1. General Provisions
1.1. These website terms and conditions apply and operate in addition to (and do not substitute) your Connection Agreement (Tracking form) to maintain a connection to GPSengines products and services.
1.2. Where you have an additional Connection Agreement with an approved network provider, these website terms and conditions will apply to your use of our website, the content, and all of the products and services offered or promoted by us on our website.
2.1. "Website" means any Internet website owned and operated by us. "Goods" means all GPS Tracking products and related accessories, software and other goods or services of any kind which are supplied by us to you under these Terms.
2.2. Where you purchase any Goods or services presented on the Website or otherwise use the Website, the Website terms and conditions will apply. In the event of any conflict between these Terms and the Website trading terms, these Terms will prevail. Where you acquire Goods or services supplied by other parties through the Website or through links on the Website, we are not liable to you in any way for those Goods or services.
2.3. These Terms may not be modified, amended, cancelled or waived in whole or in part except as agreed by us in writing. We may amend these Terms from time to time and if you continue to order Goods or services from us after these Terms have been amended, you will be deemed to have agreed to the amended Terms.
3. Price and Orders
3.1. Each order made must be accompanied by payment by way of cash, credit card, cheque or direct debit. Each order requiring credit or payment on invoice terms will be subject to GPSengine Ltd's approval of our standard Credit Application Form or alternative credit arrangement approved by GPSengine Ltd's authorised representative. Delivery of Goods pursuant to an order containing conditions of purchase inconsistent with these Terms will be deemed to be a counter offer and acceptance of such Goods by you will constitute acceptance of these Terms in place of any conditions of contract contained in your order.
3.2. Orders for Goods or services may not be cancelled without our prior approval in writing.
3.3. All prices quoted are in $AUD, exclusive of GST and freight/delivery charges, unless otherwise stated.
3.4. The price of the Goods and any services we provide may be altered by us without notice but we may from time to time notify you of any alteration to the price of the Goods or services in writing. Unless otherwise agreed by us, the price payable for Goods and services is the price stated on the invoice for the Goods and/or services.
3.5. Where we deliver Goods or services in installments, each delivery installment will be invoiced separately without reference to any other installments.
4.1. You must pay for the Goods and any services on or before the 20th day of the month following the date of delivery to you, or immediately upon the commencement of any action or proceeding by a third party involving your solvency, whichever is the first to occur ("Due Date").
4.2. You must pay for the Goods and any services in full without deduction or set-off and pay goods and services tax (pursuant to the Goods and Services Tax Act 1985) and any other government duties, levies or taxes in respect of the Goods and/or services.
4.3. If you fail to pay for any Goods and/or services by the Due Date or otherwise fail to comply with any of these Terms, we may:
- revoke any credit accommodation and require all further sales to be on a cash-before-delivery basis;
- require that all amounts owing to us are immediately due and payable without deduction;
- rescind all discounted quotations or rates and recalculate outstanding charges;
- require you to pay interest on the overdue amount at a rate per annum equivalent to our then current bank overdraft rate plus five percent, calculated on a daily basis from the Due Date until the date payment is made in full; and
- suspend further deliveries of Goods and services to you until you have paid the overdue amount in full together with any interest payable thereon.
- terminate the monthly connection services to any connected units against the same account
- require the immediate return of all GPS Tracking units & hardware for which payment has not been made
- list the outstanding amounts with Veda Advantage or other such Credit Reporting Agency as a default and or commence recovery action for such amounts, plus the costs of collection and recovery
4.4. We may at any time set-off amounts owed by us to you against amounts owed by you to us.
4.5. We may at any time, refuse to extend further credit to you and our approval of your application for credit does not oblige us to extend to you any particular amount of credit.
5. Delivery and Risk
5.1. We will use reasonable endeavours to deliver Goods ordered within a reasonable time and subject always to the same being in stock. We will not be liable for any loss or damage for failure or delay in delivery (including consequential loss or liability for any amount payable by you to a third party).
5.2. Unless otherwise agreed in writing, you will be responsible for all costs of delivery. Where we deliver the Goods to premises nominated by you and you fail to provide access to those premises at the time of delivery, we may charge you for all costs and expenses of storage and redelivery of the Goods.
5.3. From the time that the Goods are loaded for delivery to you, or collected by you or your agent, you will bear the risk of loss of or damage to the Goods and will insure the Goods against such risk.
5.4. All claims for shortage or discrepancy between Goods ordered and Goods delivered must be notified to us within 72 hours of the date of delivery. Where Goods appear to be damaged on delivery you must contact us immediately.
