Intelematics Australia Pty Ltd (ABN 92 084 882 584)
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 firstname.lastname@example.org 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.
2.3 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;
(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.
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
(c) we may immediately and without notice to you suspend access to the Intelematics Products and Services:
(i) during any technical failure, modification or maintenance involving the Intelematics Products and Services;
(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
9. Limitation of Liability
(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.
10.1 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
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.
12.3 We may refer to your use of the Intelematics Products and Services in our marketing material.
13. Term and Termination
14. Consequences of Termination or Expiration
15. Force majeure
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.
“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.
(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.