master-terms

FLEET PLATFORM TERMS OF SERVICE

LAST UPDATED 19 Aug 2025

PLEASE CAREFULLY READ THESE TERMS.

Our FLEET Platform Terms of Service is a contract that governs our customers’ use of the FLEET Platform and its associated components. It consists of the following documents:

Master Terms: These contain the core legal and commercial terms that apply to your subscription.

Product Specific Terms: These include additional terms that apply to your use of each of our products, our consulting and other services and also to third-party services.

Order Form: Your agreement specifies commercial terms and any additional amendments specific to you as the Subscriber to the FLEET Platform.

Professional Services Terms: This explains how any professional services are provided to the Subscriber.

Acceptable Use Policy (AUP): This defines what you can and can’t do while using our products and services.

Privacy Policy (PP): This describes how we collect, receive, use, store, share, transfer and process personal data in connection with your use of the FLEET platform.

Data Security and Processing Addendum (DSPA): This explains how we secure and process your data.

Service Level Schedule (SLS): This covers the availability definitions for the FLEET Platform in addition to the provision of Support Services.

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the FLEET Platform or receiving Professional Services, you are agreeing to these terms.

FLEET PLATFORM MASTER TERMS

1. DEFINITIONS

1.1. The terms in this section 1 apply to the FLEET Platform, unless the context requires otherwise:

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

"Agreement" means this agreement, including any Schedule(s), as may be amended from time to time in writing by the parties.

"Authorised User" means an employee, agent or contractor of you or your Affiliate(s) who has been granted access to the FLEET Platform.

"Business Day" means a day other than Saturday or Sunday or any day on which a Public Holiday is declared when banks are open.

"Confidential Information" means any information, verbal or written, personal or otherwise including documents, plans, sketches, drawings, software, marketing strategies, market research data, product literature, trade secrets, processes, technical information, know-how and intellectual property of FLEET or the Subscriber or any of its or their related or associated companies and any copies thereof.

“Professional Services” means the FLEET consultancy services provided to you as specified in the Professional Services Terms.

"Customer" means the end-user associated with the Subscriber (i.e. driver, passenger, corporate client etc.).

"Customer Data" means data provided by the Customer, Authorised User, Subscriber or FLEET on behalf of one of the aforementioned parties for the purpose of using the FLEET service or facilitating the Customer’s use of FLEET Services.

"Data Protection Law" means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of processing Customer Data in question under the Agreement, including without limitation European Data Protection Laws, the California Privacy Rights Act, Health Insurance Portability and Accountability Act (HIPAA) and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, New Zealand, Singapore, and Japan, in each case as amended, repealed, consolidated or replaced from time to time.

"Force Majeure Event" means any of the following events or occurrences and the effects thereof: act of God or public enemy, flood, earthquake, storm, cyclone, tornado, hurricane, lightning, fire, explosion, epidemic, pandemic, war, embargo, riot or civil disturbance, sabotage, expropriation, confiscation or requisitioning of facilities, orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction and any other matter or event which is beyond the reasonable control of the relevant party.

“FLEET Equipment” means all system components that are provided by FLEET for in-vehicle installation to provide a variety of services to Customers including but not limited to taxi meter operation, dispatch, job management, navigation, security camera operation, vehicle monitoring, communication services, distress calls and alerting, message board and notifications, lost property and expense management and other features.

“FLEET Equipment Warranty Period” means a warranty period of 12 months starting from the Customer’s receipt of FLEET Equipment.

"FLEET Platform" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via any designated URL, and any ancillary products and services that we provide to you.

"Sales Tax" means any tax, levy, impost generally imposed pursuant to the laws in your jurisdiction.

"Insolvency Event" means in respect of a party (other than for the purpose of solvent reconstruction or amalgamation):

(a) a receiver, receiver and manager, liquidator, provisional liquidator, trustee, administrator, controller, inspector appointed under any companies or securities legislation, or similar official is appointed in respect of that party or any of its property, or any security over any substantial part of its assets is enforced; or

(b) the party ceases to carry on all or substantially all of its business, is unable to pay its debts when due, or is deemed unable to pay its debts under any law, or makes an assignment for the benefit of, or enters into or makes any arrangement or compromise with, that party’s creditors or threatens to do so, or stops payments to its creditors generally; or

(d) a distress, attachment or other execution is levied or enforced upon or commenced against any substantial part of its assets and is not stayed within twenty eight (28) days; or

(e) anything having a similar effect to any of the events specified above happens under the law of any applicable jurisdiction.

"Subscriber" means the company specified on page 1 of the Order Form and includes any Affiliates.

“Order Form” means the agreement entered into between the Subscriber and FLEET.

“Subscription Fee” means any fees payable by the Subscriber to FLEET as specified in the Order Form.

"Subscription Service" means the FLEET products and services provided to the Subscriber as specified in your Order Form.

“Subscription Term” means the Initial Term specified in your Order Form as extended by any Renewal Term provided for in your Order Form, or otherwise provided for in this Agreement.

1.2. In this Agreement:

(a) reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute;

(b) the words “includes”, “including”, “for example“ and “e.g.” are not words of limitation;

(b) headings are for convenience only and do not affect interpretation.

2. USE OF SERVICES

2.1. Access - During the Subscription Term, we will provide your Authorised Users access to use the Subscription Service as described in this Agreement and your Order Form. We may provide some or all elements of the Subscription Service through third party service providers. You may provide access and use of the Subscription Service to your Affiliate's Authorised Users; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.

2.2. Additional Features - You may subscribe to additional features of the Subscription Service. This Agreement will apply to all additional feature(s) added to your Subscription Service.

2.3. Service Level Schedule - For details of FLEET’s Service Level Schedule please refer to the SLS.

2.4. Limits - Individual limits associated with your usage of the FLEET Platform are contained within your Order Form or the Product Specific Terms where applicable.

2.5. Downgrades - Depending on your FLEET Platform configuration, you may be entitled to downgrade your Subscription Service. Refer to the Product Specific Terms that apply to your Subscription Service.

2.6. Modifications - The FLEET Platform is modified from time to time, including by adding or removing features and functions in an effort to improve the product(s) for all Subscribers. For further information on our modification rights that apply to your Subscription Service, refer to the Product Specific Terms.

2.7. Customer Support - Refer to the Service Level Schedule and your Order Form.

2.8. Acceptable Use:

(a) You will comply with our Acceptable Use Policy which is located at and contained within this document.

2.9. Legacy Products - If you have a legacy FLEET product, some of the features and limits that apply to that product may be different than those that appear in these Master Terms or Product Specific Terms. If you have legacy FLEET products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a then-current version, you must execute a new Order Form.

2.10. No exclusivity or minimum volumes: Nothing in these Master Terms, the Product Specific Terms, the AUP, the PP, the DSPA or the SLS requires the Subscriber to purchase any minimum volume of products or Subscription Services from FLEET and FLEET acknowledges that it is not the exclusive provider of the Subscription Services or services substantially similar to the Subscription Services to the Subscriber.

3. CHARGES

3.1. Subscription Fees - You agree to pay the fees set forth in the relevant Order Forms(s). If you utilise any Fleet Platform service not specified in the Order Form you will be billed according to our standard rates listed on our website at .

3.2. Consumptive Fees - Your subscription may allot you a predetermined quantity of vehicles, users, transactions, SMS messages, calls, or other parameters. Should these limits be exceeded we will charge you for any additional use of the FLEET platform.

3.3. Fee Adjustments at Renewal - Upon renewal, we may increase your Subscription Fees. If this applies to you, we will notify you at least thirty (30) days’ in advance of your renewal and the increased fees will apply at the start of the next Renewal Term.

3.4. Payment by Direct Debit - If you are paying by direct debit you authorise us to debit your bank account for all fees payable during the Subscription Term. Failed Payments / insufficient funds.

3.5. Payment by Invoice - If you are paying by invoice, we will invoice you within five (5) days of the beginning of the Subscription Term and each subsequent billing period as defined by the Billing Frequency in your Order Form, and at any other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order Form.

3.6. Payment by Credit Card - If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.7. Payment Information - You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made from the Billing area within your FLEET account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

3.8. Sales Tax - All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and any Professional Services. You shall have no liability for any taxes based upon our gross revenues or net income.

4. TERM & TERMINATION

4.1. Term and Renewal - The initial term of your subscription will be specified in your Order Form. Unless otherwise stated, your subscription will automatically renew for a period equal to the shorter of the initial subscription term or one (1) year.

4.2. Notice of non-renewal - Unless otherwise specified in your Order Form, to prevent renewal of your subscription, either party must give written notice of non-renewal. The deadline for sending this notice is one-hundred and eighty (180) days from the date that is the last day of the Initial Term or then-current Renewal Term (as applicable).

4.3. Early termination - You may choose to terminate your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section for information on how to terminate your subscription. If you terminate this Agreement during any Renewal Term (other than for cause), you will be responsible for any charges, penalties, or fees imposed by third-party providers.