6.1. The Goods will remain our property until you have paid all amounts payable by you to us.
6.2. Pending payment in full, you will store the Goods in such a manner that the goods are readily identifiable as our property.
7. Recovery of Goods
7.1. If you fail to make payment in full by the Due Date, fail to comply with any of these Terms, commit an act of bankruptcy, or enter into an arrangement with all or any number of your creditors, or being a company have a receiver appointed, or go into liquidation whether voluntarily or otherwise, or die, or if goods are "at risk" within the meaning of the PPSA, we will be entitled to repossess and sell Goods ordered by you and, where reasonably necessary for such purpose, may enter any premises where such Goods may reasonably be expected to be held.
8.1. You will pay on demand all costs and expenses incurred by us in connection with the enforcement or attempted enforcement of these Terms, including, without limitation, losses, costs and expenses sustained as a result of a default by you in the performance of any of your obligations under these Terms.
8.2. You agree to pay our prices, charges and costs in accordance with the terms contained in your Connection Agreement (if you have one), any Other Agreement, or in accordance with the terms which we display for any particular product or service, whether on our website or otherwise.
8.3. You agree to do so irrespective of who uses the products or services which we supply to you. These prices, charges and costs will appear on your bill from us.
9.1. Subject to the extent permitted by law, Goods supplied are subject to warranties and guarantees by the manufacturer only. We will pass on the benefit of these to you, without being directly liable to you for any defects in the Goods.
9.2. We warrant that GPSengine Ltd and ArmadaGPS branded Goods are free from defects for a period of 12 months from date of purchase, provided that our liability for defective GPSengine Inc Ltd or ArmadaGPS branded Goods will be limited to replacement of the Goods or repair of the Goods at our option. We warrant that any services we provide to you will be performed in a professional, best practices good tradesman like manner. You will have no claim with regard to Goods which have been altered or in any way utilised by you. We will not in any circumstances be liable for any loss or damage caused by wilful or accidental damage, negligent or improper use, maintenance or storage, or other circumstances beyond our control.
10.1. GPSengine Ltd will accept the return of goods within 30 days and provide a full refund under the following conditions:
10.2. Returns of Goods or returns for attention to services provided must be to the initial provider of the goods & services in the first instance - GPSengine Ltd, or it's authorised Reseller or Installer. Returns must include:
- the relevant invoice number and date of purchase
- the fleet or unit ID and SIM card #
- goods are returned unused in their original condition and in undamaged original packaging
- a written description of the fault / defect / issue is lodged with the initial provider of the goods & services or forwarded to email@example.com
- all freight and handling charges for the return of the Goods have been paid by you.
11. Suspension or Cessation of Service
11.1. If we suspend your use of any service, then you will still be required to pay us any connection related charges or minimum payments applicable to that service and the disconnected period of service prior to that or any other service being recommenced.
12. Consumer Guarantees Act 1993
12.1. If you are using our website or any of our products or services for purposes other than in relation to a business, then we accept that you may have rights under the Consumer Guarantees Act 1993 or other legislation. Nothing in these website terms and conditions is intended to affect any rights which you may have under such legislation which we are unable by law to exclude or limit
12.2. Where you on-sell the Goods to another party for business purposes, you will contract out of the guarantees implied by the Consumer Guarantees Act 1993 with that party in writing.
13. Intellectual Property
13.1. All trademarks, trade names, copyrights, patents and other intellectual property rights used in connection with or embodied in the Goods (including without limitation their design and specifications, their hardware and software and all documentation and manuals relating to the Goods) ("Intellectual Property Rights") will be and remain the sole property of us or the supplier of the Goods to us or such other party as we may identify. You will give us prompt notice of:
- any claim that is made against you or any of your customers challenging our Intellectual Property Rights and/or
- any action by any third party which infringes or is likely to infringe our Intellectual Property Rights
- and we will have the right to defend any such claim or action and make settlement of the same at our sole discretion. You will give such assistance as we may reasonably require to settle or oppose any such claim or action and to protect our Intellectual Property Rights within New Zealand.
13.2. If your account is terminated, you must immediately discontinue use of any of our Intellectual Property Rights in any sign, or advertising and thereafter you will not use those Intellectual Property Rights directly or in connection with your business.
13.3. This clause 13 will survive the termination of your account with us.
14. Privacy - Credit Reporting
14.1. Information disclosed in the course of this Application for Credit may be disclosed to a credit reporting agency. We are allowed to give any credit reporting agency: personal information about your Application for Credit;
- the fact that you have applied for credit and the amount;
- the fact that we are a credit provider for you;
- details of payments which become overdue outside of agreed trading terms and for which collection has commenced;
- advice of cheques drawn by you which have been dishonoured;
- information in specific circumstances, where in our opinion you have committed a serious credit infringement; and
- advice that credit provided to you by us has been paid or otherwise discharged.
