1. If we agree in writing that you may resell any Services, these Wholesale Terms apply to your resale of those Services. 

2. A Wholesale Service Schedule applies to each Wholesale Service.  By reselling a Wholesale Service, you are bound by the applicable Wholesale Service Schedule.   

In these Wholesale Terms, unless the context requires otherwise:

1. references to clauses and Schedules are references to the clauses and Schedules of these Wholesale Terms; and 

2. except as expressly stated in these Wholesale Terms, the definitions and rules of interpretation set out in the General Terms apply to these Wholesale Terms.

1. Despite the prohibition on resale set out in the General Terms, we grant to you the non-exclusive, non-transferable right to conduct the Business in accordance with these Wholesale Terms.  

2. You may resell the Wholesale Services only.  If you order any Service that is not a Wholesale Service, and we accept your order for that Service: 

   1. you must use that Service for your own, internal business purposes; and 

   2. if we consider on reasonable grounds that you have resold that Service, we may immediately terminate that Service, and you must pay the applicable Early Termination Charge (if any).

3. You may: 

   1. bundle the Wholesale Services with any other products or services of yours or any third party or supply the Wholesale Services on a stand-alone basis; and

   2. except as otherwise agreed in writing, label, advertise and market any Wholesale Services under your own brand.

4. You must not market, promote, resell or distribute the Wholesale Services outside the Territory.    

5. You must not market, promote, resell or distribute the Wholesale Services to anyone who intends to resell the Wholesale Services.  You will promptly pass to us details of any enquiry or order received by you from a prospective reseller.

6. You are our, and we are your, independent contractor.  No other relationship (e.g. employment, joint venture, agency, trust or partnership) exists under the Agreement.  The Agreement does not transfer or license any of our Intellectual Property to you, except as expressly set out in the Agreement.

7. To avoid doubt, the rights granted to you under the Agreement to resell the Wholesale Services are non-exclusive.  Nothing in the Agreement applies to limit or restrict our right to promote, market or sell the Wholesale Services to, or allow the resale of Wholesale Services by, any third party.

1. To order Wholesale Services for resale to a Customer, you must place an order through the Portal or using such other means as designated by us from time to time.  Your order must include details of the Wholesale Services required for the prospective Customer and any other information we reasonably require.

2. We have the right to accept or reject each order on reasonable grounds.  If we reject an order, we will provide you with our reasons for doing so.  

3. Unless specified otherwise by us, acceptance will take place on the earlier of us confirming acceptance by email or through the Portal, commencing supply of the relevant Wholesale Services, or taking any other action to fulfil the order such as placing an order with the Service Provider. 

4. Prior to any supply of the Wholesale Services to a Customer, you must enter into a Customer Agreement with the Customer.  Each Customer Agreement must:

   1. bind the Customer to the terms you are required to bind a Customer to under the applicable Service Provider Flow Through Terms; 

   2. include provisions that have the effect of:

      1. providing that the Customer and its End Users consent to your sharing information (including personal information) about the Customer or its End Users with us, and us sharing such information with the Service Provider, to the extent necessary for us and the Service Provider to provide the Wholesale Services;

      2. providing that neither we nor the Service Provider grants or confers any benefit right or privilege on the Customer or its End Users;

      3. excluding (to the maximum extent permitted by law) all our liability and all liability of the Service Provider arising from or in connection with the Wholesale Services or services that rely, in whole or in part on the Wholesale Services; 

      4. ensuring that we are not impeded in any way from exercising our rights under the Agreement, and that the Service Provider is not impeded in any way from exercising its rights under our agreement with the Service Provider; 

      5. procuring that the Customer and its End Users follow our reasonable directions about the use of the Wholesale Services (as notified to you from time to time or as set out in the Portal), including complying with any technical specifications specified by us;

      6. procuring that the Customer and its End Users only use the Wholesale Services for lawful purposes and without interfering with the reasonable use of:

         1. any of our or the Service Provider’ services by any third party; or 

         2. the Network; and

      7. ensuring all information provided to us or the Service Provider (or provided to you to provide to us) is, to the best of the Customer’s and its End Users’ knowledge and belief, correct and complete; and

   3. give effect to any other terms that these Wholesale Terms, an applicable Service Schedule or Special Conditions requires be given effect to in the Customer Agreement.

