Terms and Conditions for CXZ Telematics as provided by Connexion Media Limited

Introduction

Connexion Media Limited ABN 68 004 240 313, Level 3, 600 St Kilda Road, Melbourne Vic 3004, Australia (“We”, “Us”, “Our”) provides a fleet vehicle management system called CXZ Telematics which gives users the ability to manage an entire fleet of vehicles from a central control point using cellular mobile connectivity.

THESE TERMS AND CONDITIONS GOVERN ALL ACCESS TO, AND USE OF, CXZ TELEMATICS AND FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS AND CONDITIONS APPLY TO YOUR ACCESS TO, AND USE OF, CXZ TELEMATICS AND ANY FLEET DATA AVAILABLE THROUGH CXZ TELEMATICS. BY ACCESSING OR USING CXZ TELEMATICS OR FLEET DATA OR SIGNING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS AND CONDITIONS.

  1. Definitions

    In these terms and conditions, unless the context otherwise requires:

    1. Business Day(s) means any day that is not Saturday, Sunday or public holiday in the state of Victoria.
    2. CXZ Telematics means the vehicle information collection and reporting system that comprises the CXZ Telematics Web Portal, CXZ Telematics Mobile Applications and the CXZ Telematics Hardware.
    3. CXZ Telematics Hardware means the device that is connected to the vehicle data port that accesses that vehicle’s central computer system to retrieve Fleet Data for the purposes of transmission over a telecommunication network to the CXZ Telematics Web Portal.
    4. CXZ Telematics Mobile Applications means any application available on a mobile device through which Registered Users can view vehicle information and Fleet Data obtained from the CXZ Telematics Hardware.
    5. CXZ Telematics Web Portal means the dynamic web portal where Registered Users can view vehicle information and Fleet Data obtained from the CXZ Telematics Hardware.
    6. Fleet Data means any data or information relating to the performance of a vehicle, including but not limited to the vehicle’s real-time location, speed, fuel consumption, fuel efficiency, distance travelled, engine performance and behaviour, as collected by the CXZ Telematics Hardware.
    7. Force Majeure Event means acts of God, weather, fire, explosion; war, invasion, riot or other civil unrest; governmental laws, orders, restrictions, actions, embargoes or blockades; national or regional emergency; injunctions, strikes, lockouts, labour trouble or other industrial disturbances; or any other events beyond the reasonable control of the affected party.
    8. Government Agency means any government or any governmental, semi- governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
    9. GST has the meaning given to that term in the GST law.
    10. GST law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    11. Initial Term has the relevant corresponding meaning given in Schedule 1.
    12. A person is Insolvent if:
      1. it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act 2001 (Cth)); or
      2. it has had a controller appointed or is in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property; or
      3. it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement); or
      4. an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or
      5. it is taken (under section 459F(1) of the Corporations Act 2001 (Cth)) to have failed to comply with a statutory demand; or
      6. it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act 2001 (Cth) (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); or
      7. he or she commits an act of bankruptcy under section 40 of the Bankruptcy Act 1966 (Cth), enters into a personal insolvency agreement under part X Bankruptcy Act 1966 (Cth) or a debt agreement under part IX Bankruptcy Act 1966 (Cth), is made bankrupt, has a trustee in bankruptcy appointed over his or her estate, or is otherwise unable to pay his or her debts as and when they become due.
      8. something having a substantially similar effect to (a) to (f) happens in connection with that person under the law of any jurisdiction.
    13. Intellectual Property means any and all:
      1. current and future registered and unregistered rights in respect of copyright, designs, trade marks, trade names, business names, trade secrets, know-how, confidential information, patents, inventions and discoveries;
      2. applications for grant of any of the above;
      3. other rights of a similar nature arising (or capable of arising) under statute or at common law in the Commonwealth of Australia or anywhere else in the world; and
      4. other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967.
    14. Laws include any requirement of any statute, rule, regulation, proclamation, order in council, ordinance or by-law whether Commonwealth, state, territorial or local.
    15. Loss means loss, cost, expense, claim or damage of any kind (including liability to a third party, loss of revenue, business, profits, goodwill or data, and indirect, consequential, incidental, special, exemplary, or punitive loss or damage).
    16. Network Operator means the third party operator of any telecommunications network on which CXZ Telematics relies.
    17. Personal Information means all information about a person that is ‘personal information’ as defined in the Privacy Act 1988 (Cth) which is collected or held in connection with these terms and conditions.
    18. Privacy Policy means Our privacy policy or statement from time to time, a current copy of which is available at http://www.cxztelematics.com/legals/index.html#privacy
    19. Registered User means a user of CXZ Telematics registered with Us.
    20. Service Provider means any of Our agents, contractors and/or licensors who provide Us with services and technology enabling Us to deliver CXZ Telematics.
    21. SIM means a subscriber identity module which is an electronic memory device for storing user specific data to allow controlled and secure use of CXZ Telematics Hardware with Our Network Operator.
    22. Subscription has the meaning given in clause 3.
    23. Subscription Fees have the relevant and corresponding meaning given in Schedule 1.
    24. Subsequent Termhas the meaning given in clause 2.1.
    25. Termhas the meaning given in clause 2.2.
    26. You, Yourself, Your means any person or entity using, or intending to use, CXZ Telematics (including any person or entity authorising such use).
  2. Term
    1. These terms and conditions will be effective for the duration of Your Subscription to CXZ Telematics. Your Subscription will continue for the Initial Term of Your chosen Subscription plan and then will automatically renew for successive 12-month periods (each period being a “Subsequent Term”) unless You provide Us with at least one month’s written notice prior to the expiration of the Initial Term or the then- current Subsequent Term of Your intention not to renew Your Subscription.
    2. For the avoidance of doubt, as used in these terms and conditions, “Term” means and includes the Initial Term and each Subsequent Term (if any).
    3. Subscription Fees are payable in respect of the Initial Term and each Subsequent Term in accordance with clause 3. We may change the amount of the Subscription Fees payable in respect of any Subsequent Term by notice in writing to You at least 45 days prior to the commencement of any Subsequent Term.
    4. Should You wish to terminate Your Subscription other than in accordance with clause 2.1, You will be liable to pay Us an amount equal to the total of the then remaining Subscription Fees which would have been payable for the remainder of the current Term.
  3. Access
    1. Subject to these terms and conditions, We grant You the right to access and use:
      1. the CXZ Telematics Web Portal;
      2. the CXZ Telematics Hardware; and
      3. the CXZ Telematics Mobile Applications,

