Resellers

Reseller Agreement

These terms are the contract between VoxaLink and a reseller who buys services to supply to the reseller's own customers. If you are buying VoxaLink only for your own organisation, the Customer Terms of Service apply instead.

Version 2.3Last updated 8 September 2026

1. The agreement

This agreement is between Avanser Pty Ltd ABN 15 107 330 049 trading as VoxaLink ("VoxaLink", "we", "us") and the reseller named in the application, order or account ("you").

The agreement is made up of these terms, the Acceptable Use Policy, the Scam, spam and disruption policy, the Customer Service Guarantee Waiver, the Data Processing Addendum, the commercial terms in an accepted order or reseller schedule, and any other document we both agree in writing is part of the agreement. The Privacy Policy, Complaints Handling Policy and Financial Hardship Policy apply as stated in those documents.

If you use API keys, webhooks or similar integrations, the API and Integration Terms apply. If you or your customer connect a carrier you control, the BYOC Policy applies.

If there is an inconsistency, the accepted order or reseller schedule prevails for price, term, inclusions and white-label scope. These terms prevail over policies for contract interpretation, except that the Acceptable Use Policy and the Scam, spam and disruption policy prevail for use restrictions and disruption.

2. Dictionary

End customer means an organisation or person to whom you supply a service that uses VoxaLink.
End user means a person the end customer or you authorise to use those services.
Reseller services means the platform, phone-system, number, calling, messaging, app, AI, recording and related services we supply to you for resale or for use in serving your end customers.
Your customer terms means the contract between you and an end customer.

3. Appointment

We appoint you as a non-exclusive reseller of the reseller services in the territory stated in your order, or Australia if none is stated. We may appoint other resellers and may sell directly.

You are not our agent, partner or employee. You have no authority to bind us, vary our terms, or make a warranty or representation about VoxaLink, emergency calling, availability, recordings, AI output, number ownership or regulatory compliance unless it is expressly supported by our written documentation or order.

An application is a request. The agreement starts when we confirm acceptance or provision reseller access, whichever happens first. You represent that the person who accepts is authorised to bind you.

4. Your relationship with end customers

You are responsible for your own customer relationship. That includes your pricing, proposals, onboarding, support, billing, collection, privacy notices, recording and AI notices, and your customer terms.

End customers contract with you, not with us, unless we agree in writing to a named direct contract. You must not tell an end customer that we are a party to your customer terms, or that we have accepted any obligation to them, except the limited obligations the law imposes on us as a carriage service provider where we are the provider of record for a number or service.

You must make sure your customer terms are no less protective of us than this agreement, and that they pass through the Acceptable Use Policy, emergency-calling limitations, recording and AI notice duties, number rights-of-use rules, and CSG waiver where a CSG-eligible voice service is supplied.

You must not promise service levels, emergency-calling performance, number ownership, or regulatory outcomes that we have not committed to in writing.

5. Branding and white-label

Unless an order says you may white-label, you must describe the underlying service in a way that does not mislead end customers about who supplies the network. You may say that the service is powered by VoxaLink only if we have given you written brand permission.

If an order includes white-label, you may apply your brand to the agreed surfaces (for example a portal theme or a branded mobile app). You must not remove or obscure required legal, privacy, emergency, recording or acceptable-use notices. You must not use our trade marks except as we permit in writing.

A branded mobile app may need its own store listings, privacy URL, support process and reviewer notes. If you are the store publisher, you are responsible for those listings and for a privacy policy that covers the app. If we are the store publisher, our Privacy Policy and store listings apply and you must not submit conflicting store text.

We may require you to stop a brand use that is misleading, infringes someone else's rights, or puts a store listing or carrier relationship at risk.

6. What we supply to you

We supply the reseller services described in your order. That may include hosted phone systems for your end customers, numbers, calling, SMS, portals, a mobile app, AI features, recording, transcription, APIs, and reseller administration tools.

We may review, accept or reject an end-customer tenant, number request or port on the same kinds of identity, credit, fraud and feasibility grounds that apply to a direct customer. You must give us accurate information for those checks.

We do not supply you with exclusive rights to a feature, number range, territory or customer unless the order says so.

7. Your operational duties

You must provide first-line support to your end customers. Escalate to us only through the agreed channel, with enough diagnostic information for us to act. You remain the end customer's point of contact unless we agree otherwise for a specific incident.

You must keep authorised contacts, billing contacts and technical contacts current. You must not give an end customer, or anyone else, credentials or access beyond what they are authorised to have.

You must flow down, and take reasonable steps to enforce, the Acceptable Use Policy and the Scam, spam and disruption policy. You must verify an end customer's identity and, for high-risk services, their rights of use and legitimate use case before you ask us to provision them. If we ask for evidence of consent, authority, identity, a campaign, or traffic origin, you must obtain it promptly and you must suspend the affected end customer when we tell you to, including without prior notice to them where delay would increase harm.

You are responsible for telling end customers about emergency-calling limitations, including that the service is internet-dependent and is not a substitute for a mobile phone, and for keeping service-address information current for emergency and numbering databases.

