Wholesale Terms and Conditions

1. General

For the purposes of these Terms and Conditions:

• Agreement means this Agreement.
• MondoTalk means MondoTalk Pty Ltd (Australia).
• You / Customer means the wholesale account holder or reseller. Derivative terms such as “Your” will have corresponding meanings.
• Services means MondoTalk’s wholesale telecommunications services, including but not limited to A-Z VoIP termination, origination, SIP trunking, Cloud PBX hosting, DID supply, and related ancillary services.
• Equipment means any hardware supplied or leased to You for the purpose of using the Service.
• User Traffic means call or messaging traffic generated by You or Your downstream customers.

By establishing a wholesale account, You acknowledge that You are of legal capacity, have authority to contract on behalf of Your business, and agree to these Terms.

MondoTalk may suspend, modify, or terminate Services without prior notice if these terms are violated. Terms may be updated from time to time; the latest version will be posted at: https://wholesale.mondotalk.com/

2. Service Scope and Quality

• MondoTalk provides Services on a best-effort basis. Call quality, latency, and availability may be affected by upstream carriers, internet providers, power outages, or third-party networks beyond MondoTalk’s control.
• Services are designed for wholesale use and are not intended as consumer PSTN replacements. Emergency calling is not guaranteed.
• Service interruptions may occur if balances fall negative or credit limits are exceeded.
  

3. Compliance and Acceptable Use

• You are solely responsible for ensuring Your traffic complies with all applicable laws and regulations (e.g. ACMA regulations in Australia, telemarketing restrictions, CLI presentation rules, and anti-fraud obligations).
• Spam, scam, robocalls, CLI spoofing, or fraudulent traffic are strictly prohibited. Breaches will result in immediate suspension and possible termination of Services.
• Proof of number ownership (ROU), CLI whitelisting, and other compliance measures may be required before traffic is accepted.
  

4. Numbers and Routing

• Local Number Portability (LNP) is available in certain regions; additional charges and lead times apply.
• You are responsible for ensuring correct routing of traffic from Your network into MondoTalk.
  

5. Payments and Billing

• Services are provided on a prepaid basis.
• The mode of recharge is via bank transfer (and/or any other method we make available from time to time).
• You are responsible for ensuring recharges are authorised and correct, including the amount paid and payment reference/details used.
• Call charges are billed as per the rates provided.
• Rates may change depending on various factors (including upstream carrier pricing and regulatory changes). We will notify you where practicable if there are changes.
• Taxes, regulatory fees, and surcharges (where applicable) will be passed through to You.
• Billing disputes (usage/charges):
  • Disputed charges must be notified in writing within seven (7) days of invoice/statement; otherwise, charges are deemed accepted to the extent permitted by law.
  • Your dispute notice must include sufficient detail for us to investigate (e.g., invoice number, disputed amounts, reasons, supporting info).
• Incorrect charges by MondoTalk:
  • If MondoTalk determines (acting reasonably) that an amount was charged incorrectly by MondoTalk, the correction will be provided as a credit to your account.
  • Account credits are applied against future charges and are not redeemable for cash, unless agreed by MondoTalk in writing.

• Recharges made “by mistake” by the customer:
  • If you make a recharge in error (including paying the wrong amount, duplicate payment, incorrect reference, or unintended payment), MondoTalk is not responsible and is not obliged to refund the recharge.
  • If MondoTalk elects to assist with a return/reversal (at our discretion), you agree that:
    • we may require verification (including proof of authorisation/source of funds); and
    • you must reimburse our reasonable administration and third-party costs (including bank fees, investigation/processing time), which may be deducted from the amount returned or billed separately.
• To the maximum extent permitted by law, MondoTalk is not liable for any loss, time, costs, fees, or opportunity costs arising from a customer’s mistaken recharge.
• Platform error (e.g., direct debit bug):
  • If a recharge/debit occurs due to an error caused by MondoTalk’s platform (e.g., a system bug resulting in an incorrect direct debit), MondoTalk will correct it at our cost by:
    • refunding to the original payment method or applying an account credit, as appropriate and lawful; and
    • doing so within a reasonable time after confirming the error.

