Service Terms – MPers Services

1. APPLICATION:

These Service Terms apply if we supply any GEROE, Twig, Sapio Link service or any other MPers services under the relevant Order Form, in which case: (a) these Services Terms form part of and are incorporated in your Agreement with us; and (b) we agree to supply, and you agree to purchase and use, the GEROE, Twig, Sapio Link or other MPers service (as applicable) service in accordance with these Service Terms and otherwise in accordance with your Agreement with us.

2. OBLIGATIONS AND RESTRICTIONS:

2.1 MPers Service. The MPers Service allows a user to use an MPers Device to send an alert to our monitoring centre. Our monitoring centre’s response to that alert will depend on the type of MPers Service you have chosen and on the details for your MPers Service set out in the relevant Order Form.

2.2 Your obligations. You must provide to us any information (including a valid email address and mobile phone number to which we will send service notifications) or data that we require to provide the MPers Service to you, or that we reasonably request from time to time, and provide all reasonable assistance and cooperation to the extent such assistance and cooperation is required to allow us to supply the MPers Service to you. You must also comply with our reasonable directions in relation to your use (and your Personnel’s use) of the MPers Service, and notify us immediately if any email address or mobile phone number you have provided to us changes or becomes inactive or invalid.

2.3 Use restrictions. You must not (and must ensure that your Authorised Users (if any) do not) use, permit or facilitate the use of the MPers Service outside of Australia or for any purpose other than your personal purposes (if you are an individual) or internal business purposes (if you are business).  You are responsible and liable for all acts and omissions of your Authorised Users (if any).

3. MPERS DEVICES:

3.1 Approved Devices. Unless expressly agreed otherwise in your Order Form, you must only use the MPers Service in connection with Approved Devices supplied by us. We supply Approved Devices to you in accordance with our Hardware Supply Service Terms.

3.2 BYO Device. If we expressly allow you to use any device that is not an Approved Device supplied by us in connection with your MPers Service (“BYO Device”), then: (a) you must download and install the Application on that device and only use the MPers Service through the Application; (b) you must accept the end user licence terms contained within or provided with the Application; (c) the MPers Service may not operate as intended and (subject to clause 6.4 of the General Terms) we have no liability of any kind to you arising out of or in connection with any failure of the MPers Service due to you (or your Authorised Users’) using it in connection with a system or device that is not supplied by us or otherwise failing to comply with this clause 3.2.

3.3 Additional MPers Devices. You may increase the number of MPers Devices in relation to which we provide the Monitoring Service to you at any time by notifying us in writing (“Additional MPers Device”). In relation to each Additional MPers Device, you acknowledge and agree that we will not begin to provide the Monitoring Services before at least 5 Business Days after the date on which we have received the relevant notice from you.

3.4 Device testing: You must: (a) test each MPers Device (and SIM card): (i) as and when prompted to do so by us or in the MPers Device; or (ii) as required and in accordance with any direction provided by us from time to time; (b) perform all tests as are advised in writing by us to you from time to time to ensure that each MPers Device is operating; and (c) ensure that the Approved Devices are not accessed or tampered with by any unauthorised person.

4. DATA:

4.1 Application. This clause 4 does not apply if in relation to any MPers Service in relation to which we have allowed you to use a BYO Device.

4.2 Data allowance. Each MPers Service includes a 100MB monthly data allowance and a 10 minute monthly voice allowance (“Included Allowance”). Any unused Included Allowance expires at the end of each month. If the Included Allowance is exceeded in a billing month then the fees for eligible usage exceeding the monthly Included Allowance for that MPers Service may apply.

4.3 International roaming not included. You must not use and must ensure that your Personnel (if any) do not use the MPers Service outside of Australia. Without limiting the preceding sentence, you acknowledge and agree that international roaming for your MPers Service is automatically activated if you or your Personnel (if any) use your MPers Service outside of Australia, in which case additional charges may apply.

4.4  ESIM chips. Any ESIM chip we provide you as part of the MPers Service is locked. You must ensure that each ESIM chip is properly secured in your Approved Device in order to prevent any unauthorised use. You will be responsible for charges incurred as a result of any unauthorised usage of the MPers Service (including as a result of fraud or theft of an ESIM chip).

5. MPERS PLATFORM:

5.1 MPers Platform. If you are an enterprise customer, we may provide you with access to a software-as-a-service platform that will enable you to view data in relation to you are your Authorised Users’ use of the MPers Service (“Platform”), in which case, provided you have paid us the applicable fees for the MPers Service, we grant you for the Service Period a limited, non-exclusive, revocable licence to access and use the Platform in connection with your and your Authorised Users’ use of the MPers Service and otherwise for your internal business purposes. You acknowledge and agree that we may but are not obliged to provide you with any update or upgrade to, or any new version of, the Platform. You must keep all user credentials you use to access the Platform confidential at all times. You are responsible for all use of or activity in connection with the Platform through any of your user credentials.

