Ctrack Australia Terms of Trade

1.1 In this Agreement, unless the context requires otherwise:

"Additional Charges" means Ctrack's reasonable charges for items not included in the Charges, including failed appointments, call-outs, de-installation, re-installation, freight, return freight, recovery or attempted recovery of Rental Hardware, replacement of lost or damaged Hardware, replacement of non-reusable harnesses, cables, brackets or installation accessories, reasonable PPSA registration or enforcement costs recoverable under this Agreement, work outside normal business hours and excessive or unauthorised data usage, as notified to the Customer in advance where reasonably practicable.

"Agreement" means these Terms of Trade, the applicable Order Form and any document expressly incorporated by reference.

"Application" means the Ctrack-hosted or Ctrack-provided fleet, tracking, video, driver, asset or related application made available to the Customer from time to time.

"Authorised User" means a person authorised by the Customer to access or use the System.

"Charges" means all one-off, installation, training, hardware purchase, rental, subscription, connectivity, software, licence, maintenance and other charges set out in the Order Form, together with Additional Charges properly payable under this Agreement.

"CPI" means the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics, or if that index is discontinued or materially changed, a reasonably comparable replacement index published by the Australian Bureau of Statistics or another Australian government body.

"Commencement Date" means for Hardware installed by Ctrack, the date of installation and, for Self-Install Hardware, the Dispatch Date.

"Dispatch Date" means the date on which Ctrack hands Self-Install Hardware to a carrier for delivery to the Customer or the Customer's nominated delivery address, as evidenced by Ctrack's dispatch record, the carrier's consignment record or another reasonable dispatch record.

"Early Termination Settlement Amount" means the amount payable on early termination to place Ctrack, so far as reasonably practicable, in the commercial position it would have been in had the Customer performed the affected Order for the full Initial Term, without double recovery. It comprises: (a) all Charges and other amounts accrued to the effective termination date; (b) the remaining minimum recurring Charges that would have become payable from the effective termination date to the scheduled expiry of the Initial Term, calculated at the rates then applying to the affected Order, including any CPI adjustment already effective, less direct variable third-party costs that Ctrack reasonably expects to avoid solely because of the early termination; (c) any one-off Charges, approved Additional Charges and other amounts already incurred but not yet paid; and (d) any reasonable de-installation, return, recovery, repair, refurbishment or replacement costs payable under this Agreement, less any amount already recovered for the same loss so that Ctrack does not recover twice. The Early Termination Settlement Amount is intended to be compensatory and not a penalty.

"Event of Force Majeure" means an event beyond a party's reasonable control, including natural disaster, fire, flood, civil disturbance, industrial action not limited to that party's workforce, government action, widespread telecommunications or utility failure, or failure of a supplier or network provider that could not reasonably have been avoided.

"Extended Warranty" means an extended warranty option expressly selected in the Order Form.

"Hardware" means the telematics devices, cameras, peripherals, accessories, customer-premises equipment and other physical equipment specified in an Order Form, including any replacement or substitute equipment supplied by Ctrack.

"Initial Term" means the minimum term specified in the Order Form, calculated separately for each item of Hardware or Service from its Commencement Date.

"Maintenance Services" means maintenance or support services expressly included in the Order Form or an applicable service schedule.

"Order" means an order for Hardware or Services placed by the Customer and accepted by Ctrack.

"Order Form" means the order form or other ordering document accepted by Ctrack that identifies the Customer, Hardware, Services, Charges and Initial Term.

"Purchased Hardware" means Hardware purchased outright by the Customer.

"Rental Hardware" means Hardware rented or otherwise made available to the Customer and which remains the property of Ctrack unless Ctrack expressly agrees otherwise in writing.

"Self-Install Hardware" means Hardware identified in the Order Form as hardware to be installed by or for the Customer rather than by Ctrack.

"Services" means the services specified in the Order Form, including access to the Application and any included connectivity or support.

"Software" means software, firmware and related components licensed or made available by Ctrack or its licensors for use with the System.

"Specification Document" means a specification, statement of work or similar document expressly incorporated into the Order Form that records agreed Customer-specific technical requirements.

"Support Ticket" means a support request logged through a support channel notified by Ctrack from time to time and containing sufficient information for Ctrack reasonably to identify and investigate the reported issue.

"System" means the Ctrack vehicle tracking, fleet management, video or related solution comprising the applicable Hardware, Services, Application, Software and Wireless Services.

"TCA" means Transport Certification Australia Limited ABN 83 113 379 936.

"Third Party Service Provider" means a third party used or approved by Ctrack in connection with the supply, installation, operation or support of the System.

"Wireless Services" means mobile, satellite or other communications services used by the System, whether procured by Ctrack or required to be provided by the Customer under the Order Form.

