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  • excluded any additional works and/or consultation due to unforeseen incumbent BMS works
  • We have excluded the configuration of any BMS points that are not BACnet/IP discoverable on the incumbent BMS
  • We have excluded any costs or responsibility associated with the failure of the existing BMS, which prevents data being extracted from said BMS.

Inclusions/exclusions - Data as a Service


Inclusions

  • Supply of SIM card, Secure VPN and " #" Gb of data on the Telstra 4G network under standard terms and conditions of the Network Service Provider. These terms and conditions are provided below.
  • Ongoing cloud hosting of data
  • Use of Nube iO data visualization platform
  • Maintain data integrity and data transfer service from the Edge device to the Nube iO cloud platform and additional 3rd party API's

M2M Terms and Conditions

M2M One Standard Form of Agreement

M2M One Services Agreement

Standard Terms and Conditions

Structure of the agreement: This agreement comprises these Standard Terms and Conditions, the Services Descriptions and one or more Orders.

1.    Commencement and term

1.1    This agreement comes into force on the Commencement Date.

1.2    This agreement continues until terminated in accordance with clause 17.

2.    What we will supply

We will, in accordance with the terms of this agreement, supply the Products and the Services.

3.    Our standards

3.1    We will use our reasonable endeavours to

3.1.1    supply the Products and Services, and perform our other obligations under this agreement, in a diligent and professional manner;

3.1.2    ensure that, in providing the Products and Services, we comply with all applicable laws, including any requirement to hold any Authorisation.

3.2    However, we do not guarantee that the Services will be continuous or free of interruptions.

3.3    You acknowledge that the purpose of the Service Levels is to specify the minimum standards of performance we try to achieve in supplying the Support Services. We do not guarantee that we will achieve the Service Levels.

3.4    We are not a Carrier and do not supply Carriage Services. We are a reseller and may arrange for you to be supplied with Carriage Services by a Carrier or a Carriage Service Provider. Accordingly, you acknowledge and agree that:

3.4.1    we are not responsible for any act or omission of any Carrier or Carriage Service Provider who we arrange to supply Carriage Services to you;

3.4.2    we are not responsible for any interruption in, disruption to or suspension by a Carrier or Carriage Service Provider of the Carriage Services supplied to you.

3.5    You acknowledge that the internet is sometimes unreliable and is difficult to secure and we do not guarantee:

3.5.1    the security of Our System, the interfaces you use to connect to Our System or the information that passes through or is stored in Our System;

3.5.2    access to Our System will be continuous, accessible at all times or fault free;

3.5.3    Our System is free of Viruses.

4.    How to order Products and Services and change your Data Plan

4.1    You may at any time request us to supply a Product or a Service or change your Data Plan.

4.2    You may make a request by completing and submitting the online application form on Our Website, calling or emailing us or submitting a request on our Support Portal.

4.3    If we accept your request, we will record your request and you cannot revoke it. Our record of your request will be sufficient proof of your request unless you can show it is incorrect.

4.4    If we accept your request:

4.4.1    we will supply the Product or Service requested;

4.4.2    if you request a change to your Data Plan, we will change your Data Plan as soon as reasonably practicable; and

4.4.3    you must pay us the Charges for the Product and Service requested.

5.    Products

5.1    We will ensure that ownership of each Product passes to you upon payment for the Product.

5.2    Risk of loss of, or damage to, a Product lies with us until the Product has been delivered to you in accordance with this agreement.

5.3    You must inspect all delivered Products and give notice to us within 5 Business Days of delivery if the Products are defective or not in accordance with your Order. If you do not give us this notice, then, subject to any non-excludable condition or guarantee implied by law, the Products will be deemed to have been delivered to and accepted by you.

6.    Cancellation and suspension of a Service

6.1    You may cancel a Service at any time by giving us notice of the Service you wish to cancel or by using the cancellation option on the cancellation page of the Support Portal.