      for the duration of the Term for the purposes of managing Your fleet of vehicles (“Subscription”).

  4. CXZ Telematics Account
    1. To use CXZ Telematics and the Fleet Data, You must be a Registered User. To become a Registered User, You must provide Us with Your information (including, without limitation, Your name, business name, address and e-mail address and any other information reasonably requested by Us from time to time).
    2. Your use of CXZ Telematics requires a user name and password. It is important that You keep Your user name and password secret and secure. You are entirely responsible for maintaining the confidentiality of Your user name and Your password. You are responsible for all usage or activity on Your account including, without limitation, use by any person using Your user name or password.
    3. You may change Your password at any time by following the instructions on the CXZ Telematics Web Portal.
    4. You agree to notify Us immediately of any unauthorised use of Your user name and password or any other breach of security associated with Your account.
  5. Conditions of Use
    1. You must not use CXZ Telematics in any way that infringes a third party’s Intellectual Property or other rights or use CXZ Telematics in any manner which is unlawful, offensive, threatening, defamatory, fraudulent, misleading, deceptive or otherwise inappropriate.
    2. Except as expressly authorised by (and subject to any conditions prescribed under) any applicable Law, You must not, in any form or by any means:
      1. copy, adapt, reproduce, store, distribute, print, display, perform, broadcast, publish, communicate to the public, make available to the public or create derivative works of the whole or any part of CXZ Telematics (including all trade marks);
      2. merge or use the CXZ Telematics Hardware with any other hardware, software, products or services;
      3. sublicense, lease, rent, loan, disclose or otherwise transfer CXZ Telematics Hardware to any third party;
      4. interfere with or disrupt (or attempt to interfere or disrupt) CXZ Telematics, any servers or networks connected to CXZ Telematics or any other Registered Users’ use of CXZ Telematics;
      5. disassemble, or reverse engineer or otherwise decompile CXZ Telematics or otherwise attempt to derive source or object code of a SIM or any software running on the SIMs;
      6. resell or otherwise use CXZ Telematics to provide any services to third parties or permit third parties to remotely access and use CXZ Telematics or use or allow the CXZ Telematics Hardware to be used to develop a product line that is similar to CXZ Telematics;
      7. reconfigure, reprogram, repurpose, or otherwise interfere with the ordinary operation of CXZ Telematics Hardware, or any incorporated software;
      8. publish the results of any benchmark or performance tests on CXZ Telematics or its component parts; or
      9. use CXZ Telematics:
        1. for the transmission of material that contains software viruses or any other disabling or damaging programs;
        2. in any way which does or could impair or damage Our Network Provider’s network or the provision of CXZ Telematics in a way that would interfere with other users’ use of the Network Provider’s network;
        3. in a way which involves SIMs being included in (fixed) global system for mobile (GSM) adapters;
        4. for the transmission of voice (including voice over internet protocol (VOIP);
        5. to attempt to penetrate security measures whether or not the intrusion results in the corruption or loss of data;
        6. for Internet relay chat (IRC), peer to peer file sharing (P2P), bit torrent, or proxy server network, spamming, the sending of bulk unsolicited emails or commercial messages or maintaining an open SMTP relay;
        7. in a manner that could lead to death, personal injury, or severe physical injury or environmental damage (for example life support machines) due to the failure of CXZ Telematics; or
        8. fraudulently or illegally or in violation of these terms and conditions.
    3. You must use CXZ Telematics for lawful purposes and only for the purposes of managing Your fleet of vehicles.
  6. Support Servicese
    1. You acknowledge that CXZ Telematics is provided “as is” and may not be free from error or interruption or delay in access and that CXZ Telematics may be unavailable during planned or unplanned outages or scheduled or unscheduled maintenance periods. We will take all reasonable steps to notify You of when outages or maintenance occurs and when the CXZ Telematics Web Portal is temporarily unavailable, but will not be liable for any Loss incurred by You as a result of any delay or error in accessing CXZ Telematics.
    2. We agree to provide You with all reasonable assistance to remedy any technical malfunctions or logistical difficulties in:
      1. the CXZ Telematics Web Portal;
      2. the CXZ Telematics Hardware; and
      3. the CXZ Telematics Mobile Applications,