1.2 Unless expressed to the contrary: (a) a reference to law includes amendments and replacements; (b) headings do not affect interpretation; (c) the singular includes the plural and vice versa; (d) "$" means Australian dollars; (e) "including" means including without limitation; and (f) references to a party include its successors and permitted assigns.

2.1 An Order is an offer by the Customer. The Agreement for that Order commences when Ctrack signs or otherwise accepts the Order, supplies Hardware, activates Services or commences performance, whichever occurs first. Electronic acceptance and electronic signatures are effective.

2.2 These Terms apply to the exclusion of terms on a Customer purchase order or other Customer document unless Ctrack expressly agrees to those terms in writing.

2.3 Descriptions, demonstrations, samples and marketing material are illustrative only unless expressly included in a Specification Document. Ctrack may make non-material changes and changes reasonably required for safety, security, legal, supplier or technical reasons, provided they do not materially reduce the core functionality purchased by the Customer.

2.4 If documents forming the Agreement are inconsistent, the Order Form prevails for Customer-specific commercial terms, an expressly incorporated Specification Document prevails for Customer-specific technical requirements, and these Terms prevail for all other matters, unless a document expressly states that it overrides a particular clause of these Terms. Clause 17 applies to any TCA agreement.

2.5 The Customer warrants that the person accepting the Agreement has authority to bind the Customer and that the Customer has assessed the suitability of the selected solution for its intended business use.

3.1 The Initial Term and invoicing for Hardware and Services commence on the applicable Commencement Date. For Self-Install Hardware, the Commencement Date is the Dispatch Date whether the Hardware is Purchased Hardware or Rental Hardware. For Purchased Self-Install Hardware, the hardware purchase price becomes billable on the Dispatch Date. For Rental Self-Install Hardware and for all associated recurring Services, rental, subscription, connectivity, software, licence and other recurring Charges commence on the Dispatch Date, irrespective of when the Customer receives, installs, activates, connects, configures or begins using the Hardware, subject only to Ctrack's obligations concerning Hardware genuinely lost or materially delayed in transit.

3.2 The Initial Term is a binding minimum contractual commitment. Except where the Customer validly terminates for Ctrack's unremedied material breach under clause 16.3, or where applicable law requires otherwise, the Customer remains liable for the Charges for the full Initial Term. Purchasing Hardware outright does not cancel, shorten or otherwise affect the Initial Term applicable to associated Services. For Self-Install Hardware, failure or delay in installation, activation or use does not postpone commencement, extend the Initial Term or suspend any Charge.

3.3 The Initial Term applies separately to each item of Hardware or Service unless the Order Form expressly provides a common commencement date.

3.4 On or after each 12-month anniversary of the applicable Commencement Date, Ctrack may increase recurring Charges by the percentage increase in CPI over the most recent 12-month period for which CPI has been published before Ctrack gives notice of the adjustment. Ctrack will give at least 30 days' written notice of a CPI adjustment. If the relevant CPI movement is zero or negative, the Charges will not be reduced. A CPI adjustment applies to recurring Charges from the effective date stated in the notice and may apply during the Initial Term and any renewal period. This clause does not permit retrospective increases or changes to one-off Charges already invoiced.

3.5 Unless either party gives at least 30 days' written notice before expiry of the Initial Term, the affected Service will continue after the Initial Term on a month-to-month basis at Ctrack's then-current rate, subject to any CPI adjustment under clause 3.4. After the Initial Term, either party may terminate a month-to-month Service by at least 30 days' written notice. Charges remain payable through the effective termination date.

4.1 For Purchased Hardware, risk passes to the Customer on delivery and title passes only when Ctrack has received payment in full for that Hardware. Until title passes, the Customer must keep it identifiable, in satisfactory condition and adequately protected, must not create or permit a security interest over it, and must notify Ctrack promptly of any third-party claim or insolvency event affecting it.

4.2 Rental Hardware remains Ctrack's property during and after the Initial Term unless Ctrack expressly transfers title in writing. Risk passes to the Customer on delivery and remains with the Customer until the Rental Hardware is received back by Ctrack or a person nominated by Ctrack. The Customer is responsible for loss, theft or damage other than fair wear and tear and must take reasonable care of Rental Hardware.

4.3 The Customer must not sell, dispose of, encumber, materially alter or part with possession of Rental Hardware except as permitted by this Agreement. If a vehicle or asset containing Rental Hardware is sold, transferred or disposed of, the Customer remains responsible for the Hardware and Charges unless Ctrack has agreed in writing to a transfer or termination.

5.1 The Customer must provide Ctrack and its personnel, agents and contractors with reasonable access, including remote access where applicable, to the Customer's vehicles, assets, Hardware, systems and premises as reasonably required for delivery, installation, maintenance, adjustment, repair, replacement or removal. Ctrack is not responsible for delay caused by the Customer's failure to provide required access or cooperation.

