Terms of Service

1. Agreement Terms

1.1. This Service Agreement (the "Agreement") is made by and between Asset Wolf Pty Ltd ABN 15 681 876 960 (referred to as "Supplier," "we," "us," or "our") and the Customer (referred to as "you," or "your"). The Customer is the person, company, or other entity which orders, cancels, amends, or uses the Supplier's Services and is responsible for the payment of charges and compliance with the general terms and conditions of this Agreement.

2. About the Service

2.1. The Service allows the Customer to attach a Tracking Device ("Device") to an asset and use the Asset Wolf cloud based application ("The Portal") to track and monitor the last known approximate location of the Device through approximate location tracking and monitoring.

2.2. Each Service comprises:

• 2.2.1. access to the Portal;
• 2.2.2. Tracking Device;
• 2.2.3. Data sim

2.3. There is no limit to the amount of Devices you can have on the Service.

2.4. You acknowledge and agree that:

• 2.4.1. the Service uses Bluetooth, Wi-Fi, LTE and NB-IoT technologies to help locate Devices and not all Devices use all of these technologies;
• 2.4.2. accordingly, the type, existence and extent of coverage will vary from location to location and will not be the same at all times;
• 2.4.3. we do not support the use of the Service on all mobile platforms or all browsers and it is your responsibility to acquire and maintain supported mobile platforms and browsers for use with the Service (details of which can be provided on request);
• 2.4.4. the location of Devices displayed in the Portal is approximate only and can be impacted by factors including the accuracy of GPS and other geolocation services and the distance of your Devices from where they are detected by the mobile network; and
• 2.4.5. the Service may not be available in all locations and is intended for use within Australia.

2.5. You may experience disruptions and detrimental limitations to the Services, due to a number of factors, including:

• 2.5.1. insufficient battery charge;
• 2.5.2. exposure to water or moisture;
• 2.5.3. insufficient LTE, NB-IoT or CAT-M1 network coverage;
• 2.5.4. for devices using Wi-Fi geo-location, insufficient Wi-Fi networks nearby.

2.6. To use the Service, you must have a compatible device that:

• 2.6.1. is connected to the internet; and
• 2.6.2. has a current and supported version of a major web browser (such as Chrome, Firefox, Safari, or Edge) that is regularly updated to ensure compatibility and security.

2.7. You must not use the Service (or any part of it):

• 2.7.1. for any purpose other than that for which it was intended, or in a manner that is excessive or unusual, or to menace or harass any person; or
• 2.7.2. for high risk scenarios (including scenarios where the use or failure of the Service could lead to death, personal injury or environmental damage), for mission critical or medical applications, in an embedded vehicle system, in connection with navigation or control of an autonomous or semi-autonomous vehicle or drone, or for any business-critical functions.

2.8. Extreme environmental conditions (for example, prolonged exposure to temperatures below -20°C and above 60°C) may affect and shorten the life of the Device and battery life.

2.9. Battery life estimates are approximate and influenced by temperature, installation and orientation of the device, battery selection, the frequency of location updates, network coverage, sensor integrations, peripherals, accelerometer settings.

3. Portal Terms

3.1. The Portal will store information gathered from Devices, and any other information that you input into the platform.

4. Devices

4.1. Delivery. We will deliver Devices to you during Business Hours to the address you provide at the time of ordering or as otherwise agreed with you in writing.

4.2. We will use reasonable efforts to both deliver the Devices to you by the date we tell you and update you of delivery delays (if any).

4.3. The supply of Devices depends on availability from our Supplier, and so, subject to the Australian Consumer Law provisions in the General Terms of Our Terms of Service, we cannot guarantee to meet any particular delivery date.

4.4. Risk and Title. Risk in each Device passes to you on delivery.

4.5. Title of each Device passes to you once we receive payment in full for that Device.

4.6. Warranty. Supplier warrants to Customer that the Device will conform to the Specifications in all material respects and be free of defects in materials or workmanship for a period of one (1) year from acceptance of a purchase order by Supplier. Supplier does not warrant that the Service or the Device will be error-free or that they will perform to the Specifications if used with products and services that are not part of the Service. Without limiting the other herein noted warranty exclusions, Supplier shall not have any warranty obligation for Device:

• 4.6.1. damaged following Delivery (in shipping or otherwise);
• 4.6.2. altered by Customer or others in any manner;
• 4.6.3. used in any manner inconsistent with this Agreement; or
• 4.6.4. for any loss or damage arising from unauthorised use of any accounts, usernames or passwords.

