Introduction

This agreement applies to the purchase of certain co-location services by the Customer from DTS Limited ("DTS").

This agreement is made up of a number of Schedules as set out below, all of which form an essential part of this agreement between the Customer and DTS:

• Schedule 1 – Services
• Schedule 2 – Service Level Agreement
• Schedule 3 – Payment Schedule
• Schedule 4 – Operational Change Control
• Schedule 5 – Service Review Process
• Schedule 6 – General Terms and Conditions

This introduction and the Schedules are together referred to as the "Agreement".

DTS agrees to provide the Services (as set out in Schedule 1) to the Customer in consideration for the fees (as set out in Schedule 3) on the terms and conditions of this Agreement.

Schedule 1 – SERVICES

describes the technology, infrastructure, and associated operational services supplied by DTS. It defines the respective roles and responsibilities of DTS and the Customer, as well as the scope of the service to be performed by DTS. References in this Agreement to Services are references to the Services described in this Schedule.

Article I. Data Centre Environment Provisions

Article II. Operational Services

Article III. Customer Responsibilities

Except to the extent that DTS is responsible for the following under this Agreement, Customer will maintain responsibility for:

• All application software licenses;
• Ongoing support of applications;
• Insurance, provision, and support of all Customer Equipment.

Article IV. Liability Limit

DTS warrants that DTS has in place now and will on a continuing basis take all reasonable technical and organisational measures to keep data stored on Customer Equipment secure and to protect it against accidental loss or unlawful destruction, alteration, disclosure or access.

Notwithstanding this clause or any other provision in this Agreement, DTS cannot guarantee the total security of any Customer data or content on Customer Equipment or otherwise provided to DTS. Accordingly any Customer data or content which is provided to or transmitted to DTS by the Customer is done so at Customer's own risk and DTS expressly excludes any liability for loss of such Customer data or content.

Notwithstanding any other provision of this Agreement, the total liability of DTS to the Customer arising from any breach (or series of related breaches) of this Agreement, negligence or other action or contravention of any statute shall not in aggregate exceed three times the total Fixed Monthly Charge defined in section 1.1 of Schedule 3.

Lead Time

Lead times are not guaranteed and are subject to service provider availability, building consents, etc. This lead time is based on the lead time required for installation of Dark Fibre, which is the aspect of Service with the longest service provider lead time for completion.

Definitions

In this Agreement, the following terms or expressions shall have the following meanings (unless the context otherwise requires):

Service Availability Service Level

DTS will ensure the Data Centre environment, customer's access to the DTS network, and Customer's access to the Customer Equipment are available in accordance with the table below. Unavailability due to Scheduled Maintenance shall not be considered a breach of this Service Level. All Scheduled Maintenance will be scheduled and agreed through the change control process. DTS will ensure that no Scheduled Maintenance occurs during Business Hours, unless specifically agreed with Customer.

DTS will comply with the following Outage Service Level:

Call Response, Resolution and Escalation Service Levels

DTS shall provide a Response to and Resolve all Calls within the timeframes set out below, according to the priority rating reasonably set by Customer.

Applicable hours: Within Prime Hours of Availability (8am to 6pm Monday to Friday excluding Public Holidays). Frequency of measurement: Per Call.

Applicable hours: Outside Prime Hours of Availability. Frequency of measurement: Per Call.

Materially Deficient Services

The Services shall be considered to be "Materially Deficient" in the case of a failure of any Service or Service Level in the manner set out in the table below. If the Services are Materially Deficient, then the client is entitled to terminate the contract.

Payment Terms

Time and Material Rates

In addition to the fixed charges set out in the preceding clause, DTS shall charge Customer for time and material incurred in providing the Services at the following rate. The maximum hourly rates for DTS personnel are:

Break Fee

Note: the following services are excluded from any calculation of Break Fees and are payable in full for the whole contracted period: Dark Fibre.

