne/Sydney time, being AEST or AEDT time zones. uConnected will display the Client's call history in their chosen time zone.
  6. The Client is responsible for any use of the Services by any other person, including but not limited to any charges incurred by a person using the Services and any account changes made by a person with whom the Client shared their account details.

8. Fees

  1. PREPAID PLANS – These are plans with an ID of 15 or higher. On these plans, it is not possible to accumulate extra usage beyond the amount of minutes included in your chosen recharge option. Your plan ID is visible on your plan’s Critical Information Summary.
    1. (Timing of Payment) The Client must pay the Fees in two scenarios, whichever happens first:
      1. When the monthly renewal date is reached, or
      2. When 100% of the included minutes are consumed prior to the monthly renewal date
    2. (Auto Top Up/Recharge) The client authorises uConnected to automatically top up their service from their provided payment method in the above scenarios, and acknowledges that services that do not get topped up with additional minutes become suspended, and eventually cancelled. If this takes place, their phone number may be lost. Service top ups/recharges are non-refundable.
    3. (Extra Usage Charges) Such charges are not applicable on this plan type.
  2. LEGACY PLANS – These are older plans with an ID of 14 or lower. On these plans it is possible to accumulate extra usage that is chargeable at the extra usage rate defined in the relevant Critical Information Summary. If you are not sure which plan type you are on, please contact us.
    1. (Timing of Payment) The Client must pay the Fees on a monthly basis, with any Extra Usage Charges (defined in 8(b)(ii) below) added to the following month’s invoice. uConnected will email the Client with an invoice on the first day of the Client’s monthly billing period, with an automated payment attempt from the Client’s nominated credit/debit on the fifth day after the start of the then-current billing month.
    2. (Extra Usage Charges) If the Client’s usage of the Services exceeds the allowance set out in the Service Description, the Client must pay the “Extra Usage Charge” at a rate of $0.15 per minute (or as otherwise set out on the Platform from time to time) of usage that exceeds their allowance.
  3. (Online payment partner) uConnected may use third-party payment providers (Payment Providers) to collect the Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and uConnected is not liable for the security or performance of the Payment Provider. uConnected reserves the right to correct, or to instruct the Payment Provider to correct, any errors or mistakes in collecting the Client's payment.
  4. (Direct Debit) Fees will be taken using direct debit (DD). The Client:
    1. authorises direct debit in line with the Payment Provider's separate DD Authorisation Form and any DD Agreement as applicable;
    2. agrees to enter into any DD Agreement required by the Payment Provider;
    3. authorises uConnected to charge the Client's bank account, credit card or debit card in advance in line with any DD Authorisation Form and any DD Agreement;
    4. must ensure that there are sufficient funds available in the Client's account to allow the Payment Provider to debit the Fees payable;
    5. acknowledges and agrees that there may be additional payments required from the Payment Provider if the Client misses or fails to make any payment. These terms are separate and in addition to this agreement; and
    6. acknowledges that uConnected will not pay any charge back amount if the Client fails to cancel the Services in accordance with clause 17. By choosing a recurring payment plan, the Client acknowledges that the Services have an initial and recurring payment feature and the Client accepts responsibility for all recurring charges prior to your cancellation of the Services.
  5. (Other Service Provider Charges) When people call the Client's uConnected phone number, the caller's service provider will charge them the usual rate for the relevant type of call. As most uConnected phone numbers are landlines, this is usually a flat rate local call however this may vary depending on the location of the caller and the terms of their service provider. uConnected is not responsible for any charges applied by a caller's carrier when they dial the Client's uConnected phone number.
  6. (Promotional Discounts) From time to time, uConnected may offer promotional discounts to current and new clients. The terms of such promotional discounts will be set out on the Platform. In general:
    1. these discounts are applied exclusively to regular monthly invoices and not to plan upgrades or other purchases that may be available to clients;
    2. discounts are calculated as either a percentage of the monthly invoice's total or as a dollar value, both of which are deducted from the Client's invoice to reduce the total Fees payable; and
    3. monthly invoices cannot go into credit (in other words, a Client cannot accrue credits or be owed funds by uConnected).
  7. (Free Trials) From time to time, uConnected may offer new clients the opportunity to try the Services free of charge. In this instance, the Client may cancel the Services at any time within their first billing month without incurring costs. The free trial may include a restricted number of call forwarding minutes and are available once per person, phone number, email address and/or payment method. Free trials are made available at the discretion of uConnected and uConnected is under no obligation to offer free trials.
  8. (Currency & GST) All prices are in Australian Dollars and include GST.