6.2    Our rights to payment of the Charges for a Service accrued up to the date of cancellation are not affected by the cancellation.

6.3    If an early termination fee is specified in a Service Description of a Service, you must pay us the early termination fee if you cancel that Service.

6.4    We may immediately without notice cancel or suspend the supply of a Service to you at any time:

6.4.1    in an emergency;

6.4.2    if the supply or use of the Service becomes unlawful;

6.4.3    if you fail to make any payment to us when due under this agreement; or

6.4.4    if you are otherwise in breach of this agreement;

6.4.5    if your use of the Service is unlawful or you use the Service to commit an offence or allow anyone else to do so;

6.4.6    if your use of the Service interferes with or disrupts Our System or the efficiency of Our System; or

6.4.7    if the Carrier who supplies the Carriage Service that we arrange to be supplied to you suspends or asks or directs us to suspend the Service.

6.5    We may at any time recommence the supply of a Service that we have suspended.

7.    Your obligations

7.1    You must ensure that all equipment connected by you to the Products or the Services, or on your behalf, complies with the specifications for equipment that is capable of connecting safely with the Products and the Services.

7.2    You must not alter, tamper with, reverse engineer, repair or attempt to repair the Products or the Services or allow a third party (other than an accredited technician approved by us) to do any of these things.

7.3    You are solely responsible for:

7.3.1    choosing, acquiring and maintaining your own equipment, facilities and systems necessary to enable you to use the Products and the Services safely;

7.3.2    ensuring that the Products and the Services are compatible with your networks and systems;

7.3.3    the consequences of using the Products and the Services;

7.3.4    the security of data or information that you send, receive or store using the Products or the Services.

7.4    You must use your reasonable endeavours to ensure that no Virus is introduced into Our System.

7.5    You must comply with:

7.5.1     all applicable laws; and

7.5.2    Our Policies to the extent that they relate to the Services.

8.    You grant us a Security Interest

8.1    You grant us a Security Interest in the Products until payment of the Charges for them has been made. You must not create any other Security Interests in the Products until title passes to you.

8.2    Subject to this clause 8.3 and the PPSA, you may use or resell the Products, including goods into which the Products are incorporated, in the ordinary course of your business and you must hold the proceeds of their sale on trust for us until the Charges for them is paid in full.

8.3    You must not sell or otherwise dispose of the Products to a Related Body Corporate for resale or use until title in the Products has passed to you

8.4    The parties agree to contract out of each of the provisions of the PPSA allowed by section 115 of the PPSA to the following extent:

8.4.1    an exercise by us of any right, power or remedy will be taken not to be under a provision mentioned in that section of the PPSA if the right, power or remedy would be available under any other law or statute or under this agreement unless we so elect;

8.4.2    any restriction of the exercise by us of a right, power or remedy, or any obligation of us to give notice, will not apply to the extent that that section so allows.

8.5    You:

8.5.1    consent to us registering a Security Interest on the Personal Property Securities Register under the PPSA in relation to the Products and you will provide all assistance reasonably required to facilitate this; and

8.5.2    waive the right to receive notice of a verification statement pursuant to section 157 of the PPSA in relation to any registration on that register.

8.6    Neither party will disclose any information of the type specified in section 275(1) of the PPSA other than to their respective Related Bodies Corporate, officers, employees or professional advisers on a need to know basis or with the other party’s consent (such consent must not to be unreasonably withheld nor delayed), or as required by any law (other than section 275(1) of the PPSA) or any regulatory authority or stock exchange.

9.    Payments of the Charges and invoices

9.1    You must pay us the Charges for the Products and Services.

9.2    We may change the Charges for any Product or Service at any time by giving you not less than 30 days’ notice of the change.

9.3    We may offer you a discount to our Scheduled Price or our Scheduled Price may include a volume discount.  If we offer a discount, we may revoke or change the discount at any time by giving you not less than 30 days’ notice of the revocation or change or, if you are in breach of this agreement, immediately without giving you notice.