      including but not limited to malfunctions or difficulties resulting in the inaccurate collection and reporting of Fleet Data, as soon as reasonably practicable after being notified by You of such malfunctions or difficulties.

    3. To the extent that any CXZ Telematics Hardware is decommissioned due to any malfunction or damage not attributable to:
      1. any breach of these terms and conditions by You (in particular, without limitation, clause 5);
      2. any wilful misconduct by You; and/or
      3. any unlawful or negligent act or omission by You,

      We will credit Your account for the period in which the relevant CXZ Telematics Hardware is not in use until a replacement is provided. Otherwise, we reserve the right to charge You a minimum fee of $150 for the replacement of each CXZ Telematics Hardware unit required by You.

    4. We reserve the right to make any changes to CXZ Telematics as considered necessary or desirable by Us including, without limitation, updates and new releases. We will use all reasonable endeavours to give prior notice of such changes to CXZ Telematics to the extent that there is any adverse effect on the functionality or performance of CXZ Telematics but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects to CXZ Telematics).
  7. Payments and Fees
    1. You agree to pay Us the Subscription Fees in accordance with the Subscription plan option You have selected for access to and use of CXZ Telematics.
    2. Subscription Fees payable on a monthly basis will be charged to Your registered credit card. You must ensure that You provide us with valid credit card details and inform us of any change in those details during the Term.
    3. We may terminate or suspend Your access to, and use of, CXZ Telematics if You are late in payment of any Subscription Fees under these terms and conditions (including where any scheduled payment is rejected or unable to be processed).
    4. Unless otherwise stated, all Subscription Fees are quoted in and payable in Australian Dollars and are exclusive of GST and applicable postage and handling fees.
  8. GST
    1. In this clause, expressions have the same meaning as they have in the GST law.
    2. To the extent that We make a taxable supply in connection with these terms and conditions, the consideration payable by a party under these terms and conditions represents the value of the taxable supply for which payment is to be made.
    3. Subject to clause 8.4, if We make a taxable supply in connection with these terms and conditions for a consideration which, under clause 8.2, represents its value, then if You are liable to pay for the taxable supply , You must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
    4. Our right to payment under clause 8.3 is subject to a valid tax invoice being delivered to You.
    5. Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with these terms and conditions.
  9. Privacy
    1. To the extent that We collect any Personal Information, We will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to such information. Our Privacy Policy shall apply to You, Your use of CXZ Telematics and Our use of Your Personal Information.
    2. By subscribing to use CXZ Telematics in accordance with these terms and conditions, You consent to the collection, use, disclosure and storage of Your Personal Information in accordance with Our Privacy Policy.
  10. Amendments to terms and conditions
    1. We reserve the right to amend these terms and conditions at any time on written notice to You. Any amendments shall be effective immediately upon notification on the CXZ Telematics Web Portal.
    2. Your continued use of CXZ Telematics following such notification will represent an agreement by You to be bound by the terms and conditions as amended.
  11. Fleet Data
    1. To the fullest extent permitted by law, We do not represent or warrant:
      1. the suitability for Your intended use of any Fleet Data on CXZ Telematics; or
      2. that CXZ Telematics or the Fleet Data will be uninterrupted or error-free or defect-free or that errors or defects in CXZ Telematics or the Fleet Data will be corrected.
    2. We exclude any and all liability to You in connection with Your reliance on any Fleet Data.
    3. We own all rights, including but not limited to Intellectual Property rights, in the Fleet Data and We reserve Our rights to use or dispose of the Fleet Data at Our absolute discretion, subject to compliance with Our obligations under applicable law.
  12. Intellectual Property