14.2. You authorise us to obtain personal information about you from Veda Advantage or any Credit reporting agency or a credit provider for the purpose of assessing your application for Credit (including information as to creditworthiness) and authorise that agency or provider to provide that information to us for that purpose.
15.1. We may require you, or if you are a company, your directors, to give a guarantee and indemnity in the form of GPSengine Ltd's Directors' Guarantee.
15.2. Where you comprise of more than one party, then each reference in these Terms to you will be a reference to each such party jointly and severally and your obligations under these Terms will bind each such party jointly and severally.
15.3. You will immediately notify us of any change in your name, ownership or address. Notwithstanding any such change you will remain liable for all amounts owing to us under these Terms until you have received written confirmation from us that your account has been closed, full payment of money owing has been received and a new account has been opened in the name of the new entity.
15.4. You will indemnify us for all liabilities, claims, losses, expenses, damages or costs resulting from any claim or action by a third party in relation to the Goods or any services we provide.
15.5. If requested by us, you will take out and maintain public liability insurance with an insurer, and on terms, approved by us.
15.6. Failure by us to insist upon compliance with any provisions of these Terms does not constitute a waiver of that provision and we will be entitled to insist upon compliance with all provisions of these Terms at any time.
15.7. If any provision or part of a provision of these Terms is found to be invalid or unenforceable then that provision or part thereof will be severed and the remaining provisions will continue to be binding and have full force and effect on you and us.
15.8. The laws applicable to these Terms are the laws of New Zealand.
15.9. GPSengine deems presentation of a vehicle or request for goods & services to be by the lawful owner, or bona fide agent or representative. We accept no responsibility for incorrect representation including all subsequent data and information provided within our goods & services.
16. Subcontractors & Agents
16.1. We may use subcontractors, resellers, and agents to provide products or services to you. We will not be liable to you, or anyone claiming through you, for the direct or indirect consequences of any failure or default by any such contractor. We will use best professional business practise to ensure that a competent, tradesmen-like service is available to you for the delivery of goods & services.
16.2. We may use external sales & marketing, promotional, technical, operational or other outsourced providers to sell, install, market, support or facilitate orders or perform other functions. We use commercially reasonable diligence to restrict the purposes for which these outsourcing providers may use your personally identifiable information. Although we use good faith efforts to impose, and/or ensure compliance by our outsourcing providers, we cannot, and will not, be responsible to users for misuse of personally identifiable information by such outsourcing providers.
17.1. We reserve the right, at our sole discretion and without any notice, to change, modify, add, or remove any portion of these terms and conditions at any time.
17.2. Changes in these terms and conditions will be effective when the revised terms and conditions are posted. Your use or continued use of any site after any changes to these terms and conditions are posted will be considered acceptance of those changes.
17.3. You should read our Terms & Conditions and the related Privacy, & Returns Policies posted on our website and other related information regularly to ensure that you continue to agree with our Terms & Conditions..
17.4. If we decide to change these Terms & Conditions, we will post the changes on one or more sites and/or other places we deem appropriate.
18. Limitation of Liability
18.2. We (including our officers, employees, authorised subcontractors and agents) will not be liable (whether in contract, tort or otherwise whatsoever) to you or any third party claiming through you, for any direct, indirect or consequential damage, incidental, compensatory loss, cost or expense (including loss of profits, loss of data or revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings which you might have had) arising from the use of our website, its Content, or through the use of any of our products or services.
18.3. In no event will we be liable for any incidental, special, consequential, direct or indirect damages arising out of or relating to the use or inability to use any site or service related thereto including, without limitation, damages or loss or corruption of data or programmes, service interruptions, and / or procurement of substitute services even if we know or have been advised of the possibility of such damages. Under no circumstances will our aggregate liability on any firm of action whatsoever in connection with this agreement and the goods and services provided within exceed the price paid by you to us.
18.4. We will provide those products and services which you order from us, with reasonable care and skill and within a reasonable time-frame unless we expressly stated otherwise, however we do not represent or warrant that any product or service offered or supplied by us will:
- operate on a continuous or fault free basis, or at any particular time or location;
- be secure or private; or
- be free of viruses or other harmful features.
18.5. We will use all reasonable endeavours to restore any services outages as soon as reasonably possible.
18.6. Although we will maintain best endeavours to keep our website and its Content up to date and accurate, we do not represent or warrant that all Content displayed on our website is up to date or accurate at all times.