9.4    We will invoice you for the Charges. We may invoice you at any time for a Product or a Service. We may invoice you monthly in advance for the Charges for a Data Plan.

9.5    We may include in a monthly invoice Charges that relate to a Product or a Service supplied in a period prior to the period to which the invoice relates, even if, in the case of a Service, that Service has been cancelled or suspended.

9.6    We may issue invoices by email.

9.7    You must pay the amount of our invoice by the due date specified in the invoice or, if a due date is not specified, within 7 days of the date of our invoice.

9.8    A payment to us must be made by a method specified on Our Website.

9.9    We may charge you a fee for using a payment method if Our Website says we may do so.  We may also charge you for any costs, charges, fees or expenses we incur as a result of you using a payment method specified on Our Website, including any international payment charges.

9.10    Any claim by you that that an invoice is incorrect must be made within 90 days of the date of the invoice.

9.11    If you fail to make a payment on the due date, we may charge you interest at the interest rate our bank charges for a business overdraft on the due date. Interest accrues daily from the due date until the date you make payment in full.  You must pay us interest when we invoice you for it.

9.12    Our records are sufficient proof that a Charge is payable by you unless they are shown to be incorrect.

10.    GST

10.1    Words defined in the GST Law have the same meaning in this clause 10, unless the context makes it clear that a different meaning is intended.

10.2    Unless indicated otherwise, the Charges and all other amounts referred to in this agreement are stated exclusive of GST. If GST is or will be imposed on a supply made under or in connection with this agreement, to the extent that the consideration otherwise provided for that supply under this agreement is not stated to include an amount in respect of GST on the supply:

10.2.1    the consideration otherwise provided for that supply is increased by the amount of that GST; and

10.2.2    the recipient must make payment of the increase at the same time as the consideration is provided subject to receipt of a tax invoice.

10.3    The supplier of a taxable supply under this agreement will issue a tax invoice or adjustment note to the recipient in relation to the supply.

11.    Product warranties

11.1    If the Supplier of a Product (other than a SIM Card) provides a warranty relating to the Product (Product Warranty), we will notify you of the Product Warranty.

11.2    If you consider that that any Product we supply to you is defective or is otherwise covered by a Product Warranty, you must notify us of the defect or other factors that you consider give you a right to make a Claim under the Product Warranty.

11.3    If you give us a notice under clause 11.2, we will use our reasonable endeavours to assist you to make a Claim under the Product Warranty in respect of the Product.

11.4    You are responsible for the cost of returning any Product for repair or replacement under a Product Warranty.

11.5    If there is a manufacturing defect with a SIM Card, we will replace the SIM Card free of charge or refund you the cost of the SIM Card.

12.    Confidentiality

12.1    You must take all reasonable steps to ensure that you do not disclose Our Confidential Information or use it except for the purposes of this agreement.

12.2    Clause 12.1 does not prevent you from disclosing information:

12.2.1    to your auditors or professional advisers, so long as the auditor or professional adviser concerned is under a duty not to disclose or use the information except for the purpose of performing its audit or advisory obligations;

12.2.2    to a Government Agency, but you must take reasonable steps to ensure that any information so disclosed is not further disclosed except for the purposes for which it was disclosed to the Government Agency.

12.3    Your obligations under this clause 12.1 are not breached merely because Our Confidential Information:

12.3.1    is in the public domain otherwise than as a result of a breach of an obligation of confidentiality; or

12.3.2    is disclosed as required by law – so long as you:

(a)    notify us of the matter, including the identity of the person to whom the information is to be or has been disclosed, before or (if that is not possible) as soon as practicable after the disclosure is made;

(b)    only disclose Our Confidential Information to the extent legally required;

(c)    use your best endeavours to ensure that the Confidential Information is not further disclosed and is not used; and

(d)    follow any reasonable direction given by us concerning the disclosure.