5.2 If a vehicle, site, personnel, access or required facilities are unavailable at an agreed appointment, Ctrack may reschedule and charge its reasonable resulting costs, including a failed appointment or call-out charge.

5.3 Dispatch occurs when Ctrack hands Hardware to a carrier. Delivery occurs when Hardware is delivered to the Customer's nominated address or collected by or on behalf of the Customer. Dispatch, delivery and installation dates are estimates unless expressly guaranteed in writing. For Self-Install Hardware, the Commencement Date is the Dispatch Date and is not dependent on delivery, installation or activation.

5.4 Ctrack will exercise reasonable care when installing or removing Hardware. The Customer must disclose special vehicle or asset requirements and obtain any consent required from an owner, lessor, financier or manufacturer. Reasonable installation alterations may be required.

5.5 For Self-Install Hardware, the Customer is responsible for arranging prompt installation and activation, ensuring compatibility and safe installation, and following Ctrack's instructions. The Customer must not install, remove or adjust Hardware while a vehicle is moving and must ensure that installation does not obstruct or compromise any vehicle or asset control, safety system or function. The Customer may perform the installation itself or use a third party, but does so at its own responsibility. Ctrack does not warrant the quality of installation work performed by the Customer or a third party.

5.6 The Customer must activate and test Self-Install Hardware promptly after delivery and periodically check that it remains secure and operational. Failure or delay by the Customer to install, activate, connect, configure or use Self-Install Hardware does not postpone the Commencement Date, reduce or extend the Initial Term, suspend Charges or relieve the Customer of any payment obligation.

5.7 To the fullest extent permitted by law, Ctrack is not liable for loss, damage, malfunction, inaccurate or missing data caused by incorrect installation, removal, relocation, tampering, misuse, unauthorised repair, vehicle electrical issues or Customer-selected third-party installers. The Customer is responsible for repair or replacement costs and for vehicle, asset or other property damage to the extent caused by the Customer's or its installer's acts or omissions. A manufacturing or workmanship defect in the Hardware that is unrelated to the self-installation remains subject to the warranty in clause 8.

5.8 Unless the Order Form expressly includes a managed monitoring service, Ctrack is not responsible for verifying that Self-Install Hardware has been installed or activated, proactively monitoring whether individual Hardware remains connected or operational, or notifying the Customer of a Customer-specific fault that the Customer has not reported.

5.9 If Hardware is lost in transit or delivery is materially delayed for reasons not caused or contributed to by the Customer, the Customer must notify Ctrack promptly after becoming aware of the issue. Ctrack will investigate and, where appropriate, arrange replacement or redelivery. If a verified transit failure materially prevents access to the affected Services for an unreasonable period, Ctrack will make a reasonable pro-rata adjustment to affected recurring Charges for the period of material non-availability. No adjustment applies to delay caused by incorrect delivery information, failure to accept delivery or another act or omission of the Customer.

6.1 Charges commence on the applicable Commencement Date. For Purchased Self-Install Hardware, the hardware purchase price is billable from the Dispatch Date. For Rental Self-Install Hardware and all associated recurring Services, applicable rental, subscription, connectivity, software, licence and other recurring Charges commence on the Dispatch Date and are not conditional on delivery, installation, activation, use or receipt of data. Unless the Order Form states otherwise, recurring Services are invoiced monthly in advance. All invoices are payable within 14 days of issue.

6.2 The Customer must pay all amounts properly due in cleared funds to the account nominated by Ctrack, without set-off, deduction or withholding except as required by law or expressly permitted by clause 6.10. A fault, outage, non-use or inoperability does not by itself suspend payment obligations. The Customer must first log a Support Ticket and give Ctrack the opportunity provided by clause 8 to investigate and remedy the issue.

6.3 The Customer remains responsible for payment where a third party is nominated to pay on its behalf.

6.4 Interest accrues on overdue amounts at 1.5% per month (18% per annum simple interest), calculated daily from the due date until payment, or the maximum rate permitted by law if lower. Interest does not compound unless a court orders otherwise.

6.5 The Customer must pay all taxes properly payable in connection with the Agreement other than taxes imposed on Ctrack's income. GST is dealt with in clause 7.

6.6 Payment obligations, accrued rights, debt recovery rights, indemnities, confidentiality obligations and provisions intended by their nature to survive termination remain enforceable after termination.

6.7 Ctrack may apply any payment received from the Customer to any overdue amount properly payable under the Agreement. A payment is made only when cleared funds are received in Ctrack's nominated account.

6.8 Subject to non-excludable rights and clause 6.10, the existence of a claim, counterclaim or fault does not entitle the Customer to withhold an undisputed amount.