18.7. We do not warrant or take responsibility for the content of any third party website which may be linked to our website at any time. The links to such sites which we include in our website are for the purposes of information and convenience for you and we do not necessarily endorse the content of those third party sites; or
18.8. Information which is obtained from third parties and which we may post on our website at any time. We do not necessarily endorse the products or services referred to in the information; or
- The acts or omissions of any third parties, in relation to any default by them in relation to the provision of, or access to, any of our products or services;
19. Website Use
19.3. When we refer to "you" or "your," we mean the person accessing the site. If the person accessing the site does so on behalf of another person, including a business or other organisation, "you" or "your" also means that other person, including a business organisation.
20.1. These site(s) are copyrighted © 2007 - 2018 on by us and we reserve all rights.
21.1. We require you to comply with all applicable laws, regulations, standards and codes including but not limited to the Fair Trading Act 1986, Copyright Act 1994, and the Privacy Act 1993;
21.2. We require you to ensure that anyone who uses our products or services as supplied to you, does so in accordance with these terms and conditions as well as any Connection Agreement which you have with us
22. Limited License
22.1. Your right to use such software is limited to being a licensee (not owner) upon license terms and conditions as may be notified to you by us or one of our third party suppliers at the time the software is downloaded to your Device;
22.2. If these licence terms are not notified to you and are not contained anywhere in the software which is downloaded to your Device, then you will receive a personal, revocable and non-transferable licence to use that software solely for use in conjunction with the relevant product or service which is offered by us and for no other purpose. Any reverse engineering, decompilation, reproduction or redistribution of the software or any component of it is expressly prohibited.
22.4. We authorise you to view and download materials from the sites only for your use in connection with the purchase or evaluation of our products and services or within membership, forum or survey activity invited through a site, subject to the following restrictions.
- You must not copy or reproduce (whether digitally, electronically, by framing or linking, or in hard copy or by any means whatsoever) or in any way use any of our Intellectual Property without our prior written consent, unless such copying, reproduction or use is required for the purpose of using any of our products or services in the manner in which they are intended to be used.
- You may not resell (in any way) the Content of our website to third parties.
23. Non Disruption
23.1. You agree not to interrupt or attempt or cause any other person or party to disrupt, damage or interrupt the operation of any site in any way.
24. Information Posted on the Site
24.1. For the purposes of membership & user forums, support groups, supplier & technical representatives, surveys and marketing promotions, you should not provide to us any information or material that you do not want published on a site or presented to other users of a site.
24.2. You represent and warranty that you have the authority to grant to us the right to use the likeness of any person appearing in any graphic material in the commercial promotion of our products and/or services and you grant to us that right;
24.3. You also grant us and our suppliers the perpetual, global, non-exclusive and royalty free right to use that intellectual property in the context of our businesses.
24.4. You grant to us the right to enforce all intellectual property rights in such materials including, without limitation any user of a site or other person who copies, replicates, or duplicates any such materials; and
24.5. We are free to use any ideas, concepts or know-how contained in such information without any compensation or remuneration to you.
25. Misuse of the Sites
25.1. You may not make any statements on, or provide or post any information to, a site that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that, without due authorisation, incorporates the proprietary material of another
26. Disclaimer of Warranties
26.1. Our sites and all material available on them or through them are provided to the user with a disclaimer for all faults and all risk as to satisfactory quality, performance, accuracy, merchantability, fitness for a particular purpose.
27. Changes to the Sites
27.1. We will endeavour to advise you in a professional and timely manner of projected and intended changes to the site(s) and invite your feedback through membership, user, supplier and technical forums on existing and amended features.
27.2. We may terminate, change, suspend, or discontinue any aspect of any site, including the availability of any features of any site, at any time. We may also impose limits on certain features and services or restrict your access to parts or a site or one or more entire sites. We may terminate the authorisation, rights, and license given above and, upon such termination, you will immediately destroy all materials that you obtained from or through the site and that are in your possession or control.
28. Responsibility for Username and Password
28.1. We may provide to you a username and a password or a PIN # or equivalent means of security to use in accessing one or more sites or to use in accessing your account information from GPSengine Ltd or one of it's authorised Resellers or representatives.. Until you notify us otherwise and we have provided confirmation of that notification, we will assume that every transaction entered into, and every act or omission undertaken using your username and password are fully authorised by you.
28.2. Other than in the event of your account information including your name, password, or PIN # being compromised by our gross negligence, you are entirely and absolutely responsible for all activity performed using your username and password.
28.3. It is your responsibility to maintain security of your password and account access information and to distribute it in a controlled manner to members of your family or business or organisation and to advise GPsengine Ltd immediately in writing if you believe the integrity of your security and account access to be compromised.