4.7. Each Device comes with statutory guarantees and other rights that cannot be excluded under consumer protection laws. Remedies are available for a breach of such guarantees or rights, including repairs or replacements and in some circumstances refunds. You can ask us to suspend your Service while your Device is being repaired or replaced.

4.8. To the maximum extent permitted by applicable law, the warranties set forth above are the only warranties made by supplier with respect to the service and the device; all other warranties whether express or implied are hereby excluded, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement.

4.9. Return Procedures. If you believe a Device is subject to a warranty claim, you shall contact Supplier and follow the commercially reasonable tests identified by Supplier to confirm whether a defect exists. If the problem persists, Customer shall return the affected Device by prepaid shipping at its cost to Supplier. Promptly upon receipt, Supplier will perform factory acceptance tests and similar methods to replicate or confirm the presence of the reported defect. If defects in the Device are confirmed, Supplier shall, in a prompt, commercially reasonable time, at its option either:

• 4.9.1. repair the Device, or
• 4.9.2. replace the Device with a functionally equivalent Device

5. Data Allowances

5.1. Each Service includes a data allowance which facilitates the transmission of location information from your Devices to the Portal. The Service only allows you to establish data connectivity, but not voice connectivity.

6. Help desk

6.1. Technical support is available during business hours.

7. Your responsibilities and other obligations

7.1. General. A reference to "you" in relation to this clause includes a reference to your End Users.

7.2. You are responsible for:

• 7.2.1. fitting, attaching and removing each Device from the item you will be tracking and we will not provide installation services to you in respect of your Devices;
• 7.2.2. pairing each Device with the asset ("Onboarding");
• 7.2.3. advising your End Users that your items will be fitted with a tracking device, and managing interactions (including making notifications and obtaining consent as appropriate or as required by law) with those parties; and
• 7.2.4. ensuring that the items the Devices are attached to comply with all applicable laws, including any laws, regulations or standards that apply to the items which the Device will be attached to.

7.3. You must not permit anyone other than us or someone authorised by us to replace any parts, carry out maintenance on, or make adjustments or repairs to, your Devices.

7.4. You must:

• 7.4.1. only use and must ensure that your End Users use Service in accordance with these terms;
• 7.4.2. comply with all our reasonable directions, instructions and requests in relation to Devices and use of the Services, including any instructions about the types of items that the hardware may be attached to or used to track;
• 7.4.3. consider whether the Service will interfere with other equipment (e.g. consider the relevant airline's policies regarding use of radio transmitters and carriage of batteries before loading the tracking hardware onto an aeroplane (whether in the cabin or luggage hold));
• 7.4.4. not use the Service in a manner which might expose us to the risk of any claim, legal or administrative action;
• 7.4.5. not resell the Service or Devices unless expressly authorised by us;
• 7.4.6. take all reasonable measures to prevent unauthorised access to or use of the Service; and
• 7.4.7. not remove, cover, alter or otherwise tamper with any labels affixed to a Device or any item they are attached to for the purpose of identifying the equipment, warranty, service coverage or other service description.

8. Fees and charges

8.1. Payment and invoicing. You agree to pay all the applicable fees and charges incurred in respect of your Service. The relevant charges for each of your Services are set out in the Critical Information Summary for this Service, or your separate agreement with us.

8.2. We will invoice you:

• 8.2.1. upfront for all Devices;
• 8.2.2. all recurring charges monthly in advance; and
• 8.2.3. all other fees and charges on or around the date they arise or as otherwise agreed between you and us in writing.

9. Term, cancellation, and third party suppliers

9.1. Term. The Service is available on a month-to-month basis and you can cancel at any time. Each Service commences on the date that the Device provided in connection with that Service is dispatched and continues until that Service is terminated or cancelled.

9.2. Cancellation. Without limiting any of our rights, we may immediately cancel your Service (or any part of it) if:

• 9.2.1. you are in breach of these terms and, acting reasonably, we consider that breach to be material; or
• 9.2.2. you breach clauses 7.3, 7.4 or 10.5 of this section of Our Terms of Service.

9.3. We will notify you as soon as reasonably possible if we cancel your Service.

9.4. Third party suppliers. You acknowledge that we purchase services from third party suppliers in order to provide the Service to you.

9.5. The service uses Google Maps. Neither we nor our third party suppliers make any warranty that the maps, images, data or any content delivered by Google Maps will be accurate or complete. By using the Service, you agree to comply with the Google Maps terms set to the extent that those terms apply to your use of the Service.