5.2 Requirements. You are responsible for: (a) ensuring that you have adequate and compatible devices and equipment that allow them to access and use the Platform; and (b) procuring and maintaining compatible and adequate internet accesses and connections and that are suitable so that you are able to access and use the Platform in accordance with this Agreement.

6. ACKNOWLEDGEMENTS:

6.1 Life-threatening situations. The MPers Service is not a substitute for proper work health and safety procedures, the Emergency Services and calling “000” where required. Because the MPers Service is not guaranteed to be uninterrupted or error free, you should always ensure that back up procedures are in place beyond the MPers Service itself to ensure the health, safety and wellbeing of your personnel. You must not rely solely on the MPers Service for any critical, dangerous or hazardous operations or activities without appropriate back-up processes in place, or during any life-threatening situation or medical emergency where you or any of your Authorised Users (if any) are at risk.

6.2 Compliance with laws. You acknowledge and agree that we do not guarantee that the MPers Service will make you or allow you to be compliant with any specific obligation you may have under any applicable law. You are responsible for ensuring that you comply with your own obligations under all applicable laws.

6.3 Availability of the service. You acknowledge and agree that: (a) the MPers Service (or any of its components) may be unavailable from to time, including because the mobile network may be unavailable or experience drop-outs from time to time; and (b) the MPers Service may not operate as intended in any area that has no or poor mobile telecommunications or GPS coverage (for example, inside some buildings, underground or in some remote or rural areas), as applicable.

6.4 Not error-free. While we will use reasonable care in providing the MPers Service to you, to the extent permitted by law (and subject to clause 6.4 of the General Terms): (a) we make no warranty and do not provide any guarantee in relation to the availability of the MPers Service (or any part of it); (b) we do not represent or guarantee that the MPers Service (or any part of it) is fault or error free, fit for a particular purpose or provides any particular outcome; and (c) we may but are not obliged to update or modify the MPers Service (or any of its components) from time to time. If we modify or update the MPers Service (or any of its components), we will use reasonable endeavours to notify you in advance.

7. LIABILITY:

Subject to clause 6.4 of the General Terms, we are not responsible or liable to you for any failure of the MPers Service that arises from or in connection with: (a) any failure of a MPers Device to communicate with us or our systems (including if you have used up the relevant Included Allowance); (b) any failure or unavailability of the GPS system or mobile telecommunication network; or (c) any breach of your Agreement with us by your or your Personnel (if any).

8. SUSPENSION:

Without limiting any of our rights under this Agreement, we may immediately suspend your MPers Service (or any part of it) if: (a) we are unable to provide the MPers Service to you because one of your MPers Device cannot be located; (b) any part of the environment in which you or your Personnel use a MPers Device is not suitable (as reasonably determined by us) for the proper operation of the MPers Device; or (c) in our reasonable opinion, you or your Personnel (as applicable) are using or have used the MPers Service in any way that is fraudulent or excessive or in any way tat causes or is likely to cause network congestion or disruption of our monitoring centre in a way that adversely impacts our other customers.

9. CALL OUT CHARGES:

If we are required to dispatch a patrol car or emergency services as part of the alarm response, you must pay any applicable fees that we notify to you in writing.

10. EARLY TERMINATION CHARGES:

If a MPers Service is terminated or cancelled at any time before the end of the applicable Service Period for any reason other than our breach, you agree to pay us an early termination charge (“ETC”) calculated follows: ETC = ([Monthly fees] x [number of remaining months (or part thereof) in the applicable Service Period]) x 50%. You agree that the early termination charges are a genuine pre-estimate of the loss we are likely to suffer.

11. DEFINITIONS:

In these Service Terms, any term defined in the General Terms have the meaning given to them in the General Term, and the following terms have the meaning given to them below:

• Application means a mobile application that we provide or make available you that will allow you and your Authorised Users use the MPers Service through a BYO Device.
• Authorised User means any of your employees or other person whom you authorise to access and use the MPers Service (or any part of it).
• Approved Devices means a device that we supply to you in connection with the MPers Service.
• BYO Device has the meaning given to it in clause 3.2 of these Service Terms.
• General Terms means the General Terms available at: Terms and conditions.
• MPers Device means any Approved Device or any BYO Device on which the Application has been installed in accordance with clause 3.2.
• MPers Service means the service described in clause 2.1 of these Service Terms. GEROE, Twig and Sapio Link are MPers Services.