Break Table

This table sets out the applicable Break Fees:

Operational Change Control

Clients are required to advise DTS of hardware they intend to place within their leased rack(s) prior to deployment to allow for accurate power capacity management practice to be followed. Customers are required to submit a request to install additional hardware and wait to receive approval before installing new equipment. DTS reserves the right to reject such requests where deployed hardware is deemed likely to have a detrimental effect on other clients' services.

Customers must email support@dtsanz.com for approval before deploying hardware other than that stipulated within this contract.

Service Review Process

Background

IT Services Relationship: The Customer has selected DTS to provide co-location Services as described in this Agreement. Recorded here are the general rights and obligations of the Parties in relation to the supply of those Services.

DTS to Provide the Services: During the Term, DTS will perform the Services in accordance with the terms of this Agreement.

Agreement

The parties enter into this Agreement, which includes all its Schedules, to record the terms and conditions on which the Customer purchases and DTS supplies the Services.

Unless otherwise stated in the schedules, if there is any inconsistency between the terms set out in the general terms and conditions of the Agreement and the other Schedules, the inconsistency is to be resolved in favour of the general terms and conditions.

Relationship Management

Responsibilities of Relationship Managers: The Relationship Managers will:

• Maintain the relationship: have primary responsibility for establishing and maintaining an effective, proactive business relationship between the Parties;
• Recommend: assess and recommend technology and process improvements which will realise benefits for both Parties;
• Change Requests: ensure that Change Requests are promptly considered and managed in accordance with the Change Control Processes;
• Exchange information: exchange information about the Parties' respective objectives, visions, needs and risks; and
• Strategic: undertake such other responsibilities or actions consistent with the strategic benefits of the relationship intended by the Parties and as reasonably requested by either of the Parties.

Substitution of Equipment or Software

Joint Responsibilities

In entering into and performing its obligations under this Agreement, each party represents and agrees:

• Power and authority: it has full corporate power and has obtained the required authority to enter into and perform its obligations under this Agreement;
• Authority levels: that where approvals or decisions are contemplated by this Agreement the party's decision will be given promptly and will be within that party's delegated authority levels;
• No breach of other agreements: that the full performance of its obligations will not result in the breach of any other agreement;
• Care and skill: to perform its obligations with care, skill and diligence;
• Co-operate: to co-operate with the other party in good faith and perform their respective obligations under this Agreement in a timely manner;
• Provide access to sites and resources: to provide the other party with reasonable access to resources and/or sites to the extent necessary to allow the other party to perform its obligations under this Agreement, subject to the other party complying with all reasonable security, operational and confidentiality measures the party providing access, including remote access, may require;
• Keep full records: to keep full, true and up-to-date accounts, records and documentation relating to the Services, and retain the same for a period of one year after this Agreement terminates;
• Comply with health and safety obligations: to comply with the Health and Safety in Employment Act 1992 and any health and safety policies as notified in writing to the party in all relevant respects, particularly when on the premises of the other party, and for that purpose, to use reasonable efforts to advise the other of its relevant safety plans and identifiable hazards;
• Notify other party: to promptly notify the other party of any matter which may materially impact on the notifying party's ability to perform its obligations under this Agreement, and any matter in dispute between the Parties (provided that such notification shall not in itself be construed as an admission of liability or breach); and
• Security and confidentiality: comply with the other party's reasonable security, operational, and confidentiality requirements as set out in this Agreement and as advised to that party by the other from time to time in writing.

DTS's Responsibilities

Equipment and software: DTS will ensure that, for the term of this Agreement, it:

• Owns, or has the rights to use, the Facilities Management Environment in accordance with this Agreement;
• Will maintain the Facilities Management Environment in accordance with this Agreement (excluding where this is identified or otherwise agreed by the Parties in writing to be the Customer's responsibility).

