Terms & Conditions

1. These Master Terms & Conditions

1.1 Scope

These Master Terms & Conditions ("Terms") govern your access to, use of, and our supply of goods and services, including (without limitation) all associated websites, content, firmware, devices, applications, SIM cards, connectivity plans, telecommunication plans, products and services ("Products"), provided by Halytech Pty Ltd (ABN 51 094 853 068) and any of our related group companies (together "Halytech," "we," "us" or "our").

You agree to and accept these Terms when you do any of the following:

accept a quote issued by us, or by any of our authorised resellers or wholesalers ("Suppliers");
place an order for Products, whether directly with us, through a Supplier, or as a Supplier (an "Order"); or
use or sell our Products.

1.2 Your Agreement

Your Agreement with us consists of:

these Terms;
any tax invoice, sales order confirmation or delivery document;
our Privacy & Credit Reporting Policy;
any applicable product summary, critical information summary, service description, fair use policy or acceptable use policy; and
any approved application for a credit account submitted by you;
any other document we may provide to you from time to time that expressly states it forms part of this Agreement,

together, referred to as your 'Agreement'.

If any document that is part of your Agreement (as listed in clause 1.2) contains a term that is inconsistent with a term in another document, the relevant tax invoice will apply to the extent of any inconsistency in relation to price, the description of the Products, or specific instructions for their use (unless otherwise stated), followed by the rest of these Terms.

To understand your rights and obligations as well as our obligations to you, you need to read all of the documents that form your Agreement.

Your Agreement is your entire agreement with us with respect to the supply of the Products, with the exception of a document expressly authorised and issued by us in writing, or a statement made by us in writing which specifically states it forms part of our agreement with you.

1.3 When does your Agreement start and end

By submitting an Order, purchasing, using or selling our Products, you agree to be bound by this Agreement. Your participation constitutes a binding agreement between you and us on the terms of this Agreement.

Your Agreement does not have a minimum term unless explicitly stated in the relevant tax invoice or Order and continues until it is terminated or is not renewed. Some Products can be cancelled at any time, and your Agreement will come to an end as soon as the terminating party's remaining obligations are met (for example, your successful payment of all outstanding amounts).

To the extent permitted by law, and without prejudice to our other rights or remedies available to us, we may, at our full discretion acting reasonably, immediately suspend or terminate your access to any Product if you breach any of the terms of this Agreement, or if you suffer or are subject to an insolvency event (including the appointment of an administrator, receiver, or liquidator, or an inability to pay your debts as and when they fall due).

2. Orders

2.1 Acceptance of an Order

We have sole discretion to accept or reject an Order. An Order is not binding on us unless and until it has been accepted by us. Once accepted, an Order cannot be cancelled or varied by you without our prior written agreement.

2.2 Payment terms

By completing an Order and accepting these Terms, you agree that we may charge and collect payment for the Products.

One-off Purchases: All charges and payment terms for one-off purchases will be as stated in the relevant tax invoice (or equivalent document provided to you) and are payable at the time of purchase.
Subscriptions: Some Products are offered on a subscription basis for the term specified in the relevant tax invoice. Subscriptions have the following payment terms:
1. Invoice model: you will receive a notice or invoice before the start of each renewal period. You must make payment by the due date specified in the notice to maintain access to the Product and renew the subscription cycle. If payment is not received, your subscription will not renew and your access to the Product will cease at the end of the then-current subscription term.
2. Auto-renewal model: if your Product includes an auto-renewal feature, you authorise us to debit your nominated payment method at the applicable renewal rate at the start of each renewal period, unless you cancel the subscription in accordance with these Terms. Your subscription will automatically renew for the applicable term the day after the current term ends, provided payment is successfully processed. We will give you prior notice of the renewal and applicable charges before processing payment.
Connectivity Plans: where we supply you with a SIM card and/or a connectivity or telecommunications plan (a "Connectivity Plan"):
1. charges for the Connectivity Plan will be billed to you on a recurring basis at the rate and billing frequency stated in the relevant tax invoice (or equivalent document provided to you);
2. you authorise us to charge and collect payment for the Connectivity Plan via your nominated payment method at the stated frequency, until the Connectivity Plan is cancelled or terminated in accordance with these Terms;
3. you are responsible for any additional usage, excess usage, roaming, add-on, replacement, suspension, reconnection or other charges incurred in connection with the Connectivity Plan, as notified to you or set out in the relevant tax invoice, sales invoice or sales order confirmation; and
4. if a recurring payment is unsuccessful or not received by the due date, we may suspend or cease the supply of the Connectivity Plan (including deactivating the relevant SIM card) in accordance with clause 3.6, until payment is made. Unless otherwise required by law, any cancellation will take effect at the end of the then-current billing period.