4.4. Termination for cause - Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a Insolvency Event. Either party may terminate this Agreement for cause on thirty (30) days’ notice if the terminating party determines that the other party is acting, or has acted, in a way that has or may negatively reflect on or affect the terminating party, its prospects, or its customers.

4.5. This Agreement may be terminated by mutual agreement between the parties.

4.6. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4.7. Suspension.

4.7.1. Prohibited Acts - We may suspend any Authorised User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement. We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.

4.7.2. Non-Payment - We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services thirty (30) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for Non-Payment, we may charge a reactivation fee to reinstate the Subscription Service.

4.7.3. Effect of termination or expiration - Upon termination or expiration of this Agreement, you will stop all use of the FLEET Platform Subscription Service unless the parties enter into an alternative arrangement in respect of the FLEET Platform. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

5. CUSTOMER DATA

5.1. Customer’s Proprietary Rights - You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consultancy Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Professional Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2. Limits on FLEET - We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Professional Services to you and only as permitted by applicable law and this Agreement.

5.3. Data Practices - We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Customer Data in an anonymized manner for machine learning. For more information on these practices please see the ‘Data Practices and Machine Learning’ section of our Product Specific Terms.

5.4. Protection of Customer Data - The terms of the Data Security and Processing Addendum (DSPA) are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DSPA sets out how we will process Personal Data on your behalf in connection with the FLEET Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DSPA, including our security measures in Annex C of our DSPA.

6. INTELLECTUAL PROPERTY

6.1. This is an agreement for access to and use of the FLEET Platform Subscription Service, and you are not granted a licence to any software by this Agreement. The FLEET Platform Subscription Service and Professional Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the FLEET Platform Subscription Service, or the Professional Services in whole or in part, or any other Intellectual Property of FLEET by any means, except as expressly authorised in writing by us. Our trademarks include, but aren’t limited to, those listed at https://www.fleet.com.au/legal/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission).

6.2. We encourage all Subscribers to comment on the FLEET Platform Subscription Service or Professional Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the FLEET Platform Subscription Service or Professional Services, without payment or attribution to you.

7. CONFIDENTIALITY

7.1. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Professional Services, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

7.3. Confidential Information does not include information:

(a) generally available to or known to the public other than as a result of unauthorised disclosure;

(b) previously known to the recipient (other than where such information is subject to a separate confidentiality agreement);

(d) lawfully disclosed by a third party.

8. PRIVACY

8.1. If, as a result of this Agreement, FLEET is able to access any information about identifiable individuals (“Customer Data”) held by you or on your behalf, then FLEET will:

(a) comply with all applicable privacy laws and such other data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of information;

(b) use the Customer Data only for the purposes of performing its obligations under this Agreement and to properly and efficiently operate and administer the FLEET Platform;

(c) restrict access to any Customer Data to its personnel who need to access the Customer Data to fulfil FLEET’s obligations under this Agreement and to properly and efficiently operate and administer the FLEET Platform; and

(d) cooperate with you in the resolution of any complaint under, or relating to, any of the laws referred to in paragraph (a).

8.2. Without limiting FLEET's other obligations under this agreement, FLEET must, upon becoming aware of reasonable grounds to suspect a potential data breach involving any Customer Data of the Subscriber or its personnel collected, stored, or processed by FLEET in the course of providing the services, promptly notify the Subscriber. FLEET must also comply with the Subscriber's reasonable directions in relation to the potential data breach. Nothing in this clause limits the actions that FLEET may take at its sole discretion to comply with applicable data protection laws and regulations, including those related to data collected, stored, or processed by FLEET for other subscribers or customers.

9. PUBLICITY

You grant us permission to include your company name and logo on our subscriber list, website, and promotional materials, thereby identifying you as a subscriber to FLEET.

10. SECURITY

10.1. You agree to the terms specified in the DPSA.

11. SUPPORT

11.1. You agree to the terms specified in the SLS.

12. WARRANTY

12.1. FLEET warrants that:

(a) it has the right to grant the licence to use the FLEET Platform as contemplated by this Agreement (including but not limited to the right to grant Subscriber the right to sub-license the FLEET Platform to Affiliates under clause 3.2); and

(b) the FLEET Platform will perform in conformity with its related user manuals and documentation; and

Subject to applicable law, all other warranties or conditions, express, implied or otherwise, are excluded.

12.2. If the above warranties are breached FLEET will, at its option and at no cost to you, provide remedial services necessary to enable the FLEET Platform to conform to the warranty.

12.3. You must notify FLEET as soon as practicable of any breach of warranty and provide FLEET with a reasonable opportunity to remedy any breach, and reasonable assistance in remedying any defects.

13. INDEMNITY

13.1. You indemnify FLEET and our officers, employees, agents, contractors and representatives (Indemnified Parties) against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which any of the Indemnified Parties pays, suffers, incurs or is liable for in connection with:

(a) any breach of this Agreement or your Order Form or negligent or fraudulent act by you, your officers, agents, employees, sub-contractors or representatives;

(b) any breach of the FLEET Driver End User Agreement by any Driver;

(c) any death, injury or damage to any person or property arising directly or indirectly from any use of the FLEET Equipment or the FLEET Platform; and/or

(d) the possession, use or operation of the FLEET Equipment by you or any Driver,

except to the extent that a claim, action, damage, loss liability, cost, charge, expense, outgoing or payment is due to our negligence, fraudulent act or breach of this Agreement or any applicable law.

13.2. You also indemnify and agree to hold each of the Indemnified Parties harmless against:

(a) any claim concerning the FLEET Equipment or the services provided by FLEET under this Agreement; and

(b) any negligent omission, fraud or willful misconduct on the part of the owner of a vehicle, its agents, employees, sub-contractors or representatives,

except to the extent FLEET has contributed to the loss or damage to the subject of the claim.

13.3. Each indemnity in this clause is a separate and independent obligation.

13.4. You undertake to maintain appropriate policies of insurance in respect of the indemnities provided to FLEET under this Agreement and your Order Form.

14. LIMITATION OF LIABILITY

14.1. You acknowledge that FLEET does not provide transportation services and is not a transportation carrier nor a common carrier. FLEET is a service provider that facilitates the formation and administration of travel arrangements between taxi/hire car drivers and taxi/hire car passengers. In particular, you acknowledge that FLEET has no responsibility or liability for any transportation services provided by the Subscriber to the Customer. FLEET is not responsible for the vehicle and the services, actions or failure to act of any driver or other third party in connection with or referenced on the FLEET Platform.

14.2. While FLEET endeavours to ensure the FLEET Platform is always available, FLEET does not guarantee that it will be error-free.

14.3. Except as otherwise expressly stated in this Agreement to the extent permitted by applicable law, FLEET’s liability under this Agreement is limited to:

(a) supplying, replacing or repairing, or paying the cost of supplying, replacing or repairing, the FLEET Platform; or

(b) supplying again, or paying the cost of supplying again, the services in respect of which any breach occurred,

provided that nothing in this clause limits FLEET’s liability to Subscriber, Customer or Authorised User for breaches of clause 7 (Confidentiality), clause 8 (Privacy) or clause 5 (Customer Data), or for damages or losses suffered by Subscriber, Customer or its Affiliates or Authorised User arising from FLEET’s negligence or willful misconduct.

14.4. Subject to clause 14.6 below, FLEET indemnifies the Subscriber for losses or damages incurred or suffered by Subscriber, or its Affiliates as a result of a third party claim that your use of the Platform infringes the intellectual property rights of that third party or FLEET’s breach of clause 12.1 (warranty), clause 7 (Confidentiality) or clause 8 (Privacy), or any negligence or willful misconduct on FLEET’s part.

14.5. To the extent permitted by applicable law, FLEET's liability in respect of the indemnity in clause 14.4 above in respect of any breach of clause 12.1 (warranty) or negligence shall not exceed FLEET’s insurance limit.

14.6. FLEET disclaims any and all liability for the acts, omissions and conduct of any Subscriber or their Customers:
(a) in connection with the use of any FLEET services; or
(b) otherwise related to your utilisation of the FLEET Platform.

14.7. To the extent permitted by applicable law, neither party will be liable to the other party for any loss or damage that does not arise naturally (that is, according to the usual course of things) from the relevant breach of this Agreement or negligent act or omission including losses described as loss of profits, loss of anticipated savings, special, consequential or indirect loss or damage, costs, expenses, however caused, which arise out of or in connection with this Agreement or the FLEET Platform. To the extent permitted by law, each party’s total liability to the other party under or in connection with this Agreement shall not exceed FLEET’s insurance limit. The exclusions and limitations set out in this clause apply regardless of how liability arises, including whether under contract, tort (including negligence), statute, indemnity or otherwise, other than in respect of any liability for a breach of third party intellectual property rights, breach of confidentiality, breach of privacy or willful misconduct where liability is uncapped.