Customer Responsibilities

The Customer will at all times during the Term, including any Disengagement Period:

• Right to use: use reasonable endeavours to ensure that DTS has the right to use and deal with the Customer Environment as contemplated by this Agreement;
• Use Services properly: ensure the Customer's personnel use the Services properly in accordance with this Agreement and any written instructions which may be received from DTS prior to use of the particular Services;
• Provide documents: at no cost to DTS, use all reasonable endeavours to make available relevant technical documentation held by the Customer (or authorised agents) in relation to the Customer Environment and such other documentation as DTS may reasonably request to allow DTS to provide the Services (subject to such request not being unreasonable as defined by standard practice within the information technology industry, in which case the Customer shall be entitled to charge a reasonable amount for the time required to prepare such document copies);
• Make good damages: use all reasonable endeavours to repair, replace, or put right any damage caused solely by a fault in the Customer Equipment, or by negligence or deliberate acts of Customer staff or their subcontractors that results in material damage or cost to DTS;
• Maintain the Customer Environment: maintain and update the Customer Environment as reasonably required to ensure that DTS can perform the Services in accordance with the Service Levels. Proposed or requested updates of the Customer Environment will be considered and implemented according to the Change Control Processes;
• Pay all charges: pay all valid invoices on or before the Due Date.

Further obligations — the Customer shall:

• Comply with all applicable laws, regulations, standards and codes, including in particular (but not limited to) the Privacy Act 1993, the Fair Trading Act 1986, the Copyright Act 1994, the Defamation Act 1992 and the Crimes Act 1961.
• Use the Services for lawful purposes only. Transmission or storage of any information, data or material in violation of any New Zealand law is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret or other statute. The Customer agrees to indemnify and hold harmless DTS from any claims resulting from the Customer's breach of these requirements howsoever arising. Spamming, or the sending of unsolicited email (as defined by the Unsolicited Electronic Messaging Act 2007), from a DTS server or using an email address for such purposes that is maintained on DTS's infrastructure is strictly prohibited. DTS will be the sole arbiter of what constitutes a violation of this provision.
• Ensure that all information provided to DTS is current and correct.
• Advise all third parties who use the Services provided to the Customer or via the Customer's account of these General Terms and Conditions to facilitate compliance by such third parties with these terms and conditions. The Customer agrees to accept all responsibility for their accounts regardless of who uses them.
• Accept complete responsibility for all use of his/her/its account and of the Customer's identifier(s), and DTS is entitled to rely entirely upon use of any password or other identifier as evidence of the Customer's identity and authority unless other specific arrangements are agreed between the Parties.

Indemnities

Indemnity: The end user ("Indemnifying Party") agrees to indemnify DTS ("Protected Party") against any losses, claims, liabilities or expenses arising out of or in connection with any breach of this Agreement, tort (including negligence), equity, or other action, or contravention of any statute, by the Indemnifying Party.

Indemnity management: Where the Protected Party is indemnified by the other under this Agreement, then the following shall apply upon the Protected Party becoming aware of the relevant event indemnified against ("the Claim"):

• Notice: the Protected Party will give notice to the indemnifying party of the Claim;
• Mitigation: the Protected Party will make all reasonable efforts to minimise the impact or effect of such Claim, liability or expenses;
• Control of defence: the Protected Party will give the indemnifying party full opportunity to control the response to, and the defence of, the Claim (including, without limitation, any settlement or compromise of the Claim); and
• Consultation: the Parties will consult with a view towards arranging such response as may be appropriate to protect the interests of both Parties in the circumstances.

Survival of indemnities: Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the Parties, and survives termination of this Agreement.

Limitation on Liabilities

Exclusions: In no event will the measure of damages against any party for any breach of this Agreement, tort (including negligence), equity, or other action or contravention of any statute include, nor will a party be liable for:

• Any breach of this Agreement to the extent that the breach is attributable to the prior default, negligence, misconduct or breach of the other party, its employees, subcontractors or agents;
• Any amounts for loss of income or profits, or for any indirect, consequential or punitive damages of any party, including third Parties; or
• Any loss or damage directly or indirectly arising out of or in connection with any failure to perform any term of these Terms and Conditions where such failure is caused directly or indirectly by an act of God, fire, damage related to sprinkler discharge, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or facilities and accidents, interruptions of, or delay in transportation, or any other cause outside of the party's reasonable control.