2.3 Purchases on credit

In some cases, we may at our full discretion accept Orders on credit and deliver Products to you prior to payment. Any extension of credit is subject to our approval, which may be granted, withheld, or withdrawn by us at any time in our discretion. If credit approval has not been granted, or is withdrawn, payment for all Products must be made in full prior to delivery. Where credit has been granted, payment must be made on or before 30 days from the date of invoice (or such other period as agreed in writing).

We may charge interest on any overdue amounts, calculated daily from the due date until the date of payment, at a rate equal to the Reserve Bank of Australia (RBA) Cash Rate plus 2% per annum (or such other rate as permitted by law). You will also be liable for any reasonable costs incurred by us in recovering overdue amounts.

2.4 Prices and Taxes

All prices are quoted in Australian Dollars (AUD) and, unless otherwise stated, are exclusive of Goods and Services Tax (GST). GST will be calculated and applied at the prevailing rate and shown separately on your tax invoice.

Prices for Products and delivery are those quoted by us in writing and are open for the period of time specified in a quotation or, if no period is specified, 30 days from the date of the quote. Otherwise, the prices for Products will be as set out in our current price list.

We may change the price of our Products from time to time, provided that any such change will not apply to Orders already accepted by us. For Products that are subscriptions or Connectivity Plans, any change in price will not take effect until at least 30 days after we provide notice.

2.5 Cancellation of Orders

We reserve the right to cancel an Order (in full or in part) prior to delivery by providing written notice to you, where the following circumstances occur:

a Product is subject to a voluntary or compulsory recall;
there has been a genuine and obvious pricing or product description error by us in connection with the Order; or
you engage in any improper, suspicious or illegal conduct directly related to the use of the Products or we have reasonable grounds to believe that you have done so.

Where an Order is cancelled by us pursuant to this clause 2.5, you will be refunded for any amount already paid by you for the Order, except in cases arising under clause 2.5(c) where we are compelled by law not to do so, or where we reasonably determine that processing a refund may facilitate or be connected to illegal or fraudulent activity.

An Order can only be cancelled by you where a written request for cancellation has been made by you and accepted by us in writing.

We may decline to accept any request for cancellation or make its acceptance conditional on such terms and conditions as we reasonably see fit, including that you pay all reasonable costs incurred by us up to and including the date of cancellation of the Order, and any applicable restocking fees.

3. Use of the Products

3.1 Suitability of Products

You warrant that you have made your own enquiries as to the suitability of the Products for your requirements and, to the extent permitted by law, you have not relied on any warranties or representations from us in relation to the performance or suitability of the Products, except as stated in the relevant tax invoice or sales order confirmation.

3.2 No resale of Products

You must not resell or resupply any Products to any third party, unless you are a Supplier and have been expressly permitted by us to do so.

3.3 Use of Products

You accept full risk and responsibility for your use of the Products and any other person to whom you grant access to the Products (Third-Party User).

When using the Products, you must comply with, and use all reasonable endeavours to ensure that any Third-Party User complies with:

the terms of this Agreement;
any reasonable guidelines or direction we may issue from time to time;
all applicable laws;
all compliance notices applicable to the Products; and
the requirements or directions of any regulatory authority.