    Nothing in these terms and conditions grants You any ownership, interest or title in, or otherwise affects the ownership of, CXZ Telematics or any Intellectual Property therein.

  13. Warranties and Liability
    1. You represent and warrant to Us on a continuing basis that:
      1. You will provide all information and access to Your premises and vehicles as reasonably required by Us to perform Our obligations under these terms and conditions in a timely manner;
      2. You will comply with all Laws and any industry codes that are related in any way to these terms and conditions;
      3. You will use up-to-date commercially available systems to protect the security of Your information technology infrastructure;
      4. Your use of CXZ Telematics is in accordance with these terms and conditions does not and will not breach any laws or infringe the rights or duties owed to any person, whether arising under contract, common law or statute; and
      5. You will, at Your own cost, procure and maintain appropriate insurance policies including public liability insurance and motor vehicle third party liability and property damage insurance which are required by law and consistent with reasonable commercial practices.
    2. You acknowledge that the availability and functionality of CXZ Telematics, and Your ability to access and use CXZ Telematics, may depend on factors and circumstances beyond Our control including telecommunications network issues (such as network capacity restrictions, physical and environmental conditions, technical constraints and Network Operator issues), Service Provider issues and factors that prevent intended recipients from receiving alerts and other communications (for example, CXZ Telematics Hardware failure, Service Provider and account issues). We cannot therefore claim or guarantee that CXZ Telematics will be available to You at all times or be free from faults or interruptions.
    3. You acknowledge and agree that:
      1. any Fleet Data downloaded or otherwise obtained through CXZ Telematics is so downloaded or obtained at Your own discretion and risk, and You are solely responsible for any damage to Your computer system or for loss of data that results from any such download;
      2. no advice or information, whether oral or written, obtained by You from Us or through CXZ Telematics will create any warranty not expressly included in these terms and conditions or required by law; and
      3. CXZ Telematics is provided on an ‘as is’ and ‘as available’ basis. Except for any Non-excludable Guarantee (as defined in clause 13.5 below), We and Our Service Providers exclude all terms, conditions, warranties and guarantees implied by custom, the general law or statute.
    4. Without in any way limiting the above, You expressly acknowledge and agree that We and Our Service Providers make no warranty that:
      1. CXZ Telematics will meet Your requirements, or will be uninterrupted, timely, secure, or error-free;
      2. the Fleet Data obtained from Your use of CXZ Telematics will be accurate or reliable; or
      3. the Fleet Data downloaded or obtained by You through CXZ Telematics will meet Your expectations or requirements.

      The use of the Fleet Data obtained or downloaded from CXZ Telematics is entirely at Your own risk and We take no responsibility for any Loss suffered by You in reliance on the Fleet Data.

    5. Any condition, warranty or guarantee that legislation applies to the supply by Us to You of CXZ Telematics under these terms and conditions is taken to be included in these terms and conditions, if that legislation renders void or prohibits contractual provisions which:
      1. exclude, restrict or modify; or
      2. which have the effect of excluding, restricting or modifying,

      the application of, exercise of a right conferred by, or any liability under, such condition, warranty or guarantee (‘Non-excludable Guarantee’).