Not excluded or limited: The exclusions and limits described in this clause shall not apply to exclude or limit either party's liability for loss or damage suffered by the other party as a result of a breach of confidentiality obligations, or a breach of indemnity obligations of this Agreement.

Insurance: It is the responsibility of the Customer to ensure it maintains suitable insurance cover for any server or other property of the Customer's that is placed in DTS's possession for the purpose of providing Services under this Agreement, or for any losses to the Customer or any third party that be consequent on any failure, or disruption, of the Services provided by DTS under this Agreement.

Consumer Guarantees Act: The Customer agrees that it is acquiring the Services from DTS for the purposes of a business, as defined in the Consumer Guarantees Act 1993. Accordingly, the provisions of the Consumer Guarantees Act 1993 do not apply to this Agreement.

Survival: This clause shall survive termination of this Agreement.

Subcontracting

Subcontractors: DTS may appoint subcontractors to perform any part of the Services under this Agreement. Any such subcontractors will be deemed to be DTS employees for the purposes of this Agreement.

Confidentiality

Information to be Confidential: A party receiving Confidential Information ("Recipient") shall treat, and shall ensure that its servants, agents, and any subcontractors treat, the Confidential Information with confidence.

Use: The Parties agree to not use the Confidential Information (nor allow it to be used) for any purpose other than to perform its obligations under this Agreement, and to:

• Storage: store and keep all materials containing Confidential Information in such secure custody (as may be appropriate given the form of such materials);
• Care: exercise the same standard of care in the treatment and protection of the Confidential Information as it exercises for its confidential information; and
• Return: return all copies of the Confidential Information (and materials containing Confidential Information) to the other party upon termination of this Agreement.

Assignment

The Customer may not transfer, or assign this Agreement without the prior written consent of DTS.

Termination

• In addition to any other rights of termination granted to either party under this Agreement, this Agreement and all Services will be terminated on the expiry of the term set out in Schedule 3.
• Either party may terminate this Agreement on written notice to the other party, if the other party enters into receivership or liquidation (other than for legitimate purposes of internal reorganisation) or enters into a composition with its creditors or ceases or threatens to cease to carry on business.
• Notwithstanding any other provision of this Agreement and in addition to any other rights that DTS may have in relation to default of the Customer, DTS may terminate this Agreement (and all services provided under this Agreement) if the Customer breaches any material obligation under this Agreement and fails to remedy that breach within 14 business days after DTS has given written notice requesting remedy of that breach; or on 14 days written notice to Customer if Customer fails to pay any amount due to DTS under this Agreement and fails to remedy that breach within a further 14 business days after receipt of the notice.
• In addition to rights of termination set out above, DTS may suspend the Services as an alternative to termination of the Agreement. DTS will provide Customer with notice if it chooses to exercise this option.
• On any termination pursuant to the above default provisions, DTS is entitled to payment of the Break Fees set out in Schedule 3.
• Customer may terminate this Agreement on 30 days notice in writing in the event that the Services are considered to be Materially Deficient (in accordance with Schedule 3).
• Termination or expiry of this Agreement does not affect the rights or obligations of the parties which have accrued prior to or accrue on termination, or by their nature are intended to survive termination or expiry.
• On termination or expiry of this Agreement, each party will return to the other all data or other property held by the first party that is owned by the second party.

Copyright

DTS's logos, unique products and service names are the property of DTS Limited. Copyright is asserted in all the contents of DTS's public facing websites (including text, graphics, logos, icons, sound recordings and software) and all promotional material produced by or on behalf of DTS. Except as expressly authorised by these General Terms and Conditions, the Customer may not in any form or by any means:

• Adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of DTS websites; or
• Commercialise any information, products or services obtained from any part of DTS's websites without DTS's written permission ahead of any such practices.

Non Waiver

Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this Agreement shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under this Agreement shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this Agreement.