13.    Your indemnity

13.1    You indemnify us against all Loss we suffer or incur as a result of or relating to:

13.1.1    the injury (including mental illness) or death of any person; or

13.1.2    loss of or damage to our property or the property of a third party;

13.1.3    an infringement or alleged infringement of a third party’s IP or Moral Rights;

13.1.4    your use of the Products or the Services,

where the Loss arises out of or as a consequence of your Default.

13.2    The amount payable under the indemnity in clause 13.1 is reduced to the extent that the Loss is caused or contributed to by our Default.

14.    Limits on our liability

14.1    We accept liability arising from our Default in supplying the Products or the Services if it results in:

14.1.1    any injury (including mental illness) or death of a person;

14.1.2    damage to your tangible property, but our liability is limited to repairing or replacing the property or paying the cost of repairing or replacing it.

14.2    You are not entitled to recover damages from us for any Default or otherwise under this agreement for indirect or consequential loss, including loss of use, loss of profits, loss of opportunity, damage to reputation or special, exemplary or punitive damages.

14.3    To the fullest extent permitted by law, all terms which might be implied by statute are excluded and our liability for any Claim relating to the Products or Services, whether pursuant to contract, tort, statute law or otherwise, is limited to:

14.3.1    in the case of the Products – the performance of our obligations under clause 11; or

14.3.2    in the case of Services – the resupply of those Services.

14.4    If you are a consumer within the meaning of section 3 of the Australian Consumer Law, the Australian Consumer Law provides certain guarantees in relation to the Products and Services that cannot be excluded. Where the Products or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of any guarantee implied by the Australian Consumer Law is, to the extent permitted by the Australian Consumer Law, limited to:

14.4.1    in the case of goods – the repair of the goods, or, at our option, the replacement of the goods or the supply of equivalent goods or the payment of the cost of repair, replacement or supply of equivalent goods; and

14.4.2    in the case of services – the resupply of those services or payment of the cost of having those services resupplied.

15.    If you have a Complaint

15.1    If you have a Complaint you must notify us of the Complaint by email or by calling us.

15.2    We will make good faith efforts to resolve your Complaint by negotiation.

15.3    If the Complaint is not resolved within 14 days after you first notify us of the Complaint, the Complaint must be referred to:

15.3.1    a senior manager nominated by us; and

15.3.2    a senior manager nominated by you,

who must make good faith efforts to resolve the Complaint by negotiation.

15.4    If the Complaint is not resolved within 21 days after being referred to the senior managers, either party may refer the Complaint for mediation by a mediator appointed by the Institute of Arbitrators and Mediators Australia or another mediator agreed by the parties.

15.5    Each party must continue to perform its obligations under this agreement despite the continuation of an unresolved Complaint, but this clause 15.5 does not prevent a party from exercising a right to suspend a Service or terminate this agreement.

15.6    You must not commence litigation in respect of a Complaint unless clauses 15.1 to 15.4 have been complied with and the Complaint has not been resolved.

16.    What happens if a Force Majeure Event occurs

16.1    If a Force Majeure Event occurs, the obligations under this agreement of the party affected by the Force Majeure Event (affected party), being obligations that the effect of the Force Majeure Event prevents the party from performing (affected obligations), are suspended so long as the effects of the Force Majeure Event have that effect.

16.2    The affected party must give the other party notice of the Force Majeure Event as soon as practicable after becoming aware that the Force Majeure Event has occurred or may occur.

16.3    The affected party must use its reasonable endeavours to remove, overcome or minimise the effects of the Force Majeure Event as quickly as possible. This does not require a party to settle any industrial dispute in any way that it considers inappropriate.

16.4    An obligation to make a payment to a party cannot be an affected obligation.

17.    How this agreement may be terminated

17.1    If:

17.1.1    (being a corporation) you are or become insolvent or any order is made or resolution passed for your winding up or a controller is appointed over all or any part of your assets;

17.1.2    (being a natural person) you are or become insolvent or commit an act of bankruptcy or make an assignment for the benefit of your creditors;

17.1.3    you fail to make any payment to us when due under this agreement; or

17.1.4    you breach any other terms of this agreement,

we may, by written notice to you, terminate this agreement immediately or with effect from a date specified in the notice.