3.4 Additional Supplier obligations

Without limiting any other provision of this Agreement, if you are a Supplier you:

must not remove anything from the packaging, or alter, deface, obscure, remove or in any way tamper with any warnings, instructions, compliance notices, trade marks or labels affixed to the Products for the use of the Products;
must provide all reasonable assistance to us in relation to any Product recalls, withdrawal campaigns, or safety related investigations or actions involving the Products;
must conduct all of your business in your own name and not in the name of us;
will act honestly, and in good faith at all times to us, in respect of this Agreement;
must not make or publish any false or misleading statements about us, our Product, our reputation or bring us into disrepute, or cause or incite any other person to do so, provided that this clause does not prevent you from making genuine complaints through proper channels or exercising any rights at law;
must not knowingly alter, remove, deface or obscure any copyright notices, compliance notices or other proprietary notices or legends from any materials provided by us under this Agreement;
must comply with all applicable laws in the jurisdiction related to the marketing and promotion of the Products and the provision of any services in respect of the Products;
must take reasonable steps to ensure that the sale of the Products and the provision of any services in respect of the Products complies with all applicable laws;
must keep full and accurate records relating to the sale and handling of the Products, and provide such records to us upon reasonable request for the purposes of monitoring compliance with this Agreement;
must not sub-contract or otherwise arrange for another person to perform any part of this Agreement or to discharge any of its obligations under any part of this Agreement without the prior written consent of us;
agree that, where you are granted consent to sub-contract any of your obligations under this Agreement, you are not relieved of any of your liabilities or obligations under this Agreement and will be liable to us for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub-contractor as if they were the acts, defaults or neglects of you or the employees or agents of you; and
must immediately notify us in writing upon becoming aware of any of the following:
1. any actual or proposed change of control within the meaning of 'Control' under section 50AA of the Corporations Act 2001 (Cth) ("Change of Control");
2. any actual or potential insolvency event, including the appointment of an administrator, receiver, or liquidator, or an inability to pay debts as and when they fall due; or
3. any material adverse change in its financial or operating position that may affect its ability to perform this Agreement.

3.5 Intellectual Property

Halytech and its licensors own all intellectual property rights (being all trade marks, business names, trade names, logos, designs, patents, inventions, discoveries, improvements, trade secrets, circuit layouts, domain names, copyrights, know how, or confidential information, (whether registered or unregistered)) in the Products (including all related firmware, software, documentation, specifications, designs, schematics, data models and updates) (together, the "Halytech IP"). Except for the licence set out in this clause 3.5, no rights are granted.

Subject to payment and compliance with this Agreement, Halytech grants you a non-exclusive, non-transferable, non-sublicensable licence to use the Halytech IP embedded in or supplied with the Products solely for your internal business purposes and solely with the Products.

You must not (and must not permit others to) copy, modify, adapt, translate, create derivative works from, reverse-engineer, decompile, disassemble, attempt to derive source code of, or circumvent any technical restrictions in, the Halytech IP, except to the limited extent permitted by non-excludable law. You must not remove or obscure proprietary notices, perform or publish benchmarks without Halytech's prior written consent, or use Halytech's or our Supplier's trade marks, logos, or branding without prior written approval. You agree to indemnify and hold harmless us and our Suppliers against any losses, damages, costs, or expenses (including reasonable legal costs) arising from your breach of this clause, except where such loss is directly caused by our gross negligence, fraud, or wilful misconduct.

If you become aware of any unauthorised use of such material, you must notify us immediately.