Disputes

If any dispute arises out of or in connection with the Agreement, neither party shall commence any court or arbitration proceedings relating to the dispute unless that party has complied with the provisions of this clause.

A party claiming a dispute will promptly give notice to the other party specifying the nature of the dispute. On receipt of a notice claiming a dispute has arisen, the parties will endeavour in good faith to resolve the dispute.

If the parties do not resolve the dispute within five (5) business days of receipt of the notice claiming a dispute has arisen (or such further period as agreed in writing by them), then a mediator will be appointed: the dispute shall be submitted to mediation, administered by an independent mediation service agreed by both parties and held in accordance with its mediation rules. If a mediation service cannot be agreed to then the parties will accept one selected by the President of the Arbitrators and Mediators Institute of New Zealand. Pending resolution of any dispute the parties will continue to perform their obligations under the Agreement without prejudice to their respective rights and remedies.

If the dispute is not settled by mediation, then where the dispute relates to the standard, quality or nature of Services provided, the parties must enter into binding arbitration. If the parties cannot agree on a mutually acceptable arbitrator then the parties will accept an arbitrator selected by the President of the Arbitrators and Mediators Institute of New Zealand. Either party may take other disputes or matters to a Court, after complying with this clause.

Each party shall be liable for any costs, debt collection, lawyer or court fees reasonably incurred in the collection of undisputed amounts or disputed amounts found by mediation or arbitration to be owing by one party to the other.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

Contractor access

Contractors may be issued temporary keycards at the discretion of the datacentre manager. The card number shall be recorded in the sign-in/out book and must be returned when sign-out occurs unless otherwise arranged.

Supervised access is not required and contractors may retain their keycards for out of hours access.

General installation standards apply to all work carried out by contractors.

Visitor access

All visitors are to sign in and out with reception during business hours.

All visitors, with the exception of full rack holders, are to be supervised at all times while in the datacentre. No visitor shall be left unattended in the datacentre while any cabinets are unlocked.

Full rack holders visiting out of business hours shall disarm the floor security system on arrival and rearm on exit. The floor security alarm combination will be made known to full rack holders.

Allocation of key cards

Full cabinet holders shall be entitled to one key card with access to the building front door, level 4 stairwell and lift, and the datacentre door.

Additional key cards are available on request and will be charged at $50.

The level 4 security system combination shall be made known to the full rack holder.

General

Only DTS staff or nominated representatives are permitted to run data or power cables outside of or between cabinets. Any cabling found to have been installed in violation of this rule may be disconnected at any time without prior warning.

DTS will hold a master key for all secured areas of the datacentre including full rack holder's cabinets.

All cabinets and distribution boards are to be secured at the completion of any work.

Lost access cards shall be replaced at the discretion of the datacentre manager and a lost card charge of $50 may apply.

Change control – Shared rack holders

Moves, adds and changes requested by shared rack holders must be documented by filling out the Change Request form. Change requests are to be reviewed by the designated manager. Change windows are to be strictly adhered to.

Change control – Full rack holders

For full rack holders, a Change Request form must be filled out for equipment additions only. The submitted change request form must detail the equipment make and model and be accompanied by a manufacturer's specification document. Once authorised, it is at the discretion of the full rack holder as to a time and date for the equipment installation.

General

All network changes to DTS routers/switches made by DTS engineers shall be reviewed by the change manager before application.

Any changes, including network changes, considered high risk by the change manager must be notified to all datacentre customers.

Generator tests will be performed within business hours once per month. These tests are performed under change control processes, are very low risk, and classified as a standard change.

General installation standards – Cable tray use

All data cabling shall be run in overhead data trays.

Data cabling in data trays shall be tied to the tray with Velcro strips (not nylon zip ties) every two tray sections (approx. 20cm).

Data cabling shall be tidy with every effort made to maintain straight cables and logical cable paths and eliminate or manage cable slack.

Data cabling ingress to cabinets shall be via the 'data', as opposed to the 'power', cable entryway.

It is permitted to tie new cables to existing cable bundles.