17.2    If a Force Majeure Event occurs and affected obligations under clause 16 are suspended under that clause for more than 14 days, either party may, by written notice to the other, terminate this agreement.

17.3    You may, by written notice to us, terminate this agreement for convenience with effect from a date specified in the notice (being a date not less than 30 days after the date of the notice).

17.4    Our rights to payment of the Charges accrued up to the date of termination are not affected by the termination.

18.    How this agreement may be varied

18.1    We may change this agreement unilaterally.

18.2    Without limiting clause 18.1, we may change this agreement if a Carrier or Carriage Service Provider who we arrange to supply Carriage Services to you changes or terminates a service or changes the terms on which it supplies a service that it supplies to you or us.

18.3    We will notify you in advance of any change to this agreement.  If we publish the changed agreement on the Website and the date on which the change takes effect, you are deemed to have received notice of the change and the date on which the change takes effect.

18.4    If we change this agreement you are bound by the changed agreement with effect from the date we notify you is the date on which the change will take effect.

19.    Communications

19.1    You may communicate with us by:

19.1.1    calling us on the number specified on Our Website;

19.1.2    emailing us at the email address specified on our Website;

19.1.3    delivering a written communication to our physical address specified on Our Website.

19.2    Our record of any request, instruction or other communication you give us will be sufficient proof of your request, instruction or other communication unless you can show it is incorrect.

19.3    We may communicate with you by:

19.3.1    calling you on the number specified in your Application or on another number you give us;

19.3.2    emailing you at the email address specified on your Application or another email address you give us;

19.3.3    delivering a written communication to your physical address specified on your Application or another address you give us.

19.4    We may rely and act on any request, instruction or other communication received by us from any person who we, acting in good faith, believe to be your representative, whether or not that person has actual or apparent authority to make or give that request, instruction or other communication.

20.    Intellectual Property

20.1    You acknowledge and agree that you do not own or acquire any rights in Our IP.

20.2    You must not contest our title to Our IP or take any action that may have a detrimental effect on our title to Our IP.

21.    Interpretation

21.1    The following provisions apply to this agreement.

21.2    This agreement comprises:

21.2.1    these Terms and Conditions;

21.2.2    the Service Description for each Service and one or more Orders; and

21.2.3    where a provision of another document is expressly incorporated as a provision of this agreement – that provision.

21.3    If there is an inconsistency between provisions of this agreement, a descending order of precedence is to be accorded to:

21.3.1    these Terms and Conditions;

21.3.2    a Service Description;

21.3.3    an Order;

21.3.4    provisions of documents incorporated by express reference in this agreement;

so that the higher ranked provision prevails to the extent of the inconsistency.

21.4    A reference to:

21.4.1    a legislative provision or legislation (including subordinate legislation) is a reference to that provision or legislation as amended, re-enacted or replaced, and includes a reference to any subordinate legislation issued under it;

21.4.2    a document or agreement (including this agreement), or a provision of a document or agreement (including this agreement), is a reference to that document, agreement or provision as amended, supplemented, replaced or novated;

21.4.3    a specified standard, code, guideline, or other similar document is a reference to the version or edition of the standard, code, guideline, or document as in force for the time being;

21.4.4    a party to this agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;

21.4.5    a person includes a reference to any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

21.4.6    anything (including a right, obligation or concept) includes a reference to each part of it.

21.5    A singular word includes the plural, and vice versa.

21.6    A word that suggests one gender also suggests the other genders.

21.7    If a word or phrase is defined, another part of speech of that word or another grammatical form of that phrase has a corresponding meaning.

21.8    If an example is given of anything (for example, a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of the thing.

21.9    A reference to information is a reference to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology and trade secrets.

