What is a Phoneword?
A phoneword is an EROU number that we have the right to license to you, and includes any alphanumeric translation of that EROU number. If we accept your application for a phoneword, we will license and provide that phoneword to you on the terms of this section of Our Customer Terms.
Minimum period
You must take a phoneword from us for a minimum period of 12 months (“minimum period”).
Licence Terms
If we accept your application for a phoneword, we grant you an exclusive, non-assignable, non-transferable licence to use the phoneword as a telephone number with your Inbound Service. You may not assign or transfer the licence unless we agree otherwise.
Using a phoneword
You must not use the phoneword in a way that will:
- infringe the intellectual property rights of any other person; or
- mislead or deceive or be likely to mislead or deceive other people.
This clause will override any other clause in this section of Our Customer Terms to the extent that there is an inconsistency.
You must comply with all laws, industry codes and regulations that relate to the use of the phoneword.
If a third party alleges or claims that your use of the phoneword, or any application or registration for the phoneword, infringes the rights (including intellectual property rights) of that party or is misleading or deceptive, or is likely to mislead or deceive or constitutes passing off, it is your responsibility to obtain legal advice and resolve the matter with the third party.
Using a phoneword with an associated trade mark
In addition to the terms above, we are required to ensure that you use the phoneword in a certain way (which includes your use of any trademarks associated with the phoneword). You agree:
- to only use the phoneword in connection with the types of goods or services associated with the phoneword;
- not to sub-license your rights to use the phoneword to any person without our written permission;
- to only use the phoneword in accordance with our reasonable directions and certain quality standards that we may tell you about from time to time;
- at our request, to provide us with samples of how the phoneword is used including its use on documents, labels, artwork, advertising and other materials;
- on reasonable notice, to provide us or a third party that we nominate, with access to your premises so that we can determine if the use of the phoneword is in accordance with the terms set out in this section of Our Customer Terms;
- to obtain our prior written consent before registering a trade mark, domain name, company name, business name or other trading name which incorporates the phoneword. You acknowledge that you only have a licence to use the phoneword as a telephone number and so we may not always agree to allow you to register a trade mark, domain name, company name, business name or other trading name which incorporates the phoneword; and
- that the use of the phoneword (including any use or registration as or as part of a trade mark, company name, business name, domain name or other trading name) is at your risk.
Charges - licence agreements entered
The fees for:
- your licence to use a phoneword; and
- the assignment to you of our rights in a phoneword, are set out in your application form.
The fees do not cover any charges relating to telecommunications services provided in connection with the phoneword.
We will invoice you for the licence fees in advance and you must pay us within 14 days of receiving the invoice.
You acknowledge that the assignment to you of our rights in a phoneword will not be effective until we receive full payment of the fee for the assignment.
If you agree to license a phoneword from us for a contract term of three years, then the fees are reduced by 50% for the first 18 months of that term.
Failure to pay fees
If you breach your obligation to pay the fees for your use of a phoneword we may, in addition to our other rights under Our Customer Terms, assign our rights in respect of your licence to use that phoneword to the third party that owns the phoneword. From the date of that assignment, that third party may invoice you directly for the phoneword and perform our obligations to you in respect of the phoneword.
Cancelling your phoneword
You acknowledge:
- that a third party owns the phoneword and has provided us with the rights to sub-license the phoneword to you; and
- and agree that you have no rights in the phoneword, or to use the phoneword, other than as expressly stated in this section of Our Customer Terms.
If we reasonably believe that the use of your phoneword is in breach of the terms set out in this section of Our Customer Terms, we may be required to cancel or suspend your phoneword.
You may cancel your licence to use a phoneword by providing us with one month’s written notice.
If you cancel your licence to use a phoneword before the expiry of the contract term that you agree with us (“contract term”), you will have to pay us an early termination charge. The early termination charge will be equal to 100% of the total monthly fees payable for the remainder of the contract term, calculated from the date you cancel your licence.
You acknowledge that the early termination charge is a genuine pre-estimate of the loss we are likely to suffer if you cancel your phoneword licence.
If you port your phoneword to another service provider that is not on the Pickle network, then we will immediately and automatically assign our rights in respect of your licence to use that phoneword to the third party that owns the phoneword. From the date of porting, that third party may invoice you directly for the phoneword and perform our obligations to you in respect of the phoneword.
If you decide to cancel your Inbound Service, you acknowledge that we may also cancel your licence to use that phoneword 20 business days after you cancel your Inbound Service if the phoneword is for that Inbound Service. You will also be required to pay us an early termination charge.
If your licence to use a phoneword expires or terminates, you must immediately stop using the phoneword and stop using, and cancel any registrations or applications for, any trademarks, domain names, company names, business names or other trading names which incorporate the phoneword. You acknowledge and agree that after termination or expiry of your phoneword, we or the third party that owns the phoneword may licence that phoneword to another person. After the expiry or termination of your phoneword, you agree not to take action against us or a third party for use of the phoneword or any trademarks, domain names, company names, business names or other trading names which incorporate the phoneword.
We may need to cancel your licence to use a phoneword if we no longer have the right to licence the phoneword to you. If this happens, we will tell you as soon as reasonably possible and we will use all commercial endeavours to procure a licence from the applicable third party, for you to continue using the same phoneword.
You acknowledge that if we attempt to procure a licence for you from a third party, we may disclose your information and the details of your existing phoneword licence to the applicable third party to enable us to do so.
You must not procure or assist a third party to do anything you have agreed not to do in this section of Our Customer Terms.