General installation standards – Full cabinet holder specific

No equipment shall be installed in full cabinets in such a way as to prohibit the closure of the front or rear cabinet doors.

Standards applied to equipment installed in full cabinets are otherwise at the discretion of the full cabinet holder.

All equipment installed in shared cabinets must support its own weight on rack rails or a load bearing shelf. If a shelf is used to support equipment, then any rack units that are used by the shelf shall be billable to the customer.

Equipment is not permitted to encroach into adjacent rack units unless that rack space is being purchased by the client. This includes factory fitted rubber feet on most routers or heavy equipment hanging off front rack mount ears.

Small form factor, non-rack mount equipment such as routers, firewalls and external hard drives may be positioned on top of self-supporting equipment owned by the same customer as long as the rack space utilised by this configuration is billed to the customer.

Cable (power and data) slack shall be properly managed, either by coiling and tying or securing to the cabinet (within the rack space owned by the customer) to the satisfaction of the DTS supervisor on duty.

Total combined weight of any given rack and the gear located within it cannot exceed 500 kilograms.

48 power sockets are available as standard. Price is available on request for additional sockets.

General installation standards – Shared cabinet holder specific

The data centre is to be left tidy at the completion of any work.

All unused equipment and tools are to be removed from the datacentre at the completion of work.

Any unused data and power cables are to be removed from the datacentre at the completion of any work.

Any unused data ports on DTS managed active devices are to be deprovisioned immediately at the completion of any work.

Verse Terms and Conditions

By utilising any service provided by DTS Ltd ("DTS") you become a DTS Customer ("Customer") and you agree to accept the Terms and Conditions set out below which will govern the contractual relationship between us. Where a Service for which you have applied is subject to specific terms and conditions published on our Website, the specific terms and conditions (as amended from time to time) shall form part of this Agreement.

Interpretation

• "Add-Ons", means features or additional services not listed under the primary PABX service offering.
• "Agents", means any contractors, providers, dealers or agents appointed by DTS to perform any of DTS's obligations under this Agreement.
• "Agreement", means these terms and conditions between us and you.
• "Registration Form", means any application, or quotation signed by you agreeing to utilise the DTS service.
• "Charges", means all monthly charges, services costs and toll charges payable in accordance with the Pricing Plan and any additional charges payable by you.
• "Customer Services", means the DTS customer services team, which is contactable by e-mail at support@dts.net.nz or by phone as listed on our web site contact us page at www.dts.net.nz.
• "IP Telephony or Netphone Device", means an IP Telephony phone, adapter, software or other netphone telecommunications device.
• "Network Operator", is any entity with whom we have entered into an interconnection agreement or arrangement (directly or indirectly providing for the passing of customer generated or customer destined communications between us and that entity.
• "Payment", means crediting your DTS account.
• "Prepaid Account", means a prepaid monetary amount which you have paid us for the deduction of future charges.
• "Pricing Plan(s)", are your chosen airtime, data and access rates which may form part of this Agreement.
• "Re-direct", means a re-direction or forwarding of all calls being made from a Netphone, Regular phone or Mobile Device.
• "Services", means the telecommunications, netphone and network services and related products and services that are made available to you by us or our agents from time to time.
• "Term", means, subject to any early termination under this Agreement, the period specified in your Registration form or in any extension to or replacement for this Agreement.
• "Website", means our website at www.dts.net.nz.
• "We" or "us", means DTS Ltd and "our" has a corresponding meaning.
• "You" or "Customer", means the customer under this Agreement and "your" has a corresponding meaning.

Commencement and Term

This Agreement begins when we set up your connection to our Services.

If your connection to our network or Services does not have a fixed Term, this Agreement continues on a month by month basis until it is terminated in accordance with these terms and conditions. Unless we have agreed otherwise, no early termination charges are payable by you if you wish to discontinue a connection to our network or a service which is not a fixed Term connection.