6.9 A credit-card surcharge may be charged only to the extent permitted by law and will not exceed Ctrack's reasonable cost of acceptance for the card type used.

6.10 If the Customer disputes an invoice in good faith, it must notify Ctrack in writing as soon as reasonably practicable, identify the amount disputed and provide reasonable details and supporting information. The Customer must pay the undisputed portion by the due date. A later dispute does not of itself entitle the Customer to withhold payment unless Ctrack agrees or applicable law requires otherwise.

6.11 If an amount remains unpaid after its due date, the Customer must reimburse Ctrack for reasonable external debt collection, court and legal costs incurred in recovering that amount, to the extent recoverable by law.

6.12 To the extent permitted by law, the Customer authorises Ctrack to obtain, use and disclose commercial credit information for credit assessment, account management, fraud prevention, debt recovery and enforcement, including disclosure of overdue or default information to commercial credit reporting bodies, credit bureaux, trade credit insurers, debt collection agencies and professional advisers. Ctrack will give any notice required by law before making a default disclosure. Return, recovery, replacement, deactivation or write-off of Hardware does not waive Ctrack's right to recover or lawfully report an unpaid monetary default.

6.13 Suspension, disconnection or restriction of Services for non-payment or other Customer breach does not suspend the Initial Term or recurring Charges and does not waive any Early Termination Settlement Amount, except to the extent required by law or expressly agreed by Ctrack in writing.

6.14 If Ctrack has reasonable grounds to believe the Customer's creditworthiness has materially deteriorated, including persistent overdue amounts or an insolvency event, Ctrack may require reasonable security or payment in advance for new Orders. This clause does not accelerate amounts that are not otherwise due under an existing Order.

7.1 Unless expressly stated otherwise, Charges are exclusive of GST. Terms used in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 have the same meaning.

7.2 If GST is payable on a taxable supply under the Agreement, the recipient must pay the supplier an additional amount equal to the GST payable at the same time as the consideration for the supply, subject to receipt of a valid tax invoice where required by law.

7.3 If an adjustment event occurs, the GST amount will be adjusted and the parties will make any required corresponding payment. Reimbursements are calculated net of any input tax credit to which the recipient is entitled, with GST added where applicable.

8.1 Subject to non-excludable rights, Ctrack warrants for 12 months from the applicable Commencement Date that Hardware supplied by Ctrack will be free from defects in materials and workmanship under normal use. If a valid defect is reported within that period, Ctrack will, within a reasonable time, repair or replace the affected Hardware or provide another remedy required by law. Replacement Hardware may be refurbished and does not restart the original warranty period. Any Extended Warranty applies only as stated in the Order Form.

8.2 The contractual warranty does not cover consumables, lost items or defects or damage caused by accident, misuse, incorrect or unsafe installation, incorrect wiring or harness connection, incorrect voltage, vehicle or asset electrical faults, liquid, fire, tampering, unauthorised alteration or repair, abnormal operating conditions, corrosion, vermin, foreign objects or an Event of Force Majeure. For Self-Install Hardware, installation-related damage or failure caused by the Customer or its installer is not a Hardware warranty defect, including damage that would have been Ctrack's responsibility had Ctrack itself performed the installation. A manufacturing or workmanship defect unrelated to the self-installation remains covered subject to this Agreement and non-excludable rights.

8.3 Unless the Order Form expressly states that Ctrack will provide a managed monitoring service, the System is self-managed by the Customer. The Customer is responsible for monitoring the operation and reporting status of the System, maintaining settings and contact information, testing Hardware at reasonable intervals, identifying faults or missing data and promptly logging a Support Ticket. Ctrack has no general obligation to detect or report an individual Customer-specific fault before a Support Ticket is logged.

8.4 Ctrack's obligation to investigate a Customer-specific fault starts when Ctrack receives a valid Support Ticket and the Customer provides the information, vehicle, Hardware, remote access, site access and other reasonable cooperation required to investigate and remedy the fault. For ordinary Customer-specific faults, the Customer must allow Ctrack at least 14 calendar days from receipt of the valid Support Ticket and the required access to investigate and remedy the issue, unless the Order Form or an applicable service level expressly provides a shorter period or law requires otherwise. Where physical inspection of Self-Install Hardware is reasonably required and Ctrack has not already supplied a replacement unit, the remediation period starts when Ctrack receives the affected Hardware. Any period of Customer-caused delay, failure to return Hardware or lack of access extends the remediation period by the corresponding time.

8.5 Subject to non-excludable rights, no service credit, refund or reduction of Charges arises for a Customer-specific Hardware, Software or Service fault for any period before a valid Support Ticket is logged or during the first 14 calendar days after it is logged while Ctrack is investigating or remedying the issue. If a fault attributable to Ctrack materially prevents use of the affected Service after that period, the Customer may request a reasonable pro-rata service credit from the fifteenth day until restoration. Any credit is limited to the recurring service Charges for the affected Service and does not include Hardware rental or financing charges, one-off Charges or non-refundable third-party pass-through costs. A credit request must be made within 60 days after restoration.