21.10    A reference to a breach by a party to an agreement or other document:

21.10.1    of the agreement or document; or

21.10.2    of an obligation in an agreement or other document;

includes a reference to a representation made by the party in or in connection with the agreement or document being inaccurate or misleading, including by omission.

21.11    Headings in this agreement are not provisions of this agreement and do not affect the interpretation of this agreement.

21.12    A reference in this agreement to a numbered or otherwise identified provision is a reference to the provision so numbered or identified in these Terms and Conditions.

21.13    If the day on or by which a person must do something under this agreement is not a Business Day, the person must do it on or by the next Business Day.

22.    Other terms

22.1    The parties agree that, except as may be required by law, the express provisions of this agreement are intended to constitute the exhaustive statement of their rights and obligations in relation to the Products and the Services and the other matters to which it relates.

22.2    An indemnity granted to a person under this agreement is in addition to, and does not replace or limit any other right the person may have under this agreement or otherwise at law.

22.3    You:

22.3.1    are not for any purpose, and are not to be taken to be for any purpose, merely because of this agreement, our partner or agent;

22.3.2    do not, merely because of this agreement, have any power or authority to bind or represent us; and

22.3.3    must not represent yourself as being our agent or as otherwise able to bind or represent us.

22.4    You must not, without our written consent, assign your rights under this agreement.

22.5    A right under or in relation to this agreement may only be waived in writing and:

22.5.1    no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

22.5.2    a waiver of a right on one or more occasions does not operate as a waiver of that right or as an estoppel precluding enforcement of the right if it arises again; and

22.5.3    the exercise of a right does not prevent any further exercise of that right or of any other right.

22.6    Any provision of this agreement that is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this agreement enforceable, unless this would materially change the intended effect of this agreement.

22.7    The following provisions of this agreement survive the expiry or termination of this agreement:

22.7.1    any provision to do with an indemnity;

22.7.2    any provision expressed to survive the expiry or termination of this agreement;

22.7.3    any provision which by implication from its nature is intended to survive the termination or expiration of the agreement including provisions relating to confidential information, a right to recover money and privacy.

22.8    This agreement is governed by the laws in force in Victoria. Each party:

22.8.1    submits to the jurisdiction of the courts of Victoria and of any court that may hear appeals from any of those courts, for any proceedings in connection with this agreement; and

22.8.2    irrevocably waives any objection to the venue of any proceedings brought in those courts in connection with this agreement on the ground that they have been brought in an inconvenient forum.

23.    Glossary

In this document, unless a contrary intention appears:

Application means the online application form on Our Website.

Authorisation means:

(a)    an authorisation, consent, exemption or licence, however it is described, required to do something that would otherwise be prohibited or restricted by law; or

(b)    in relation to something that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken.

Business Day means a day other than a day that is a Saturday, Sunday or national public holiday.

Carriage Service has the meaning given in the Telecommunications Act 1997 (Cth).

Carriage Service Provider has the meaning given in the Telecommuncations Act 1997 (Cth).

Carrier has the meaning given in the Telecommuncations Act 1997 (Cth).

Claim means a cause of action, claim, demand, suit or proceeding of any kind, including by way of court proceedings, proceedings in the nature of arbitration, mediation or other methods of dispute resolution and administrative claims and proceedings (whether or not before a tribunal).

Commencement Date means the date on which we accept your application to open an account with us using the online application form on Our Wesbiste.

Charges means the prices, charges and fees that you must pay for the Products and the Services as specified in the applicable Product Descriptions or Services Descriptions or these Terms and Conditions including:

(a)    the monthly fee for your selected Data Plan;

(b)    any usage fees and charges (for example if you exceed your monthly data allowance);

(c)    any other fees and charges that we publish on Our Website and that apply to the Services.

Complaint means a complaint you have about the supply of a Product or a Service or a dispute or difference between you and us arising out of or in connection with this agreement.

Control Centre means the the M2M Control Centre portal we make available to you on Our Website.