5. If there is any change to the Wholesale Services that we provide to you and that you provide to Customers (e.g. where you commence reselling additional Wholesale Services or you provide an additional Wholesale Service to an existing Customer), you must ensure that your Customer Agreements continue to comply with clause 4.4 (including ensuring that your Customer Agreements bind the Customer to any additional terms you are required to bind a Customer to in respect of the additional Wholesale Service).

6. You are free to set the price at which you sell the Wholesale Services to Customers.

1. We will provision, or arrange for the provisioning of, the applicable Wholesale Services to locations where the Wholesale Services are available, as indicated in the Portal or the Portal/API Data.

2. We will provide the Wholesale Services to you in accordance with the Agreement, including clause 4 of the General Terms.

1. The Wholesale Services are provided to you under the Agreement for resale purposes only and not for internal business use (unless otherwise agreed between the parties in writing).

2. You are responsible for procuring all licenses, authorisations and consents required for you, your personnel, each Customer, and End Users to use the Wholesale Services, including to use, store and input Data into, and process and distribute Data through, the Wholesale Services, but excluding licences, authorisations and consents required from the Service Providers.

3. You must:

   1. meet or exceed any Minimum Volume Requirements;

   2. maintain complete and accurate written records of all information which may be required to enable us or our authorised representative to verify your compliance with the Agreement and any payment made by or to you under or in connection with the Agreement.  On request, you must make available those records to us, including allowing us to copy those records; 

   3. provide all information and assistance that we may reasonably request in order to meet our obligations under the Agreement; 

   4. subject to the terms of the Agreement, Applicable Law and any of our express obligations, take responsibility for:

      1. the contractual and customer relationship with Customers in respect of the Wholesale Services including all customer service such as bill production and distribution and debt management and collection; and

      2. the results and consequences of the use by each Customer of the Wholesale Services;

   5. not represent that we, or any Service Provider:

      1. participate (other than as a wholesale supplier) in providing the Wholesale Services to Customers or that you are approved by, or an agent, representative or dealer of, or are affiliated with us or any Service Provider; or

      2. are a supplier to Customers; 

   6. not use our or any Service Provider’s Brand, or the Brand of any Service Provider’s licensors, without our or the relevant Service Provider’s or licensor’s prior written consent.  Where consent has been given, your use of those Brands use must be consistent with the terms of that consent; and

   7. have security policies and controls in place to prevent interference with or damage to the Services, our Network or that of any other Network Operator, or another customer’s use of our Services, to the extent within your reasonable control and in accordance with accepted industry practice.

4. You must promptly report to us any:

   1. misuse of the Wholesale Services by Customers;

   2. unauthorised use or disclosure of any password or account information (including any such unauthorised use or disclosure reported to you by a Customer); or

   3. known or suspected breach of security with regard to the Wholesale Services or the Portal,

that you become aware of (unless you have become aware of this misuse via us).

5. You must promptly pass on to us any request from an individual to see personal information we hold about them or to correct any errors in that information, and provide reasonable assistance to us to respond to that request. 

6. You must:

   1. promptly pass on to the Customers any instructions, terms of use or policies (including Fair Use Policies) relevant to the Customer’s use of the Wholesale Services that we provide to you (including via the Portal), including any updates to such instructions, terms of use and policies; and

   2. use reasonable efforts to ensure the Customers comply with such instructions, terms of use and policies.

7. Subject to terms of the Agreement, Applicable Law and any of our express obligations, we take no responsibility for the content of any transmission made by any Customer using the Wholesale Services.

8. You must not:

   1. make any misrepresentation or misstatement about any aspect of the Wholesale Services, including:

      1. the installation or connection timetables and procedures for the Wholesale Services; 

      2. ownership of CPE; or

      3. the contractual terms on which the Wholesale Services will be provided; or

   2. attribute blame for a fault, the need for maintenance of a network, or the Interruption of a Wholesale Service to any Service Provider if it would be misleading, unethical or deceptive to do so.

1. You must require your Customers to ensure that all of the Customer Equipment that is connected to the Network and/or to equipment that we have provided to you, has all certifications required by the relevant Service Provider and is installed in accordance with our and the Service Provider’s specifications.

2. You must ensure that the Customer follows our reasonable instructions that we provide to you about modifications that the Customer may need to make to the Customer Equipment so that the Customer and applicable End Users can use the Wholesale Services.