Where you enable recording, transcription or AI, you must make sure end customers give required notices and obtain required consents. You must not enable those features for an end customer in a way you know is unlawful.

8. Numbers, porting and emergency calling

Numbers remain rights of use. The numbering, porting, caller-ID, sender-ID and emergency-calling rules in the Customer Terms apply to reseller services as if you were the customer, and you must impose equivalent rules on end customers.

You must not use, or allow an end customer to use, false, spoofed or unauthorised caller ID or sender ID.

If we are the carriage service provider of record for a number, we may have residual legal duties to the end user. You must cooperate with us on those duties, including Integrated Public Number Database information, lawful intercept assistance, regulator requests, traceback, scam disruption, and TIO or ACMA enquiries that relate to a service we supply. You must not obstruct a block, take-down or disconnection we make under the Scam, spam and disruption policy, and you must not tip off an end customer in a way that frustrates an investigation a regulator or police have asked us to keep confidential.

9. Fees you pay us

You pay us the wholesale or reseller fees in your order, including platform fees, seat or extension fees, number rental, usage, SMS, AI, recording, storage, professional services, billing-service fees, and pass-through charges. Your retail price to end customers is your decision, except that you must not advertise our services below a floor price if an order sets one.

You must pay us whether or not you have collected from the end customer, whether or not an end customer disputes a retail invoice, and whether or not a retail invoice produced through the portal was late, incomplete or inaccurate. You bear end-customer credit risk and billing-error risk as between you and the end customer. A billing inaccuracy, missing usage line, rating dispute, tax dispute or collection failure on a retail invoice is not a ground to withhold, set off or reduce amounts you owe us.

Unless the order says otherwise, prices are in Australian dollars exclusive of GST. Recurring fees are billed in advance. Usage and pass-through charges are billed in arrears. Invoices are due 14 days after the invoice date.

If you dispute an invoice, you must tell us promptly and pay the undisputed portion. If an amount is overdue we may send a reminder and, 7 days later, suspend some or all reseller services, including end-customer tenants that depend on those services. We will not do that lightly, and we will tell you which tenants are affected where we can.

We may change reseller prices on 30 days' notice. If a change is likely to cause you more than minor detriment, you may terminate the affected reseller service before it takes effect, subject to any committed term in the order. That termination does not wipe fees already incurred.

10. Invoicing your end customers through the portal

If we enable it for your account, you may use the portal to produce invoices, credit notes, payment links and related billing documents for your end customers. That is a billing tool we provide to you. It does not make us a party to your contract with the end customer, and it does not make us the supplier on that retail invoice unless an order says we invoice as principal.

Retail invoices produced in the portal are your invoices. You are responsible for the rates, plans, tax treatment, GST tax-invoice content, branding, due dates, credits, collections and any notices the law requires you to give the end customer. You must review a draft before you finalize or send it. We do not promise that rated usage, quantities, descriptions or totals in the tool are complete or correct for your retail billing. We will take reasonable care with the platform. To the extent permitted by law, we are not liable for loss from a billing inaccuracy, omitted charge, overcharge, undercharge, late invoice, failed or delayed email, payment-link failure, or an end customer's refusal to pay a retail invoice.

If we send a retail invoice or collect a payment for you, we do that as your agent unless the order says otherwise. Money we collect from an end customer on a retail invoice may be applied as the order states. It does not, by itself, discharge what you owe us. If an end customer pays us by mistake on a wholesale invoice, we may apply that payment as we reasonably determine and tell you.

We may charge a billing-service fee for this, including a percentage of amounts invoiced or collected for your end customers, a per-invoice fee, or a recurring fee, as set out in your order or a later notice under clause 9. A billing-service fee will appear on our invoice to you. Enabling the tool does not waive that fee once an order or notice states it.

You indemnify us against claims by an end customer about a retail invoice, tax invoice, overcharge, undercharge, GST, collection or payment link, except to the extent we caused the loss by our negligence or wilful misconduct.

11. Feature grants and ceilings

You may only enable features, entitlements or white-label options that your order and any feature ceiling we set for you allow. You must not promise an end customer a feature we have not granted you.

We may disable a feature you have granted an end customer if it exceeds your ceiling, puts the network at risk, or is required by law. We will tell you when we reasonably can.

12. Privacy and data

Each party handles personal information as described in the Privacy Policy and the Data Processing Addendum. For end-customer content processed through the services, you are generally the party that decides why and how it is processed, and we process it to provide the reseller services.

You must give end customers and end users a privacy collection notice that names us as a service provider where that is accurate, and that covers recordings, AI, overseas disclosure and account deletion to the extent those features are used.

You must not use our portals or APIs to access another reseller's or unrelated customer's data. If you become aware of a security incident on your side that affects the services or end-customer data, you must notify us promptly at privacy@voxalink.cloud.

13. Intellectual property

We own the services, software, documentation and VoxaLink branding. We grant you a non-exclusive, non-transferable licence during this agreement to use them to serve end customers as this agreement allows.

You own your brand, your customer terms and your end-customer relationships. You grant us a licence to use your brand as needed to white-label agreed surfaces and to identify you as a reseller.