15. FORCE MAJEURE

15.1. Notwithstanding any other provision of this Agreement, non-performance by either of the parties of any of its obligations under this Agreement (excluding an obligation to pay money) shall be excused, without liability for non-performance, during the time and to the extent that such performance is prevented, wholly or substantially, by a Force Majeure Event.

15.2. The party claiming the benefit of this clause shall promptly give written notice to the other party specifying the cause and extent of its inability to perform any of its obligations under this Agreement and the likely duration of such non-performance. In the meantime such party shall take all reasonable steps to remedy or abate the Force Majeure Event.

16. NO ASSIGNMENT

16.1. Neither party may assign any of its rights or obligations under this Agreement, except with the prior written consent of the other party, such consent not unreasonably to be withheld.

17. DISPUTE RESOLUTION

17.1. If a dispute arises between the parties out of or relating to this Agreement (Dispute), each party to the Dispute must seek to resolve it strictly in accordance with the provisions of this clause. Compliance with the provisions of this clause is a condition precedent to seeking relief in any court in respect of the Dispute, except as otherwise provided in this clause.

17.2. A party seeking to resolve a Dispute must notify the existence and nature of the Dispute to the other party (Notification). Upon receipt of a Notification, each party must refer resolution of the Dispute to their chief executives (or nominees).

17.3. If the Dispute has not been resolved within one (1) calendar month of the Notification, then each party will be entitled to pursue such course of action as it determines.

17.4. A party may not refer or publicise a dispute or refer to the other party on social media in the context of a dispute without the other party’s prior written consent.

17.5. Nothing in this clause shall limit either party’s right to seek urgent interlocutory relief from any court of competent jurisdiction at any time.

18. NOTICES

18.1. All notices required or permitted to be made under this Agreement shall be in writing and shall be considered properly given if:

(a) delivered in person;

(b) sent by post; or

18.2. Notice given under this clause shall be effective upon receipt by the addressee, except that notice transmitted by email shall be deemed to have been validly and effectively given on the day on which it is transmitted if such day is a Business Day and transmission is made before 5:00 p.m., recipient’s time, and otherwise, at 9:00 a.m. on the following Business Day.

18.3. For email notice to be effective, the sender must also receive a read or delivery receipt confirming delivery or receipt of the email or a reply to the email.

18.4. Any party may change its address for notice hereunder by giving seven (7) days’ prior written notice to the other party.

18.5. Text messages, instant messages, messages sent through social media websites, and similar messages are not considered “written” or “in writing” or valid forms of service of notices for the purposes of this Agreement.

19. GENERAL

19.1. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any subsequent breach.

19.2. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement, and the remainder will remain in full force and effect.

19.3. This Agreement, together with the Order Form sets out the entire understanding and agreement between the Subscriber and FLEET with respect to its subject matter, and it supersedes all prior negotiations, commitments and understandings, verbal or written and any order terms issued by you. Neither party has relied on any representation; arrangement, understanding or agreement (written or oral, in any medium) not set out in this Agreement, the Order Form or any amendment thereto.

19.4. In the event of any inconsistency between the terms of the Master Terms and the Order Form, the terms of the Order Form will prevail to the extent of the inconsistency.

19.5. The relationship between the Subscriber and FLEET is, and shall be for all purposes, that of a company and independent contractor, and nothing in this Agreement is to constitute or be deemed to constitute a partnership, joint venture, fiduciary relationship, franchise arrangement or employment relationship.

19.6. Governing law and jurisdiction: This Agreement, will be governed by and construed in accordance with the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state.

19.7. FLEET reserves the right to amend or modify the terms of this Agreement, including any related policies or documents incorporated by reference with the exclusion of the Order Form, at its sole discretion and without prior notice to you. Continued use of the services after any such amendments or modifications constitutes your acceptance of the updated terms. It is your responsibility to regularly review this Agreement at and any associated policies for updates.

FLEET Service Level Schedule (SLS)

1. DEFINITIONS AND INTERPRETATION

1.1 In this FLEET Service Level Schedule (SLS), definitions and any rules of construction in the FLEET Platform Terms of Service and Order Form shall apply to this SLS. For the avoidance of doubt, a reference made to a clause in this SLS is a reference to the clause of this SLS and not to a clause of the General Terms.

“Critical Outage” means a complete outage or severe issue that results in a complete inability to use the Subscription Service across a significant portion of the production infrastructure resulting in downtime and where there is no workaround to the problem.

“Designated Support Staff” means one or more nominated employees of the Subscriber who are responsible for the resolution of issues on behalf of the Customer.

“Excluded” means:

(a) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, pandemic, civil unrest, acts of terror, strikes or other labour problems (other than those involving our employees), or any other Force Majeure Event or factors, but only to the extent the Fleet Platform is affected by those circumstances;

(b) any problems resulting from Subscriber’s combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service;

(c) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and

(d) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.

“Service Availability” means (total hours in calendar month - unscheduled maintenance which causes unavailability - Critical Outage durations - scheduled maintenance - excluded) / (Total hours in calendar month - scheduled maintenance - Excluded) X 100%.

“Business Hours” means the time period specified on the Order Form.

2. AVAILABILITY TARGET

2.1 We will use commercially reasonable endeavours to make the FLEET Platform’s Service Availability 99.5% in a given calendar month. Availability calculations will be based entirely on our system records.

2.2 In the event there are three (3) consecutive calendar months during which the Service Availability falls below 99.5% in a given calendar month, the Subscriber will be entitled to a pro-rata credit amount equal to the fees applicable to the downtime as measured during the applicable period.

3. PROVISION OF SUPPORT SERVICES

3.1 We will use our best endeavours to respond to any request for technical support made by you with respect to any reproducible malfunction in the FLEET Platform or FLEET Equipment which has not been caused by an Excluded event and that you report to us as preventing the FLEET Platform or FLEET Equipment from performing materially in accordance with the applicable response times set forth in clause 5.2 of this SLS (collectively, the Support Services).

4. TECHNICAL SUPPORT

4.1 The Support Services are limited to the provision of telephone and email support to Designated Support Staff.

4.2 We shall have no obligation to provide any Support Services with respect to the FLEET Platform or any FLEET Equipment to:

(a) any of your personnel other than your Designated Support Staff; or;

(b) any Customers or Drivers affiliated with the Subscriber.

4.3. Phone Support for non-critical issues is available during the hours specified in the Order Form, with reduced hours during holidays. We accept email support questions 24 hours per day x 7 days per week.

4.4. Email responses for general enquiries are provided during phone support hours only. We attempt to respond to email support questions within one Business Day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

4.5. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of FLEET representatives.

4.6. Issues resulting from your use of API's or your extensions to the Subscription Service may be outside the scope of support. We will only provide support for third-party integrations which are listed as being supported by FLEET.

5. TECHNICAL SUPPORT SERVICE LEVELS

5.1. We will prioritise technical support requested by you under this SLS in accordance with the following severity code classification (as determined by FLEET in our absolute discretion):

Critical Outage – As defined above.
High – A partial or complete loss of production functionality resulting in significant impact to your business.
Medium – A partial loss of production functionality resulting in interruption to one or more business units.
Low – A partial loss of system functionality resulting in low or minor impact to your business.

5.2. We will use reasonable endeavours to respond to your technical support requests under clause 4.1 of this SLS within the following timeframes:

Severity Response*
Critical Outage Within two (2) Hours
High Within eight (8) Business Hours
Medium Within twenty-four (24) Business Hours
Low Within forty-eight (48) Business Hours

*Measured from the time we receive a technical support request under clause 4.1. If a support request is sent outside Business Hours it shall be deemed to be received by us at 9.00am on the next Business Day unless it is related to a Critical Outage which applies 24 hours a day, 7 days a week, 365 days per year.

6. EXCLUSIONS

6.1 We shall have no obligation to provide any Support Services with respect to the FLEET Platform or any FLEET Equipment other than as expressly required pursuant to clause 3.1 of this SLS. In addition, we shall have no obligation to provide Support Services where you have failed to pay any Fees to us as and when due and payable under this Agreement, unless and until full payment of such outstanding Fees is received.

6.2 The Support Services do not require us to provide you with Professional Services. Our provision to you of any Professional Services, whether for custom software development work or otherwise shall be subject to the negotiation of a separate written agreement between you and us.

FLEET Data Security and Processing Addendum (DSPA)

This Data Security and Processing Addendum (“DSPA”) reflects the parties’ agreement with respect to the Security and Processing of Personal Data by us on behalf of you in connection with the FLEET Subscription Services under the FLEET Customer Terms of Service between you and us.

This DSPA is supplemental to, and forms an integral part of, the FLEET Master Terms. In case of any conflict or inconsistency with the terms of the Order Form, this DSPA will take precedence over the terms of the Order Form to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active FLEET Subscription, we will let you know when we do via email.