9. Excessive Usage

  1. If uConnected becomes aware of, or reasonably suspects, that the Client's use of the Services is unusually high (for example, use of minutes is considerably beyond a member's monthly included allowance, generally above 200%), uConnected reserves the right to suspect a Client's account.
  2. In this event, uConnected may end the Client's monthly billing period early to prevent the Client from incurring very high Extra Usage Charges. The Client's billing period will be revised to conclude early, and the Client will be immediately invoiced for their next prepaid monthly billing period (along with the then-current Extra Usage Charges).
  3. The Client will continue to be able to use the Services on the condition that the Client's invoice is paid by the relevant due date.

10. Fair Use of the Services

  1. uConnected reserves the right to limit, restrict or terminate the Services if the Client is using the Services in a way that uConnected considers excessive, unreasonable or fraudulent.
  2. Usage within a Client's allowance of minutes in their Service Description (where that allowance is not unlimited) is considered fair use.
  3. Generally, usage beyond 2,500 minutes with a particular billing period on any Service Description (including unlimited plans or plans without a set limit) is considered excessive use.

11. Client Obligations

11.1 Service Use

The following clauses apply to the Client's use of the Services.

  1. (permitted use) The Client must only use the Services in accordance with:
    1. all applicable laws;
    2. all directions issued by the relevant authorities;
    3. any rules imposed by any third party whose content or service the Client accesses via the Service or whose network the Client's data traverses; and
    4. all reasonable directions issued by uConnected, such as directions uConnected is required to make by its Suppliers or the law.
  2. (one user only) A single uConnected account must only be used by one individual user. The Client must register for multiple accounts if it has a team of multiple users.
  3. (prohibited use) The Client must not use, attempt to use or allow another person to use the Services:
    1. in a way that breaches any laws or regulations, including by using the Services to
      1. transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing, unwanted or otherwise prohibited by law;
      2. engage in any misleading or deceptive business or marketing practice;
      3. engage in any fraudulent or illegal activity;
      4. in a way which incites discrimination, hate or violence towards one person or group, including because of their race, religion, gender, sexuality or nationality; or
      5. in a way which enables children to access services inappropriate for a minor or to establish (or try to establish) contact with a minor not otherwise known to the Client;
    2. in any way which damages, interferes with or interrupts the Services or the network used to supply the Services;
    3. to resell, distribute or reproduce any part of the Services, or operate a contact centre, telemarketing business, collection agency, direct sales service, or similar without uConnected's prior written approval;
    4. to make or receive calls or send or receive messages other than for the Client's personal or business use;
    5. to wholesale any part of the Services, including by transmitting, refiling or aggregating domestic or international network traffic;
    6. to onsell the Services or to operate a carriage service, or to act as a carrier (as those terms are defined in the Telecommunications Act 1997 (Cth)); or
    7. via a device that switches or reroutes calls to or from the Services.
  4. (directions) uConnected or the Suppliers may make reasonable directions in relation to the Client's use of the Services and if the Client fails to comply with such directions, uConnected may take all reasonable steps to ensure compliance, including by suspending or cancelling the Services without further notice to the Client, and notifying relevant authorities.
  5. (restrictions) The Client acknowledges and agrees that uConnected or a Supplier may restrict or block access to any number or Services (other than an emergency number or Services), if required for technical, operational or commercial reasons.
  6. (ownership of numbers and IP addresses) The Client acknowledges that it does not own the telephone numbers or IP addresses uConnected provides the Client as part of the Services. uConnected may change, withdraw or reset a number, in accordance with its standard operating procedures and/or directions from a Supplier and any rights it may have under the Telecommunications Numbering Plan.
  7. (law enforcement) Unless otherwise required by law, uConnected is in no way obliged to assist in any kind of law enforcement or litigation activities.

11.2 Responsibility for Equipment

  1. The Client acknowledges that the Services may require the provision and installation of equipment within the Client's premises (Service Equipment). The Client is solely responsible for acquiring, installing and maintaining the Service Equipment via the Suppliers or independently. The Client acknowledges that uConnected will have no responsibility to supply, configure or maintain the Client's Service Equipment.
  2. If the Client uses the Services via its own equipment, such as a mobile phone, router or cabling supplied by the Client (Client Equipment), the Client must ensure that the Client Equipment and services associated with installing the Client Equipment:
    1. comply with all relevant laws, regulations and directions of the relevant authorities; and
    2. comply with all of uConnected's or Suppliers' reasonable requirements.
  3. If the Client Equipment does not meet the requirements of this agreement, uConnected may, without notice to the Client:
    1. prevent the Client Equipment from accessing all or some of the Services;
    2. suspend the Client's access to the Services; or
    3. cancel the Services and terminate this agreement.
  4. The Client is solely responsible for any maintenance of the Client Equipment or wiring at the Client's premises that is beyond the networks of carriers over which uConnected delivers its Services. Where the Client reports a fault with the Services to uConnected, the Client must liaise with uConnected to identify the cause of the fault and the Client must provide all reasonable assistance to test the Client Equipment and the relevant wiring and, if requested, provide the results of such tests to uConnected support staff.

