Software & Hardware Licence Agreement

TELETRACK PTY LTD
SOFTWARE & HARDWARE LICENCE AGREEMENT

Last Updated: June 2025

These Terms and Conditions (“Agreement”) govern the use of the Teletrack telematics software-as-a-service (SaaS) platform, associated hardware, and related services provided by Teletrack (“we,” “us,” or “Teletrack”), a company operating in New South Wales, Australia. By signing this Agreement, ordering, accepting, paying for, accessing, or using our Services, you (“Client,” “Customer,” or “you”), whether a consumer, small/medium/large business, or government entity, agree to be bound by this Agreement. This Agreement supersedes any prior agreements, representations, or terms provided by the Client, including those in purchase orders. In case of inconsistency between this Agreement and an Order Form, this Agreement prevails, except for any “Special Conditions” in the Order Form, which take precedence to the extent of the inconsistency.

1. Definitions

“Services”: The Teletrack SaaS platform, including data collection, display, device control, and related support, consulting, training, backup, or custom software services.
“Software”: The Teletrack SaaS platform and any related software provided by Teletrack.
“Tracking Device” or “Hardware”: Hardware provided or approved by Teletrack for use with the Services.
“Asset”: The vehicle, equipment, or item to which a Tracking Device is connected.
“Beta/Alpha Software”: Features or software marked as “BETA” or “ALPHA,” in active development and testing.
“Subscription”: The Client’s access to the Services under agreed payment terms.
“Consumer”: An individual or entity protected under the Australian Consumer Law (ACL).
“Order Form”: A document specifying Services, fees, and other terms agreed between Teletrack and the Client.
“Confidential Information”: Information designated as confidential, inherently confidential, or reasonably known to be confidential, excluding information that becomes public without a breach. For the avoidance of doubt, any information or data relating to Teletrack’s assets, including its Intellectual Property Rights, its business plans and future product initiatives are Confidential Information.
“Intellectual Property Rights”: All present and future intellectual and industrial property rights, including copyright, trademarks, patents, designs, confidential information, and registration rights, whether registered or unregistered.
“Developed IP” means any Materials produced by Teletrack in the course of this agreement, including explanatory videos, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with Client or others, and any Intellectual Property Rights attaching to those Materials;
“Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered;
“Material” means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever; and
“Our IP” means all Materials owned or licensed by Teletrack that is not Developed IP and any Intellectual Property Rights attaching to those Materials, including in relation to the Software and Hardware and all applicable documentation.

2. Scope of Services

2.1 Core Services: Teletrack provides a telematics SaaS platform for data collection, display, and device control, along with associated Tracking Devices.

2.2 Additional Services: At Teletrack’s discretion, we may offer consulting, training, or custom software development as separate services, subject to additional fees and terms.

2.3 International Operations: Services and hardware may be provided outside Australia, subject to compliance with local laws. Clients are responsible for ensuring their use complies with applicable jurisdictions.

2.4 Withholding Services: Teletrack may withhold Services or Hardware delivery until the Client pays any required fees or deposit, at Teletrack’s discretion.

3. Installations

3.1 Installation Guides: Teletrack provides installation guides as recommendations only, without guarantees or warranties.
3.2 Client-Managed Installations: Teletrack does not coordinate, manage, or vet installers. Clients are solely responsible for:

Managing their relationship with installers, who have their own terms and conditions.
Verifying installers’ competency, qualifications, licences, and insurances.
Ensuring installations are performed correctly and addressing any issues.

3.3 Teletrack Installation Services: Where an Order Form specifies Teletrack performing installation services, Teletrack will provide instructions for Hardware and Software installation, including immobilisation functions. Clients must:

Provide access to premises at Teletrack’s nominated time.
Supply all necessary information, furniture, and power for installation.

3.4 No Liability: Teletrack is not liable for any damage, loss, or issues caused by installers, improper installations, or Client failure to provide required access or information.