8.6 No service credit is payable to the extent a fault or delay is caused or prolonged by incorrect installation, lack of Customer cooperation or access, misuse, tampering, vehicle electrical issues, third-party networks or services, planned maintenance, an Event of Force Majeure or another matter outside Ctrack's reasonable control. A separate Customer Support Ticket is not required for a centrally hosted outage that Ctrack has formally recorded as a platform incident.

8.7 Self-Install Hardware is supported on a return-to-base basis unless Ctrack expressly agrees otherwise. The Customer must first report the suspected failure by logging a Support Ticket and reasonably cooperate with remote troubleshooting. If Ctrack reasonably determines that a replacement unit should be supplied before the returned Hardware has been inspected, Ctrack may dispatch replacement Hardware and issue an invoice for the replacement Hardware at Ctrack's then-current replacement price. That invoice is payable in accordance with clause 6 unless and until Ctrack issues a credit under clause 8.9.

8.8 After Ctrack dispatches replacement Self-Install Hardware, the Customer must remove and return the allegedly faulty Hardware, suitably packaged and identified by the relevant Support Ticket or return reference, to the location nominated by Ctrack within 14 days after receiving the replacement, unless Ctrack agrees a different period in writing. The Customer is responsible for de-installation and return freight. Returned Hardware remains at the Customer's risk until it is physically received by Ctrack. Ctrack is not required to attend the Customer's premises, vehicle or asset to diagnose, remove, replace or reinstall Self-Install Hardware unless Ctrack agrees to do so, in which case applicable labour, travel, call-out and installation Charges may apply.

8.9 If Ctrack receives and inspects the returned Hardware and confirms that it has a defect covered by the applicable warranty, Ctrack will credit the invoiced replacement Hardware charge. The Customer remains responsible for reinstalling and activating the replacement Self-Install Hardware. Unless Ctrack agrees otherwise or applicable law requires otherwise, removal, reinstallation and return-freight costs are not credited.

8.10 If the allegedly faulty Hardware is not received by Ctrack within the required return period, is lost before receipt by Ctrack, is not the Hardware supplied for the affected Service, is found not to be faulty, is outside the applicable warranty period, or the fault or damage is excluded from warranty under clause 8.2, the replacement invoice remains billable and payable. Ctrack may also charge reasonable testing, repair, freight and handling costs where applicable. Payment for replacement Hardware does not terminate the affected Service, shorten the Initial Term or relieve the Customer from recurring Charges.

8.11 Where a valid warranty defect is confirmed, the warranty remedy applies to the Hardware defect only. It does not create a right to cancel the affected Order or suspend recurring Charges, except where a non-excludable right or an express termination right in this Agreement applies.

9.1 Nothing in the Agreement excludes, restricts or modifies a guarantee, condition, warranty, right or remedy that cannot lawfully be excluded or modified. All other implied terms are excluded to the fullest extent permitted by law.

9.2 To the extent permitted by law, where Ctrack may limit its liability for breach of a non-excludable guarantee, Ctrack's liability is limited at Ctrack's option to resupplying the relevant Services or paying the cost of resupply, or repairing, replacing or paying the cost of repairing or replacing the relevant Hardware, as applicable.

9.3 The Customer acknowledges that telematics and related systems depend on GPS/GNSS reception, vehicle signals, power, cameras and sensors, maps, wireless and internet connectivity, third-party networks and algorithms. Data, alerts, location, video analytics and other outputs may therefore be delayed, incomplete or inaccurate, and AI or camera analytics may produce false positives or false negatives.

9.4 Unless the Order Form expressly states otherwise, the System is not an emergency service and is not a substitute for driver or operator judgement, vehicle maintenance, legally required inspections, independent compliance processes or other safety systems. Tracking, geofencing, theft alerts or recovery-related features do not guarantee prevention, detection or recovery of theft or misuse.

9.5 The Customer must not rely on the System as the sole means of satisfying a legal, regulatory, safety or employment obligation unless the relevant functionality is expressly identified in the Order Form as being provided for that purpose and any required certification applies.

10.1 To the fullest extent permitted by law, Ctrack's aggregate liability arising out of or in connection with an affected Order, whether in contract, tort (including negligence), statute or otherwise, will not exceed the Charges paid or payable for the affected Order during the 12 months immediately preceding the event giving rise to the claim. If the affected Order has been in force for less than 12 months, the cap is the Charges paid or payable for the first 12 months of that Order. This cap does not apply to liability that cannot lawfully be limited.