Corporations Act means the Corporations Act 2001 (Cth).

Data Plan means a plan that we provide that allows you to use a fixed monthly amount of data for a fixed price and includes an exccess usage charge if you exceed the allowance.

Default means an act or omission that:

(a)    is a contravention of a written law; or

(b)    amounts to negligence or a breach of a duty (including a duty arising under an agreement) or a breach of an agreement or other document.

Force Majeure Event means an event that prevents a party (affected party) from performing its obligations under this agreement (affected obligations), being an event that is beyond the reasonable control of the party, but not an event that is, or is caused wholly or partly by a Default of the affected party.

Government Agency means a person or body performing governmental functions, including any of the following:

(a)    a body politic;

(b)    a government or government department or other similar body;

(c)    a governmental, semi-governmental or judicial person;

(d)    a person (whether autonomous or not) charged with the administration of a law.

GST Act means the A New Tax System (Products and Services Tax) Act 1999 (Cth).

GST Law has the meaning given to that term in the GST Act.

IP or Intellectual Property means all copyright and all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered and unregistered designs, and circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields recognised in domestic law anywhere in the world.

Loss means any liability, loss, damage, compensation and costs and expenses (including the costs of the investigation, defence and settlement of any Claim or demand) and any legal costs and expenses in relation thereto on a solicitor and own client basis.

Material includes documents, goods, equipment, reports, software, specifications, reports, information and data.

Moral Right means a right conferred by Part IX of the Copyright Act 1968 (Cth) and a right of a similar nature conferred by statute that exists, or may come to exist, anywhere in the world.

Order means a request by you for a Product or a Service or a change to a Service that we accept.

Our Confidential Information means information relating to us or any of our Related Bodies Corporate that:

(a)    is by its nature confidential;

(b)    is designated by us as confidential;

(c)    you know or ought to know is confidential,

but not information that:

(d)    is or becomes public knowledge otherwise than by a breach of this agreement or another confidentiality obligation; or

(e)    you establish has been independently developed or acquired by you.

Our IP means all IP in any Material provided to you by us or on our behalf under or in connection with this agreement.

Our Policies means our policies that are described on Our Website, including our access and acceptable use policy.

Our System means the system of computer equipment, software, processes and interfaces that comprises the infrastructure used by us to provide the Services, including Our Website, the Services Portal and the Control Centre. To avoid doubt, this does not include infrastucture used by a Carrier or Carriage Services Provider to supply a Carraige Service to you or us.

Our Website means our website at m2mone.com.au.

PPSA means the Personal Property Securities Act 2009 (Cth).

Product means a SIM Card or other good we will supply to you under this agreement as specifed in an Order.

Product Description means, in respect of a good we supply, the description of that good on Our Website.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Scheduled Price means the price for a Product or a Service specifed in the Product Description of that Product or the Service Description of that Service.

Security Interest has the meaning given to that term in the PPSA.

Service Level means the standards of service we try to attain in supplying Support Services as specified in the Services Description of Support Service, including availability times and response times.

Service means a service that we will supply to you under this agreement as specified in an Order.

Services Description means, in respect of a service we supply, the description of that service on Our Website.

SIM Card means a subscriber identity module card that may be fitted to or removed from a device by hand.

Supplier means a person who supplies Products to us on terms that we may resupply the Products to third parties, including you.

Support Portal means the support portal we make available to you on Our Website.

Support Services means the technical support services we make available to you, including the Support Portal and the Control Centre.

Virus means:

(a)    any program code, programming instruction or set of instructions intentionally constructed to damage, interfere with or otherwise adversely affect computer programs, data files or operations;

(b)    any device that would, if introduced into a system or software used to provide the Products or the Services, prevent that system or software from performing the functions it is designed to perform, or interfere with or otherwise adversely affect that performance; or

(c)    any other code or device which a person in the IT industry would reasonably consider to be a virus.

we or us means M2M One Pty Ltd ABN 39 130 158 888.

you means the customer