Terms and Conditions

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by MLKA LTD a company registered in Hong Kong SAR under number 3138585 whose registered office is at Unit 1603, 16th Floor, The L. Plaza 367 – 375 Queen’s Road Central, Sheung Wan, Hong Kong (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in Hong Kong.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

Connections

7. Once you have registered and activated your account we will aim to connect you as soon as reasonably possible and notify you when you can start to use your Service

8. As required by law we need to undertake identity checks for pre­ paid public mobile telecommunications services under the Telecommunications (Service Provider-Identity Checks for Prepaid Mobile Carriage Services) Determination 2013

9. We will use reasonable endeavours to complete with 2 business days of registration

Services

10. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

11. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

12. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

13. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

14. Your must provide accurate and complete information during the registration process to enable identity checks to take place in line with the requirements of the Telecommunications Determination 2013. 

15. If you do not comply with clause 14, we can terminate the Services.

16. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

17. The fees (Fees) for the Services are set out in the quotation and are paid on an upfront basis. These fees are only applicable to users on our Cooee Lite Plans. 

18. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

19. The Fees are exclusive of any applicable GST and other taxes or levies which are imposed or charged by any competent authority and only apply to Start Up and Small Business users.

Cancellation and amendment

20. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 2 days  from the date of the quotation, (unless the quotation has been withdrawn).

21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

24. We will invoice you for payment of the Fees on an up front payment basis prior to service commencing.

25. At the end of the stipulated service term your contract will be automatically renewed at the prevailing rate from our website unless you inform us in writing 5 business days before the termination of the contract date.

26. Time for payment shall be of the essence of the Contract.

27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of % per annum above the base lending rate of the RBA from time to time on the amount outstanding until payment is received in full.

28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

30. Receipts for payment will be issued by us only at your request.

31. All payments must be made in Australian Dollars unless otherwise agreed in writing between us.

Sub-Contracting and assignment

32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

34. We can terminate the provision of the Services immediately if you:

• commit a material breach of your obligations under these Terms and Conditions; or b. fail to make pay any amount due under the Contract on the due date for payment; or

• are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

• enter into a voluntary arrangement or any other scheme or arrangement is made with its creditors; or

• convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in the Corporations Act 2001), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

• any indirect, special or consequential loss, damage, costs, or expenses or;

• any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

• any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

• any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

• any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

41. For all contracts as required or permitted by telecommunications laws and industry codes and standards legislation, including the Telecommunications Act 1997 (Cth) and the Telecommunications (Interception and Access) Act 7979 (Cth) (which includes data retention provisions we need to undertake identity checks for pre­ paid public mobile telecommunications services under the Telecommunications (Service Provider-Identity Checks for Prepaid Mobile Carriage Services) Determination 2013

42. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

43. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

44. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

45. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

46. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: support@callcooee.com

Circumstances beyond a party’s control

47. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

48. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

49. Notices shall be deemed to have been duly given:

• When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

• when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

• on the fifth business day following mailing, if mailed by national ordinary mail; or d. on the tenth business day following mailing, if mailed by airmail

50. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

51. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

52. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

53. This Agreement shall be governed by and interpreted according to the law of Hong Kong SAR and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Hong Kong SAR courts.

Free Trials

54. We may choose to offer you a free trial of any of our products or services. This is at our sole discretion, and we will make the commercial terms of any trial clear in advance. After the free trial expires, you will be deemed to have activated the full subscription and be liable for payment, unless we are notified prior to the end of the trial through our automated billing system, or via email.

55. If you choose to cancel any free trial by email, you should note that an automated system may still attempt to take payment, in particular if you cancel the trial within one working day of its expiry. In this case we will refund any payment as soon as practicable.

56. If the commercial terms offered to you differ from those shown through any automated billing system, those offered to you shall stand. This may include clauses such as a requirement to end the free trial and start paying when a certain usage is reached, regardless of the remaining time on the free trial.

57. During any free trial, we may at our discretion limit or censor SMS message content that is received by you, in order to protect our business interests. Specifically, we may seek to remove activation codes, or numbers that could appear to be activation codes, from any messages received by you. We aim to make the full content of such messages available on the activation of your full subscription. We make no warranties as to the accuracy of this system, and thus make no warranty as to the content of messages received during a free trial. However, we will mark any censored messages in a clear and obvious fashion.

Individual Numbers

58. The Cooee Lite product line is intended for personal use. It is not intended to be used as a power dialer, or to make repeated calls. At our discretion, we may limit your usage of this product by restricting call duration or by limiting the number of calls that you can make. We will attempt to warn you before doing this, if we have contact details for you.

59. If we limit your usage as per the above clause, then notwithstanding any terms to the contrary in a EULA, you may agree to a pro-rata refund of any remaining portion of your subscription, provided that the method of purchase allows this.

60. Instead of limiting your service, we may also at our discretion provide a pro-rata refund and close your account.

Third Parties

61. Although all numbers we use are standard Australian mobile numbers we make no warranty as to whether any third party service will send an SMS to your Cooee number. As is common amongst mobile carriers, numbers are reused. If it appears your number has been blocked by a third party service, you may contact our customer support team who will swap your number once.