End-customer content remains the end customer's (or your, if you own it). You grant us the licence needed to provide, secure, support and bill the reseller services.

14. Confidentiality

Each party must keep the other party's confidential information confidential and use it only to perform this agreement, except for information that is public (other than by breach), independently developed, required to be disclosed by law, or disclosed in good faith under the Scam, spam and disruption policy to a regulator, police, carrier or other provider performing traceback. Our pricing to you is our confidential information. Your end-customer list is your confidential information, except that we may use operational data as needed to provide, secure, bill and disrupt scam or spam on the services.

15. Marketing

You may market the reseller services to bona fide business customers. You must not engage in misleading or deceptive conduct, spam, or cold-calling that breaches the Do Not Call Register Act. You must not use our name in a press release or public case study without prior written consent.

16. Insurance

You must maintain public liability and professional indemnity insurance at a level reasonable for your business, and cyber insurance if you handle significant end-customer recordings or personal information. You must provide evidence on request.

17. Records and audit

You must keep reasonable records of end-customer identity, authority, porting authority, marketing consent, sender-ID authority, legitimate use cases, and feature grants. We may, on reasonable notice, audit those records to the extent needed to verify compliance with this agreement, numbering rules, scam or spam rules, or a regulator request. We may audit without notice where delay would increase a scam or spam risk. We will not use an audit to mine your end-customer relationships for our own sales.

18. Suspension

We may suspend some or all reseller services, or an individual tenant, for fraud, abuse, security risk, unpaid fees after the process in clause 9, regulatory risk, network harm, unlawful use, a scam or spam risk under the Scam, spam and disruption policy, or material breach. Where it is reasonable and will not increase the risk, we will give you notice and a chance to fix the issue first. Scam, spam, fraud and regulator-notice disruption may be immediate and may apply to one tenant or to the whole reseller.

Suspension may affect end customers. You are responsible for telling them, except where we are legally required to notify someone ourselves or where telling them would increase harm or breach a confidentiality request from police or a regulator.

19. Term and termination

This agreement continues until terminated. Either party may terminate on 30 days' written notice, or on the notice period in the order if that is longer because a committed term applies.

Either party may terminate for a material breach that is not fixed within 14 days after written notice, or immediately if the breach cannot be fixed. We may terminate immediately for fraud, unlawful use, or if we are required by law or an upstream provider to stop supplying.

On termination we will stop reseller access. We may, at our option and without obligation, offer affected end customers a direct contract or a transfer to another reseller, or disconnect on reasonable notice. You must cooperate with an orderly handover, including ports the end customer is entitled to request. You remain liable for fees up to the date services actually stop.

You must not solicit our staff involved in your account during the agreement and for 6 months after, except through a genuine public advertisement. This does not stop an end customer from choosing their provider.

20. Australian Consumer Law and liability

Nothing in this agreement excludes a right or consumer guarantee that cannot be excluded by law.

To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, or business interruption.

To the extent permitted by law, each party's aggregate liability arising out of this agreement is limited to the fees you paid us in the 12 months before the claim. These limits do not apply to liability that cannot be limited by law, your obligation to pay fees, your indemnities, a party's fraud or wilful misconduct, or death or personal injury caused by negligence.

21. Indemnity

You indemnify us against loss, damage, claims, reasonable legal costs, carrier pass-through costs, and regulatory penalties or undertakings we reasonably incur arising from your customer terms or marketing, an end customer or end user claim (except to the extent caused by our negligence or wilful misconduct), a retail invoice, tax invoice, overcharge, undercharge, GST or collection claim, a failure to flow down required notices, a recording or AI consent failure, AUP or scam-policy breach by you or an end customer, scam or spam traffic from your tenants, a failure to verify identity or rights of use, or your white-label or store-listing content.

22. Force majeure

A party is not liable for a failure or delay caused by an event beyond its reasonable control, including power or internet failure, a carrier or app-store outage, industrial action, fire, flood, pandemic, war, or a change in law, provided it takes reasonable steps to mitigate. This does not excuse your payment of fees already incurred.

23. Complaints and TIO

If an end customer complains to you, you handle it under your complaints process first. If the complaint is about a carriage service for which we are the provider of record, you must escalate it to us promptly so we can meet the Complaints Handling Policy timeframes.

Eligible end customers may have rights to complain to the Telecommunications Industry Ombudsman. You must not obstruct that. You must tell us immediately if you receive a TIO, ACMA or OAIC notice that relates to a VoxaLink-supplied service.

24. Notices, assignment and general

Notices must be in writing, to the account email or, for us, support@voxalink.cloud or 81 Mooramie Ave, Kensington NSW 2033. You may not assign this agreement without our prior written consent. We may assign or novate to a related body corporate or a purchaser of the VoxaLink business and will notify you.

This agreement is the entire agreement about its subject matter. A waiver must be in writing. If a clause is unenforceable, the rest remains in effect. Nothing creates a partnership or agency. Each party must comply with applicable sanctions and export laws.

We may update these terms on 30 days' notice for a change likely to cause you more than minor detriment. You may terminate the affected reseller services before the change takes effect. Continued use after the effective date is acceptance.

25. Governing law

This agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

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