    6. To the maximum extent permitted by law, We limit Our liability for any breach of any Non-excludable Guarantee, at Our option to one or more of the following:
      1. in respect of the supply of the CXZ Telematics Hardware:
        1. the replacement of the CXZ Telematics Hardware;
        2. the repair of the CXZ Telematics Hardware;
        3. the payment of the cost of replacing the CXZ Telematics Hardware; or
        4. the payment of the cost of having the CXZ Telematics Hardware repaired; and
      2. in respect of supply of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
    7. You acknowledge and agree that, to the maximum extent permitted by law:
      1. We and each of Our Service Providers, exclude all liability to You for any Loss suffered by You in any way relating to these terms and conditions or Your use of CXZ Telematics regardless of the basis of such liability and even if advised of the likelihood of such Loss;
      2. We and each of Our Service Providers, exclude all liability to You for any damage whatsoever suffered by You or any third party arising from any error or malfunction of the CXZ Telematics Hardware; and
      3. If any of Our or Our Service Providers’ liability to You in connection with these terms and conditions or Your Use of CXZ Telematics cannot be excluded in accordance with clauses 13.7(a) and (b), such liability is limited, in aggregate, to an amount equal to the total Subscription Fees that You have paid to Us during the relevant Term.
  14. Indemnity
    1. You agree to indemnify and hold Us and Our officers, employees and agents (“those indemnified”) harmless against all Loss suffered or incurred by those indemnified in connection with:
      1. any breach of these terms and conditions by You (in particular, without limitation, clause 5);
      2. any wilful misconduct by You; and/or
      3. any unlawful or negligent act or omission by You.
  15. Public statements

    You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to Us without Our prior written consent.