The term of this DSPA will follow the Subscription Term as defined in the Order Form. Terms not otherwise defined in this DSPA will have the meaning as set forth in the FLEET Master Terms.

1. INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise:

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Protection Laws” means all applicable legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the DSPA, specifically the protection and privacy laws of jurisdictions where FLEET operates; as amended, repealed, consolidated or replaced from time to time.

“Data Subject” means the individual to whom Personal Data relates.

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalising, blocking, deletion, making available).

"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the FLEET Subscription Services pursuant to the DSPA, but have not signed their own separate agreement with us and are not a “Customer” as defined under the DSPA, (ii) qualify as a Controller of Personal Data Processed by us.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the FLEET Subscription Services under the Order Form. Sub-Processors may include third parties or our Affiliates but will exclude any FLEET employee or consultant.

2. CUSTOMER RESPONSIBILITIES

2.1 Compliance with Laws - Within the scope of the DSPA and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for:

(i) The accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data;

(ii) Complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes);

(iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the Platform Terms of Service including this DSPA and your Order Form.

(iv) Ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and

(v) Complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the FLEET Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if it is not able to comply with its responsibilities under this subsection (a) or applicable Data Protection Laws.

2.2 Controller Instructions. The parties agree that the Platform Terms of Service including this DSPA and your Order Form, together with your use of the FLEET Subscription Service, constitute your complete and final Instructions to us in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between us and you.

3. FLEET OBLIGATIONS

3.1 Compliance with Instructions. We will only Process Personal Data for the purposes described in this DSPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

3.2 Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will

(i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and

(ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

3.3 Security. We will implement and maintain appropriate technical and organisational measures to protect Personal Data from Personal Data Breaches, as described under Annex C of this DSPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

3.4 Confidentiality. We will ensure that any personnel whom we authorise to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

3.5 Personal Data Breaches. We will notify you without undue delay after it becomes aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities, if you are required to do so under Data Protection Laws.

3.6 Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DSPA, on termination or expiration of your FLEET Subscription Service in accordance with the procedures and timeframes set out in the Platform Terms of Service and your Order Form, save that this requirement shall not apply to the extent we are required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with its deletion practices. You may request the deletion of your FLEET account after expiration or termination of your subscription by sending a request via email. You may retrieve your Customer Data from your account in accordance with our ‘Retrieval of Customer Data’ sections throughout our Product Specific Terms.

4. SUB-PROCESSORS

4.1 You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the third parties listed in Annex A to this DSPA. We will notify you if we add or remove Sub-Processors to Annex A prior to any such changes.

4.2 Where we engage Sub-Processors, we will ensure that the Sub-Processors provide at least the same level of protection for Personal Data as those in this DSPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DSPA and for any acts or omissions of such Sub-Processor that cause us to breach any of our obligations under this DSPA.

5. DATA TRANSFERS

5.1. You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the FLEET Subscription Service in accordance with the DSPA. We will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

6. GENERAL PROVISIONS

6.1. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we may only amend this DPA with your agreement and in writing.

6.2. Severability. If any individual provisions of this DSPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DSPA will not be affected.

6.3. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DSPA (and any other DSPAs between the parties), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the FLEET Master Terms of Service and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Platform Terms of Service (including this DSPA). For the avoidance of doubt, if FLEET is not a party to the Agreement, the ‘Limitation of Liability’ section of the FLEET Master Terms of Service will apply as between you and FLEET.

6.4. Governing Law. This DSPA will be governed by and construed in accordance with the applicable Data Protection Laws of the jurisdiction in which it is enforced.

Annex A - Sub Processors

Sub Processor	Purpose	Location
Amazon Web Services, Inc	Infrastructure & Hosting	Australia, United States
Google, Inc	Infrastructure & Hosting	Australia, United States
Twilio, Inc	Telephony and communications	United States
Twilio, Inc	Services & Support	Australia
Hubspot, Inc	Marketing & communications	United States
Hubspot, Inc	Services & Support	Australia
Sinch Message Media	SMS messaging	Australia, United States
Australia Post	Identify Verification	Australia
Xero	Financial & Accounting	Australia, United States
Westpac Banking Corporation	Financial	Australia
Till Payments/Nuvei	Financial	Australia, United States
Braintree	Financial	Australia, United States
Stripe	Financial	Australia, United States
Mailgun	Communications	United States
Mailchimp	Communications	United States
Mapbox	Mapping	United States

Annex B - Details of Processing

1. Nature and Purpose of Processing - We will process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Platform Terms of Service, and as further instructed by you in your use of the Subscription Services.

2. Duration of Processing - Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Subscription Term, unless otherwise agreed in writing.

3. Categories of Data - You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

4. Categories of Personal Data - You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

Contact Information (as defined in the Master Terms).
Any other Personal Data submitted by, sent to, or received by you, or your end users, via the FLEET Subscription Service.

5. Processing operations - Personal Data will be Processed in accordance with the Agreement (including this DSPA) and may be subject to the following Processing activities:

(a) Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

(b) Disclosure in accordance with the Agreement (including this DSPA) and/or as compelled by applicable laws.

Annex C - Security Measures

1. ACCESS

1.1 Preventing Unauthorised Product Access.

1.1.1 Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

1.1.2 Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are independently audited for PCI compliance, among other certifications.

1.1.3 Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

1.1.4 Authorization: Customer Data is stored in multi-tenant storage systems that is accessible to Subscribers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

1.1.5 Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through OAuth authorization.

1.2 Preventing Unauthorised Product Use.

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

1.1.1 Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorised protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

1.1.2 Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

1.1.3 Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.

1.1.4 Penetration testing: We maintain relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

1.3. Limitations of Privilege & Authorization Requirements

1.3.1 Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are conducted regularly. Employee roles are reviewed at least once every six months.

1.3.2. Background checks: All FLEET employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All FLEET employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

2. TRANSMISSION

2.1 In-transit: We enforce HTTPS encryption (also referred to as SSL or TLS) available on all FLEET App, Web and API interfaces and every customer site hosted on HubSpot products. Our HTTPS implementation uses industry standard algorithms and certificates.

2.2 At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.

3. INPUT

3.1 Detection: We designed our infrastructure to log extensive information about the system behaviour, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

3.2 Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimise product and Customer damage or unauthorised disclosure. Notification to you will be in accordance with the terms of the Agreement.

4. AVAILABILITY CONTROL

4.1 Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

4.2 Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

4.3 Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

4.4 Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

Product Specific Terms

FLEET Platform - Business Product Specific Terms

1. INTERPRETATION

1.1 The terms in this section 1 apply to the FLEET Platform Business Product, unless the context requires otherwise:

“Administrator” means a person with responsibility for administering the Business Account of your Corporate Customer and who has access to the Business Portal.

“Authorised User” means an employee, agent or contractor of you or your Corporate Customer(s) who has been granted access to your Corporate Customer’s Business Account using the FLEET Platform.

“Business Account” means the account your Corporate Customer holds with FLEET for the purposes of this Agreement which enables their Authorised Users to charge their taxi/hire car expenditure to their business.

“Business Portal” means the interface forming part of the FLEET Platform Business Product through which the Administrator(s) can add and remove Authorised Users, review trip history, export trip data and otherwise monitor and manage the Business Account.

“Card Agreement” means the FLEET Card Program Agreement between the Corporate Customer and FLEET dated independently of this agreement.

“Corporate Customer” means the group company including any Affiliate to which the FLEET Platform Business Product is to be made available via the Subscriber or directly through FLEET.

“FLEET Card Program” means the credit card facility that is made available to your Corporate Customer pursuant to the FLEET Card Agreement.

“Sponsor Bank” refers to any sponsor bank as notified to the Subscriber and Corporate Customer by FLEET.

2. In this Agreement:

(a) a reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute;

(b) the words “includes”, “including”, “for example“ and “e.g.” are not words of limitation;

2. SOFTWARE LICENCE

2.1 FLEET grants you a non-exclusive, non-transferable licence to use the FLEET Platform Business Product for the term of this Agreement. The FLEET Platform Business Product and any upgrade or new release of the FLEET Platform Business Product provided to you, or to which you are granted access, is subject to the provisions of this Agreement.

2.2 FLEET also grants you a limited, non-exclusive, non-transferable right to sub-license the use of the FLEET Platform to your Corporate Customers for the duration and pursuant to the terms of this Agreement. You are and remain at all times liable for your Affiliate’s compliance with this Agreement.

2.3 Your use of the FLEET Platform is limited as set out in this Agreement. You are responsible for accessing (as applicable) the FLEET Platform Business Product and any upgrades or new releases of the FLEET Platform. FLEET will provide reasonable assistance in this regard where requested.

2.4 You may only use the FLEET Platform Business Product and the Business Portal for your Corporate Customer’s own internal booking, tracking and data processing purposes, and must not sublicense, distribute or otherwise make the FLEET Platform Business Product available to any unrelated third party (including, without limitation, any contractor, franchisee, agent or dealer) without obtaining FLEET’s prior written consent.