3.6 Connectivity Plans

Where we supply you or a Third-Party User with a SIM card and/or a Connectivity Plan, the Connectivity Plan is provided using, and reliant on, the networks, spectrum, system and infrastructure of one or more third party carriers. We do not own or operate those networks and, to the extent permitted by law, we do not guarantee continuous, uninterrupted or error-free coverage, availability, speed, capacity or performance of any Connectivity Plan. To the extent permitted by law, we will not be liable for any loss arising from action taken under this clause 3.6, other than a refund of any pro-rata charges you have paid in respect of the period after the suspension, cessation or cancellation for the affected Connectivity Plan takes effect.
You must use, and must use all reasonable endeavours to ensure that any Third-Party User uses, each SIM card and Connectivity Plan only for lawful purposes and in accordance with these Terms, any fair use or acceptable use policy we notify to you, the applicable terms of the relevant carrier, and all applicable telecommunications laws and regulatory requirements.
Each SIM card remains our property (or the property of the relevant carrier) and must not be transferred, sold, cloned, tampered with, or used in any device or manner other than as authorised by us. You are responsible for all use of, and all charges incurred on, any SIM card or Connectivity Plan supplied to you or a Third-Party User, including where used by a Third-Party User to whom you supply the Connectivity Plan.
To the extent permitted by law, we may suspend, restrict, vary or deactivate a SIM card or Connectivity Plan where reasonably required by a carrier or regulator, for network security, integrity or maintenance reasons, where we reasonably suspect fraud or misuse, where the underlying network service is suspended, restricted, varied or terminated or where any recurring payment for the Connectivity Plan is overdue.
We may vary the charges for a Connectivity Plan in accordance with clause 2.4, including where the relevant carrier varies the charges or the terms on which the underlying network services are supplied to us.

4. Confidentiality

Each party must keep the other party's non-public information confidential, use it only to perform this Agreement, and disclose it only to its personnel and professional advisers who need to know and are bound by confidentiality obligations. Confidentiality does not apply to information that is public (other than through breach), already known, independently developed, or rightfully obtained from a third party without duty of confidence. A party may disclose confidential information where required by law or regulator, provided it gives prior notice (where lawful) and cooperates to limit disclosure. This clause survives termination.

5. Delivery and title in Products

5.1 Delivery

We will deliver the Products as directed by you in the Order. You are responsible for ensuring that:

the delivery details provided are accurate and complete; and
the nominated delivery location is safe, suitable and accessible for the delivery of the Products.

We may charge for delivery of the Products. Any applicable delivery charges will be notified to you prior to completing your Order.

Any delivery date provided is an estimate only and is based on the circumstances existing at the date of your Order. We will not be responsible for delay in delivery caused by circumstances for which we are not responsible, or have no control over (including but not limited to transport strikes, industrial disputation or manufacturing delays).

Risk of loss passes to you on delivery of the Products to the address nominated by you from time to time, which may include a third party site. You must inspect the Products within 5 business days of delivery and notify us in writing of any visible defect, shortage, or non-conformity. Subject to any rights you may have under applicable law, failure to notify within that period constitutes acceptance of the Products as delivered.

5.2 Retention of title

Until such time as you have made payment in full (in cleared funds) for all Products we have supplied:

title in the Products does not pass to you and we retain the legal and equitable title in the Products;
you will hold the Products as fiduciary and bailee for us and agree to store the Products in such a manner as to enable them to be readily identifiable as our property;
you undertake not to mix the Products with similar goods; and
if you are a Supplier, you are permitted to sell or use the Products in the ordinary course of your business, provided that the proceeds of such sale or use are held on trust for us to the extent of any amounts owing to us in respect of those Products.

5.3 Security Interest

Capitalised terms used in this section 5.3 that are undefined are given the meaning in the Personal Property Securities Act 2009 (Cth) ("PPSA").

This Agreement constitutes a security agreement for the purposes of the PPSA and creates a Security Interest in all Products supplied by us, including any proceeds, commingled goods, and related accounts or rights to payment, to secure all of your obligations under this Agreement.

You grant us a security interest in:

all present and after acquired property, including all Products;
any proceeds (as defined in the PPSA) derived from the sale, lease or other disposal of the Products;
any Products that may be mixed with other property, processed or made into new products (Commingled Goods); and
any accounts or rights to payment arising in connection with the Products.

You consent to us registering our security interest on the Personal Property Securities Register (PPSR) at any time and agree to do all things reasonably required to perfect or maintain that registration.

To the maximum extent permitted by law, you waive your rights to receive any notice under the PPSA and your rights under sections 95, 96, 118, 121(4), 125, 128, 129, 130, 132(3)(d), 132(4), 134(1), 135, 142, 143 and 157.

