1. About your Agreement
1.1 This Agreement contains the terms and conditions under which we agree to license The Tracking Centre Pty Ltd software (Services) to you.
1.2 These terms along with any other terms that you agree to are binding on you and us, and your commencement of using devices, software or accessories provided by The Tracking Centre Pty Ltd implies automatic acceptance of the terms and conditions as contained in this notice.
1.3 When we say ‘The Tracking Centre’ ‘TTC’ 'we', 'us' or 'our', we mean The Tracking Centre Pty Ltd (ABN 14619460758). Details of our current registered office address can be found on our website www.thetrackingcentre.com.au
1.4 Your Agreement with us commences when we register your account on our servers, and in agreeing to register your account with our company you agree to abide by the terms and conditions contained within this agreement.
1.5 Your Agreement is personal to you. You remain responsible for complying with your agreement. You may only assign your agreement to another person with our prior written approval.
2. Term of your Agreement
2.1 You agree that the term of this Agreement is the period of thirty six (36) months from the commencement of the service, or term otherwise arranged by TTC Management, or until you notify us of the termination of your service, providing a minimum of 30 days notice in writing of your intention to do so, or unless otherwise arranged with TTC Management.
2.2 You agree that this Agreement will automatically renew for an additional twelve (12) month/ One (1) Month period at each and every renewal date until you or we provide notice of non-renewal at least one (1) month prior to the renewal date.
2.3 Activation of your account will commence within five (5) days of your request to us to create such account.
3. Terminating your Agreement
3.1 You may end your Agreement in the following ways:
3.1.1 if we are in serious breach of your agreement; or
3.1.2 if you choose to do so, then the Charges you will have to pay us on termination of your agreement are set out in section 4.
3.2 We may end your Agreement or suspend your account if you have breached an important term of your agreement or a number of less important terms which together amounts to a serious breach and you have failed to rectify the breach after being given 7 days' notice of our intention to terminate your agreement.
4. Effect of your Agreement ending
4.1 When your Agreement ends you must pay all charges due, which may include remaining Product Instalment Plan payments and a Cancellation Fee.
4.2 You agree that all information, including but not limited to customer information, client contact details, asset types, device identification numbers and tracking history remain the property of The Tracking Centre and , that The Tracking Centre has the right to contact all of clients who have used its software to offer the ongoing use of our software on a party to party basis. You undertake to advise all clients of their ability to contract directly with The Tracking Centre in the event this agreement is terminated.
5. Variations to your Agreement and Charges
5.1 Charges for some Optional Services are variable or valid for a fixed period. We will give you reasonable notice of any increase in charges and the date on which the new charges will take effect so you can elect to cease subscribing for, or otherwise accessing, that element of the Services before that date.
5.2 We may impose or vary a fee or charge for products or services we supply to you under your Agreement where the fee or charge is a tax or other government charge imposed by law.
6. What we will provide to you
6.1 Once you are Commissioned, we will provide you with access to the Services throughout the Term from the date of this Agreement.
6.2 We will always try to make the Services available to you. However, there are inherent limitations involved in the supply of Services. Before you
enter into your agreement with us, you should be satisfied that the Software licensing services offered by The Tracking Centre meet your requirements.
6.3 There may be situations where Services are not continuously available or the quality is affected, for example:
6.3.1 when we need to perform any upgrading, maintenance or other work on the The Tracking Centre software or Services;
6.3.2 because of factors outside our control, such as internet connectivity, server downtime etc.
7. The System or Accessory
7.1 You must comply with all reasonable directions by us relating to the use of your license or services.
7.2 If you purchase a GPS/GSm device or Accessory directly from us, you enter into an agreement with us for the purchase of those goods. We will retain ownership in all goods purchased from us until you have paid for them in full.
7.3 You will be responsible for any Device or Accessory as soon as they are delivered to you. If you damage or lose any goods before you have paid for them in full, you will still be required to pay us for the full price of those goods. You are responsible for arranging your own insurance for any Device or Accessory.
7.4 If you purchase a The Tracking Centre Device or Accessory from an authorised dealer other than us, you enter into an agreement with The Tracking Centre for the purchase of those goods. We acquire the right to collect payments and obtain title to Device's or Accessories purchased by you under an instalment plan.
7.5 If you are purchasing a Device on credit; you agree that you will pay all payments due within 30 days of invoice date, and acknowledge that ownership and rights in that product do not transfer until all payment is made in full. Further you acknowledge that you will not onsell or install any device in any vehicle until full payment is received by The Tracking Centre.