3. Subject to clause 18 of the General Terms but despite anything in the Agreement, if any Customer Equipment causes a fault in the operation of a Wholesale Service then you must, if we ask you to, pay us the reasonable costs of restoring that Wholesale Service. 

4. We will not be responsible for any harm you, your Customers or any End User suffers from a virus or other malware which infiltrates Customer Equipment, whether it was transmitted via the Services or otherwise.  As set out in clause 8 of the General Terms, but subject to clause 18.6 of the General Terms, you are responsible for all Charges resulting from the use of any Services activated by such a virus or malware.

1. If, in our reasonable opinion, a Customer or any End User contravenes a Fair Use Policy:

   1. we or the Service Provider may take steps to regulate Network traffic and minimise bandwidth congestion (which may include slowing upload or download speeds of the Service).  We will notify you before taking any steps under this clause 8.1a, and we will notify you as soon as practicable after becoming aware that the Service Provider has taken steps under this clause; 

   2. if we give notice under clause 8.1a, you must take reasonable steps to ensure that the Customer remedies the contravention; and

   3. if repeated breaches occur, we may, by notice to you, require you to migrate the Customer to another Service or modify the Customer's (and applicable End Users’) use of the Service to meet the Fair Use Policy or terminate the relevant Customer Agreement.  You must comply with such requirement within 30 days of receiving our notice.  If you fail to comply, we or the Service Provider may terminate or suspend the relevant Wholesale Service immediately without further notice.

1. No Service Provider or any other third party Network Operator or supplier (including their personnel) will be liable to you for claims, costs, damages, losses or other liabilities of any kind arising in any way from the Services or from your, Customers’ and/or End Users’ use of the Services and the Network, including your, Customers’ and/or End Users’ access to and use of any third party’s site or Service Provider’s or third party Network Operator’s networks.  This clause is intended to be for the benefit of, and enforceable by, each such Service Provider, Network Operator and supplier in terms of the Contracts and Commercial Law Act 2017. 

2. You agree that neither the Service Provider nor any other third party Network Operator or supplier provides, grants or confers any benefit right or privilege on you, any Customers or End Users.

1. Even if you are not (separately to this clause) bound by the Customer Care Code, if you receive or are referred a Complaint to which the Customer Care Code applies and:

   1. that Complaint involves a Third-party, you must comply with clause 17 of the Customer Care Code; or  

   2. you are a Third-party in relation to that Complaint, you must comply with clause 18 of the Customer Care Code.  

In this clause, Customer Care Code means the Customer Care Code published by the TCF, and Complaint and Third-party have the meanings given in the Customer Care Code.

2. Even if you are not (separately to this clause) bound by the Emergency Calling Code, if:

   1. you provide a Voice Service to a Customer;

   2. you have the billing relationship with the Customer for that service; and

   3. that service is provided by us or delivered using Wholesale Services provided by us,

you must comply with clauses 26, 27 and 30 of the Emergency Calling Code.  In this clause, Emergency Calling Code means the Emergency Calling Code published by the TCF, and Voice Service and Customer have the meanings given in the Emergency Calling Code.

3. Even if you are not (separately to this clause) bound by the Disconnection Code, if:

   1. you provide a Telecommunication Service to a customer;

   2. you have the billing relationship with the customer for that service; and

   3. that service is provided by us or delivered using Wholesale Services provided by us,

you must comply with sections E, F and H of the Disconnection Code.  In this clause, Disconnection Code means the Disconnection Code published by the TCF, and Telecommunication Service has the meaning given in the Disconnection Code.

4. Even if you are not (separately to this clause) bound by the Fibre Customer Transfer Code, if:

   1. you are the Gaining RSP or Losing RSP in relation to a Transfer that is within the scope of the Fibre Customer Transfer Code; and

   2. the Transfer involves the transfer of Telecommunications Services to or from Wholesale Services provided by us,

you must comply with sections L, M, N, Q, R and S of the Fibre Customer Transfer Code.  In this clause, Fibre Customer Transfer Code means the Customer Transfer Code for Fibre Services published by the TCF, and Gaining RSP, Losing RSP, Transfer and Telecommunications Services have the meanings given in the Fibre Customer Transfer Code.

5. Even if you are not (separately to this clause) bound by the Scam Prevention Code, if you provide voice and/or SMS services to Customers, you must provide education information to Customers on your website in accordance with clause 9.2 of the Scam Prevention Code.  In this clause, Scam Prevention Code means the Scam Prevention Code published by the TCF.