9.6. If one of our third party suppliers suspends or terminates a service we rely on to provide your Service or an aspect of your Service, we may suspend or terminate your Service or that aspect of your Service, as relevant, or transfer you to a reasonably comparable alternative service after giving you as much notice as is reasonably possible in the circumstances. If we transfer you to a reasonably comparable service and this has more than a minor detrimental impact on you, you may cancel your service without having to pay any early termination charges for that service.

10. Privacy and Surveillance

10.1. Privacy. Refer to our Privacy Statement available at www.assetwolf.com.au/privacy_policy

10.2. To provide you with the Service you consent to us determining the location of your devices. The location data and sensor data will be stored so we can provide you with a historical view of the location and condition of your Devices. Data will be deleted upon request.

10.3. We use the location of your Devices to provide you with the Service.

10.4. Your privacy and surveillance obligations. The Service has the potential to be used by you in a manner which could breach Federal, State and Territory privacy laws and Federal, State and Territory surveillance device laws. It is solely your responsibility to ensure that you use the Service as permitted by all relevant laws.

10.5. You must:

• 10.5.1. obtain all required consents and make all required disclosures and notifications to ensure that:
  • 10.5.1.1. you can lawfully access and use, and allow your End Users to access and use, the Service;
  • 10.5.1.2. you have the right to provide and make available to us all Personal Information that you provide and make available to us in connection with the Service; and
  • 10.5.1.3. we may collect, use and disclose all Personal Information that you provide or make available to us in connection with the Service as contemplated in these terms;
• 10.5.2. only use, or allow the Service (and any part of it) to be used, in accordance with these terms and in compliance with all Federal, State and Territory laws including surveillance and privacy laws; and
• 10.5.3. not use, or allow the Service (or any part of it) to be used, to determine or track the location of a person or an object in that person’s possession without their express consent or other than as permitted by all Federal, State and Territory laws including surveillance and privacy laws.

10.6. Indemnity. You indemnify us from and against any loss or damage that we suffer or incur and that arises naturally (that is, according to the usual course of things) as a result of:

• 10.6.1. your breach of clause 10.5; and
• 10.6.2. any claim by a third party that:
  • 10.6.2.1. the Personal Information of an individual was collected, used or disclosed in connection with the Service without the consent or knowledge of that individual or otherwise in breach of applicable privacy laws; and
  • 10.6.2.2. we have been tracking the location of an individual or object without the consent of the relevant individual,
• 10.6.3. except to the extent the relevant breach or claim is caused or contributed to by us. We will also take reasonable steps to mitigate any loss or damage that we suffer or incur as a result of the events in paragraphs 10.6.1 and 10.6.2.

11. Liability

11.1. We will use due care and skill in providing your service in accordance with Our Terms of Service. However, given the nature of telecommunications systems and the nature of the network, but subject to the Australian Consumer Law provisions in the General Terms of Our Terms of Service, we cannot promise that you will be able to access the Service (or any part of it) at any given time or that your Service (or any part of it) will be accurate, continuous or fault free.

11.2. You acknowledge and agree that:

• 11.2.1. while the Service can be used to help locate items with a Device attached, subject to the Australian Consumer Law provisions in the General Terms of Our Terms of Service, we are not responsible if a tagged item is lost or stolen and cannot be found using the Service; and
• 11.2.2. we are not an insurer and we do not carry any insurance in respect of real property, or personal property that you use the Service to help locate.

11.3. You indemnify us against any loss arising naturally (that is, according to the usual course of things) from a claim against us relating to your breach of any applicable law in connection with the Service, except to the extent such claim is caused or contributed to by us. We will also take reasonable steps to mitigate our loss arising from such claim.

12. Service levels and availability

12.1. We do not provide service level guarantees for the Service.

12.2. Access to the Portal is via the internet. We will not be responsible for service performance problems or lack of availability caused by issues associated with your internet connection.

12.3. Nothing in this clause 10 excludes, restricts or modifies our liability or your rights under a consumer guarantee in the Competition and Consumer Act 2010 (Cth)

13. Definitions

Business Hours means 9am to 5pm Monday to Friday (excluding public holidays) in the time zone where Devices are delivered to you.

End User means any person (other than us or our representatives) who access or uses your Services.

Personal Information means any information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not and whether the information or opinion is recorded in material form or not.

Portal means the portal we provide to you for use in connection with the Service (as further described in clause 3.1).