4. Data Collection, Device Control, and Information Representation

4.1 Data Handling Processes: The accuracy and availability of data displayed on the Teletrack platform depend on factors outside Teletrack’s control, including:

Quality of Tracking Device installation.
Reliability and condition of the Tracking Device and Asset.
Tracking Device settings.
Network connection quality (e.g., cellular, satellite) via the Telstra M2M One network or other providers.
GNSS (Global Navigation Satellite System) connection quality.
Transmission of data to third-party or Teletrack servers.
Reliability of third-party hosting services.
Server accessibility, including disruptions from malicious activities (e.g., cyberattacks).
Algorithms used to process and display data, which provide approximate measurements.
Reliability of the Client’s device accessing the Services.

4.2 Data Collection: Teletrack collects telematics data from Tracking Devices, as well as analytics data via Google Analytics, Hotjar and Mapbox. Data may not be completely accurate due to external factors.

4.3 Data Export: Clients may export data via available reports in the platform. Raw logs or custom formats may incur compilation fees at Teletrack’s discretion.

4.4 Device Control: Remote control of devices (e.g., immobilisers) is subject to the factors in Section 4.1. Clients must:

Verify the Asset’s location before immobilising.
Understand the immobiliser’s installation (e.g., whether it prevents starting or stops operation immediately).
Ensure Assets have warning labels indicating a Tracking Device is fitted to avoid user safety issues.
Acknowledge that device reliability, network issues, or other factors may affect functionality.
Ensure that immobilising the asset does not cause any safety issues.
Teletrack is not liable for any consequences of immobilisation or non-immobilisation.

4.5 No Guarantee of Accuracy: Teletrack does not guarantee the accuracy, completeness, or timeliness of data displayed or the success of device control actions.

4.6 Client Responsibility: Clients are responsible for:

Managing and maintaining Tracking Devices and Assets.
Ensuring Tracking Devices are functioning correctly.
Setting up “no communication” reports to monitor device connectivity.
If applicable depending on installation type and device compatibility, setup “power disconnection” alerts.
Seeking support if issues arise.
Notifying all Asset users of the Tracking Device’s presence, purpose, and capabilities.

4.7 No Active Monitoring: Teletrack does not actively monitor Tracking Device functionality unless agreed in writing as part of an additional paid service.

4.8 Cellular Network: Clients acknowledge:

The network may fail or have limited availability due to external factors (e.g., coverage underground, indoors, or in remote areas).
Email delivery may be affected.
Excess data usage beyond the allocated amount may incur additional charges.
If not otherwise specified each device is allocated with 5MB of data usage per month.
Sim cards are not permitted to be used in any devices not supplied by Teletrack.
Sim cards are locked to the first device they connect to the network on.

5. Backup Services

5.1 Scope: Teletrack will use servers located in Australia where practicable.

5.2 Security: Teletrack will use reasonable efforts to store Client data securely but is not liable for unauthorised use, destruction, loss, damage, or alteration due to hacking, malware, ransomware, viruses, or other interference.

5.3 Service Quality: Teletrack does not guarantee error-free or uninterrupted access to backups.

5.4 Disaster Recovery: Teletrack will attempt to restore lost Client data from the latest available backup, but cannot guarantee error-free restoration.

6. Software Licence

6.1 Licence Grant: Teletrack grants the Client a non-exclusive, non-transferable, revocable licence to use the Software during the Subscription term for the Assets and Tracking Devices.

6.2 Restrictions: Clients must not, and must not permit third parties to, without Teletrack’s prior written approval:

Copy any part of the Software.
Adapt, modify, or tamper with the Software.
Remove or alter any copyright, trademark, or other notice in the Software.
Create derivative works from or translate the Software.
Publish or communicate the Software to the public, including online or with third parties.
Sell, loan, transfer, sub-licence, hire, or dispose of the Software.
Decompile, reverse engineer, or attempt to derive the Software’s source code.
Circumvent any technological protection or security feature.
Permit unauthorised persons to use or access the Software.

7. Account Security

7.1 Client Responsibility: Clients are responsible for securing their email address, phone number, single sign-on service, and password used to access their Teletrack account.

7.2 No Liability: Teletrack is not liable for unauthorised access due to Client failure to secure their account credentials.