10.2 To the fullest extent permitted by law, Ctrack is not liable for loss of profit, revenue, contracts, business opportunity, anticipated savings, goodwill, loss or corruption of data not caused by Ctrack's failure to take reasonable care, or other indirect or consequential loss.

10.3 To the fullest extent permitted by law, Ctrack is not liable to the extent loss is caused or increased by the Customer's breach, incorrect settings, incorrect installation, tampering, movement of Hardware, failure to monitor the System, failure to log a Support Ticket promptly, failure to provide access or cooperation, or failure of a third-party network or service outside Ctrack's reasonable control.

10.4 All claims arising from the same event or series of related events are treated as one claim for the purpose of the liability cap. Each limitation or exclusion in the Agreement operates separately, and an invalid or unenforceable part does not affect the remainder.

11.1 The Customer is responsible for providing and maintaining compatible computers, mobile devices, browsers, internet access, local networks and other Customer-controlled technology reasonably required to access and use the Application, in accordance with minimum requirements notified by Ctrack from time to time.

11.2 The Customer must nominate a suitably authorised contact to administer the Customer account and coordinate access, support and configuration matters with Ctrack.

12.1 The Customer indemnifies Ctrack against third-party claims, loss, cost or expense to the extent caused by: (a) the Customer's negligent, unlawful or wilful act or omission; (b) unauthorised or improper use of the System; (c) the Customer's failure to provide required privacy, workplace or other notices or obtain required consents; (d) Customer-provided data, content or instructions that infringe a third party's rights; or (e) loss of or damage to Rental Hardware while at the Customer's risk.

12.2 The indemnity in clause 12.1 is reduced to the extent the relevant loss is caused or contributed to by Ctrack and does not apply to indirect or remote loss that was not reasonably foreseeable.

12.3 Each indemnity is a continuing obligation, separate from other obligations, and survives termination. Amounts properly payable under this clause are payable on demand after Ctrack provides reasonable details of the claim or loss.

13.1 The Customer must cooperate with Ctrack, provide accurate and current information, obtain and maintain all permissions and consents required for installation and use, and use the System only for lawful business purposes and in accordance with Ctrack's reasonable instructions.

13.2 The Customer is responsible for Authorised Users, access permissions, passwords, alerts, contact details and configurations. It must keep credentials secure, promptly remove access for persons no longer authorised and notify Ctrack promptly of suspected unauthorised access.

13.3 The Customer must notify Ctrack promptly of material changes to vehicles, assets, registration details, ownership, location, contact details or other information that may affect operation, billing, support or recovery of Hardware.

13.4 The Customer is responsible for reviewing alerts, reports and data produced by the System and for making its own operational, safety, employment and compliance decisions. The Customer remains responsible for the acts and omissions of its employees, contractors and Authorised Users in connection with the System.

13.5 The Customer must not reverse engineer, tamper with, bypass security controls in, resell, sublicense or permit unauthorised access to the Software, Application or Services except to the extent such restriction is prohibited by law.

14.1 All intellectual property rights in the Software, Application, Hardware design, documentation, reports, configurations and Services remain vested in Ctrack or its licensors. During the applicable Service term, Ctrack grants the Customer a non-exclusive, non-transferable right to use the Software and Application for the Customer's internal business purposes in accordance with the Agreement.

14.2 The Customer retains rights in Customer data. The Customer grants Ctrack and its Third Party Service Providers the rights reasonably required to host, process, transmit, copy and use Customer data to provide, secure, support and improve the Services and comply with law. Ctrack may use aggregated or de-identified information that does not identify the Customer or an individual for analytics, benchmarking, security and service improvement.

14.3 Each party must keep the other party's confidential information confidential and use it only for the Agreement. This obligation does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully obtained from a third party. A party may disclose confidential information to its personnel, related bodies corporate, insurers, financiers, professional advisers and service providers who need to know it and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

14.4 No delay, relaxation or indulgence by Ctrack in exercising a right is a waiver. A waiver is effective only if in writing and applies only to the specific matter stated.

14.5 A notice under the Agreement must be in writing and may be sent by email to the contact address most recently notified by the recipient, or by prepaid post or courier to its last notified business address. Email is taken to be received when it enters the recipient's information system unless the sender receives an automated failure notice; a notice received outside normal business hours is taken to be received on the next Business Day. This clause does not govern formal service of court proceedings.

14.6 Only an authorised representative of Ctrack may agree to a variation of the Agreement. A variation must be in writing. The Agreement constitutes the entire agreement about its subject matter and supersedes prior negotiations and representations, except for fraud, misleading conduct or rights that cannot lawfully be excluded.

14.7 The Customer may not assign, novate or transfer an Order or its rights under the Agreement without Ctrack's prior written consent, not to be unreasonably withheld. Ctrack may assign or novate the Agreement to a related body corporate, financier or purchaser of all or a substantial part of the relevant business on written notice, provided the transfer does not materially reduce the Customer's contractual rights.