2.5 You and your Corporate Customers or Authorised Users must not disassemble, decompile or otherwise attempt to discern the source code of the FLEET Platform.

2.6 You may distribute or make the FLEET Platform available to any of your Corporate Customers in accordance with the provisions of this clause 2. The FLEET Platform may be either licensed by you on behalf of your Corporate Customer(s) approved by FLEET (for which you will be jointly and severally liable) or your Corporate Customer(s) may execute a separate agreement.

3. ACCOUNT ADMINISTRATOR

3.1 Your Corporate Customer must provide you with the name and contact details of the Administrator(s) for their Business Account. The Administrator(s) will be provided with the account administration user ID and password on your behalf.

3.2 Your Corporate Customer(s) must promptly advise you of any change to the person(s) who acts as Administrator(s) on your behalf, or any change to their contact details.

3.3 FLEET shall not be liable for any loss, cost, damage or liability arising from or in connection with any failure of the Corporate Customer to notify you in accordance with clause 3.2.

4. AUTHORISED USERS

4.1 Your Corporate Customer may determine at their discretion who shall be an Authorised User, and they will be responsible for each of their Authorised Users’ use of the FLEET Platform Business Product in connection with their business and Business Account.

4.2 When Authorised Users are added to a Business Account the FLEET Platform will automatically associate the Corporate Customer’s Business Account with any existing Authorised Users of the FLEET Platform with matching email and/or mobile numbers. The nominated Business Account will automatically appear as a payment option in the FLEET mobile and web applications and the Authorised User will receive a welcome email from the Subscriber and FLEET.

4.3 If an Authorised User is new to FLEET, they will automatically be registered with FLEET and will receive a welcome email from FLEET with instructions on how to download the FLEET application onto their mobile device along with a one-time system generated SMS code to validate their account.

4.4 Authorised Users will be able to select the Corporate Customer’s Business Account as the payment method either prior to booking (for booked trips) or at the end of the taxi/hire car trip (for hailed trips) to authorise payment of the fare. A receipt for the trip will optionally be sent to their email address and the trip will be logged in your Business Portal.

4.5 Administrators may add or delete Authorised Users, or view Authorised User reports, in the Business Portal.

4.6 If a person ceases to be an Authorised User, your Corporate Customer is responsible for removing that person’s access rights in relation to their Business Account.

5. PERMITTED USE OF FLEET PLATFORM

5.1. The Subscriber on behalf of the Corporate Customer agrees that the Corporate Customer, their Administrators and Authorised Users are only authorised to visit, view and use the FLEET Platform Business Product for business use, and that you may not duplicate, download, publish, modify or otherwise distribute any part of the FLEET Platform for any purpose other than a purpose permitted and expressly contemplated by these Terms, unless otherwise specifically authorised in writing by FLEET.

5.2 The content and software on the FLEET Platform is the property of FLEET and is protected by Australian and international copyright laws.

5.3 The Subscriber on behalf of the Corporate Customer agrees that the Corporate Customer may only use the FLEET Platform or services for lawful purposes and in lawful ways. The Subscriber and Corporate Customer must not use the FLEET Platform for sending or storing any unlawful material or for fraudulent purposes.

5.4 The Subscriber, Corporate Customer, Administrator(s) and your Authorised User(s) must not:

(a) use the FLEET Platform to cause nuisance, annoyance or inconvenience;

(b) impair the proper operation of the FLEET Platform; or

6. LOGIN, PASSWORD AND SECURITY

6.1 Your Corporate Customer is responsible for maintaining the confidentiality of any user ID and/or password provided to you by FLEET for use in connection with the FLEET Platform, the Business Portal and other services.

6.2 Your Corporate Customer is responsible for ensuring each Administrator user ID and/or password is appropriately safeguarded, and that Authorised Users do not share their FLEET user ID and/or password with any other person nor allow any other person to use their user ID or password.

6.3 Your Corporate Customer should notify FLEET promptly if they suspect any unauthorised use of any Administrator’s or Authorised User’s user ID and/or password or any other breach of security related to the FLEET Platform. If the Subscriber or Corporate Customer are concerned that any password has been compromised, or an Authorised User has lost their mobile device, you should ensure that all relevant passwords are immediately changed within the FLEET Platform, notify FLEET immediately, and cancel any outstanding requests in the relevant name in the FLEET Platform.

6.4 FLEET is not liable for any loss or damage which arises from or in connection with the Administrator’s or Authorised User’s failure to safeguard the relevant user ID, password or any loss of mobile device.

6.5 FLEET will endeavour to comply with the specific security requirements set out by the Corporate Customer and as set out in the Corporate Order Form, provided that where any of those requirements provides for change at your discretion or refers to other documents that may change over time, the Subscriber or your Corporate Customer must advise FLEET of the change. Further, if compliance with any security requirement will result in FLEET incurring additional costs, FLEET will advise the Subscriber in writing of those additional costs and you agree to reimburse FLEET for its reasonable costs or otherwise relieve FLEET from that requirement.

7. RATES AND PAYMENT

7.1 You authorise FLEET to process the Corporate Customer’s charge, credit or debit card which may include: Visa, MasterCard, American Express, Diners Club and JCB to pay for any services arranged through use of the FLEET Platform.

7.2 For trips booked through the FLEET Platform, FLEET may pre-authorise on the Corporate Customer’s charge, credit or debit card the quoted fare amount accepted by your Authorised User at the time of booking.

7.3 For taxi trips hailed on the street, FLEET may charge the Corporate Customer a Business Account service fee of 5% (including any applicable Sales Tax) applied in addition to any Authorised User’s taxi fare.

7.4 If your Corporate Customer believes there has been an error in debiting their Business Account they must notify FLEET as soon as possible after you become aware of the error. FLEET will take all reasonable steps to investigate and resolve any error.

8. THIRD PARTY SOFTWARE

8.1 If your Corporate Customer uses any third party software in connection with the FLEET Platform Business Product such as an expense management system, the terms and conditions set out in the Corporate Order Form and associated Schedule(s) will apply to, and form part of, this Agreement.

9. LIABILITY

9.1 Where you offer your Corporate Customer and their Authorised Users a payment method that you are ultimately liable for paying, including a centralised purchasing card, a single user business card or access to a FLEET prepaid or postpaid facility, you are ultimately responsible and liable for all fees and charges expended by you, your Corporate Customer and their Authorised Users. Where the Corporate Customer’s Authorised Users select a personal payment method using their own private card, you are not responsible for fees and charges expended by their Authorised Users via the personal payment method.

9.2 The FLEET Platform Business Product allows the Corporate Customer to interface with the FLEET Business Portal and third party platforms such as expense management systems. FLEET shall not be liable for any loss, damage, liability or expense that arises from the interface use of the FLEET Platform with third party software, except to the extent such loss, damage, liability or expense is caused or contributed to by FLEET or its agents, employees or contractors.

10. MARKETING

10.1 FLEET may only use the Corporate Customer’s trademarks, logos and other branding on FLEET’s website and in its marketing material with the Corporate Customer’s prior written consent in each case, and provided that FLEET follows any guidelines as to the style and format of their use that you provide to FLEET in writing.

11. BUSINESS CONTINUITY

11.1 Notwithstanding any other provision in this Agreement or the Card Agreement, FLEET will provide the Corporate Customer with as much notice as reasonably practicable prior to the termination of the agreement between Sponsor Bank and FLEET in relation to the FLEET Card Program.

11.2 If the Card Agreement is terminated by FLEET, or the FLEET Card Program is no longer available, for any reason other than the Corporate Customers default or an Insolvency Event has occurred in respect of the Subscriber or Corporate Customer, then FLEET must, no later than the termination date of the Card Agreement or FLEET Card Program, provide to the Corporate Customer and the Authorised Users an alternative payment solution which will enable the Corporate Customer and the Authorised Users to continue to use the Business Account and its functionalities.

FLEET Platform – Vehicle Dispatch System (VDS) Product Specific Terms

1. CHARGES

1.1 Rental / Purchase Fees - Refer to your Order Form

1.2 Customer induced damage - Refer to your Order Form

1.3 Loss / Theft - Process (notification) and costs (Refer to your Order Form)

2. YOUR OBLIGATIONS WITH RESPECT TO THE FLEET EQUIPMENT

2.1 You must promptly notify us if the FLEET Equipment or any of it is lost, stolen or damaged. We will not be liable to you for any loss of revenue or loss of profits or for any other losses as a result thereof.

2.2 The FLEET Equipment is supplied for Drivers to use in connection with the FLEET Platform only. You must not use the FLEET Equipment for any other purpose or allow any Driver to use the FLEET Equipment for any other purpose. You must not permit any person, other than a Driver to use the FLEET Equipment in accordance with the FLEET Driver Training and You must not alter or permit any Driver or other person to alter any identifying marking on the FLEET Equipment.