8. Software Development

8.1 Development Representations: Teletrack may announce plans for new features, bug fixes, or enhancements.

8.2 No Timeframe Guarantees: Teletrack does not guarantee completion timeframes and is not liable for delays or unmet Client expectations.

8.3 Beta/Alpha Software: Features marked as “BETA” or “ALPHA” are pre-release, expected to have bugs, and provided for testing. Clients using such features should provide feedback to their account manager and accept all risks.

8.4 Custom Software: At Teletrack’s discretion, custom software may be developed for Clients, either free or for a fee. Custom software remains Teletrack’s property and may be offered to other users or as a paid service.

8.5 No Liability for Beta/Alpha Software: Teletrack is not liable for issues, losses, or damages arising from Beta/Alpha Software use.

8.6 Changes to Features and Plans: Teletrack reserves the right to modify, add, or remove modules, features, or functionality, and to alter plan inclusions, pricing, or introduce additional subscription requirements for certain functions. Clients will be notified of material changes at least 30 days in advance via email or the platform, except where immediate changes are required for legal, technical, or security reasons, in which case notice will be provided as soon as practicable. Continued use of the Services after notification constitutes acceptance of the changes.

9. APIs

9.1 Access: Teletrack may provide API access, either free or paid, at its discretion.

9.2 Changes: Teletrack reserves the right to modify API billing, service rates, or availability with notice.

9.3 No Liability: Teletrack is not liable for issues arising from API use, including integration failures or third-party system incompatibilities.

10. Support Services

10.1 Scope: Clients may contact Teletrack via the contact on the website between 8:30 AM and 5:30 PM AEST, Monday to Friday, excluding public holidays.

10.2 Response: Teletrack will use reasonable efforts to assist as soon as practicable but does not guarantee specific response times.

10.3 No Liability: Teletrack is not liable for delays or unavailability of Support Services, however we will endeavor to resolve any faults or issues as soon as possible.

11. System Implementation

11.1 Client Responsibility: Clients are responsible for implementing the Teletrack system, configuring features, and ensuring compatibility with their requirements. Clients must provide Teletrack with all documentation, information, and assistance reasonably required to perform the Services.

11.2 Implementation Services: Teletrack may offer implementation services for a fee, subject to a separate agreement or quoted/hourly rates.

11.3 System Requirements: Clients must use late-model computers and smartphones with up-to-date software, running WebKit browsers (e.g., Chrome, Safari). Teletrack does not support outdated software or devices.

12. Client Obligations

12.1 Device Management: Clients are responsible for:

Monitoring Tracking Device connectivity and functionality.
Notifying Teletrack of deactivated or faulty devices via the platform.
Ensuring Assets are suitable for Tracking Device operation.
Maintaining Tracking Devices to prevent issues (e.g., improper wiring, neglect).

12.2 No Communication Reports: Clients should configure no communication reports for daily connectivity updates.

12.3 System Requirements: Clients must ensure their infrastructure meets Teletrack’s minimum requirements.

12.4 Compliance with Laws: Clients must not, by using or requesting Services:

Breach applicable laws, rules, or regulations, including privacy or stalking laws.
Infringe third-party intellectual property rights or breach confidentiality duties.

12.5 Personnel Responsibility: Clients are responsible for all acts or omissions of their personnel, including breaches of this Agreement.

13. Billing and Subscriptions

13.1 Payment Terms: Subscriptions are either:

Month-to-month (no pro-rata refunds).
Fixed-term (1, 2, 3, 4, or 5 years, as negotiated), non-refunded and non-transferable.

13.2 Deactivated Trackers: Clients must notify Teletrack of deactivated trackers via the platform. Billing adjustments apply in the following month’s invoice.

13.3 Non-Payment: If an invoice is overdue:

After 30 days, access to Teletrack is suspended.
After 45 days, SIM cards are deactivated.
After 60 days, debt collection proceedings begin.

13.4 No Discounts: Discounts are at Teletrack’s sole discretion.

13.5 No Refunds: Refunds are not offered. Clients must deactivate services promptly to avoid charges.

13.6 Price and Subscription Changes: Teletrack reserves the right to modify pricing or introduce additional subscription requirements for certain functions, as per Section 8.6. Clients will be notified of price changes at least 30 days in advance, except where immediate changes are required for legal or technical reasons.

13.7 GST: Unless otherwise specified all amounts exclude GST. Clients must pay GST upon receiving a tax invoice from Teletrack.

13.8 Credit Card Surcharges: Teletrack may charge surcharges for payments made by credit, debit, or charge cards (e.g., Visa, MasterCard, American Express).

14. Warranty and Hardware

14.1 Warranty Period: Tracking Devices are covered by the manufacturer’s warranty period, passed through by Teletrack, subject to normal use and proper installation.

14.2 Warranty Process: Clients must notify Teletrack support of issues. Teletrack will diagnose and recommend solutions. If a replacement is warranted, Clients bear shipping costs to return the faulty device.

14.3 No Liability for Device Failure: Teletrack is not liable for damage to Assets or other equipment caused by Tracking Device failure, whether under warranty or otherwise.

14.4 Hardware Restrictions: Clients must not adapt, modify, tamper with, or substitute any Hardware, including QR codes, without Teletrack’s prior written approval.

14.5 Warranty Exclusions: To the maximum extent permitted by law, all express or implied warranties not stated in this Agreement or any documents provided by Teletrack are excluded.

15. Liability and Indemnity

15.1 Limitation of Liability: To the maximum extent permitted by law, Teletrack, its officers, directors, employees, and agents are not liable for any direct, indirect, incidental, or consequential damages, including loss of profits, data, use, injury, or death, arising from:

Use of the Services, Tracking Devices, or APIs.
Inaccurate or incomplete data.
Installation issues or installer actions.
Device or Asset failures, including fire, injury, or catastrophic damage.
Delays in software development or API changes.
Malicious third-party activities (e.g., cyberattacks).
Client failure to verify Asset location or immobiliser functionality.
Third-party goods or services used in providing the Services.

15.2 Liability Cap: Teletrack’s total liability for all claims (whether for breach of contract, negligence, or otherwise) is limited to 50% of the subscription fees paid by the Client for the specific Tracking Device or Software licence to which the claim relates, calculated as at the date of the event giving rise to the claim.

15.3 Indemnity: Clients indemnify and hold harmless Teletrack, its officers, directors, employees, and agents from all losses, claims, expenses, damages, liabilities, and reasonable legal fees arising from:

Any breach of this Agreement by the Client.
Any negligent, fraudulent, criminal, or wrongful act or omission of the Client, its personnel or users.
Improper device maintenance or use, including incidents causing injury or death.

15.4 No Liability for Incidents: Teletrack is not liable for any incidents arising from Tracking Devices, including fire, injury, or death. Clients are responsible for ensuring proper wiring, maintenance, and condition of Tracking Devices and Assets.

15.5 Third Party Terms: Where Services involve third-party goods or services, Clients agree to comply with applicable third-party terms and conditions. Teletrack is not liable for any loss or damage arising from such third-party terms.

16. Australian Consumer Law (Consumers Only)

16.1 Consumer Guarantees: If you are a Consumer under the Australian Consumer Law, you may have statutory rights that cannot be excluded, including guarantees of acceptable quality and fitness for purpose.

16.2 Limitation: Where permitted, Teletrack’s liability for breach of a consumer guarantee is limited to, at our option, replacing the goods, re-supplying the services, or paying the cost of either.

16.3 Contact: For consumer issues, contact [email protected].

17. Dispute Resolution

17.1 Initial Resolution: Clients must attempt to resolve issues directly with Teletrack within 60 days by submitting full details to Teletrack’s chief executive officer.

17.2 Mediation: If unresolved, Clients may elect mediation in New South Wales, Australia, bearing all costs.

17.3 Arbitration: If mediation fails after 60 days, disputes may proceed to arbitration, with costs shared as agreed or determined by the arbitrator.

17.4 Governing Law: This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.

17.5 Condition Precedent: Compliance with this section is a condition precedent to any legal proceedings, except for urgent interlocutory relief.