  16. Suspension and Termination
    1. We may, at any time, by 30 days’ notice to You, terminate Your Subscription for any reason whatsoever. If We exercise this right We will refund to You a pro-rated proportion of any Subscription Fees that You have paid under clause 7.1) having regard to the date of termination and the remainder period of the Term in respect of which those fees were paid.
    2. We may, at any time, by reasonable notice to You where reasonably possible, temporarily, or indefinitely, suspend, disable or terminate Your Subscription, or Your access to CXZ Telematics (or any part of it), if any one or more of the following applies:
      1. such suspension or termination is reasonably required for the maintenance (including preventative and routine maintenance), support, operation or security of CXZ Telematics;
      2. We believe on reasonable grounds that You are in breach of any provision of these terms and conditions;
      3. We believe on reasonable grounds that You do not have all necessary authorisations to perform Your obligations under these terms and conditions;
      4. We believe on reasonable grounds that You have engaged in any conduct which may bring Us, CXZ Telematics or any of Our Service Providers into disrepute;
      5. a Network Operator, Service Provider or Government Agency requires it; (f) You do not pay the Subscription Fees when they fall due.
    3. We reserve the right to terminate these terms and conditions with immediate effect by notice if:
      1. You become Insolvent; or
      2. You breach these terms and conditions, the breach is capable of remedy and You fail to remedy it within 7 days of receiving written notice requiring it to be remedied.
    4. Upon the termination or expiration of these terms and conditions:
      1. You must pay Us any outstanding Subscription Fees;
      2. You must return to Us the CXZ Telematics Hardware installed on Your vehicles at Your own cost;
      3. You must cease to access and use CXZ Telematics including the CXZ Telematics Web Portal and the CXZ Telematics Hardware;
      4. Your user name and password for CXZ Telematics will expire after 30 days;
      5. We will delete all Fleet Data relevant to Your Subscription that is held in Our servers within 30 days (though de-identified data may be retained and used by us indefinitely in accordance with clause 11.3); and
      6. Clauses 8 (Privacy), 11(Intellectual Property), 12 (Warranties and Liability), 13 (Indemnity), 14 (Public Statements), 15.4, 15.5, 16 (Dispute Resolution), 17 (Notice) and 19 (General Provisions) continue.
    5. The termination or expiration of these terms and conditions for any reason does not extinguish or otherwise affect any rights of any party against the other which accrued prior to the time of the termination, or otherwise relate to or arise from any breach or non-observance of obligations under these terms and conditions which arose prior to the time of termination, or which by their nature survive termination.
  17. Dispute Resolution
    1. Any dispute relating to these terms and conditions ("Dispute") must, prior to a party initiating litigation (other than for equitable or interlocutory relief), be dealt with as follows:
      1. the affected party will notify the other with details of the Dispute ("Dispute Notice") and, within 14 days of receiving the Dispute Notice, a nominated representative from each party will meet together and attempt to resolve the Dispute;
      2. if unresolved within 28 days of the Dispute Notice, the Dispute will be escalated to two more senior executives from each party who will meet and attempt to resolve the Dispute;
      3. if still unresolved within a further 28 days of being escalated, either party may refer the Dispute to mediation in accordance with the rules of the Australian Commercial Disputes Centre and the parties must participate in that mediation in good faith;
      4. if the parties cannot agree on a mediator within a further 28 days, the Dispute will be referred by the parties to the President, Australian Commercial Disputes Centre, Sydney to nominate a suitably qualified mediator and the parties will accept that nomination;
      5. the parties will cooperate to enable the mediator to mediate the Dispute within 30 days of the mediator's appointment; and
      6. the fees of the mediator will be paid by the parties in equal proportion.
  18. Notice
    1. Notice must be in writing and in English, and may be given by an authorised representative of the sender.
    2. Notice may be given to a party:
      1. personally;
      2. by leaving it at the party's address last notified;
      3. by email;
      4. by sending it by pre-paid mail to the party's address last notified;
      5. by sending it by facsimile to the party's facsimile number last notified and then confirming it by pre-paid mail to the party's address last notified.
    3. Notice is deemed to be received by a party:
      1. when left at the party's address;
      2. if sent by pre-paid mail, on the third Business Day after posting;
      3. if sent by email, on the next Business Day after the email is sent; and
      4. if sent by facsimile and confirmed by pre-paid mail, at the time and on the day shown in a sending machine's transmission report which indicates that the whole facsimile was sent to the party's facsimile number last notified (or if the day shown is not a Business Day or if the time shown is after 5:00 pm in the party's time zone, at 9:00 am on the next Business Day).
  19. Force Majeure
    1. A party is not liable for a breach of these terms and conditions, to the extent that the breach is caused by a Force Majeure Event and for the period that the Force Majeure Event continues, if that party:
      1. notifies the other party as soon as reasonably practicable of the breach and details regarding the relevant circumstances; and
      2. exercises its best endeavours to remedy the breach or otherwise rectify the cause of that breach as quickly as possible.
    2. Either party may terminate these terms and conditions if a Force Majeure Event affecting the ability of a party to perform its obligations continues for more than 30 days.
  20. General provisions
    1. These terms and conditions constitute the entire agreement between You and Us regarding Your Subscription and use of CXZ Telematics.
    2. You must not assign, transfer or otherwise deal with any right under these terms and conditions without Our prior written consent, which will not be unreasonably withheld.
    3. If We waive, in whole or part, any rights available to Us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
    4. If any of these terms and conditions is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from these terms and conditions, in which case, the remainder of these terms and conditions shall nevertheless continue in full force.
    5. The laws governing these terms and conditions will be the laws in the State of Victoria, Australia and You irrevocably submit to the non-exclusive jurisdiction of the courts of that State, without regard to conflict of law provisions.

Effective 20 January 2017

SCHEDULE 1

Plan A

“Initial Term”

24 months

“Subscription Fees”

$400 per vehicle, single upfront payment.

Inclusions

CXZ Telematics Hardware for each vehicle

Cellular data fees

Access to the CXZ Telematics Web Portal

Access to the CXZ Telematics Mobile Applications

Built in reporting

Service maintenance and support

 

Plan B

“Initial Term”

12 months

“Subscription Fees”

$220 per vehicle, single upfront payment.

Inclusions

CXZ Telematics Hardware for each vehicle

Cellular data fees

Access to the CXZ Telematics Web Portal

Access to the CXZ Telematics Mobile Applications

Built in reporting

Service maintenance and support

 

Plan C

“Initial Term”

12 months

“Subscription Fees”

$19.95 per vehicle per month*, payable monthly in advance.

*Total cost $239.40 plus GST and postage. Additional fees and charges may apply.

Inclusions

CXZ Telematics Hardware for each vehicle

Cellular data fees

Access to the CXZ Telematics Web Portal

Access to the CXZ Telematics Mobile Applications

Built in reporting

Service maintenance and support