29.1. GPSengine Ltd undertakes to meet its responsibilities and obligations under the NZ Privacy Act 1993 and its subsequent amendments.
29.2. When and if you order products or services using a site or register for an event, we request information from you using an order form. When we already have information about you (such as through a previous order or registration, whether received through a site or otherwise), we may use such information to facilitate the order or registration process. When using an order form, you must provide contact information as required by GPSengine Ltd. This information may be varied from time to time and is used for billing purposes and to fill your order. If we have trouble processing an order, we use the provided contact information to contact you.
30. Log Files
30.1. GPSengine Ltd may collect traffic information from site visitors for statistical analysis and site improvement. When you accesses a site, we may collect information about your visit in a log file on a server. Log file information may include, but is not limited to, internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks. We use this information to analyse trends, administer sites, and gather demographic information for aggregate use. We do not try to track users or to identify users individually except as required to for the purposes of meeting NZ Law or as otherwise stated in this policy.
31. Database & Report Information
31.1. GPSengine Ltd provides its own hosting services and establishes and maintains account databases for the purposes of providing the GPS Tracking goods and services and for the purposes of reports, administration and account related activity.
31.2. GPSengine Ltd may use anonymously collected and collated GPS tracking information for the purposes of traffic reporting or other such activity.
31.3. We may share share such aggregated and anonymous demographic information with our users, our affiliated organisations, and other organisations with which we do business. GPSengine undertakes that this information is not linked to any information that can identify individual users.
32. Data Integrity
32.1. The personal information we use must be relevant for the purposes for which it is to be used. We will not process personal information in a way that is incompatible with the purposes for which it has been collected or subsequently authorised by you. We reasonably assume that information that you give to us is accurate. If information you give to us is inconsistent with other information you give to us or with information that is available in public records or from other sources we are permitted by law to use, we will use reasonable efforts to make sure that the information we process is accurate. If, using prudent business practices, we reasonably satisfy ourselves that we have identified the correct information, we will make the correction internally and may or may not confirm the correction with you.
33. Contracted Service Providers
33.1. We may have agreements with other parties to provide specific services. When you use such services, we may share personally identifiable information with such parties. In such cases, we will use good faith efforts to restrict the information provided to the information necessary for the provision of such services.
34. Surveys, User, Support & Technical Groups
34.1. From time to time, we may request information from you using surveys or contests. Participation in these surveys or contests is at your discretion and you have a choice as to whether to participate. We will use such contact information to notify winners and award prizes, and to monitor or improve the use of one or more sites and provide aggregated information for our own uses or to our customers or other organisations. We may also use it to notify you of news about us or our affiliates or promotions of our products or services or the products or services of people with whom we do business.
35.1. We also use commercially reasonable efforts to protect user information offline. All sensitive user information is maintained in our offices or at the facilities of our information technology provider(s). Access to our databases and servers and connections is limited by key or other access. Only employees or agents who need the information to perform specific functions are granted access to personally identifiable information. We use reasonable efforts to assure that our employees and agents are informed of our security and privacy practices and policies.
35.2. You are required to ensure that all information which you supply to us is current, complete, accurate and is provided in a timely manner; and
35.3. Ensure that any Security Information is kept confidential at all times and not disclosed to third parties.
36. Site and Service Updates
36.1. In order for you to use our products or services, it may sometimes be necessary for us to download configuration or other software to your Device. This may happen automatically when you have requested that one of our products or services be supplied to you.
36.2. We may also send to you updates and service announcements about one or more of the sites.
36.3. The specific means of communication to you is up to us. Where any notice is to be sent to a specific address or number (such as e-mail address, physical address, telephone number, etc.), we will use the latest available address in our records. You agree to this means of notification and agree to keep your account details and information current, with all changes notified to GPSengine Ltd or its authorised agents in writing and in a timely manner. Please contact us in writing if you believe the information we are holding on you or your account is incorrect.
37.1. You may have access to personal information about you that we hold and you may correct, amend, or delete that information where it is inaccurate, except where the burden or expense of providing access would be disproportionate to the risks to your privacy in the case in question, or where the rights of third persons would be violated. To access your personal information, and to correct, amend, or delete that information where it is inaccurate, please contact us using your authorised password, PIN #, account information.
37.2. We provide access in the form of disclosure to the affected and authorised individual and, unless otherwise required by applicable law, do not permit access to our database.
37.3. If we refuse access to your personal information for any reason, we will tell you our reasons and will do so as specifically as we can.
38.1. You may not assign any of your rights or obligations under these Terms & Conditions. We may assign our rights and obligations to a third party at anytime, without your consent and without providing you notice in advance of such assignment.