14.8 The 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 courts entitled to hear appeals from them.

14.9 If a provision is invalid or unenforceable, it will be read down to the minimum extent necessary or severed, and the remainder continues in force.

14.10 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent caused by an Event of Force Majeure. The affected party must take reasonable steps to mitigate the effect and resume performance. If an Event of Force Majeure materially prevents an affected Service for more than 60 consecutive days, either party may terminate that affected Service on written notice without an Early Termination Settlement Amount, except for accrued amounts and reasonable return or recovery obligations.

14.11 Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship or agency between the parties.

14.12 On termination, access to the Application may end. The Customer is responsible for exporting Customer data it reasonably requires before termination. Ctrack may retain or delete data in accordance with its privacy and retention policies and legal, security, backup and dispute requirements.

15.1 Terms defined in the Personal Property Securities Act 2009 (Cth) (PPSA) have the same meaning in this clause.

15.2 The Customer acknowledges that the Agreement may create a security interest in Purchased Hardware, Rental Hardware, proceeds and related collateral to secure the Customer's payment and performance obligations.

15.3 The Customer consents to Ctrack registering any financing statement or financing change statement reasonably required to protect Ctrack's security interest and must promptly provide accurate information and reasonable assistance required for registration, maintenance or enforcement.

15.4 The Customer must not create or permit any security interest over Rental Hardware or unpaid Purchased Hardware and must notify Ctrack before changing its name, ABN, ACN, legal structure or other details relevant to a registration.

15.5 To the extent permitted by the PPSA, the parties contract out of provisions that may lawfully be excluded and the Customer waives notices that may lawfully be waived, but only to the extent reasonably necessary to protect Ctrack's security interest.

15.6 Ctrack will discharge a registration when it no longer secures an obligation and no longer protects Ctrack-owned Hardware. The Customer must reimburse Ctrack for reasonable PPSA registration, amendment, discharge and enforcement costs arising from the Customer's default, change of details or failure to provide required information, to the extent permitted by law.

16.1 Ctrack may suspend, disconnect or restrict all or part of the Services where reasonably necessary due to maintenance, a security or safety risk, a legal or regulatory requirement, failure of a Third Party Service Provider, improper use of the System, or the Customer's failure to pay an amount when due other than an amount genuinely disputed under clause 6.10.

16.2 Except in an emergency or where immediate action is reasonably required to protect Ctrack, the System or a third party, Ctrack will give the Customer reasonable notice of suspension and a reasonable opportunity to remedy the relevant breach. Suspension will be limited to affected Services where reasonably practicable. Suspension does not suspend the Initial Term, Charges or another payment obligation.

16.3 Either party may terminate the Agreement or an affected Order for material breach if the other party fails to remedy a remediable breach within 14 days after written notice requiring it to do so, or immediately if the breach is incapable of remedy. Persistent failure by the Customer to pay undisputed amounts when due may constitute a material breach.

16.4 Subject to any applicable statutory stay or restriction, either party may terminate an affected Order immediately if the other party enters liquidation, administration, receivership, bankruptcy or a similar insolvency process, other than for a solvent restructure.

16.5 The Customer may terminate an affected Order or Service for convenience during the Initial Term only by giving Ctrack at least 30 days' written notice and paying the Early Termination Settlement Amount. The termination cannot take effect earlier than expiry of that 30-day notice period. The Early Termination Settlement Amount is calculated as at the effective termination date and is payable together with all other amounts then due. The Early Termination Settlement Amount is also payable where Ctrack terminates an affected Order during the Initial Term because of the Customer's material breach, non-payment, repudiation or insolvency, to the extent permitted by law. It is not payable where the Customer terminates solely because of Ctrack's unremedied material breach under clause 16.3.

16.6 The sale, theft, destruction, disposal, non-use, non-installation, delayed installation, change of vehicle or asset, return, recovery, de-installation, replacement, write-off or deactivation of Hardware does not automatically terminate an Order or payment obligation, shorten the Initial Term or waive accrued Charges or the Early Termination Settlement Amount. This applies equally to Purchased Hardware and Rental Hardware, including Self-Install Hardware. Ctrack will not recover more than its compensable loss and amounts otherwise properly due under the Agreement.

17.1 System performance depends on Hardware, Software, power, installation, connectivity, maps, data sources and networks operating properly. Unless a managed monitoring service is expressly stated in the Order Form, the Customer is responsible for monitoring Customer-specific operation and reporting faults by Support Ticket. If Ctrack incurs reasonable costs because the Customer fails to meet those responsibilities, Ctrack may invoice those costs as Additional Charges.