You must:

promptly sign any further documents and provide any information (which you warrant to be complete, accurate and up to date) reasonably required by us to perfect or maintain our security interest, including the registration or amendment of any financing statement on the PPSR;
if you are a corporation, give us at least 14 days' written notice of any proposed change to your name, any Change of Control, or any other change to your details (including without limitation your address, email address, trading name or business practice);
pay all costs incurred by us in registering, maintaining or amending a financing statement on the PPSR in respect of our security interest, provided that such costs shall not exceed the regulated cost for registering or maintaining a financing statement; and
pay all costs incurred by us in enforcing or attempting to enforce our security interest, including without limitation the execution of any subordination agreements or in obtaining any order under section 182 of the PPSA.

5.4 Recovery of possession

Without limiting any other rights we may have, if you breach this Agreement we may, on giving you reasonable notice, enter any premises you occupy (which you must not unreasonably refuse) or any other location where the Products are held, to recover possession of them. If the Products are located on a third-party site, you must procure for us all necessary access rights from the site controller (including providing any required notifications) so that we may enter and recover the Products on reasonable notice. We may exercise our rights of entry and recovery through our employees, agents or contractors.

If you sell any Products while amounts remain owing to us, you must hold the proceeds of sale on trust for us to the extent of the amount then owed. If you use the Products in a manufacturing or construction process of your own or a third party, you must hold on trust for us that part of the proceeds of such process that relates to the Products, equal to the amount then owed. Until all outstanding amounts are paid in full, you must keep any such proceeds in a separate account and not mix them with other funds.

Our rights under this clause 5.4 are in addition to, and do not limit or exclude, any other rights we may have against you under this Agreement or at law.

6. Returns

6.1 Warranty

Products purchased from us may come with a manufacturer's warranty, which generally covers faults arising from defects in materials or workmanship (for example, where a device does not operate as intended on delivery). The terms, duration and scope of any applicable warranty will be as set out in the documentation accompanying the Product or as otherwise made available to you at the time of purchase. To the extent permitted by law, no warranty is given beyond the terms expressly stated in that documentation and any non-excludable statutory guarantees.

In addition to any manufacturer's warranty, our Products are supplied with guarantees that cannot be excluded under applicable consumer protection laws. For example, if you are a consumer in Australia, the Australian Consumer Law (ACL) provides that you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

6.2 Out of box failures

You must notify us promptly if a Product fails to function correctly upon delivery so that we can attend to your claim immediately. The out of box failure period relates to a Product failure reported to us within 72 hours of delivery. If a valid out of box failure is confirmed, we will, at our option, replace or repair the affected Product.

6.3 Returns for change of mind

We do not provide refunds for change of mind unless you are within any cooling off periods as required under applicable consumer laws.

7. Limitation of Liability and Indemnity

7.1 Limitation of liability

We will exercise due care and skill in providing our Products. However, to the extent permitted by law, our liability for any failure to comply with this Agreement, or for any defect, fault or issue with the Products, is limited at our option to replacing or repairing the relevant goods, supplying equivalent goods, resupplying the relevant services, or paying the cost of doing so, and in any event our total aggregate liability to you will not exceed the total amount actually paid by you to us for the relevant Products giving rise to the claim in the 12 months preceding the date the claim arose.

Where you are a Supplier, our total aggregate liability to you arising out of or in connection with this Agreement will not exceed the amount actually paid by you to us for the relevant Products in the 6 months preceding the most recent claim determined by reference to the date the claim arose.

The limitations in this clause 7 do not apply to the extent that the loss arises from:

fraud or fraudulent misrepresentation by us;
wilful misconduct by us; or
personal injury or death caused by our negligence.

Nothing in this Agreement excludes, restricts or modifies any rights or remedies you may have under the Australian Consumer Law or under any other applicable consumer protection law in your jurisdiction, to the extent that such rights or remedies cannot lawfully be excluded or limited.

7.2 Indemnity

You indemnify us, and must pay us on demand, for and against any loss, liability, cost or claim (including reasonable legal costs on a full indemnity basis), including any third party claim, arising out of or in connection with:

a breach of this Agreement by you or anyone else authorised by you (including a Third-Party User);
where you are a Supplier, any use, handling, storage, or resale of the Products by you or your customers;
your misuse of the Product, or use of the Product other than in accordance with any applicable documentation or instructions provided by us; or
any wrongful, intentional, wilfully improper, fraudulent or negligent act or omission or wilful misconduct by you.