7.6 If you purchase a Device or Accessory from The Tracking Centre and do not pay monies owing for that purchase, you agree to keep records as to the client into whom the device was installed, and agree that that client becomes a client of The Tracking Centre, and you undertake to instruct that client to make any payment owing by it to you, directly to The Tracking Centre or its agent to satisfy unpaid debts owed to The Tracking Centre by you.
8.1 The performance, quality, workmanship and suitability of the Device or Accessory may be subject to the manufacturer's specifications and warranty. The manufacturer's warranty is in addition to, and not in substitution for, your statutory rights relating to faulty or misdescribed goods or services.
8.2 Unless otherwise stated in the manufacturer's warranty terms, the Device, System or Accessory warranty is conditional upon:
8.2.1 the Device, System or Accessory being operated, handled and repaired in accordance with its intended use;
8.2.2 the Device, System or Accessory having been properly stored or maintained by you; and
8.2.3 no modification of the Device, System or Accessory without our consent.
8.3 The Device, System or Accessory warranty does not cover damage, malfunction or failure resulting from misuse, neglect, abuse, use for a purpose for which the Device, System or Accessory was not designed or is not suited or normal wear and tear.
8.4 If the Device, System or Accessory purchased by you is faulty or not functioning because you have misused it or because of wear and tear, it will be your responsibility to arrange, at your cost, to have it repaired or replaced so you can continue to use the Services.
9. Your Obligations
9.1 You must pay us all Charges for Services, Products and Product Instalment Plans, whether used by you or not. You will remain responsible for any payments for the duration of the Term of the Agreement, including any automatic renewals. You are liable to pay these Charges.
9.2 Credits on your Account are non-refundable, non-transferable and not redeemable for cash.
9.3 You will remain responsible for all Charges for Services and Product Instalment Plans until such time your agreement ends in accordance with Clause 2 of these Terms.
9.4 If you chose the Instalment Plan option you must pay with a valid credit card.
9.5 If you fail to pay your bill on time, you will be in breach of your agreement. If your bill is not paid by the due date, we will notify you and request payment immediately. If you fail to pay the overdue amount within a reasonable time, we can suspend your service. If we suspend your service in these circumstances, we will not re-Connect you until you pay us your outstanding Charges, including all fees for late payment and re-Connection. We may terminate your agreement if you continue not to pay your bills on time. The Tracking Centre reserve the right to contact and notify all customers who have in the past, or continue to use our services at the time of the termination, notifying them of the reason for the suspension of services, and offering to provide devices and services directly to that client.
9.6 If we take legal or other collection action against you for non-payment of the Charges, we will require you to pay our reasonable costs and expenses (including legal costs) of taking that action plus interest calculated at a rate of 2% per annum above the Commonwealth Bank's corporate overdraft rate from time to time calculated on the daily balance of the unpaid amount from the due date until the date of payment in full.
9.7 If requested by us you must deliver to us any Device, System or Accessory in full or partial settlement of any amount that you owe us and we will own that Device, System or Accessory.
9.8 By applying for Services and any Device, you undertake to provide your correct name, address and all other factual information and to advise us promptly of any change to your billing address. You agree that:
9.8.1 if the Account is in your name as an individual, even where you have also nominated a business name, you have full contractual capacity to agree to the agreement and are able to pay the charges; or
9.8.2 If an Account is established in the name of a company, the person that has opened the account on behalf of the company is duly authorised to bind the company to the Agreement.
10. Complaints and Privacy Complaints
10.1 Your communications with Customer Service or any of our authorised dealers or sales agents must not be menacing, threatening, amount to harassment or otherwise be of an unacceptable nature.
10.2 If you are unhappy about any aspect of the Services, you may communicate this to us by contacting Customer Service.
10.3 We may send you, or your clients using our devices or software, information about our Services and our products, including special promotions or offers.
10.4 You agree that we may use or disclose your information as required or authorised by law, or as required for emergency services, law enforcement and other approved purposes; whether the recipients of the information are in or outside Australia.
11. Our Intellectual Property Rights
11.1 The Tracking Centre Pty Ltd trademark and other related images, logos and names are proprietary marks licensed or owned by us.
11.2 All proprietary, copyright and IP used to offer our services is the sole property of The Tracking Centre Pty Ltd.
12. Suspension of Services
12.1 We may Suspend your Account or any or all Services, as appropriate, if:
12.1.1 you have not paid the Charges on time;
12.2 you have breached an important term of your Agreement or a number of less important terms, and have failed to rectify the breach after being given 7 days' notice of our intention to Suspend;
12.1.3 you die or become bankrupt, insolvent or subject to a winding up order or similar insolvency event and we reasonably believe we are unlikely to receive payment for amounts you owe to us;
12.1.4 we have reasonable grounds to believe that your communications with Customer Service or any of our authorised dealers or sales agents have been menacing, threatening, amount to harassment or have otherwise been of an unacceptable nature;
12.1.5 we are unable to continue to provide the relevant Services because of an event outside our reasonable control.