17.2 Ctrack may use cloud-hosted infrastructure, mobile or satellite networks, mapping providers and other Third Party Service Providers. Where connectivity is included in the Charges, Ctrack will procure it for the Customer. Where the Order Form states that the Customer must provide a SIM, internet connection or other communications service, the Customer is responsible for procuring and maintaining it at its cost.

17.3 Ctrack is not responsible for an outage or degradation of a third-party network or service outside Ctrack's reasonable control, but will use reasonable efforts to manage its suppliers and restore or provide a reasonable workaround where practicable.

17.4 The Customer must maintain reasonable security over its own systems, devices, passwords, networks and Authorised User accounts. Ctrack will maintain reasonable technical and organisational security measures appropriate to the Services, but neither party can guarantee that internet, wireless or cloud services will be completely secure or uninterrupted.

17.5 The Customer must not use the System or Wireless Services for an unlawful purpose or in a way that could reasonably damage, interfere with or compromise Ctrack's or a third party's network, systems or security.

17.6 Ctrack targets Application availability of 99.0% of available service time, calculated over a rolling 90-day period and excluding planned maintenance, Customer-caused issues, third-party network or carrier failures outside Ctrack's reasonable control and Events of Force Majeure. This is a service target, not a guaranteed service level or warranty, unless an Order Form or service level agreement expressly states otherwise.

17.7 Ctrack will schedule planned maintenance to minimise disruption where reasonably practicable and will ordinarily give at least 2 days' notice of maintenance expected to cause a material outage. Ctrack may perform emergency maintenance without advance notice where reasonably necessary to address an actual or imminent security threat, system failure or material service risk.

18.1 Where Ctrack, the Customer and TCA are parties to an IAP, TMA, RIM or equivalent TCA agreement, that agreement and these Terms operate together and the TCA agreement prevails to the extent of any inconsistency concerning the regulated TCA service.

18.2 Unless the Order Form expressly states otherwise, Services under this Agreement are not represented as IAP, TMA or RIM services or as evidence produced in accordance with applicable TCA law, and must not be used in a way that adversely affects the functionality or compliance of a regulated TCA service.

18.3 The parties must establish any required jurisdictional arrangements before entering a regulated TCA service. The Customer acknowledges that Ctrack personnel may be subject to certification obligations concerning expert evidence or non-compliance reporting to TCA.

19.1 At expiry or earlier termination of an affected Order, the Customer must, at its cost, de-install where applicable, package and return Rental Hardware in good working order and condition, fair wear and tear excepted, to the location reasonably nominated by Ctrack. The Customer is responsible for return freight and Ctrack's reasonable cost of replacing non-reusable harnesses, cables, brackets, adhesive mounts and installation accessories. If the Customer asks Ctrack to arrange de-installation, collection or recovery, or if Ctrack reasonably elects to do so after the Customer fails to return Rental Hardware, the Customer must pay Ctrack's reasonable de-installation, travel, collection, recovery, freight and related costs as Additional Charges.

19.2 Ctrack is not required to physically recover Rental Hardware where recovery would be uneconomic, unsafe or impracticable. If the Customer fails to return Rental Hardware within 14 days after written demand, Ctrack may charge the reasonable replacement value of the unreturned Hardware and related accessories, without limiting another amount properly due. Ctrack may waive physical return in writing without waiving overdue Charges, the Early Termination Settlement Amount, debt recovery rights or lawful credit reporting rights.

19.3 Payment of recovery, return, replacement or refurbishment costs does not by itself extinguish unpaid rental, subscription or other Charges. Payment of the replacement value of unreturned Rental Hardware does not transfer ownership unless Ctrack confirms that transfer in writing.

19.4 If an Order is terminated solely because of Ctrack's unremedied material breach under clause 16.3, Ctrack will bear reasonable standard return-freight costs for Rental Hardware. The Customer remains responsible for safe de-installation, packaging and any damage beyond fair wear and tear unless Ctrack agrees otherwise.

20.1 Each party must comply with privacy and data protection laws applicable to it. The Customer is responsible for providing any workplace, driver, passenger or other notice and obtaining any consent or authority required for collection and use of location, video, audio, driver-identification or other personal information through the System.

20.2 Ctrack will process Customer personal information in accordance with applicable law and its privacy policy as made available to the Customer from time to time. Ctrack may update that policy as reasonably necessary to reflect legal, security or operational changes. A policy update does not permit Ctrack to materially reduce contractual privacy protections contrary to applicable law.

20.3 The Customer must ensure that personal information and instructions it provides to Ctrack are accurate, current and lawfully provided. To the extent caused by the Customer's breach of this clause, the Customer indemnifies Ctrack against third-party claims and reasonable costs, subject to clause 12.2.

20.4 Ctrack may process and disclose commercial credit and account information for credit assessment, fraud prevention, debt collection and enforcement in accordance with clause 6.12 and applicable law.