Call Quality and Services

• While we will do our best to provide quality Services, because of the nature of IP Telephony and netphone telecommunications, it is impossible to provide a fault-free service and the quality and availability of the Services depends partly on your netphone, regular phone or mobile phone device, partly on our network and partly on other providers and telecommunications networks to which our network is connected or connects.
• Call Quality and Services can be adversely affected by available bandwidth (often determined by your broadband supplier and plan type), type and capacity of your broadband router, network congestion, maintenance, outages on other networks and provider sites, the configuration or limitations of your, or your intended recipient's, IP Telephony or telephone device or other operational or technical difficulties which means that you may not receive some or all of the Services in certain geographical areas or at certain times.
• Call Quality and Services can also change with network expansion or reconfiguration.
• The Services may be changed, modified, advanced, suspended or removed by us. We will try to notify you before doing this or introducing substitute or new Services. If any of our new services require new or upgraded devices, software or equipment, you will be responsible for obtaining that new or upgraded service once notified of availability.
• You agree to follow our instructions about the use of the Services and ensure that everyone who uses your network also meets your responsibilities when using your Services. You agree to keep us protected against any legal action taken against us and to meet any losses we may incur as a result of such use of the Services. You are responsible if anyone else, whether authorized by you or not, uses or misuses your DTS service.
• You agree not to use the DTS service for any abusive, illegal or fraudulent purpose.
• We can require you to stop using our Services immediately if we believe that it could cause any interference, you have used it to abuse other users or for any activity not approved by us for use on our network or in connection with any of our services. You must not use any of our Services in any way which masks or alters the true origination or termination of any call or other transmission.
• Using or agreeing to use the Services does not give you any rights in any part of the Services. You must not resell, in any way whatsoever, the whole or any part of the Services.
• You agree that if you do not use our service in accordance with these conditions we may restrict or suspend your use of the Services.
• DTS takes no responsibility for call quality degradation due to congestion over a circuit where no QoS has been enabled.
• DTS will not provide support for any netphone moved to another location in isolation.
• Minimum uptime for Hosted PABX services and Sip trunks is set at 99.95%, excluding scheduled outages.

Security

Charges and Billing

Pricing Plans

The included monthly charges and any other entitlement in any Pricing Plan, as applicable:

• May not be carried over from month to month;
• Cannot be redeemed for cash, phone equipment, early disconnection charges or other Charges and cannot be transferred or assigned;
• Expires on termination and any unused included minutes and services will be forfeited on disconnection;
• Cannot be used if you have exceeded your credit limit (if any); and
• Is subject to any other conditions contained in your particular Pricing Plan.

Credit References and Provision of Related Services

Credit References and Provision of Related Services

Provision of Hardware and Additional Services

Phone Numbers and Number Porting

Privacy

You agree that we and our Agents can use and hold this information and share it with one another, or with any DTS group company and with those employees who need to use your information in the context of our business, for a range of lawful purposes connected with our business operations including:

• Providing you and others with the Services;
• Sending you bills;
• Maintaining and improving the quality of the Services;
• Directory purposes;
• Checking your creditworthiness; and
• Keeping you informed about our special offers, products and Services, and those of selected Agents, which may be of interest to you (unless you have told us that you do not want to receive this information).

Subject to any privacy rights you may have under the laws of your jurisdiction, we will not be liable to you, or to anyone else, for:

• The content or lack of confidentiality of any Services you use;
• Any disclosure we make by law to a public sector agency.

Directory Assistance and Listing

If you request us to, or we elect to, disconnect your connection to the Services, you must pay us in respect of each connection you have:

• Any early termination charges (if they apply); and
• All Charges incurred until the date of disconnection; and
• Any outstanding Charges and other moneys payable by you for the Services.

