This VoIP Services Schedule (“Service Schedule”) forms part of the Master Services Agreement (“MSA”) between Empreus IT Support (“Provider”) and the Client. This Service Schedule should be read in conjunction with the MSA and all referenced legal documents.

In the event of any conflict between this Service Schedule and the MSA, the terms of this Service Schedule shall prevail to the extent of the inconsistency.

This Service Schedule governs the provision of Voice over Internet Protocol (“VoIP”) telephony services. The Provider resells VoIP services through GoTo (formerly GoTo Connect) as its upstream VoIP platform provider and delivers the service to the Client under the terms set out below.

In addition to the definitions set out in the MSA, the following definitions apply to this Service Schedule:

• “VoIP Service” means the cloud-based telephony service delivered to the Client via the GoTo platform, including voice calls, features, and licences as specified in the Quote.
• “GoTo” means GoTo Communications, Inc. (or its affiliates), the upstream VoIP platform provider through which the Provider procures and resells the VoIP Service.
• “VoIP Service Term” means the minimum subscription period for the VoIP Service, as specified in the applicable Quote.
• “Monthly VoIP Fee” means the recurring monthly subscription fee payable by the Client for the VoIP Service, as detailed in the Quote.
• “Handset” means a physical VoIP telephone device used to make and receive calls over the VoIP Service.
• “Softphone” means a software-based application installed on a desktop computer, laptop, or mobile device that enables the user to make and receive VoIP calls.
• “DID Number” means a Direct Inward Dialling telephone number allocated to the Client under the VoIP Service.

3.1 VoIP Platform

The Provider shall supply the Client with a cloud-based VoIP telephony service through the GoTo platform, as specified in the accepted Quote. The VoIP Service may include the following features (subject to the Quote):

• Inbound and outbound voice calling
• Number porting (transfer of the Client’s existing telephone numbers to the VoIP Service)
• New DID number allocation
• Call recording
• Auto-attendant and Interactive Voice Response (IVR)
• Voicemail to email
• Conference calling
• Softphone licences (desktop and mobile applications)
• Fax to email

Only those features explicitly detailed in the Quote and accepted by the Client are within the scope of this Service Schedule.

3.2 Number Porting

Where the Client requests porting of existing telephone numbers to the VoIP Service, the Provider will coordinate the porting process with GoTo and the Client’s existing carrier. The Client shall provide all information and authorisations required to complete the port, including account details and a Letter of Authority (LOA).

Porting timeframes are dependent on the Client’s existing carrier and are outside the Provider’s direct control. Typical porting timeframes are 5 to 15 business days, though complex ports (e.g., multiple numbers, different carriers) may take longer.

The Provider shall not be liable for delays, errors, or service interruptions caused by the Client’s existing carrier during the porting process. If a port is rejected by the existing carrier, the Provider will advise the Client of the reason and assist with resubmission.

3.3 Handsets and Devices

Physical VoIP handsets are not included in the Monthly VoIP Fee. Handsets may be obtained by the Client through the following options:

• Hardware as a Service (HaaS): Handsets may be leased on a subscription basis under the Hardware as a Service – Service Schedule (EMPREUS-SS-HAAS-001).
• Client-Provided Handsets: The Client may use their own compatible Yealink handsets. The Provider will configure Client-provided Yealink handsets for the VoIP Service but does not warrant or support handsets from other manufacturers.
• Outright Purchase: The Client may purchase handsets outright from the Provider, subject to a separate Quote. Purchased handsets are the Client’s property and are subject to the manufacturer’s warranty only.

3.4 IT Support

All IT support related to the VoIP Service — including helpdesk, troubleshooting, on-site visits, after-hours support, and associated service levels and rates — is provided under the Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001). The Client must hold an active Managed IT Services subscription to receive support for the VoIP Service.

3.5 Network Requirements

The VoIP Service requires a stable and sufficiently provisioned internet connection to function correctly. Network equipment (routers, switches, QoS configuration) is provided under the Managed Network Services – Service Schedule (EMPREUS-SS-MNS-001). The Provider recommends that the Client maintain an active Managed Network Services subscription to ensure optimal VoIP call quality.

The Provider shall not be liable for call quality issues, dropouts, latency, or jitter caused by insufficient bandwidth, network congestion, or inadequate network equipment outside the Provider’s management.

3.6 Exclusions

The following are not included in the VoIP Service:

• Physical handsets (see Section 3.3 for options)
• Internal network cabling or structured cabling works
• Internet connectivity (provided under the NBN Services or Starlink Services schedules)
• Network equipment (provided under Managed Network Services)
• IT support services (provided under Managed IT Services)
• Premium-rate, international, or satellite call charges beyond any included call allowance specified in the Quote
• Carrier access charges or government-imposed levies not included in the Quote

4.1 Account Setup

The Provider will set up and configure the Client’s VoIP account on the GoTo platform following acceptance of the Quote. This includes creating user accounts, configuring call flows, auto-attendant menus, voicemail, and any other features specified in the Quote.

4.2 Number Allocation and Porting

New DID numbers will be allocated during provisioning. Where number porting is required, the Provider will submit the porting request to GoTo and the Client’s existing carrier. The Client shall maintain their existing service until the port is confirmed to avoid loss of service.

4.3 Handset Configuration

The Provider will configure handsets for the VoIP Service, whether supplied via HaaS, purchased outright, or Client-provided (Yealink only). Configuration includes registering the handset to the GoTo platform, assigning extensions, and setting up speed dials and function keys as specified in the Quote.

4.4 Testing and Go-Live

The Provider will conduct testing of the VoIP Service prior to go-live, including inbound and outbound call testing, voicemail verification, and feature validation. The Client shall participate in user acceptance testing and confirm readiness for go-live.

5.1 Minimum Term

The VoIP Service is subject to a minimum VoIP Service Term of 12 months from the activation date, unless otherwise agreed in writing in the Quote.

5.2 Renewal

At the expiry of the VoIP Service Term, the VoIP Service shall automatically renew on a month-to-month basis under the same terms, unless either party provides at least 30 days’ written notice of non-renewal prior to the expiry of the current term.

5.3 Changes to Service

The Client may request changes to the VoIP Service during the VoIP Service Term, including adding or removing users, changing call plans, or enabling additional features. Changes may result in a variation to the Monthly VoIP Fee. The Provider will confirm any fee changes before processing the request.

6.1 Monthly VoIP Fee

The Client shall pay the Monthly VoIP Fee as specified in the accepted Quote. Monthly VoIP Fees are invoiced in advance in accordance with the Payment – Terms & Conditions.

6.2 Inclusions

Unless otherwise stated in the Quote, the Monthly VoIP Fee includes:

• VoIP user licences for the number of users specified in the Quote
• GoTo platform access and hosted PBX functionality
• Included call allowance (as specified in the Quote)
• Features activated in the Quote (e.g., call recording, auto-attendant, voicemail to email, conference calling, fax to email)
• Softphone licences for desktop and mobile (as specified in the Quote)
• DID number allocation and maintenance
• Ongoing platform configuration and user administration by the Provider

6.3 Exclusions

The following are excluded from the Monthly VoIP Fee and may be charged separately:

• Call charges exceeding the included call allowance (e.g., international calls, premium-rate numbers, directory assistance)
• Number porting fees (if applicable, as specified in the Quote)
• Additional DID numbers beyond those included in the Quote
• Physical handsets (see Section 3.3)
• Network equipment (provided under Managed Network Services)
• IT support services (provided under Managed IT Services)
• Government-imposed levies, carrier access charges, or regulatory fees not included in the Quote

6.4 Call Charges

Where the Client’s call usage exceeds the included call allowance specified in the Quote, excess call charges will be billed in the following month’s invoice at the rates published by GoTo or as otherwise agreed in writing. The Provider will notify the Client if call usage appears to significantly exceed the included allowance.

6.5 Payment Terms

All payment obligations under this Service Schedule are subject to the Payment – Terms & Conditions published at empreusitsupport.com.au/payment-terms-and-conditions, which are incorporated by reference.

7.1 Internet Connectivity

The Client is responsible for maintaining a stable, sufficiently provisioned internet connection capable of supporting the VoIP Service. The Provider recommends a dedicated or prioritised connection for VoIP traffic. Poor internet connectivity may result in degraded call quality for which the Provider is not liable.

7.2 Number Porting Cooperation

Where number porting is requested, the Client shall provide all required information, authorisations, and the Letter of Authority (LOA) promptly. The Client shall not cancel their existing telephone service until the port has been confirmed as complete. Premature cancellation may result in loss of the telephone number(s), for which the Provider is not liable.

7.3 Acceptable Use

The Client shall use the VoIP Service in compliance with all applicable laws, regulations, GoTo’s acceptable use policy, and the Telecommunications Act 1997 (Cth). The Client shall not use the VoIP Service for:

• Unsolicited telemarketing or robocalling in breach of the Do Not Call Register Act 2006 (Cth)
• Fraudulent, abusive, or harassing communications
• Any activity that disrupts or degrades the VoIP platform or network
• Any unlawful purpose or in breach of any applicable telecommunications regulations

The Provider reserves the right to suspend the VoIP Service immediately if the Client is in breach of this Section.

7.4 Emergency Services (000)

The Client acknowledges that VoIP services have inherent limitations for emergency calls (000). VoIP emergency calls may not function during internet outages, power failures, or if the registered address is incorrect. The Client is responsible for ensuring that staff are aware of these limitations and that alternative means of contacting emergency services are available at all times.

The Provider shall not be liable for any failure or delay in connecting emergency calls over the VoIP Service.

7.5 User Administration

The Client shall promptly notify the Provider of any changes to user requirements, including new starters, leavers, or changes to extensions and call routing. Delays in notification may result in continued billing for unused licences or security risks from active accounts for departed staff.

7.6 Timely Reporting of Issues

The Client agrees to promptly report any call quality issues, service outages, or feature malfunctions through the Provider’s designated support channels as set out in the Managed IT Services – Service Schedule.

8.1 Availability

The VoIP Service is hosted on the GoTo cloud platform. The Provider will use commercially reasonable efforts to ensure the VoIP Service is available to the Client at all times. However, service availability is dependent on GoTo’s platform uptime, the Client’s internet connection, and the Client’s internal network.

The Provider does not guarantee uninterrupted availability of the VoIP Service.

8.2 Call Quality

Call quality is dependent on the Client’s internet connection bandwidth, latency, jitter, and packet loss, as well as internal network configuration (e.g., Quality of Service settings, switch and router performance). The Provider does not guarantee call quality and shall not be liable for call quality degradation caused by factors outside the Provider’s managed environment.

8.3 Platform Outages

In the event of a GoTo platform outage, the Provider will liaise with GoTo to monitor the situation and keep the Client informed of progress and expected resolution. The Provider shall not be liable for outages caused by GoTo or any other third party.

8.4 No Compensation for Outages

Unless otherwise agreed in writing or specified in the Quote, the Provider does not offer service credits, refunds, or compensation for VoIP Service outages or call quality degradation.

9.1 Relationship

The Provider resells the VoIP Service through GoTo as its upstream VoIP platform provider. The Client’s contractual relationship is solely with the Provider. The Client has no direct contractual relationship with GoTo and shall not contact GoTo directly regarding the VoIP Service without the Provider’s prior written consent.

9.2 GoTo Terms

The VoIP Service is subject to GoTo’s terms of service, acceptable use policy, and privacy policy. The Client shall comply with any such terms communicated by the Provider. The Provider does not assume liability for any restrictions, limitations, feature changes, or actions imposed by GoTo.

9.3 Platform Changes

GoTo may from time to time update, modify, or discontinue features of the VoIP platform. The Provider will notify the Client of any material changes that affect the VoIP Service. The Provider is not liable for changes to the GoTo platform that are outside the Provider’s control.

10.1 Number Ownership

DID numbers allocated to the Client under the VoIP Service are managed through GoTo and the underlying carrier. The Client retains the right to port their telephone numbers away from the Provider’s service upon termination, subject to applicable porting regulations and the completion of all outstanding payments.

10.2 Porting Away

If the Client wishes to port their numbers to another provider upon termination, the Client must initiate the port with their new provider before the VoIP Service is disconnected. The Provider will cooperate with legitimate porting requests. Numbers that are not ported within 30 days of termination may be released and may not be recoverable.

10.3 Number Recall

If the Client’s VoIP Service is terminated due to non-payment or breach, the Provider reserves the right to recall and release DID numbers after providing 14 days’ written notice to the Client.

11.1 Definitions

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party to the other, including trade secrets, client lists, business strategies, financial data, technical documentation, network designs, user credentials, call recordings, and any information clearly identified or reasonably understood as confidential.

“Data Protection Laws” means all applicable legislation relating to the protection of personal data and privacy, including the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), the Telecommunications (Interception and Access) Act 1979 (Cth), and if applicable, the General Data Protection Regulation (GDPR) (EU) 2016/679.

11.2 Confidentiality Obligations

Each party shall use Confidential Information solely for the purpose of fulfilling obligations under this Agreement. Neither party shall disclose Confidential Information to any third party without prior written consent, except as necessary to perform under this Agreement or as required by law.

11.3 Call Recording Compliance

Where call recording is enabled as part of the VoIP Service, the Client is solely responsible for ensuring compliance with all applicable laws regarding the recording of telephone calls, including obtaining any required consent from callers. Laws regarding call recording vary by jurisdiction, and the Client should seek independent legal advice regarding their obligations.

The Provider shall not be liable for any claims, penalties, or damages arising from the Client’s failure to comply with call recording laws.

11.4 Data Privacy and Protection

Both parties shall comply with all applicable Data Protection Laws. The Provider shall process personal data only to the extent necessary to perform the Services or as instructed by the Client. The Provider shall implement commercially reasonable technical, administrative, and organisational measures to safeguard Client data.

The Client acknowledges that voice traffic and call data traverses third-party networks (including GoTo’s platform and underlying carriers) and the Provider is not responsible for the interception, monitoring, or security of voice data in transit beyond the Provider’s managed environment.

11.5 Data Breach Notification

In the event of a confirmed or reasonably suspected data breach affecting the Client’s personal data within the Provider’s control, the Provider shall promptly notify the Client and provide sufficient details about the nature and scope of the breach.

11.6 Survival

The confidentiality and data protection obligations under this section shall survive termination of this Service Schedule for as long as the Receiving Party possesses or controls any Confidential Information or personal data belonging to the Disclosing Party.

12.1 Provider Warranty

The Provider warrants that it will use commercially reasonable efforts to provision, configure, and support the VoIP Service in accordance with this Service Schedule.

12.2 No Guarantee of Call Quality or Availability

The Provider does not warrant or guarantee that the VoIP Service will be free from interruptions, call quality issues, latency, or dropped calls. VoIP call quality and availability are subject to factors outside the Provider’s control, including internet connectivity, network conditions, and GoTo platform performance.

12.3 Emergency Services Disclaimer

The Provider does not warrant that emergency calls (000) will function at all times over the VoIP Service. The Client acknowledges the inherent limitations of VoIP for emergency calling as set out in Section 7.4.

12.4 Third-Party Disclaimer

The VoIP Service is delivered through GoTo’s cloud platform and underlying telecommunications carriers. The Provider does not make any representations or warranties with respect to the performance, reliability, or availability of GoTo’s platform or any third-party carrier infrastructure.

12.5 Disclaimer of Implied Warranties

Except as expressly set out in this Service Schedule and the MSA, the Provider disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Nothing in this Service Schedule excludes or limits any consumer guarantee or statutory right that cannot be excluded under Australian Consumer Law.

13.1 The Provider shall not be liable for any indirect, incidental, consequential, or special damages arising from the use or inability to use the VoIP Service, including lost profits, lost business, missed calls, business interruption, or loss of goodwill, regardless of the legal theory, even if advised of the possibility of such damages.

13.2 The Provider’s aggregate liability under this Service Schedule shall not exceed the total Monthly VoIP Fees actually paid by the Client in the six (6) months immediately preceding the date on which the claim arose.

13.3 The Provider shall not be liable for any service outages, call quality issues, or feature unavailability caused by GoTo, underlying carriers, or any other third party.

13.4 The Provider shall not be liable for any failure or delay in connecting emergency calls (000) over the VoIP Service.

13.5 The Provider shall not be liable for any claims arising from the Client’s use of call recording in breach of applicable laws.

13.6 Any claim must be brought within twelve (12) months from the date on which the Client first became aware, or reasonably should have become aware, of the basis for such claim.

13.7 The limitations in this section shall not apply to damages resulting from the Provider’s gross negligence or wilful misconduct, or any liability that cannot be excluded by law.

14.1 By the Provider: The Provider shall indemnify and hold the Client harmless from any third-party claims arising from the Provider’s gross negligence or wilful misconduct in performing Services under this Service Schedule.

14.2 By the Client: The Client shall indemnify and hold the Provider harmless from any third-party claims arising from the Client’s misuse of the VoIP Service, breach of acceptable use policies, non-compliance with call recording laws, or violation of applicable laws or regulations, including the Telecommunications Act 1997 (Cth).

Neither party shall be liable for delays or failures due to events beyond their reasonable control, including natural disasters, war, strikes, pandemics, governmental actions, GoTo platform failures, or underlying carrier outages. The affected party shall notify the other promptly and use reasonable efforts to resume performance as soon as feasible.

If a Force Majeure event prevents performance for more than 30 days, either party may terminate this Service Schedule upon written notice. The Client remains liable for all fees accrued up to the termination date.

16.1 Early Termination by Client

If the Client terminates this Service Schedule (or the MSA) prior to the expiry of the VoIP Service Term, the Client shall be liable for the Early Termination Cost as defined in the Termination – Terms & Conditions, which includes one hundred percent (100%) of the remaining Monthly VoIP Fees for the unexpired portion of the VoIP Service Term.

16.2 Upstream Costs

In addition to the Early Termination Cost, the Client shall be responsible for any early termination fees, penalties, or charges imposed by GoTo or any underlying carrier as a result of the early termination.

16.3 Number Porting on Termination

Upon termination, the Client may port their DID numbers to another provider in accordance with Section 10.2. Numbers not ported within 30 days of termination may be released.

Termination of this Service Schedule is governed by the Termination – Terms & Conditions published at empreusitsupport.com.au/termination-terms-conditions, which are incorporated by reference.

This includes termination by the Provider (for non-payment, material breach, misuse, or insolvency), termination by the Client (for convenience with 30 days’ notice, or for uncured material breach by the Provider), automatic renewal, post-termination services, and the Provider’s retention of rights.

18.1 Relationship to MSA

This Service Schedule supplements and forms part of the Master Services Agreement. All terms of the MSA (including the Director’s Guarantee, Governing Law and Dispute Resolution, and Privacy Policy reference) apply to this Service Schedule as if set out in full herein.

18.2 Prerequisite Service Schedules

The Client acknowledges that:

• An active Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001) is required to receive IT support for the VoIP Service.
• An active internet connectivity service (e.g., NBN Services or Starlink Services) is required for the VoIP Service to function.
• An active Managed Network Services – Service Schedule (EMPREUS-SS-MNS-001) is recommended to ensure optimal call quality through proper network configuration and QoS settings.

If the Managed IT Services subscription is terminated or expires, the Provider is not obligated to provide helpdesk, troubleshooting, or on-site support for the VoIP Service.

18.3 Cross-References

This Service Schedule is subject to the following Empreus IT Support legal documents, all of which are incorporated by reference:

• Master Services Agreement (EMPREUS-MSA-001)
• Managed IT Services – Service Schedule (EMPREUS-SS-MIT-001)
• Hardware as a Service – Service Schedule (EMPREUS-SS-HAAS-001) — if handsets are leased via HaaS
• Managed Network Services – Service Schedule (EMPREUS-SS-MNS-001)
• Payment – Terms & Conditions (empreusitsupport.com.au/payment-terms-and-conditions)
• Termination – Terms & Conditions (empreusitsupport.com.au/termination-terms-conditions)
• Quote – Terms & Conditions (empreusitsupport.com.au/quote-terms-conditions)
• Privacy Policy (empreusitsupport.com.au/privacy-policy)

18.4 Amendments

No modification to this Service Schedule shall be valid unless made in writing and signed by both parties.

18.5 Severability

If any provision of this Service Schedule is found to be unenforceable, the remaining provisions shall remain in full force and effect.

18.6 Entire Agreement

This Service Schedule, together with the MSA and all incorporated documents, constitutes the entire agreement between the parties regarding the VoIP Services described herein and supersedes all prior agreements, representations, and understandings on this subject matter.