Our terms

Intelematics Australia Pty Ltd (ABN 92 084 882 584)

These terms of use constitute the entire agreement and understanding between Intelematics Australia Pty Ltd (ABN 92 084 882 584) of 473 Bourke Street, Melbourne VIC 3000 (“we”, “us, “our”) and the user (“you”, “your”) with respect to the use of the Intelematics Products and Services. They supersede any other written or oral representations, understandings or agreements. We provide the Intelematics Products and Services and Intelematics website (the “Site”) to you subject to these terms of use, which may be updated by us from time to time without notice to you. Please check the terms of use each time you use the site – the updated terms of use will apply to all use of the Site after they have been published on the Site.

Your continued use of the Intelematics Products, Services and Site constitutes your approval and acceptance of these terms of use.

For any terms with the first letter capitalised please see the definitions at the end of these terms of use.

1. Publicity

1.1 Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to enquiry@intelematics.com stating that it does not wish to be used as a reference.

2. Grant of Licence

2.1 You may obtain a license from us to use the Intelematics Products and Services by either:

(a) providing your email address to us and requesting access to a free or trial version of the Intelematics Products and Services; or

(b) purchasing a full version of the Intelematics Products and Services in accordance with clause 6 below.

2.2 We will grant you a non-exclusive and non-transferable licence to use the Intelematics Products and Services solely for your own internal business purposes, subject always to these terms of use.

2.3 A license to use the Intelematics Products and Services will entitle you to view data and use all functionalities of the Intelematics Products and Services, depending on whether the license is provided for the free, trial or full version of the Intelematics Products and Services.

3. Limitations on Use

If we license you to use the Intelematics Products and Services, you agree and undertake:

(a) not to take any action that may, in our reasonable opinion, adversely affect or impair any of our rights, title and interests in and to the Intelematics Products and Services, and/or any of our Intellectual Property Rights in any manner or form;

(b) to not allow use by any person other than you, the licensee, including restricting the use of any third party;

(c) not to repackage, market, license, distribute, transfer, lend, rent or otherwise commercially exploit the Intelematics Products and Services or translate or port the Intelematics Products and Services into any other computer language;

(d) to notify us immediately if you become aware of any unauthorised use by any person of the whole or any part of the Intelematics Products and Services;

(e) only to modify and alter the Intelematics Products and Services with our prior written consent;

(f) not to merge all or any part of the Intelematics Products and Services with other computer programs, products or services without our prior written consent;

(g) not to reverse engineer, reverse assemble or reverse compile or directly or indirectly allow a third party to reverse engineer, reverse assemble or reverse compile the Intelematics Products and Services or otherwise attempt to discover any portion of the source code or trade secrets related to the Intelematics Products and Services, except as and to the extent that you are legally authorised to do so under any applicable laws;

(h) to ensure that users of the Intelematics Products and Services are aware of their obligation to properly protect them at all times from unauthorised or improper access or use by any person;

(i) not to introduce into our system viruses, worms, trojan horses or other harmful or malicious software;

(j) that we may monitor your usage of the Intelematics Products and Services for the purpose of determining whether or not you are breaching these terms of use.

(k) that we may use your usage of the Intelematics Products and Services for the purposes of developing and making improvements to the Intelematics Products and Services; and

(l) to indemnify us for any loss, cost or damage we incur as a result of your failure to comply with your obligations in this clause.

4. Access to the Intelematics Products and Services

4.1 We will provide you with all necessary information to enable you to access the Intelematics Products and Services.

4.2 You agree that you:

(a) are responsible for all use of the Intelematics Products and Services accessed through your provided email address;

(b) must not provide access to the Intelematics Products and Services to any other users or third parties;

(c) must take all reasonable steps to maintain the security of the Intelematics Products and Services and will notify us immediately of any unauthorised use.

4.3 We will use reasonable endeavours to provide you with access to the Intelematics Products and Services on a continuous basis.

4.4 You acknowledge that your use of the Intelematics Products and Services is archived by us and may be used for development or marketing purposes.