18. Termination

18.1 Teletrack’s Rights: Teletrack may terminate this Agreement or suspend Services immediately by written notice for:

Non-payment (per Section 13.3).
Client insolvency or bankruptcy.
Breach of this Agreement.
Abuse of Teletrack staff or creation of psychosocial hazards.
Client conduct or culture deemed morally disconnected from societal values, at Teletrack’s discretion.

18.2 Client Termination: Clients may terminate:

Month-to-month plans with 30 days notice.
If Teletrack becomes subject to insolvency or bankruptcy administration.
Devices with long-term subscriptions such as those that have been paid upfront for a certain time period will terminate at the subscription expiration.

18.3 Effect of Termination: Upon termination, Clients must promptly pay:

Outstanding invoices.
Teletrack’s expenses to date.
Supplier payments to discontinue work.
Teletrack’s standard fees for work performed.
An equitable profit margin on the above.

18.4 Post-Termination: Clients lose access to data, device control, and SIM card transfers unless all accounts and claims are settled.

18.5 Hardware Return: If Tracking Devices are on a rental or unpaid/partially unpaid repayment plan, they must be returned to Teletrack upon termination. Teletrack will not purchase back hardware unless otherwise agreed.

18.6 Survival: Provisions intended to survive termination (e.g., confidentiality, indemnity, IP) remain enforceable.

19. Confidentiality

19.1 Non-Disclosure: Parties must not disclose Confidential Information to third parties except:

With the other party’s prior written consent.
As required by law.
To directors, officers, or employees on a need-to-know basis for performing obligations under this Agreement (Additional Disclosees).

19.2 Breach Notification: Parties must notify the other party immediately of any suspected or actual breach of confidentiality and take reasonable steps to mitigate it.

19.3 Use Restriction: Confidential Information may only be used for purposes of this Agreement.

19.4 Additional Disclosees: Parties must ensure Additional Disclosees maintain confidentiality and, if requested, provide a signed confidentiality agreement in a form acceptable to the other party.

20. Intellectual Property

20.1 Ownership: Teletrack retains ownership of all Intellectual Property Rights in its Software, Hardware, and any developed materials (Developed IP & Our IP). Nothing in this Agreement transfers such rights.

20.2 Developed IP: All Intellectual Property Rights in Developed IP are assigned to Teletrack upon creation.

20.3 Moral Rights: Clients waive any Moral Rights in Developed IP and must obtain Moral Rights waivers from third parties, providing them to Teletrack upon request.

20.4 No Interference: Neither party may alter, remove, or interfere with the other party’s Intellectual Property Rights.

20.5 Infringement Notification: Clients must notify Teletrack in writing of any suspected, threatened, or actual infringement of Teletrack’s Intellectual Property Rights.

21. Notices

21.1 Form: Notices must be in writing, in English, and addressed to the party’s postal or email address specified in the Order Form or regularly used for correspondence.

21.2 Delivery: Notices are deemed received:

By hand: On delivery.
By prepaid post (same country): On the third business day after posting.
By prepaid post (international): On the fifth business day after posting by airmail.
By email: 24 hours after sending, unless the sender knows or reasonably suspects non-delivery to the recipient’s domain.

22. Force Majeure

22.1 No Liability: Teletrack is not liable for delays or failures due to events beyond its reasonable control, including staff health, natural disasters, cyberattacks, supply chain disruptions, or third-party service outages.

23. Miscellaneous

23.1 Entire Agreement: This Agreement embodies the entire agreement between the parties, superseding all prior negotiations, arrangements, or understandings.

23.2 Amendments: Teletrack may amend this Agreement with notice via email or the platform. Continued use constitutes acceptance.

23.3 Severability: If any provision is invalid or unenforceable, the remaining provisions remain in effect.

23.4 Assignment: Neither party may assign, novate, or transfer rights or obligations under this Agreement without the other party’s prior written consent, not to be unreasonably withheld.

23.5 Waiver: No waiver of any right is effective unless in writing and signed by the waiving party.

23.6 Further Acts: Each party must promptly perform acts and execute documents required by law or reasonably requested to give effect to this Agreement.

23.7 Contact: For support or inquiries, contact [email protected].