11.3 Notification of Fraud and Misuse

The Client must immediately notify uConnected by using the contact details provided on the uConnected website, if it becomes aware or suspects at any time that the Services have been stolen, compromised, misused or used to commit fraud or another crime.

12. Service Limitations and Requirements

  1. To the extent permitted by law, the Client acknowledges and agrees that uConnected or its Suppliers do not control and have no responsibility for:
    1. the Client's right or ability to use, access or transmit any third party content using the Services;
    2. the accuracy or the completeness of any content which the Client may use, access or transmit using the Services;
    3. the consequence of the Client using, accessing or transmitting any content using the Service, including without limitation any virus or other harmful software;
    4. any charges which a third party may impose on the Client's use of their service that is accessed via the Service; or
    5. the quality and reliability of the Service.
  2. To the extent permitted by law, the Services are provided to the Client strictly on an 'as is' basis. uConnected cannot guarantee and makes no warranties, to the extent permitted by law, that:
    1. the Services will be free from issues, errors, defects, failures, obstructions, downtimes, interruptions or interference;
    2. the Services will be accessible or available at all times; and
    3. the Services will always be delivered at any particular quality or reliability.
  3. uConnected will not be liable for any loss or damage suffered as a result of any issues with the Services (including the service limitations set out in clause 12(b)), including any legal costs, damages, sales expenses and loss of business.
  4. The Client acknowledges that factors beyond uConnected's control, such as network congestion, maintenance, technical capabilities, geographic factors, obstructions or interference may also cause interruptions to the Service and uConnected will have no responsibility for such interruptions.
  5. uConnected will not be liable to provide the Service to the Client if it becomes impracticable to do so due to causes beyond uConnected's reasonable control, including, without limitation, Force Majeure (as that term is defined in clause 24) or acts or omissions of other carriers or carriage service providers or any government or regulatory authority that have an impact on the Services.
  6. The Services should not be relied on to contact emergency services or other emergency calls, and the Client agrees that uConnected will not be liable in connection to such uses.
  7. The Services may not be suitable for some non-voice applications, for example, but not limited to, doorbells, HICAPS machines, Franking Machines, Paging Systems, fax, machines, data modems, EFTPOS terminals, security monitoring services or terminals that require a standard phone line.
  8. The Client acknowledges and agrees that it is a condition of the Services that the Client maintains internet access and an internet connection by way of a Supplier in order for the Service to work.

13. Use of the Platform

The Client acknowledges and agrees:

  1. not to copy, reproduce, translate, adapt, vary or modify the Platform without uConnected's express consent;
  2. not to use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
  3. not to use the Platform for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;
  4. not to attempt to breach the security of the Platform or uConnected's system security, or otherwise interfere with the normal function of the Services, including by:
    1. gaining unauthorised access to company accounts or data about other users of the Services;
    2. scanning, probing or testing the Services for security vulnerabilities;
    3. overload, flood, mailbomb, crash or submit a virus to the Platform's system; or
    4. instigate or participate in a denial-of-service attack against the Services or the uConnected's system; and
  5. to ensure that the Client's employees, sub-contractors and other agents who the Client has authorised to use or access the Platform comply with this agreement.

14. Operation of the Platform Dependent on Third Parties

The Client acknowledges that the Platform is dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Services (including the Platform) can no longer function as they did prior to the update, uConnected will not (to the maximum extent permitted by law) be liable to the Client for any loss or damage the Client might suffer as a result.

15. Security

uConnected does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to the Client's data or information, computer systems, mobile phones or other electronic devices arising in connection with use of the Platform. The Client should take their own precautions to ensure that the process which they employ for accessing the Services does not expose the Client to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

16. Suspension of Services

  1. uConnected may suspend all or some of the Services at any time, without notice if:
    1. required by law to do so;
    2. directed to do so by a relevant authority;
    3. there is a case of an emergency;
    4. uConnected suspects fraud or attempted fraud associated with the Services;
    5. if the Client has fees overdue; or
    6. if the Client has reached a use limitation point in the Service Description.
  2. uConnected may suspend all or some of the Services with a reasonable notice to the Client, if:
    1. uConnected or its Suppliers consider it is appropriate to do so to reduce the incidence of fraud;
    2. the Client breaches this agreement or any of the Supplier Terms associated with the Services;
    3. the Client breaches any of uConnected's or the Suppliers' policies;
    4. it is necessary to allow uConnected or a Supplier to rectify a failure or malfunction of the Service, or to perform an upgrade or to maintain the Service;
    5. to reduce or prevent interference with the Services or the mobile digital network operated by a Supplier;
    6. uConnected has a reasonable suspicion that the Client, or a person the Client has allowed to use the Services, is misusing the Services or is not authorised to use the Services;
    7. the Client permanently vacates the Site or another premises where the Services is provided; or
    8. uConnected is otherwise authorised to do so by this agreement and the relevant laws, regulations and industry codes.