5. Upgrades & Support

5.1 We reserve the right to upgrade the Intelematics Products and Services at any time and from time to time.

5.2 While we will use reasonable endeavours to minimise disruption to your use of the Intelematics Products and Services resulting from upgrading the Intelematics Products and Services, we will not be responsible for any reconfiguration or testing resulting from any upgrade of the Intelematics Products and Services. Further, all such costs and any related or incidental costs will be borne by you.

6. Fees and Payment

In order to obtain a license to use the Intelematics Products and Services, you will pay to us the amount stipulated on the Products and Services webpages.

(a) In case Intelematics Products and Services provided is a data flat file, this payment will entitle the user to a three years license of use.

(b) In case Intelematics Products and Services provided is a platform, this payment will entitle the user license to use the platform for the duration of the subscription plan.

(c) If the subscription includes license to download, export or extract data or flat files from the platform, the user will be entitled to use the data as long the subscription plan is active.

7. Acknowledgments

You acknowledge that:

(a) the Intelematics Products and Services is not error or fault free and that you may experience interruptions and access difficulties from time to time;

(b) we do not warrant that any information, software or other material purchased or from or accessed through our system is free of viruses, worms, trojan horses or other harmful or malicious software; and

(i) during any technical failure, modification or maintenance involving the Intelematics Products and Services;

(ii) if you breach these terms of use and have not remedied the breach within 15 days of us notifying you of the breach and requesting that it be remedied; or

(iii) if you do or allow to be done anything, which, in our reasonable opinion may have the effect of jeopardising the operation of our or any third party’s business, facilities or the services we supply to our users.

8. Exclusion of Warranties

8.1 We shall use all reasonable efforts to rectify (or provide work-arounds for) any defects in the Intelematics Products and Services. Except as otherwise expressly stated in these terms of use, we make no express or implied warranties to you and expressly exclude all warranties, conditions and terms implied by statute, general law, international convention or custom, including without limitation any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void.

9. Limitation of Liability

9.1 To the extent permitted by law, where the goods or services we supply under these terms of use are subject to warranties or terms implied by statute, general law, international convention or custom which cannot be excluded, restricted or modified our liability for breach of any such condition or warranty will be limited at our option to:

(a) in the case of goods, to the supply of the goods again or payment of the cost of supplying the goods again; and

(b) in the case of services, the supply of the services again or payment of the cost of supplying the services again.

9.2 To the extent permitted by law, our liability to you for any loss or damage, whether arising in contract, negligence or otherwise shall not exceed the total amount we actually received from you with respect to the Intelematics Products and Services which gave rise to the loss or damage. We will not be liable in any event (whether in contract, tort or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits or loss or corruption of data or loss of anticipated savings, loss of goodwill or economic loss, even if we have been advised of the possibility of such loss or damage.

9.3 Each party’s liability in contract, tort, negligence, under statute or otherwise must be reduced by the extent, if any, to which the other party contributed to the loss.

10. Indemnity

10.1 You must at all times indemnify us and our officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal fees) or liability incurred or suffered by any of those indemnified where such loss or liability was caused by your act or omission including, without limitation, your use of the Intelematics Products and Services.

11. Intellectual Property

11.1 You acknowledge that the Intelematics Products and Services are our commercially valuable, proprietary product, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and expense, and that they are subject to copyright and other Intellectual Property Rights. We are the owner, or authorised licensee, of all rights, title and interests in and to the Intelematics Products and Services and, except as otherwise specifically granted under these terms of use, you obtain no right, title or interest in or to the Intelematics Products and Services.

12. Confidentiality

12.1 Neither party will disclose to any third party without the prior written consent of the other party any Confidential Information received from the other party. This restriction does not apply to information which is or becomes generally available to the public (other than as a result of a breach of an obligation under this clause), is independently developed by the recipient or is required by law to be disclosed.

12.2 Each party will only use the Confidential Information of the other party for the sole purpose of performing its obligations under these terms of use.