6. Negative Balance, Suspension, Closure and Inactivity

• Negative balance: If Your Account at any time has a negative balance (including due to usage charges, fees, chargebacks, reversals, adjustments, or administrative corrections), You must recharge the Account to bring it back to a positive balance immediately.
• Suspension: While the Account remains in negative balance, MondoTalk may immediately suspend some or all Services (including outbound calling and/or provisioning) without liability to You.
• Notice: MondoTalk will use reasonable efforts to provide notice to the primary contact on the Account (by email and/or via the portal).
• Closure/termination for non-payment: If the Account is not restored to a positive balance within [7 / 14] days of our notice (or such shorter period as is reasonable in the circumstances, including fraud risk), MondoTalk may close the Account and terminate this Agreement (in whole or in part), without further notice.
• If your account becomes an Inactive Account (no activity for 90 days), we may suspend or close the account. We may (but are not obliged to) send a courtesy notice to your last known email. Failure to receive any notice does not delay or prevent closure. On closure for inactivity, the Service ends and any remaining prepaid balance, credit or promotional amounts are forfeited, and phone numbers may be reclaimed or reassigned.
• Amounts remain payable: Closure or termination does not waive any amounts owing. You remain liable for:
  • the negative balance amount; and
  • any costs we reasonably incur in recovering amounts owed (including bank fees, payment processing fees, dispute/chargeback costs, and reasonable administration costs), to the extent permitted by law.

7. Fraud and Traffic Risk

• You are responsible for all traffic sent via Your account, whether authorized or not.
• MondoTalk is not liable for fraudulent calls, compromised systems, or unauthorized usage on Your side.
• To mitigate exposure, You are encouraged to implement fraud controls, traffic monitoring, and IP authentication.
  

8. Equipment (if provided)

• Any leased equipment remains the property of MondoTalk and must be returned upon termination.
• Risk passes upon delivery; You are responsible for damage, misuse, or loss.
• Equipment is locked to the MondoTalk network unless otherwise agreed in writing.
  

9. Termination and Suspension

• Either party may terminate this Agreement with 30 days’ written notice.
• Immediate suspension may occur if:
  • fraudulent, non-compliant, or abusive traffic is detected;
    invoices remain unpaid beyond agreed terms;
  • Your upstream traffic materially impacts MondoTalk’s carrier relations.
• No refunds or credits are provided for unused balances or prepaid fees.
  

10. Limitation of Liability

• MondoTalk shall not be liable for indirect, incidental, or consequential damages (including loss of revenue or profit).
• In all cases, MondoTalk’s liability shall not exceed the amount paid by You for Services in the month preceding the event giving rise to the claim.
  

11. Indemnification

You agree to indemnify and hold harmless MondoTalk from any claims, liabilities, fines, or damages arising out of:

• Your traffic or that of Your customers;
• breach of regulations;
• unauthorized use of Services;
• misrepresentation to downstream customers.
  

12. Governing Law

This Agreement is governed by the laws of Australia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Western Australia.

13. Assignment, Novation and Transfer of Accounts

• Transfer right: MondoTalk may, at any time, assign, transfer or novate (or procure the novation of) this Agreement and/or any of its rights or obligations under it to:
  • a Related Body Corporate of MondoTalk; and/or
  • any third party that purchases or receives all or part of MondoTalk’s business, assets, operations, or customer base relevant to the Services.
    
• Advance consent: You irrevocably consent to any assignment/transfer/novation under this clause and agree to do all things reasonably required by MondoTalk to give effect to it (including signing a novation or confirmation if requested).
• Effect of novation/transfer: From the effective date specified by MondoTalk:
  • the transferee will become the provider of the Services to You under this Agreement;
  • the transferee will assume MondoTalk’s rights and obligations from that date (to the extent specified); and
  • to the maximum extent permitted by law, MondoTalk will be released from obligations arising after that date.
• Account migration: Without limiting the above, MondoTalk may migrate Your account and Services (including configurations, routing, numbers/DIDs (where permitted), and any account credits/balances recorded in our systems) to the transferee as part of the transfer/novation.
• Information sharing: You authorise MondoTalk to disclose information reasonably necessary to:
  
  • evaluate, negotiate and complete a proposed transfer (including due diligence); and
  • enable the transferee to provide and manage the Services,
    provided that (where applicable) such disclosure is subject to reasonable confidentiality arrangements and compliance with applicable law.
• Notice: MondoTalk will provide notice of any transfer/novation to the primary contact on Your account and/or by notice on the wholesale portal, within a reasonable time (and where practicable, in advance).
• Customer assignment restricted: You must not assign, transfer or novate this Agreement without MondoTalk’s prior written consent

14. Entire Agreement

This Agreement constitutes the full and final understanding between You and MondoTalk for wholesale Services and supersedes any prior representations or agreements.