We can suspend, Re-direct or restrict your use of any or all of the Services or disconnect your connection and end this Agreement without telling you if:

• You exceed our payment terms;
• You exceed any credit limit in place or your usage of the Services is unusual or excessive;
• You become (or are likely to become) insolvent, bankrupt or where you are or might be a poor credit risk;
• A receiver, manager and receiver, or statutory manager is appointed over any or all of your assets;
• A resolution for liquidation is proposed or passed or proceedings to liquidate you are filed or presented;
• You die or, in the case of a partnership, it is or is intended to be dissolved; or
• You do not remain connected to the Services;
• You do not keep to the terms and conditions in this Agreement;
• You make abusive, offensive, malicious or nuisance calls or communications, or use any of our services in an offensive way;
• You are abusive or offensive to us, our dealers or Agents, or any other person;
• We suspect you of using the Services for any illegal or fraudulent activity; or
• All of the Services are permanently or temporarily (for any reason) unavailable to you.

Transferring Responsibilities

Ending this Agreement

If you terminate this agreement before the end of your fixed term you will be liable to pay early termination charges (ETCs). All Verse contracts have a minimum 12 month term, with the contract applying to fixed services as well as any contracted call rates provided under the initial agreement. Early termination fees consist of the full fixed monthly charges, multiplied by the remaining months in contract. If new services are added after the initial agreement launch date, these services will not attract any additional or renewed contract term — they will simply be absorbed into the initial agreement terms. Please note, 30 days written notice applies for all cancellations, whether or not ETCs are applicable.

We can disconnect your connection:

• If any of our licenses or rights to operate our network are ended or suspended or any interconnection agreement with any other Network Operator expires or is ended; or
• For any other reason we believe that it is appropriate to do so,

and in either case you will only have to pay any outstanding Charges incurred up to and including the time of disconnection.

Rights and Responsibilities that Continue

Ending this Agreement does not affect any of the rights or responsibilities which are intended to continue or to come into existence after this Agreement ends including (without limitation) any obligation you may have to:

• Pay any outstanding charges;
• Pay any early termination charges; and
• Return any DTS equipment you may have on loan from us or any of our Agents.

Network Operators and Other Suppliers

We have certain obligations towards other Network Operators, Agents and suppliers. Those persons (and their officers, employees, contractors and agents) will not be liable to you or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising in any way from the Services we provide or from your use of those Services and our network, including (without limitation) your access to and use of any provider's site or Network Operator's networks. This paragraph creates an obligation that other Network Operators, Agents and suppliers can enforce, whether as a defence or otherwise.

Notices and Variations of Charges, Terms & Pricing Plans

Applicable Law and Jurisdiction

This Agreement is governed by the applicable laws of New Zealand and you submit to the jurisdiction of the New Zealand courts.

Waiver

If we fail or delay to exercise any right or power under this Agreement, this will not be a waiver of that right or power. Any failure or delay will not prevent us from exercising that right or power in the future.

Disputes

If you have any dispute with us or our Services, please refer that dispute, initially, to Customer Services. If Customer Services are unable to resolve your concerns the matter will be escalated to the Customer Operations Support Manager.

Force Majeure

We will not be liable for any delay or failure of the Services or for any loss or damage from such delay or failure to the extent that it was caused, in whole or part, by an act of God, war, terrorism, civil disobedience, riots, strike, industrial stoppage or unrest, fire, volcanic eruption, earthquake, shortage of suitable labour, materials, equipment or energy or any other event beyond our control.

Agents of DTS

0900 calling

DTS does not permit access to 0900 numbers without specific and prior application to, and pre-approval from, DTS. All relevant charges for use of an approved 0900 are applicable to the customer. At the time of pre-approval, DTS will determine the published usage charges for the specific 0900 number and load those into our rate card. We reserve the right to review and correct that rate card as needed without notification to the customer, and should the charges of a 0900 number change, DTS reserves the right to charge or credit the customer accordingly for the difference, back to the applicable date for any amount within any period of time.

Any requests for pre-approval of a 0900 number can be made in writing to support@dtsanz.com. We will endeavour to enable use of an approved 0900 within 2-5 working days of receipt, although all approval process lead times are conducted on a best effort basis.

Fair use policy

If DTS is providing you with an unlimited calling plan, the following applies: