Our Terms of Service

1. These Terms

1.1 These Terms of Service (Terms) govern the supply by TrackThis Pty Ltd ABN 55 631 495 906 (TrackThis, we, us) of GPS tracking hardware, the TrackThis platform and related services to you (you, the Customer).

1.2 Your agreement with us (the Agreement) comprises, in descending order of precedence: any signed master agreement or statement of work; the order form, quotation or online checkout confirmation recording what you purchased (the Order); these Terms and their Schedules; our Privacy Policy; and the Documentation.

1.3 These Terms apply to every Order, including repeat Orders. Terms in your purchase order or supplier portal do not apply unless accepted in writing by an authorised officer of TrackThis.

1.4 If you contract on behalf of an entity, you warrant that you are authorised to bind it. If you access the platform through a reseller or white label partner, your contract is with that partner and their terms govern your use; clause 22 governs the partner's contract with us.

1.5 Nothing in these Terms limits your rights under the Australian Consumer Law (ACL). See clause 18.

2. Definitions

Asset is a vehicle, machine, item of plant or equipment, or other item to which a Device is fitted or assigned.

Authorised Installer is TrackThis, or a technician, workshop or partner accredited by us.

Authorised User is an individual you permit to access the Platform under your account.

Business Day / Business Hours is a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria; 9:00am–5:00pm on such a day, Australian Eastern Time.

Device is GPS tracking hardware, beacons, sensors, cameras, cabling, accessories and other hardware we supply.

Documentation is the user guides, installation guides and specifications we make available for the Services.

Fees is all amounts payable under the Agreement.

Platform is the TrackThis web application, mobile interfaces, APIs, reporting tools and associated hosted software, including any white label instance.

Services is the Devices, the Platform, connectivity, support and other services we supply.

Subscription is your right to access the Platform in respect of a Device or Asset.

Your Data is data you or your Authorised Users input into the Platform, telemetry, location and event data generated by your Devices, and outputs derived from it.

In these Terms, headings are for convenience only, the singular includes the plural, "including" is not limiting, references to legislation include amendments and replacements, and currency is Australian dollars.

3. Orders and formation

3.1 A quotation is an invitation to treat, valid for the period stated in it or 30 days. We may correct manifest pricing or specification errors before you accept it.

3.2 Placing an Order — by signing a quotation, issuing a purchase order, completing checkout, or activating a Device — is an offer to acquire the Services on the terms of the Order and these Terms. A contract forms when we accept the Order in writing, invoice it, dispatch the Devices, or activate your Subscription, whichever is first.

3.3 Activation by invitation. Where an Authorised Installer orders Devices for you, we may email you an activation invitation. By completing account activation, selecting a Subscription and registering an Asset, you accept these Terms and contract with us for that Subscription. The Installer remains responsible to us for any hardware charges it has agreed to pay.

3.4 We may carry out a credit assessment before accepting an Order and may decline it or require payment in advance or security. We will tell you if we do..

4. Our website

4.1 You may browse our website and online store, and download or print material from it, for your internal business purposes. All website content, and the TrackThis name and marks, are owned by us or our licensors; nothing on the site grants you a licence to use our marks.

4.2 You must not use the website unlawfully or in breach of Schedule 2; copy, republish or commercially exploit its content beyond clause 4.1; scrape, data-mine or systematically download content, or use automated access other than compliant search engine crawlers; interfere with its operation or security; or frame or mirror it without our written consent.

4.3 Website content is general information only and is not advice. Specifications, performance figures and images are indicative, and descriptions in your Order prevail. We do not control or endorse third party sites we link to.

5. Supply, delivery and risk

5.1 We will supply the Devices in your Order. Specifications may change where a manufacturer changes or discontinues a component, provided functionality remains substantially equivalent; we will tell you if a change materially affects a Device you have ordered.

5.2 Delivery dates are estimates. We will use reasonable efforts to meet them and will tell you promptly of any material delay. We may deliver in instalments; a defect in one instalment does not entitle you to treat the whole Order as repudiated. Subject to clause 18, we are not liable for loss caused by delay except to the extent it results from our failure to take reasonable care.

5.3 Risk passes to you on delivery to the address in your Order or to a carrier you nominate, whichever is earlier. Inspect Devices on delivery and tell us of any shortage, visible damage or incorrect supply within 14 days. This does not limit your rights for defects not reasonably apparent on inspection, or under the ACL.

6. Title and security interest

6.1 Devices you purchase. Title passes when we receive payment in full. Until then you hold them as bailee, must keep them identifiable and insured, and must not sell, encumber or dispose of them.

6.2 Devices we supply. Where an Order states that Devices are bundled, loaned, rented or provided at no separate hardware charge, title remains with us at all times. You must not sell, encumber, modify or dispose of them, and must return them under clause 15.3.

7. Installation

7.1 Self-install Devices (including the OBD-II tracker and Eye Beacon Sensor) may be installed by you in accordance with the Documentation. Professional-install Devices (including the hardwired tracker and CANBUS adapter solution) can be installed by your technician or one of our Authorised Installer; you must follow the instructions provided to you otherwise may void the warranty in clause 8 and may create a safety risk.

7.2 Installing a wired Device may require connection to an Asset's electrical system, cable routing and, in some cases, drilling or trim removal. You are responsible for confirming that installation is permitted under any lease, finance, hire, insurance or manufacturer warranty arrangement affecting the Asset, and subject to clause 18 we are not liable for its effect on any such arrangement.

7.3 Where you or a contractor you engage installs a Device, you are responsible for doing so in accordance with the Documentation and all applicable laws, standards and vehicle safety requirements, and for ensuring the installation does not interfere with the safe operation of the Asset, including airbags, immobilisers and braking systems. Clause 20.2 applies.

7.4 Where we or an Authorised Installer attend, you must provide safe and reasonable access during Business Hours, together with any inductions, permits or clearances required. We may charge our then-current rates for attendances outside Business Hours or outside [50km] of an Installer's base, and for wasted attendances where an Asset is unavailable and you gave less than [1 Business Day] notice.

7.5 Handover. For installations under clause 3.3, the Asset transfers into your account and the Installer's visibility of it ends when the Installer marks installation testing as complete in the Platform. Verify the Asset appears correctly in your account and tell us promptly if it does not.

7.6 You may remove and refit a Device you own to another Asset, updating the Asset record when you do. Devices in which we retain title may only be moved with our consent, not to be unreasonably withheld.

8. Hardware warranty

8.1 We warrant that Devices will be free from defects in materials and workmanship and will operate substantially in accordance with the Documentation for [24] months from dispatch (Devices you purchase), or for the term of the Subscription (Devices under clause 6.2). Cabling, harnesses, antenna, mounts and accessories carry a [12] month warranty.

8.2 The warranty does not cover consumables, including non-replaceable batteries once depleted through normal use; damage from accident, misuse, neglect, unauthorised modification, incorrect voltage, water ingress caused by improper sealing, or use outside published environmental ratings; faults caused by installation that did not follow the Documentation or, for Professional-install Devices, by installation other than by an Authorised Installer; or faults caused by unapproved accessories or third party equipment.

8.3 To claim, contact support with the Device serial number, Asset details and a description of the fault. We may ask you to carry out reasonable diagnostics or make the Asset available. For a valid claim we will, at our option, repair, replace or refund the hardware charge, and will bear return freight. If a claim is not valid, we may charge our reasonable assessment, freight and attendance costs, and will tell you the likely amount first.

8.4 This warranty is in addition to your rights under the ACL (clause 18).

9. Access to the Platform

9.1 Subject to payment of the Fees and compliance with the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right for the term of your Subscription to access and use the Platform for your internal business purposes, in respect of Assets you own, operate, hire out or manage. You may permit Authorised Users to access the Platform under your account and are responsible for their acts and omissions as if they were your own.

9.2 You must not, and must not permit any person to: copy, modify or create derivative works of the Platform; reverse engineer, decompile or disassemble it, or attempt to derive its source code or structure, except where that restriction cannot be excluded under Division 4A of Part III of the Copyright Act 1968 (Cth); resell, sublicense or provide the Platform as a service to third parties other than under clause 22; track Assets or persons other than as clause 13 permits; circumvent access controls, usage limits or security features, or access the Platform other than through the interfaces we provide; introduce malicious code, or conduct security testing without our prior written consent; or otherwise breach Schedule 2.

9.3 Each Authorised User must have their own named login. Keep credentials secure, do not share them between individuals, and tell us promptly of any unauthorised access. We provide multi-factor authentication, and you should enable it for all Authorised Users. We may suspend an individual login we reasonably believe is compromised or is being used in breach of the Agreement, telling you first where practicable, and will restore access once resolved.

9.4 Where a Device is onboarded under clause 3.3, the account holder is the person or entity that accepts the invitation and selects the Subscription and is responsible for the Fees from the Commencement Date. Keep your account, contact and billing details accurate, and ensure the addresses you nominate for alerts, invoices and service notices are monitored.

10. Availability, support and changes

10.1 We will use reasonable endeavours to make the Platform available in accordance with Schedule 3, excluding scheduled maintenance, emergency maintenance and events outside our reasonable control, and to give at least [48 hours] notice of scheduled maintenance expected to cause an outage.

10.2 We provide support in accordance with Schedule 3. Support excludes faults caused by your systems, networks, configuration or third-party software; faults caused by Devices or accessories we did not supply or approve; training beyond your Order; recovery of data lost through your own actions; and custom development, integration or report building, which we can quote separately.

10.3 We improve the Platform continuously and may add, change or remove features. We will not materially reduce the core functionality you have subscribed to without at least [30 days] notice, and if such a change would have more than a minor detrimental effect on you, you may terminate the affected Subscriptions without an early termination charge by giving notice within that period. Updates and fixes that do not materially reduce functionality may be released at any time.

11. Connectivity, SIMs and fair use

11.1 Devices include a SIM and a data allowance sufficient for normal tracking and telemetry use in accordance with the Documentation. That data is included in the Subscription Fee and is not separately charged in normal use. This data inclusive may be subject to change in the future. You must not remove a SIM from the Device it was issued for, or use it in other equipment.

11.2 Connectivity is provided by third party carriers. You have no contractual relationship with any carrier and carriers have no liability to you. Coverage, signal strength and network availability vary by location, terrain, structures and network conditions and may change, including as carriers decommission network technologies; data may be delayed, lost or delivered out of order; and wireless transmission cannot be guaranteed secure against interception.

11.3 International use. Our SIMs may operate outside Australia where our carrier has a roaming arrangement for the relevant country and network technology. Roaming is not guaranteed for any country, network or period and may change. Tell us in advance if you intend to operate Assets outside Australia so we can confirm expected coverage.

11.4 Fair use. If a Device generates data materially in excess of normal use; for example through a configuration change, a fault, tampering, or a reporting frequency far above default; we may contact you to investigate, temporarily restrict data for that Device on notice while we do, and, where excess use continues after we have told you, charge the additional carriage cost at cost plus [our margin]. We will not charge you for excess data caused by a fault in a Device or the Platform.

12. Alerts, integrations and optional modules

12.1 Alerts. Alert delivery depends on Device connectivity, carrier networks, message gateways and your own systems, and cannot be guaranteed timely or successful. SMS alerting is optional and charged per message at the rate in your Order; we will give at least [30 days] notice of a change to that rate. You are responsible for configuring alert rules and recipient lists, and for recipient consent to the extent required by the Spam Act 2003 (Cth). Alerts are not a safety, emergency or security service — see clause 17.

12.2 Integrations and API. We may make available APIs and integrations with third party systems, including Syrinx 365 and Traffio, and may build custom integrations on request with a cost. You are responsible for holding the necessary licences and permissions for the third-party system and for authorising the data exchange, and you warrant you are entitled to have us process the data exchanged. The third party's terms govern your use of its system; we are not responsible for its availability, accuracy or interface changes, and may suspend an integration if a third party changes or withdraws its interface, telling you if we do. Use the API in accordance with our documentation and published rate limits; we may throttle or suspend API access that threatens Platform stability or security, on notice where practicable. Unless the Order says otherwise, intellectual property in custom development remains ours, with you receiving a right to use it as part of the Services.

12.3 Optional modules, including in-vehicle monitoring, event detection and business intelligence tools, are subject to the Order that enables them, these Terms and Schedule 1. Where a module depends on a third-party product, that product's limitations and warranty position apply and we will make the relevant terms available on request.

13. Data, privacy and security

13.1 You own Your Data. We do not acquire ownership of it by providing the Services. You grant us a non-exclusive licence to host, store, copy, transmit, process and display Your Data as necessary to provide, support, secure and improve the Services for you and to meet our legal obligations. That licence ends when Your Data is deleted under clause 13.6, except as clause 13.2 allows. You are responsible for the accuracy, quality and legality of Your Data and for holding the rights to grant that licence.

13.2 We may create aggregated and de-identified data from operation of the Services such as statistics on Device performance, Platform usage, network coverage and fault rates and use it to operate, secure, benchmark and improve the Services, but only where it does not identify, and could not reasonably be used to identify, you, your Assets, your customers or any individual. We will not sell Your Data, disclose identifiable customer data for third party marketing, or publish or commercialise data that identifies you without your written consent.

13.3 We will not access Your Data except to provide and support the Services, to investigate a security or abuse issue, or where you ask us to or the law requires it. Where legally compelled to disclose it, we will tell you unless prohibited.

13.4 Privacy and surveillance obligations. Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, whether or not otherwise bound by that Act. Our handling of personal information is described in our Privacy Policy; in relation to personal information in Your Data we act as your service provider, processing it on your instructions.

GPS tracking can reveal the location and movements of individuals, including your employees, contractors, hirers and their drivers. You are responsible for ensuring your use of the Services is lawful, and in particular for:

(a)  giving the notices and obtaining the consents required under the Privacy Act 1988 (Cth), the surveillance devices legislation of each State and Territory in which you operate, and workplace surveillance legislation including the Workplace Surveillance Act 2005 (NSW), before Assets are tracked;

(b)  telling drivers and operators that the Asset is tracked, what data is collected, how it is used, and that historical reporting is available;

(c)  where you hire out Assets, telling your hire customers the Asset is tracked and including appropriate terms in your own hire contracts;

(d)  having a lawful basis for any use of the data for performance management, disciplinary or investigative purposes, and limiting access to Authorised Users who need it; and

(e)  complying with the Spam Act 2003 (Cth) for any message the Platform sends on your behalf.

We do not advise on your surveillance or privacy obligations and you should obtain your own advice, particularly if you operate in more than one State or Territory. Clause 20.2 applies. If either party becomes aware of an eligible data breach affecting Your Data it must tell the other promptly and cooperate in assessing and responding to it; we will assist you to meet your obligations.

13.5 Security and hosting. We host the Platform and Your Data in Australia, in facilities in Sydney, New South Wales. We will give at least [60 days] notice before moving primary hosting offshore, and you may terminate affected Subscriptions without an early termination charge if you do not accept the change. We maintain controls appropriate to the sensitivity of the data we hold; access control, multi-factor authentication for administrative access, encryption in transit, logging, monitoring and regular patching that are aligned to the Australian Cyber Security Centre's Essential Eight. We use Subprocessors for hosting, communications, messaging and payments, maintain a current list available on request, and remain responsible to you for their performance. You are responsible for the security of your own systems, networks, credentials and end-user devices.

13.6 Retention and export. You may export Your Data at any time during your Subscription using the Platform's export, reporting and API functions. We retain historical telemetry and location data for the period in your Order or, if none is stated, [24 months]. After termination we retain Your Data in retrievable form for [30 days] so you can export it, and on written request within that period will provide a bulk export in a commonly used machine-readable format at no charge for a standard export. After that we delete Your Data, except data we must retain by law, data in routine backups (deleted on our backup cycle), and aggregated data under clause 13.2. Complete any export you need before that period ends.

13.7 Confidentiality. Each party must keep the other's confidential information confidential, use it only for the purposes of the Agreement, and protect it with at least the care it applies to its own. Confidential information includes the Platform and Documentation, pricing and commercial terms, technical and operational information, and anything marked confidential or that a reasonable person would understand to be confidential. This does not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law and in the last case the disclosing party must be told first where lawful. This clause survives for [3 years], and indefinitely for Platform source code and security information.

14. Fees, invoicing and price changes

14.1 You must pay the Fees in your Order. Unless the Order says otherwise, hardware charges are payable on or before dispatch, Online Subscription Fees monthly in advance per active Device or Asset, and usage charges, installation and professional services in arrears. Invoices are payable within [14] days of the invoice date.

14.2 A Subscription is chargeable from the Commencement Date whether or not the Device has been installed. Where a Device is faulty at installation and we cannot make it operate, we will credit the Subscription Fee for the affected period.

14.3 Fees are exclusive of GST unless stated otherwise; where GST applies you must pay it in addition on receipt of a valid tax invoice. You are responsible for other taxes and duties on the supply, other than taxes on our income.

14.4 If an invoice is unpaid by its due date we may charge interest at [the RBA cash rate plus 4%] per annum calculated daily and recover reasonable collection costs, after giving at least [7 days] notice. Pay Fees without set-off except for amounts disputed in good faith: tell us within [14] days, pay the undisputed portion, and we will resolve the dispute promptly. We will not suspend Services for an amount genuinely in dispute and notified to us.

14.5 We may adjust Subscription Fees once in any 12-month period, on at least [60 days] written notice, by no more than the greater of the increase in the Australian Consumer Price Index (All Groups, weighted average of eight capital cities, as published by the Australian Bureau of Statistics) over the preceding 12 months.

14.6 We may engage a third party for invoicing, payment processing or collections. This does not change who you contract with or what you owe.

15. Term, renewal, suspension and termination

15.1 Term and renewal. A Subscription starts on the earlier of activation on the Platform and [3 Business Days] after dispatch (the Commencement Date) and runs for the minimum term in your Order, or month to month if none is stated. At the end of a minimum term the Subscription continues month to month on the same terms unless either party gives notice otherwise. We will tell you at least [30 days] before a minimum term ends. We will not roll a Subscription into a new fixed term without your express agreement.

15.2 Termination.

(a)  Month to month — either party may terminate on [30 days] written notice, with no early termination charge.

(b)  Within a minimum term — you may terminate on [30 days] written notice and payment of the early termination charge below.

(c)  For cause — either party may terminate immediately by notice if the other commits a material breach that is not remedied within 30 days of written notice or is incapable of remedy, or becomes insolvent, has an administrator, receiver or liquidator appointed, or ceases business. If you terminate for our material breach, no early termination charge applies, and we will refund Fees paid for Services not provided.

(d)  Discontinuation — we may terminate a Subscription on [90 days] notice if we discontinue a product line. No early termination charge applies, and we will refund prepaid Fees (if any) for the unexpired period.

Early termination charge. This is a genuine pre-estimate of our unavoidable loss: the unrecovered portion of any hardware, installation or onboarding cost we subsidised on the basis of the minimum term, amortised evenly over that term, plus third party costs committed for the remainder of the term that we cannot reasonably avoid or reallocate, less costs we save as a result of the termination. It will not exceed the Subscription Fees payable for the remainder of the minimum term. On request we will provide a written breakdown.

15.3 On expiry or termination your right to access the Platform for the affected Assets ends, the Device stops reporting, all Fees due (including any early termination charge) become payable, and clause 13.6 governs export and deletion. You may keep Devices you have purchased; we are not obliged to unlock or reconfigure a purchased Device for another provider's platform but will not unreasonably refuse a request and will tell you if a fee applies. Devices supplied under clause 6.2 must be de-installed and returned to the address we nominate within [30 days], in reasonable condition allowing for fair wear and tear, at your cost and risk as well insure the shipment. If not returned, we may invoice the then-current replacement value less a reasonable allowance for age and condition. Termination does not affect rights accrued before it took effect.

15.4 Suspension. We may suspend access to the Platform or affected Devices where an invoice remains unpaid [14] days after written notice of non-payment; we reasonably believe your account is compromised or is being used in a way that threatens the security, integrity or availability of the Platform or another customer's data; suspension is necessary to comply with a law, court order or regulator or carrier direction; or clause 11.4 applies. We will limit any suspension to what is reasonably necessary, tell you the reason where permitted, and restore access promptly once resolved. Fees continue to accrue during a suspension under the first two grounds only. A reasonable reactivation fee may apply after suspension for non-payment.

16. Intellectual property

16.1 We and our licensors own all intellectual property rights in the Devices, the Platform, the Documentation and the Services, including all improvements to them. Nothing in the Agreement transfers those rights. The TrackThis name, logo and marks may be used only as we permit in writing or as clause 22 allows.

16.2 If you give us feedback or suggestions about the Services, we may use them to improve the Services without obligation or payment. You are not required to give feedback, and we do not claim ownership of your underlying confidential information or of anything you tell us in confidence.

17. What the Services can and cannot do

17.1 The Services provide visibility and insight to support your decisions. They do not make decisions for you and are not a substitute for your own operational controls, supervision, inspection and maintenance programs.

17.2 Accuracy, timeliness and completeness depend on factors outside our control, including: the availability and accuracy of GPS and other satellite navigation systems, operated by third parties and subject to degradation or interruption; mobile network coverage, capacity, congestion and technology changes; terrain, buildings, enclosures, vehicle construction, weather, electromagnetic interference and deliberate jamming; the physical condition, power supply, battery state and installation position of a Device; the accuracy and availability of data read from an Asset's own systems, including OBD-II and CAN bus parameters, which vary by make, model and year; the accuracy of third party mapping, geocoding, routing and speed limit data; and the availability of third party systems you integrate with. We do not warrant that the Services will be uninterrupted, error-free or continuously available, or that any particular event will be detected or reported.

17.3 The Services are not an emergency, security, safety or duress service. They must not be relied on as the sole means of recovering a stolen Asset or preventing theft; summoning assistance, including for a lone or isolated worker; detecting or preventing a collision, rollover or other safety incident; determining whether an Asset is safe to operate; or ensuring maintenance is performed when due. Maintain independent arrangements for each.

17.4 You and the operators of your Assets always remain responsible for safe operation and for compliance with road, work health and safety, chain of responsibility, heavy vehicle and environmental laws. The Services must not be configured or used in a way that distracts an operator or interferes with safe operation. We are not liable for any fine, penalty or infringement imposed on you or your personnel.

17.5 Schedule 1 sets out further limitations for specific Devices and modules.

18. Australian Consumer Law

18.1 Nothing in the Agreement excludes, restricts or modifies any guarantee, right or remedy under the ACL or any other law that cannot lawfully be excluded, restricted or modified.

18.2 Where goods or services we supply are of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a consumer guarantee is not limited by the Agreement. Otherwise, and to the extent permitted by section 64A of the ACL, our liability for failure to comply with a consumer guarantee (other than as to title, encumbrances or quiet possession) is limited, at our option, to replacing or repairing the goods, supplying equivalent goods, or paying the cost of doing so; and for services, to resupplying them or paying the cost of resupply.

18.3 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures you are entitled to a replacement or refund and to compensation for any other reasonably foreseeable loss or damage. You are also entitled to have goods repaired or replaced if they are not of acceptable quality and the failure does not amount to a major failure.

19. Limitation of liability

19.1 This clause applies subject to clause 18, and to liability in contract, tort (including negligence), under statute or otherwise.

19.2 Neither party is liable to the other for loss of profit, revenue, anticipated savings, goodwill, reputation or business opportunity, or for any indirect or consequential loss, however arising. This does not limit your obligation to pay Fees.

19.3 Each party's total aggregate liability in connection with the Agreement in any 12-month period is limited to the greater of the Fees paid and payable by you in the 12 months before the event giving rise to the liability, and AUD $[10,000].

19.4 Clauses 19.2 and 19.3 do not apply to liability for death or personal injury caused by negligence; fraud or wilful misconduct; your liability to pay Fees; breach of clause 13.7; or amounts payable under clause 20.

19.5 Liability is reduced to the extent the loss was caused or contributed to by the other party or its Authorised Users, or by a failure to comply with the Agreement, and to the extent it could reasonably have been mitigated. You must notify us in writing of any defect or failure and give us a reasonable opportunity to investigate and remedy it before bringing a claim.

20. Indemnities

20.1 Our IP indemnity. We will defend you against any claim that the Platform or a Device we supply infringes a third party's Australian intellectual property rights and indemnify you against damages awarded or agreed in settlement, provided you tell us promptly, allow us to control the defence and settlement, and give reasonable assistance. We may modify the Services to be non-infringing, obtain a licence, or terminate the affected Subscriptions and refund prepaid Fees for the unexpired period. This does not apply where the claim arises from Your Data, your modifications, or use of the Services other than in accordance with the Agreement.

20.2 Your indemnity. You indemnify us against loss, damage, cost and expense (including reasonable legal costs) we incur from a third party claim arising from your breach of clause 13.4; an installation carried out by you or a contractor you engage other than an Authorised Installer; your use of the Services in breach of Schedule 2 or any law; or Your Data infringing a third party's rights.

20.3 Each indemnity is reduced to the extent the loss was caused or contributed to by the indemnified party, who must take reasonable steps to mitigate.

21. General

21.1 Force majeure. Neither party is liable for failure or delay in performing its obligations (other than to pay money) caused by an event beyond its reasonable control, including natural disaster, fire, flood, pandemic, industrial action, act of government, war, terrorism, failure or decommissioning of satellite navigation or carrier networks, and large-scale internet or power failure. The affected party must notify the other promptly and use reasonable efforts to work around it. If the event continues more than [90] days, either party may terminate the affected Subscriptions, and we will refund Fees prepaid for Services not provided.

21.2 Changes to these Terms. We may make administrative changes, and changes that benefit you or have no more than a minor detrimental effect, by publishing updated Terms on our website. For any other change we will give at least [30 days] written notice, and if the change would have more than a minor detrimental effect on you, you may terminate the affected Subscriptions without an early termination charge by notice before it takes effect. Changes are not retrospective and do not affect Orders already accepted for a fixed minimum term until that term ends, except where required by law.

21.3 Notices. Notices must be in writing to the addresses in the Order or the email address each party nominates and take effect on the next Business Day after sending unless a delivery failure is received. Operational notifications may be given in the Platform or by email to your nominated contacts.

21.4 Disputes. Before starting proceedings (other than for urgent interlocutory relief), a party must give written notice of the dispute, and senior representatives must meet within [14] days and try in good faith to resolve it.

21.5 Assignment and subcontracting. You may not assign or novate the Agreement without our consent, not to be unreasonably withheld. We may assign or novate to a related body corporate or in connection with a sale of our business, on notice. We may subcontract performance and remain responsible for our subcontractors.

21.6 Other. A failure or delay in exercising a right is not a waiver, and a waiver of one breach is not a waiver of another. If a provision is unenforceable, it is read down or severed without affecting the rest. The Agreement is the entire agreement about its subject matter and replaces previous representations but does not exclude liability for misleading or deceptive conduct. Nothing creates a partnership, joint venture, employment or agency relationship.

21.7 Governing law. The Agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts and the courts that hear appeals from them.

21.8 Survival. Clauses 6, 13, 14, 15.3, 16, 17, 18, 19, 20 and 21 survive termination or expiry.

22. Resellers and white label partners

22.1 This clause applies where your Order records that you are a reseller or white label partner and prevails over the rest of these Terms to the extent of inconsistency. We appoint you on a non-exclusive basis for the term and territory in your Order. You have no authority to bind us, make representations on our behalf, or hold yourself out as our agent.

22.2 White label instance. We will configure your instance with the branding assets you provide — main logo, web browser icon, platform domain, reporting email and support email. You are responsible for the accuracy of those assets and details and for holding the rights to use them; for maintaining any domain, DNS and email infrastructure you nominate; and for your own styling and theme configuration using the self-service tools we provide. You grant us a licence to use your branding assets to configure and operate your instance.

22.3 Fees. White label instances are charged at a one-time flat rate as a setup fee plus monthly subscription fee per active Device at the rate in your Order; a Device is active if provisioned in your instance at any time during the billing period. Reseller pricing is as stated in your Order.

22.4 Your customers. You contract with your customers in your own name and on your own terms, and are responsible for your pricing, first-line support, and billing and collection. You remain liable to us for our Fees regardless of whether your customers pay you. Your customer terms must be at least as protective of us as these Terms, including on acceptable use, service limitations, privacy and surveillance obligations and limitation of liability, and you must ensure your customers meet the obligations in clause 13.4.

22.5 Conduct. You must not make any representation about the Services inconsistent with our Documentation, or that is misleading or deceptive, or engage in conduct that damages our reputation. We may review your customer-facing materials describing the Services and ask you to correct inaccuracies. You may access data in your instance as its operator but must not use your customers' data other than to provide services to them as their contract permits and must not use it to compete with them.

22.6 Termination. Either party may terminate the appointment on [90 days] notice. We will cooperate in good faith for a transition period of up to [90 days] to allow your customers to migrate to a direct arrangement with us or another provider. You must then stop using our marks, and clause 13.6 applies to data in a decommissioned instance. You indemnify us against claims by your customers arising from your acts or omissions, including your pricing, representations, support and billing, except to the extent arising from our breach.

Schedule 1 - Service-specific limitations

In addition to clause 17.

1. Wired trackers and equivalent. The Device draws a small current from the Asset's battery, which can contribute to discharge on Assets used infrequently or left idle; maintain and charge batteries on idle Assets and consider isolation for long-term storage. We are not liable for battery discharge or its consequences. Correct operation depends on installation position, antenna placement, supply voltage and correct wiring, and installation must be by an Authorised Installer. Published ingress protection and temperature ratings apply to the Device only and assume the enclosure is correctly closed and sealed.

2. OBD-II trackers and equivalent. Parameters read from an Asset's diagnostic system; their availability, accuracy and update frequency may vary by manufacturer, model, model year and market, and may change with a manufacturer firmware update. Odometer, fuel level, state of charge and similar values are reported as the Asset reports them and are not independently verified. Support for electric and hybrid vehicles depends on the manufacturer's implementation and may be partial. The Device occupies the OBD-II port; you are responsible for checking this does not conflict with servicing or inspection or affect any manufacturer warranty. Because the Device is plugged in rather than hard-wired it can be removed by an operator; unplug detection reports the event but does not prevent removal.

3. Bluetooth sensor beacons and equivalent. Beacons report only when within Bluetooth range of a compatible gateway Device; a beacon out of range will not report. The last known position is that of the gateway that last detected it, not the beacon's own position. Published transmission range is a maximum in open conditions, reduced by obstructions, metal, enclosures and interference. Battery life depends on transmission settings and temperature, and batteries in sealed beacons are not replaceable. Beacons are not a theft prevention or recovery device.

4. Sensors, maintenance and event detection. Temperature, humidity, door state, load, fuel and other sensor values are reported as the sensor supplies them. We do not warrant that a sensor will detect a condition, that an alert will be generated, or that a record will be adequate proof for insurance, compliance or contractual purposes, and we have no liability for spoilage, damage or loss arising from such a failure. Servicing alerts, engine hour counters and maintenance reminders are a convenience based on reported data and rules you configure; they do not replace the manufacturer's maintenance schedule or your own inspection regime, and we are not liable for damage to, or unavailability of, an Asset arising from maintenance not performed. Green driving, harsh event, overspeed, idling, towing, crash and rollover detection are derived from Device sensors and configured thresholds, can produce false positives and negatives, and are not a determination that an event occurred or that any person was at fault; they must not be the sole basis for a disciplinary outcome, or used in breach of clause 13.4. Rollover and crash detection are post-event indicators, not safety systems.

5. Remote outputs and immobilisation. Where a Device is wired to a digital output controlling a function of the Asset, including a starter interrupt, the output operates only when the Device has connectivity and the Asset's electrical system is functioning; commands may be delayed or undelivered. You are solely responsible for deciding whether, when and how to use such a function, for the safety consequences, and for ensuring it cannot operate while an Asset is in motion. Clause 20.2 applies.

6. Mapping and third-party data. Mapping, geocoding, address, routing, speed limit, traffic and points-of-interest data are supplied by third parties subject to their terms, available on request. That data may be incomplete or out of date and may not reflect road restrictions, closures or local conditions. Data exchanged through an integration is presented as the third-party system supplies it; we do not validate it and are not responsible for its accuracy.

Schedule 2 - Acceptable use

You must not, and must ensure your Authorised Users do not, use the Services to:

1. Track a person, or an Asset used by a person, without the notices and consents required by law, or track an Asset you do not own, operate, hire out or manage or for which you lack the owner's authority.

2. Harass, stalk, monitor or intimidate any person.

3. Breach any law, including privacy, surveillance devices, workplace surveillance, spam, work health and safety, or road transport law, or infringe any person's intellectual property or other rights.

4. Interfere with the security, integrity or performance of the Platform, attempt to access another customer's data, introduce malicious code, or conduct security testing without our written consent.

5. Resell, redistribute or provide access to the Platform or its outputs to a third party, except under clause 22 or as your Order permits.

6. Benchmark the Platform for publication or use it to build a competing product; or

7. Place a load on the Platform or API disproportionate to your Subscription that degrades the service for others.

We may investigate suspected breaches and may suspend access under clause 15.4 while we do.

Schedule 3 - Support and availability

Availability. We target [99.5%] monthly availability of the Platform, measured over each calendar month, excluding scheduled maintenance notified under clause 10.1; emergency maintenance addressing a security or stability risk; unavailability caused by your systems, networks or configuration; unavailability of carrier networks, satellite navigation systems or third-party integrations; and force majeure.

Support channels. Email and helpdesk are monitored during Business Hours.

Support priority.

(a)  P1 Critical — Platform unavailable, or a fault preventing all Devices in your fleet from reporting. Target first response 1 Business Hour.

(b)  P2 High — A significant function unavailable or materially impaired, no workaround. Target first response 4 Business Hours.

(c)  P3 Medium — A function impaired but a workaround exists. Target first response 2 Business Days.

(d)  P4 Low — Question, minor defect, cosmetic issue or feature request. Target first response 3 Business Days.

Targets are for our first substantive response, not resolution. We will keep you informed of progress on P1 and P2 incidents until resolved. For a valid warranty claim under clause 8 we will dispatch a repaired or replacement Device within [7 Business Days] of determining the claim, subject to stock availability.