13. Our liability to you
13.1 We have no liability to you for any loss of income, business or profits, for any loss resulting from theft, failure to receive an alert, or for any consequential loss sustained and arising out of or in connection with your use of the Services or the System.
13.2 We are not liable for any loss or damage that was not reasonably foreseeable when you entered into the Agreement.
13.3 We are not liable for any loss or damage to the extent that it was caused by you, or to the extent that you have failed to take reasonable steps to minimise or prevent the loss.
14. Implied warranties and conditions
14.1 The Trade Practices Act 1974 (Cth) and the State fair trading laws imply warranties or conditions into contracts for the supply of goods or services. Where the products or Services we supply to you are not of a kind ordinarily acquired for personal, domestic or household use or consumption and it is fair or reasonable for us to do so, we limit our liability to you for a breach of these implied warranties or conditions, at our option to:
14.1.1 in the case of the supply of the System, the replacement of the system or supply of an equivalent system, the payment of the cost of replacing the system or acquiring an equivalent system, the payment of the cost of having the system repaired or the repair of the system; and
14.1.2 in the case of the supply of Services, the supply of the Services again or the payment of the cost of having the Services supplied again.
14.2 We will try to ensure the accuracy, quality and timely delivery of the Services. However, subject to sections 6 and 14:
14.2.1 we accept no responsibility and have no liability to you for any reliance on Services, or for any disruptions to, or any failures or delays in, Services; and
14.2.2 we do not make any representations as to, and have no liability to you in relation to, the accuracy, quality, currency, error-free nature of Services.
14.3 We will not be liable to you if we cannot carry out our obligations, or provide Services, because of an event beyond our reasonable control including, but not limited to, an explosion, natural disaster, earthquake, war or act of God.
15.1 We will send you information by the most appropriate of the following methods: directly communicating it to you in person, by mail using your most recent contact details given to us, by email if you have provided us with your email address or by a notice on your bill. Notices may also be displayed on our website www.thetrackingcentre.com.au
16. Other terms
16.1 Your agreement is governed by the Laws of Western Australia, and each party agrees to bring legal actions about, or under your agreement in the courts of Western Australia. The Tracking Centre reserves the right to commence an action in a jurisdiction in which you and or your company reside, at its sole discretion
16.2 If you, or we, delay, or do not take action, to enforce our respective rights under your agreement, this does not stop you or us from taking action later.
16.3 If any of the terms in your agreement are not valid or legally enforceable, the other terms will not be affected.
16.4 We may assign or transfer our rights and obligations under your agreement to a party who agrees to continue complying with our obligations under your agreement. We will give you reasonable notice of any assignment.
17.1 Software: GPS security tracking software utilised by clients to track and locate assets.
17.2 Device: devices for the location and tracking of mobile assets using gps/gsm technologies.
17.3 Accessory: any battery, battery charger, consumable item (items which are regularly replaced), software, or any other item that may be used with a System.
17.4 Account: all records about you, and your clients, including personal account and contact information, your use of Services, your Charges and payments.
17.5 Cancellation Fee: a fee charged if we terminate the agreement due to your conduct or if you terminate the agreement within the Minimum Term. This fee may cover (without limitation) your fixed periodic Charges for the Minimum Term, our administrative costs, costs incurred by us in Connecting and Disconnecting Services for you and our payments to authorised dealers.
17.6 Charges: the charges for access to, and use of, Devices, Services and Software.
17.7 Connect: the procedure by which we give you access to Services. 'Re connection' has corresponding meanings.
17.8 Customer Service: our service team who are available to help you with your queries. They can be contacted by calling +61 8 9332 3847 or by email to firstname.lastname@example.org
17.9 Product Instalment Plan: an arrangement by us where you purchase a System or Accessory and pay for the Device, System or Accessory by making periodic instalment payments to us in accordance with that arrangement.
17.9.1 Monitoring Term: The minimum fixed term for supply of Services.
17.9.2 Optional Services: any services (such as security patrol response) that are only available if requested by you and approved by us.
17.9.3 Suspension: the procedure by which we temporarily Disconnect your access to Services. 'Suspend' has a corresponding meaning.