17. Cancellation

17.1 Cancellation by the Client

  1. The Client may cancel the Services at any time before the end of the then-current billing period by providing written notice to uConnected, either by contacting uConnected via email or the contact form accessible on the Platform.
  2. Cancellation will be effective immediately and any unused Minutes for that month will be forfeited immediately without reimbursement by uConnected.

17.2 Cancellation by uConnected

In addition to any other termination rights uConnected may have under this agreement, uConnected may terminate this agreement with a reasonable notice to the Client, if:

  1. uConnected suspends the Services to the Client for more than 14 days;
  2. an event beyond uConnected's reasonable control prevents uConnected from supplying the Services for more than 14 days; and
  3. uConnected has a reasonable suspicion that the Client, or a person the Client has allowed to use the Services, is misusing the Services or is not authorised to use the Services.

17.3 Effect of Cancellation

  1. As cancellation is effective immediately, uConnected recommends that Clients notify their customers of their new contact number and update their contact details on their websites and other platforms prior to cancellation.
  2. If the Client has outstanding Extra Usage Charges or other charges outstanding on cancellation, the Client will be billed in the usual method on cancellation.
  3. uConnected does not charge a fee to port the Client's number to another network carrier, however the Client's new network Carrier may charge a fee.
  4. uConnected does not guarantee that the Client will have the option to recover their uConnected phone number after cancellation.
  5. No rights, liabilities or remedies of any party will be invalidated by the termination.

17.4 Survival

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

18. Intellectual Property

  1. uConnected and/or the Suppliers, as the case may be, retain ownership of all materials developed or provided (or both, as the case may be) to the Client in connection with the Services. Such materials include telephone numbers, IP addresses, text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software (Service Content).
  2. uConnected, and/or the Suppliers, as the case may be, reserve all rights in any Intellectual Property Rights in the Service Content which are not expressly granted to the Client.
  3. The Client must not reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from uConnected or as permitted by law.
  4. For the purposes of this clause 18, 'intellectual property rights' means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

19. Warranties

  1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement or a Service Order are excluded.
  2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

20. Liability

  1. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of uConnected to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to the total Fees paid to uConnected by the Client in the 6 months preceding the first event giving rise to the relevant liability.
  2. (Indemnity) The Client agrees at all times to indemnify and hold harmless uConnected and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client's officers', employees' or agents':
    1. breach of any term of this agreement; or
    2. negligent, fraudulent or criminal act or omission.
  3. (Consequential loss) uConnected will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by uConnected, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

21. Subcontracting

uConnected may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

22. Assignment

  1. The Client agrees that uConnected may assign all or part of its rights under this agreement to any person at any time, without providing notice to the Client.
  2. The Client agrees and consents that this agreement may be novated (that is, uConnected will be replaced as a party to this agreement by another person) to any other person by either uConnected or the person to whom this agreement will be novated by notice to the Client, provided that the novation is on terms no less favourable to the Client than the terms of this agreement immediately before the novation.
  3. The Client cannot assign or novate any of its rights or obligations under this agreement.

23. Dispute Resolution

  1. The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.
  2. If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.
  3. The parties acknowledge that compliance with this clause is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
    1. in the case of applications for urgent interlocutory relief; or
    2. a breach by another party of this clause 23.

24. Force Majeure

uConnected will not be liable for performance delays nor for non-performance due to causes beyond uConnected's reasonable control, including any delay due directly or indirectly to COVID-19 (Force Majeure).

25. Notices

  1. A notice or other communication to a party under this agreement must be:
    1. in writing and in English; and
    2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
  2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
    1. 24 hours after the email was sent; or
    2. when replied to by the other party,
    whichever is earlier.

26. General

26.1 Governing Law

This agreement is governed by the law applying in Victoria, Australia.

26.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

26.3 Relationship

  1. Nothing contained in this agreement creates an agency, partnership, joint venture or employment relationship between uConnected and the Client or any of their respective employees, agents or contractors.
  2. Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.

26.4 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

26.5 Further Acts and Documents

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

26.6 Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

uConnected Pty Ltd | ABN: 88 619 480 509 | PO Box 918, Ringwood 3134