12.3 We may refer to your use of the Intelematics Products and Services in our marketing material.

13. Term and Termination

13.1 These terms of use will commence on the date you begin using the Intelematics Products and Services and will continue to apply for as long as you continue to use the Intelematics Products and Services unless earlier terminated in accordance with an express provision. These terms of use will continue until terminated in accordance with an express provision.

13.2 We may terminate these terms of use at any time with immediate effect if you breach any of these terms of use and fail to remedy that breach within 21 days after receiving notice of the breach requiring you to do so.

14. Consequences of Termination or Expiration

14.1 Upon the termination of these terms of use for any reason and subject to 12(b), all rights granted to you under these terms of use cease and you must immediately discontinue all use of the Intelematics Products and Services.

14.2 Any provisions of this Agreement which expressly, or by their nature, survive termination will survive termination of these terms of use.

15. Force majeure

15.1 No party will be in breach of its obligations under these terms of use to the extent that the failure or delay occurs because of a Force Majeure Event and the affected party will be granted a reasonable extension of time to complete its performance of any obligations affected by that Force Majeure Event.

16. Variation of these terms of use

16.1 We may vary any of these terms of use from time to time without notice. The variation will be posted on the Site and will become effective after publication.

16.2 Your continued use of the Intelematics Products and Services will constitute your acceptance of the variation of the terms of use.

17. Notice

17.1 All notices to be given by a party to another party must be in writing and shall be sent by electronic mail to the email addresses provided to Intelematics on sign-up. This is in addition to any other mode of service permitted by law.

17.2 Without limiting clause 15

(a), we may provide notice to you through the Intelematics Products and Services.

18. Privacy Policy

18.1 Click  here  for a link to our Privacy Policy which also governs your visit to the Site and use of the Intelematics Products and Services.

19. General

19.1 Any provision of these terms of use will be read down to the extent necessary to prevent that provision or these terms of use being invalid, voidable or unenforceable in the circumstances.

19.2 You may not assign or attempt to assign any of your rights or obligations under these terms of use without our prior written consent which shall not be unreasonably withheld. We may assign our rights or obligations under these terms of use to any company within our group of companies.

19.3 These terms of use are governed by the laws of Victoria, and each party irrevocably submits to the non-exclusive jurisdiction of the Courts of that State.

20. Definitions

“Confidential Information” in relation to a party, means all information relating to that party including, without limitation, that party’s business, systems, processes, data, customers, personnel, assets, products, services and affairs, which is disclosed, communicated or delivered to the other party or which comes to the other party’s knowledge, or into its possession, before, on or after the date of these terms of use.

“Flat Files Databases” means database that follows a uniform format, and there are no structures for indexing or recognizing relationships between records.

“Force Majeure Event” means an event or circumstance that, despite its reasonable effort and without its fault or negligence, a party is unable to control and includes, without limitation, any act of God, war and other hostilities, fire, flood, strikes, lock-outs, delays in transport, breakdowns in machinery, or restrictions or prohibitions or any other acts by any government or semi-government authority.

“Intelematics Platform” means our web-based application offered whether on a free or trial basis with reduced capabilities, or as a product sold to users, including any related documentation designed to assist the understanding and use of the Intelematics Platform and including all Modifications and Upgrades.

“Intellectual Property Rights” means all rights, whether registrable, registered or unregistered under the laws of any jurisdiction throughout the world, including, but not limited to any copyrights, patents, designs, trademarks, service marks, trade names, business names, get up, trade secrets and any applications for, or rights to obtain or acquire, any such intellectual property rights.

“Modifications” means all developments, alterations, improvements, variations or additional functionality made to the Intelematics Products and Services.

“Products and Services” means goods and/or services offered by us to users from time to time.

“Upgrades” means all new versions of the Intelematics Products and Services that we make available.

21. Interpretation

21.1 In these terms of use a reference to:

(a) a person (including a party) includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency and the person’s successors, permitted assigns, substitutes, executors and administrators.

(b) a law includes a reference to any legislation, treaty, judgment, rule of common law or equity or rule of any applicable stock exchange and includes a reference to any regulation, rule, statutory instrument, by-law or other subordinate legislation made under that law.