2.3 You must install and deinstall the FLEET Equipment in vehicles in line with FLEET’s installation manual. Any deviation from the advised installation process will require FLEET’s approval. Without the specific approval, any changes to the installation and deinstallation process will void FLEET’s Equipment Warranty Period. Without warranty, FLEET is not obliged to repair or replace faulty equipment.

2.4 Should FLEET equipment become subject to Customer induced damage, it will be at the discretion of FLEET to decide whether to repair or replace the Equipment. If theft or severe damage has occurred, and there is a risk of recurrence (e.g, disgruntled driver), FLEET may refuse to supply a fix or replacement for the faulty or missing Equipment until it is satisfied that the Customer has adequately addressed the risk of reoccurrence of Customer induced damage.

2.5 If you experience any Fault with respect to the FLEET Equipment, you must promptly request technical support from us in accordance with the SLS.

2.6 We may at any time exchange the FLEET Equipment with other equipment so long as the substitute equipment is capable of performing substantially the same functionality as the exchanged FLEET Equipment. Any such substitute equipment will be deemed to constitute FLEET Equipment for the purposes of this Agreement and will be subject to all of the terms and conditions of this Agreement that apply to FLEET Equipment.

3. FLEET EQUIPMENT LIMITS AND RESTRICTIONS

3.1. You may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in any FLEET Equipment. Without limiting the foregoing provisions, you agree and acknowledge that except where expressly permitted by this Agreement, you must not, and must not permit any Driver or other person to:

(a) licence sublicense, assign or transfer any rights in any FLEET Equipment or purport to do so;

(b) copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance any FLEET Equipment except to the extent permitted by applicable copyright laws.

(c) store, transmit or distribute any virus or content or other material using any FLEET Equipment that is unlawful, harmful, threatening, defamatory, infringing, offensive or in breach of any person’s rights;

(d) use any FLEET Equipment in any way which is in breach of any right of any person or any Applicable Law; or

(e) alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to any FLEET Equipment.

3.2. We reserve the right to include the words “Powered by FLEET”, or similar on any part of the FLEET Platform, on any FLEET Equipment or on any other materials that we supply to you or any Driver. You must not do anything, or permit anything to be done, that hides or obfuscates those words or any other notices that we display.

3.3. You acknowledge that the integrity of the FLEET Platform and FLEET Equipment is protected by access controls, passwords and other technical protection measures (TPMs) to prevent Intellectual Property Rights, including copyright, in the FLEET Platform and FLEET Equipment from being misappropriated. You must not attempt in any way to remove or circumvent any TPM from the FLEET Platform or FLEET Equipment.

3.4. You must comply with any security procedures, policies and standards that we notify you of from time to time in connection with your use of the FLEET Platform and FLEET Equipment and ensure that all Drivers comply with all such security procedures, policies and standards.

FLEET Platform – Card Present Payments Product Specific Terms

1. CUSTOMER RESPONSIBILITIES

1.1. Know Your Customer (KYC). Provisioning of card present payment services is subject to and will commence upon the satisfactory completion of the KYC Procedures as provided by the financial institution from time to time as they apply to the Subscriber and their Customers (Users).

1.2. Chargebacks. The Subscriber is liable for any fees associated with processing a chargeback. The Customer is responsible for providing Fleet and any Merchant Acquirers with any relevant information pertaining to a chargeback investigation case within 5 (five) business days of receiving a chargeback notification.

2. PROCESSING TRANSACTIONS

2.1. FLEET may provide the Users with a payment terminal.

2.2. Users must only process transactions if the Cardholder has received the goods or services from them or if the Cardholder has agreed to receive them later.

2.3. Users must not split a single sale into multiple card transactions.

2.4. Users must stop accepting any Card as soon as they are notified to do so.

2.5. Users must not provide cash out for any card transaction. This includes refunds.

2.6. Refunds for a card purchase must go back into the same account used for the purchase transaction.

2.7. Transactions must not be subject to any known dispute, set-off or counterclaim;

2.8. Transactions must be made in accordance with this Agreement, and any applicable Card Scheme Rules as provided by the financial institution such as PCI-DSS and any associated Operating Procedures.

2.9. Users must not process transactions where a transaction may be fraudulent or not authorised by the Cardholder;

2.10. Users must not process transactions for the payment of goods or services that violate applicable federal, state or local laws.

3. CHARGEBACKS

3.1. If a Transaction is an Invalid Transaction per clause 3.3, or otherwise constitutes a valid Chargeback in accordance with this Agreement and any relevant Card Scheme Rules, we may in our sole discretion (without a request or demand from a Cardholder or our Acquiring Bank):

3.1.1. refuse to accept the Transaction; or

3.1.2. if the Transaction has been processed, at any time within 180 days of the date of the Transaction, charge that Transaction back to the Subscriber by debiting the Settlement Account or Fee Account or by otherwise exercising any right under this Agreement.

3.2. We may refuse to accept any Transaction where:

3.2.1. The Cardholder or our Acquirer claims the transaction is invalid or disputes liability for any reason.

3.2.2. Users process a cancelled Recurring Transaction; or

3.2.3. the Cardholder asserts a claim for set off or counterclaim.

3.3. A transaction is an ‘Invalid Transaction’ if:

3.3.1. is not yet valid, or has been cancelled or revoked;

3.3.2. the Cardholder did not participate in or authorise the Transaction;

3.3.3. the Users used replaced Supplied Equipment after being directed to discontinue such use;

3.3.4. the Sales Receipt has been altered without the Cardholder's authority;

3.3.5. the Sales Receipt is incomplete or was not presented to us within the relevant timeframe;

3.3.6. it is subject to dispute, set-off or counterclaim;

3.3.7. it was processed to a Users own Card;

3.3.8. Authorisation for the Transaction was declined for any reason;

3.3.9. it represents the refinance of an existing debt or the collection for a dishonoured cheque;

3.3.10. it represents a transfer of funds, and not the supply of goods or services, or is a Cash Related Transaction;

3.3.11. it is not entered into by the User and the Cardholder or is not submitted by any authorised third party;

3.3.12. it is not processed in accordance with the Operating Procedures or any other term of this Agreement;

3.3.13. the User issues a credit which does not have a previous offsetting sale; or

3.3.14. it relates to or is in connection with, the sale of goods or services that are in contravention of the laws of the applicable jurisdiction or are otherwise prohibited by us.

3.4. If we receive a payment from a Cardholder relating to an Invalid Transaction that has been subject to a Chargeback, we will credit the Settlement Account with an amount equal to that payment, less any amount we are entitled to withhold or set off under this Agreement.

3.5. Despite any contract, arrangement or understanding to the contrary, the Users acknowledge that a Cardholder is entitled to initiate a Chargeback of any Transaction where permitted in accordance with relevant Card Scheme Rules.

4. ANTI-MONEY LAUNDERING

4.1. The Users acknowledge that a Transaction may be blocked or stopped and that a settlement may be delayed where we have reasonable grounds that it might in any way cause us to:

4.1.1. breach any law or regulation of any place or jurisdiction;

4.1.2. deal in any way with any person (natural, corporate or governmental) that is sanctioned, or is connected in any way to any person that is sanctioned, under economic and trade sanctions imposed by the United Nations, the European Union or any country;

4.1.3. breach any sanction of any kind imposed by any country (including any sanction that supports a decision or resolution of the United Nations Security Council);

4.1.4. deal in any way with any person (natural, corporate or governmental) that has been listed or named by any government, or independent authority (such as the United Nations or the European Union), as a person who is in any way suspected of being involved (or potentially involved) in terrorism or in any activities connected with terrorism; or

4.1.5. be involved (whether directly or indirectly) in any Transaction which involves the proceeds of unlawful conduct or which involves proceeds which might be applied for the purposes of unlawful conduct.

The circumstances listed above in (i) to (v) are each an "unlawful act".

4.2. The Users acknowledge and agree that we will not be liable for any loss suffered by them or their Personnel or related entities as a consequence of any action or inaction by us in accordance with paragraph 4.1.

4.3. The Users must provide all information to us which we reasonably require in order to:

4.3.1. manage our AML/CTF and economic and trade sanctions risks;

4.3.2. comply with any laws, regulations, or other prohibitions that may be applicable to us with respect any Transaction, requested action or obligation applicable to us; and/or

4.3.3. to avoid involvement in any unlawful act.

4.4. The Users warrant and undertake to us that they will not request us to take any action or perform any obligation, in connection with this Agreement that might cause us to be involved in any unlawful act. Should they become aware that we might become involved in an unlawful act in connection with this Agreement, they must immediately tell us of the fact or circumstance that might cause us to be at risk of involvement in an unlawful act. Should the Users become aware that we have become involved in an unlawful act, as a result of their performance of any action or obligation in connection with this Agreement, they must immediately tell us of the facts or circumstances that has caused this to occur.

5. SETTLEMENT OF CARD TRANSACTIONS

5.1. Users must maintain one or more bank accounts (Settlement Account) at a financial institution domiciled in their operating jurisdiction, into and from which we can initiate credits and debits in connection with this Agreement. The Settlement Account must be maintained in their full legal or trading name.

5.2. After presentation of a successful Transaction pursuant to any the Operating Procedures as provided by the financial institution, we will in accordance with our standard settlement process pay into their Settlement Account the value of all valid sales and cash out Transactions less any refunds, fees, Chargebacks, or other debits or monies paid into any Reserve Account.

5.3. We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties such as a Card Scheme, communication platforms and services, their financial institution, or any failure in the payment system of the relevant jurisdiction (or any other payment system).

5.4. If the Users believe any adjustments should be made with respect to their Settlement Account(s), they must notify us within 45 days after any debit or credit is or should have been affected.

5.5. Users warrant that all information provided by them in relation to a Transaction is true and accurate and acknowledge that we will rely on that information, including Sales Receipts.

6. CHARGE CARDS

6.1. Users authorise us to share information provided by them in and with their Application with Charge Card Company for any agreed purpose, including providing and marketing services to them.

6.2. We may agree to program the Users terminal and card acceptance solution to accept Transactions by Cards issued by a Charge Card provider.

6.3. We make no representations and give no warranties whatsoever in relation to:

6.3.1. the creditworthiness of the person presenting the Charge Card;

6.3.2. the Users arrangements with, or performance by, the Charge Card Company under their agreement with the Charge Card Company; and

6.3.3. the settlement of funds from Charge Card Transactions.

INFORMATION, PRIVACY, CONFIDENTIALITY

7. CARDHOLDER INFORMATION

7.1. Users acknowledge that Cardholder information related to a Transaction (including the names, addresses and Card account numbers of Cardholders) is Confidential Information and may constitute personal information under the Privacy Laws.

7.2. Users will comply with all applicable Privacy Laws and the PCI DSS requirements. This obligation survives termination of this Agreement.

7.3. If we require it, and where this is relevant to the Users, they must at our request validate their compliance with PCI DSS by providing us with an attestation of their PCI DSS compliance. They must complete such validation within 60 days of notification of our request to them.

7.4. Users must only use Cardholder information and related data to process a Transaction.

7.5. Users acknowledge that they do not own any Transaction Data they provide to us. During the term of this Agreement, they may only use, store, copy and disclose Transaction Data:

7.5.1. as necessary for the purposes of assisting us and the relevant Card Scheme to complete the Transaction;

7.5.2. to support any loyalty program associated with the Card or Services;

7.5.3. to provide fraud control services; or

7.5.4. for purposes specifically required by law.

7.6. If they use any third party to handle Transaction Data, they must ensure that third party handles that Transaction Data in compliance with laws and this provision of this Agreement.

8. INFORMATION

8.1. The Users authorise and consent to us sharing their information with third parties for the purposes of enabling us and them to provide the service under this Agreement and in accordance with our privacy policy.

MERCHANT TRANSACTION LIABILITY AND INDEMNITIES

9. INDEMNITY BY THE SUBSCRIBER

9.1. The Subscriber must indemnify and keep us indemnified against and must pay us on demand against all claims, actions, liability, suits, loses, expenses, costs (including legal costs and disbursements) and damages we may incur or suffer arising out of or in connection with:

9.1.1. a Transaction between the Subscriber and any Cardholder;

9.1.2. all Chargebacks including any foreign exchange difference between the value of an original Transaction and the amount of the Chargeback for a Transaction;

9.1.3. any Invalid Transaction;

9.1.4. any damage or loss to the Equipment;

9.1.5. the Subscriber or any of their Personnel processing a Transaction with incorrect Transaction information;

9.1.6. any error, negligence, wilful misconduct or fraud by the Users or their Personnel;

9.1.7. any dispute over goods or services between the Users and a Cardholder;

9.1.8. any warranty or representation whatsoever by any person in relation to any goods or services supplied by the Users;

9.1.9. the Users failure to comply with any of their obligations under this Agreement;

9.1.10. any enforcement expenses we incur to enforce this Agreement, including any amount reasonably incurred by our use of our staff and facilities, in the event of a breach of the Agreement by the Subscriber; and

9.1.11. fines, fees or penalties (including but not limited to Card Scheme fines) that we are required to pay as a direct or indirect result of the Users failure to observe any of the procedures, requirements or obligations under this Agreement,

however, the Subscriber are not required to indemnify us against any claims, actions, liability, suits, loses, expenses, costs and damages we may incur or suffer which are the sole the result of the fraud, wilful default or gross negligence of us, or our employees, contractors or agents. We will also take reasonable steps to mitigate any costs, damages, losses or liabilities which are the subject of the Subscriber indemnity under this clause.

10. INDEMNITY BY US

10.1. We must indemnify and keep the Subscriber indemnified against and must pay the Subscriber on demand against all claims, actions, liability, suits, loses, expenses, costs (including legal costs and disbursements) and damages the Subscriber may incur or suffer arising out of or in connection with:

10.1.1. any damage or loss to the Equipment caused by us or our Personnel;

10.1.2. any error, negligence, wilful misconduct or fraud by us or our Personnel;

10.1.3. any failure by us to comply with any of our obligations under this Agreement;

10.1.4. any enforcement expenses the Subscriber incurs to enforce this Agreement, including any amount reasonably incurred by their use of their staff and facilities, in the event of a breach of the Agreement by us; and

10.1.5. fines, fees or penalties that the Subscriber are required to pay as a direct or indirect result of our failure to observe any of the procedures, requirements or obligations under this Agreement however, we are not required to indemnify the Subscriber against any claims, actions, liability, suits, loses, expenses, costs and damages the Subscriber may incur or suffer which are the sole result of the fraud, wilful default or gross negligence of the Subscriber, or their employees, contractors or agents. The Subscriber will also take reasonable steps to mitigate any costs, damages, losses or liabilities which are the subject to our indemnity under this clause.

11. DEBITS AND SET OFF

We may exercise our rights under any security we hold from the Subscriber or in relation to their indebtedness under or in connection with this Agreement. We may, on notice to the Subscriber, recover any amount they owe us including by setting off that amount against an amount owed to the Subscriber or held for the Subscriber, including (without limitation) by:

11.1. debiting the Subscribers Settlement Account;

11.2. debiting the Subscribers Fee Account;

11.3. deducting and setting off amounts from settlement funds due to the Subscriber; or

11.4. invoicing the Subscriber separately for any of the following amounts:

11.4.1. funds credited to a Users account in error;

11.4.2. Invalid Transactions (including Chargebacks and our related losses);

11.4.3. Fees;

11.4.4. fees and fines imposed on us by any Card Schemes resulting from exchanges or the Users Chargebacks or their acts or omissions;

11.4.5. government charges payable by us and arising in relation to the operation of this Agreement; and

11.4.6. any other amounts then due from the Subscriber to us, relating to professional services provided or otherwise arising out of or related to this Agreement.

11.5. We may also charge interest at the applicable RBA cash rate plus 3% on amounts outstanding where there were insufficient funds in the Subscribers account to satisfy the above amounts.

12. SECURITY

12.1. We may from time to time request security from the Subscriber or a guarantor to secure performance of the Subscribers obligations under this Agreement. The Subscriber agrees to do all things necessary to put in place enforceable security as requested by us.

TERMINATION

13. TERMINATION BY US

13.1. We may terminate this Agreement at any time in the following circumstances:

13.1.1. where there are irregular, invalid or illegal Card sales by the Subscriber, excessive Chargebacks or any other circumstances which, in our reasonable opinion, may materially increase our exposure to financial or security risk;

13.1.2. where we are notified that the Subscriber or their directors appear in Visa's National Merchant Alert Service(NMAS), MasterCard's Member Alert to Control High Risk (MATCH) list or any domestic or international sanctions list;

13.1.3. where any material change occurs in the Subscribers business operation, financial condition and outlook, nature of goods and services provided, or the manner in which they are provided (including time of delivery), without notifying us and receiving our consent (which will not be unreasonably withheld) and where, in our reasonable opinion, that change may materially increase our exposure to financial or security risk;

13.1.4. where an independent certified accountant has completed an audit of the annual financial statements of the Subscriber and (where applicable) their consolidated subsidiaries, and:

13.1.4.1. the auditor's report does not provide their unqualified opinion; or

13.1.4.2. the Subscriber fails to provide us with a copy of the finalised auditors report within 5 business days of it being requested by us;

13.1.5. where the Subscriber suffers an Insolvency Event;

13.1.6. where the Subscriber purports to assign this Agreement or the Subscriber are subject to a Change in Control without our consent, which will not be unreasonably withheld;

13.1.7. where any of the information provided in the Subscribers Application or their representations or warranties in this Agreement are incorrect, false or misleading in a material respect when made or deemed to be made;

13.1.8. where the Subscriber breaches any material term of this Agreement and the breach is not capable of remedy;

13.1.9. where the Subscriber breaches any material term of this Agreement and, where the breach is capable of remedy, they do not rectify the breach within 5 Business Days' of notice of the breach;

13.1.10. where we have reasonable grounds to suspect the Subscriber have fraudulently processed Transactions or allowed fraudulent Transactions to be processed using the Services; or

13.1.11. where the Subscriber is not compliant with PCI DSS regulations.

Acceptable Use Policy (AUP)

1. INTERPRETATION

1.1 To ensure the FLEET platform’s products and services operate smoothly and without distraction, the Subscriber may not misuse or abuse the FLEET Platform. This document defines what is NOT allowed. The terms in this section 1 apply to the FLEET Platform AUP, unless the context requires otherwise:

“Misuse or Abuse” means any behaviour at the discretion of FLEET which is inconsistent with the spirit of the AUP, even in the case where it is not expressly forbidden by the letter of the AUP. “Products” means any of the FLEET products in use by the Subscriber as part of the Subscription Agreement. “Services” means any component of the FLEET Platform used in part or in full associated with the provision of services to the Subscriber. “Content” means any data, text, information, images, video, music, photos, sounds or any other materials that are provided as input and stored or transmitted through FLEET products or services.

2. DISRUPTION

2.1 Any action that results in compromising the integrity, performance, reliability or availability of our systems. This includes, but is not limited to, unauthorised probing, scanning or testing of vulnerabilities against any system or network that hosts or operates our services unless arranged in writing with FLEET.

2.2 Tampering, reverse-engineering or hacking our services, circumventing security or authentication measures, or attempting to gain access to services, related systems, networks, or data.

2.3 Modifying, disabling or compromising the integrity or performance of the services, related systems, networks or data.

2.4 Use of, or deciphering of any transmissions to or from the servers operating the services.

2.5 Overwhelming or attempting to overwhelm networks or infrastructure underlying the FLEET Platform by imposing an unreasonably large load on our systems resulting in excessive consumption of resources (CPU, memory, bandwidth, disk space).

2.6 Any non-authorised scripts, robots or other automated systems that are capable of sending more requests than a human could reasonably send in the same period using FLEET Platform products.

3. WRONGFUL ACTIVITIES

3.1 Using the services to violate the privacy of others, including publishing or posting private and confidential information without their written permission.

3.2 Misrepresentation of a user, including disguising the origin of any request (including phishing, spoofing, manipulation of request headers, impersonation of another user).

3.3 Using the services to stalk, harass or make threats of violence against others.

3.4 Using the services for any illegal purpose, or in violation of any laws.

3.5 Access to products and services by any means other than publicly supported products and interfaces.

4. INAPPROPRIATE CONTENT

4.1. Content recorded anywhere in the FLEET Platform that:

4.1.1. is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, indecent, harassing, hateful, harmful to minors, pornographic (including child pornography which will be immediately removed and reported to local law enforcement);

4.1.2. encourages illegal behaviour or conduct that is otherwise inappropriate;

4.1.3. contains viruses, worms, bots, exploits or other similar content; or

4.1.4. could otherwise cause damage or harm to FLEET or any related third party

5. TRADEMARK USE

5.1. Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the FLEET Platform, or any identifier or tag generated by the FLEET Platform, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

6. TERMINATION

6.1. Without affecting any other remedies available to FLEET, we may temporarily or permanently suspend or terminate the Subscriber’s account or access to services without notice or liability if FLEET in its sole discretion) determines that the Subscriber has violated this Acceptable Usage Policy (AUP).

6.2. You acknowledge we may disclose information regarding your use of any FLEET product or service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.

7. GENERAL TERMS

7.1. We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.

7.2. We may update and change any part of, or all of this AUP at any time. The account owner identified in the Order Form will be notified whenever changes are made.

Professional Services Terms:

If a Subscriber engages FLEET for the provision of Professional Services:

1. Scope and Retention. FLEET hereby agrees to provide the professional services (including any training and implementation services) (collectively, “Professional Services”) indicated on any mutually agreed upon and executed Statement of Work (“SOW”) or other written document (such as a “Description of Professional Services” on an Order Form) in exchange for the fees set forth therein (“Professional Services Fees”). Any SOW or other written document shall describe the scope, fees, nature and other relevant characteristics of any services being provided by FLEET to the Subscriber as part of the Professional Services which shall be governed by the terms of the terms of service - subscription agreement between the Parties (“Agreement”). All defined terms herein shall have the meaning ascribed to them in the Agreement unless otherwise defined herein. FLEET shall not be obligated to perform any Professional Services until both Parties have mutually agreed upon and executed a SOW or Order Form with respect to such Professional Services.

2. Performance and Acceptance of Professional Services.

2.1. FLEET and the Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.

2.2. FLEET will perform the Professional Services through qualified employees and/or non-employee contractors of FLEET (“Subcontractors” and together with FLEET’s employees for the purposes of these Supplemental Terms, “Professional Services Personnel”).

2.3. The Subscriber agrees to provide, at no cost to FLEET, timely and adequate assistance and other resources reasonably requested by FLEET to enable the performance of the Professional Services (collectively, “Assistance”). FLEET, including its Subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of the Subscriber, including, but not limited to, the Subscriber’s failure to provide Assistance as required hereunder.

2.4. In performing the Professional Services, FLEET will utilise Professional Services Personnel as it deems necessary to perform the Professional Services or any portion thereof. The Subscriber may object to FLEET’s use of a Subcontractor by specifying its reasonable objection to FLEET, in which case the Parties will cooperate in good faith to appoint another Professional Services Personnel to perform such Professional Services. FLEET may replace Professional Services Personnel in its normal course of business, provided that FLEET will be responsible for the performance of Professional Services by all Professional Services Personnel.

2.5. FLEET will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services. FLEET will maintain such a number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform FLEET’s obligations under the Agreement in accordance with its terms.

2.6. Deliverables (as defined in an SOW) shall be deemed accepted by Customer in accordance with the terms of the applicable SOW or Order Form.

3. Change Orders. After execution of a SOW or Order Form, the Professional Services to be provided under that SOW or Order Form may only be changed through a change order mutually executed by the Parties (“Change Order”).

4. Consulting Fees. The Subscriber will pay FLEET the Consulting Fees as detailed or described in an Order Form or SOW.

5. Relationship of the Parties. FLEET is an independent contractor and will maintain complete control of and responsibility for its Professional Services Personnel, methods and operations in providing the Professional Services. FLEET will never hold itself out as an agent, subsidiary or affiliate of Customer for any purpose, including reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Consulting Fees, Expenses or other amounts paid by Customer to FLEET hereunder shall not be considered salary for pension or wage tax purposes and neither FLEET nor its Professional Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of The Subscriber, unless otherwise required by law. The Subscriber shall not be responsible for deducting or withholding from Consulting Fees or Expenses paid for Professional Services any taxes, unemployment, social security or other such expenses unless otherwise required by law.

6. Warranties.

6.1. FLEET hereby represents and warrants that:

(a) the Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner by FLEET and its Professional Services Personnel, consistent with generally-accepted industry standards; provided that the Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at FLEET’s option, re-performance of the Professional Services or termination of the applicable SOW and return of the portion of the Consulting Fees paid to FLEET by the Subscriber for the nonconforming portion of the Professional Services; and

(b) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.

6.2. The Parties hereby agree that: EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.1, ALL PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO THE SUBSCRIBER “AS IS'' AND FLEET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO THE SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND FLEET EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FLEET SHALL NOT BE RESPONSIBLE, IN LAW OR OTHERWISE, FOR ANY DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT THE SUBSCRIBER MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY FLEET. FLEET DOES NOT WARRANT THAT THE SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. FURTHER, FLEET EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY FLEET OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO THE SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.

7. Rights to Deliverables; Ownership.

7.1. The Parties hereby agree that the specified Professional Services to be completed pursuant to any SOW or Order Form primarily involve the configuration of the Subscriber’s subscription to a Service and integration of Subscriber data with and into one or more Services, and therefore the Deliverables are inoperative without an active subscription to a Service. As between the Parties, FLEET shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and the Subscriber hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, FLEET grants the Subscriber a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables solely in connection with the Subscriber’s permitted use of the Services.

7.2. A "Subscriber Contribution" is source code that is created by the Subscriber in connection with the Professional Services and is specifically identified in a SOW. Any potential ownership or licensing of the Subscriber Contributions is addressed in the SOW.

8. Open Source. FLEET may incorporate open source materials into any Deliverable. FLEET will notify the Subscriber that it is providing such open source software upon or prior to delivery, and FLEET will avoid providing any open source materials that are governed by a so-called “copyleft licence” that would require the Subscriber to permit any disclosure of, distribute or make available any of the Subscriber’s proprietary software if the Subscriber uses the Deliverables as permitted hereunder. Any open source materials provided by FLEET are licensed to the Subscriber pursuant to the terms of the applicable open source licence and not this Agreement.