7.3 Consequential loss

To the extent permitted by law, including the Australian Consumer Law, we are not liable to you for:

any loss of opportunity, business, revenue, income, profits, credit rating, goodwill, use, data, anticipated savings whether arising directly or indirectly; or
any indirect, punitive, special, incidental or consequential damages, whether or not foreseeable and whether arising under contract, tort (including negligence), statute or otherwise.

8. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than an obligation to pay any amounts due) to the extent that such delay or failure is caused by a circumstance beyond that party's reasonable control, including acts of God, flood, fire, earthquake, storm, epidemic, pandemic, war, terrorism, civil commotion, riot, industrial dispute, failure of a utility or telecommunications network, transport disruption, supply chain interruption, manufacturing delay, embargo, government order or intervention, or any other event of a similar nature (Force Majeure Event).
A party affected by a Force Majeure Event must, as soon as reasonably practicable, notify the other party of the nature of the Force Majeure Event, the obligations affected and the expected duration of the delay or failure, and must use reasonable endeavours to mitigate the effect of the Force Majeure Event.
To the extent permitted by law, if we are affected by a Force Majeure Event, we may suspend performance of the affected obligations for the duration of the Force Majeure Event and for a further period of up to 30 days as is reasonably necessary to recommence performance. Where a Force Majeure Event affects delivery of Products, delivery timeframes will be extended accordingly.
If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement, or any affected Order, by giving written notice to the other party. Any termination under this clause will not affect any rights or liabilities accrued before the date of termination.

9. Miscellaneous

9.1 Governing Law

This Agreement is governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

9.2 Disputes and customer support

To find more information about our Products and their features, please visit our website https://halytech.com.au/.

If you have a dispute or complaint about any aspect of the Products (including billing), you can do so by contacting us via support@halytech.com.au or via telephone. Before commencing any legal proceedings (other than urgent interlocutory relief), each party must first attempt to resolve the dispute by negotiation in good faith for a period of at least 20 business days from written notification of the dispute.

9.3 Severability

If any provision or part of a provision of these Terms is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.

9.4 Survival

Any term or condition which is expressed to survive the expiration or termination of these Terms will survive any expiration or termination of the Terms, including but not limited to clauses 1, 2.2, 3, 4, 5.2, 5.3, 5.4, 7, 8 and 9.

9.5 Electronic Communications

We will send you information relating to Products and any account you have with us (e.g. payment authorisations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during your purchase.

9.6 Assignment and Novation

You agree that we may assign all or part of our rights under this Agreement to any party at any time, provided we give you prior written notice.

You agree and give your consent that this Agreement may be novated (that is Halytech will be replaced as a party to this Agreement by another party) to any other party by either us or the party to whom this Agreement will be novated giving notice to you, provided that the novation is on terms no less favourable to you than the terms of this Agreement immediately before the novation.

You cannot assign or novate all or part of your rights and obligations under this Agreement (other than in accordance with this paragraph), unless we provide our consent in writing (which will not be unreasonably withheld).

9.7 Relationship

Nothing in this Agreement creates or is intended to create any relationship of agency, partnership, joint venture, employment or fiduciary relationship between the parties. Neither party has authority to bind the other party in any way, or to make any representation, warranty or commitment on behalf of the other party, unless expressly authorised in writing. Each party acts independently in performing its obligations under this Agreement.

9.8 No Waiver

The failure by either party to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or power.

9.9 Notices

A notice given by a party to the other party under this Agreement must be in writing and:

delivered personally;
sent by post; or
sent by e-mail,

to that party's address or email address last notified by the intended recipient.

A notice given in accordance with this clause 9.9 is deemed to be received if:

personally delivered, on delivery;
mailed within Australia, on the expiration of two (2) business days after posting; or
sent by e-mail, at the time the email enters the recipient's information system, unless the sender receives an automated notification that delivery has failed.