FLEET Master Terms
Fleet Platform Terms Of Service
Last Updated: 2026-02-17
Please carefully read these Terms. By signing an Order Form or using the FLEET Platform, you agree to these Terms.
These Terms of Service govern your use of the FLEET Platform and its associated components. They consist of the following:
(A) These Terms of Service: The core legal and commercial terms that apply to your subscription
(B) Your Order Form: Specifies commercial terms and any additional amendments specific to you
(C) Our Privacy Policy: Describes how we collect, use, store, share, and process personal data available at https://www.fleet.com.au/privacy
If there is any conflict between your Order Form and these Terms, your Order Form prevails to the extent of the inconsistency.
Part A: General Terms
| Item | Details |
|---|---|
| Provider | Fleet Operations Pty Ltd (ABN 84 690 407 704) |
| Provider Address | Ground Floor, 50 Miller Street, North Sydney NSW 2060 |
| Provider Contact | legal@fleet.com.au |
| Customer | [As set out in the Order Form] |
| FLEET Platform | The fleet management and transportation technology platform operated by FLEET, as further described in the Order Form |
| Subscription | Month-to-month, continuing until cancelled in accordance with Section 14 |
| Charges | As set out in the Order Form and at https://www.fleet.com.au/pricing |
| Governing Law | New South Wales, Australia |
1. Definitions and Interpretation
1.1 Definitions
In these Terms, unless the context requires otherwise:
Acceptable Use Policy or AUP means the acceptable use requirements set out in Section 6 of these Terms.
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 public holiday when banks are open in New South Wales, Australia.
Charges means the Subscription Fees and any other fees payable by you under this Agreement, as set out in the Order Form or as published by us from time to time;
Confidential Information means any information, verbal or written, personal or otherwise, including documents, plans, software, marketing strategies, market research data, product literature, trade secrets, processes, technical information, know-how, and intellectual property of FLEET or you, or any of our related or associated companies, and any copies thereof.
Customer, you, your means the company identified in the Order Form and includes any Affiliates.
Customer Data means data provided by you, your Authorised Users, or FLEET on your behalf for the purpose of using the FLEET Platform or facilitating your use of the FLEET Platform.
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 under these Terms, 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.
Designated Support Staff means one or more nominated employees of yours who are responsible for contacting FLEET for support on your behalf.
FLEET, we, our, us means FLEET Operations Pty Ltd (ABN 84 690 407 704).
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.
Force Majeure Event means any event beyond the reasonable control of a party, including but not limited to acts of God, fire, flood, earthquake, pandemic, war, terrorism, strikes, government actions, power failures, internet or telecommunications failures, or cyberattacks.
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, 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;
(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;
(c) the party is, becomes, or is deemed to be insolvent or bankrupt; 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
(d) anything having a similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
Intellectual Property Rights means all intellectual property rights and related rights, anywhere in the world, registered or unregistered, including patents, copyright (including software), rights in circuit layouts, registered designs, trademarks, know-how, inventions, and the right to have confidential information kept confidential, and any application or right to apply for registration or grant of any such rights.
Order Form means the order form signed by you and FLEET specifying your subscription details and pricing.
Personal Data means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected 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 FLEET Platform. Personal Data Breach does 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.
Professional Services means the FLEET consultancy, implementation, or training services provided to you as specified in your Order Form or a Statement of Work.
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 Platform. Sub-Processors may include third parties or our Affiliates but will exclude any FLEET employee or consultant.
Subscription Fees means any fees payable by you to FLEET as specified in the Order Form.
Taxes means any tax, levy, impost, duty, or charge generally imposed pursuant to the laws in your jurisdiction, but excluding any tax imposed on FLEET's income, profits, or gains.
1.2 Interpretation
In this Agreement, unless the context requires otherwise:
(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;
(c) headings are for convenience only and do not affect interpretation;
(d) a reference to "writing" or "written" includes email;
(e) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
2. Use of the FLEET Platform
2.1 Access
During your subscription, we will provide your Authorised Users access to use the FLEET Platform as described in these Terms and your Order Form. We may provide some or all elements of the FLEET Platform through third-party service providers. You may provide access to and use of the FLEET Platform to your Affiliates' Authorised Users, provided that all such access, use, and receipt by your Affiliates' Authorised Users is subject to and in compliance with these Terms, and you will at all times remain liable for your Affiliates' compliance.
2.2 Subscription Term
Your subscription is month-to-month and continues until cancelled by either party in accordance with Section 14.
2.3 Order Form
You must complete an Order Form which specifies the FLEET platform services, Authorised Users, Subscription Fees, billing cycle, and any additional terms applicable to your subscription. The Order Form forms part of this Agreement.
2.4 Changes to Your Subscription
You may change your subscription at any time:
(a) Adding vehicles, features, or services: Changes are effective immediately. Additional vehicles are pro-rated from the date they come online and billed in arrears for the initial period.
(b) Removing vehicles, features, or services: Changes are effective from your next billing period unless otherwise agreed.
2.5 Additional Features
(a) You may subscribe to additional features of the FLEET Platform. These Terms will apply to all additional features added to your subscription.
(b) If you use any FLEET Platform service not specified in the Order Form, you will be billed according to our standard rates.
2.6 Modifications to the FLEET Platform
The FLEET Platform is modified from time to time, including by adding or removing features and functions, in an effort to improve the products for all customers. We will not make modifications that materially diminish the core functionality of the FLEET Platform during your subscription without providing you reasonable prior notice.
3. Fees and Payment
3.1 Charges
You will pay us the Charges to access and use the FLEET Platform in accordance with this Agreement and the Order Form. All payment obligations under this Agreement are non‑cancellable and, except as expressly provided in this Agreement or the Order Form, all amounts paid are non‑refundable, provided that this does not limit your rights to any refund or other remedy that cannot be excluded under applicable law or that expressly arises on termination under Section 14.5 or indemnity under Section 15.2.
3.2 Invoicing
We will issue invoices in accordance with the billing cycle specified in the Order Form. Unless otherwise specified in the Order Form:
(a) fixed Subscription Fees are billed monthly in advance;
(b) usage-based Charges (including per-booking fees, communication fees and similar variable Charges); and
(c) any third-party fees are billed monthly in arrears.
All Charges are exclusive of GST unless stated otherwise and are payable in Australian Dollars.
3.3 Payment Method
You authorise us (and our payment providers) to collect Charges by direct debit from your nominated bank account, credit or debit card, or other payment method specified in the Order Form, and/or by net settlement by deducting Charges from funds processed through the FLEET Platform before remitting the balance to you.
3.4 Late Payment
If you fail to pay any amount due under this Agreement by the due date, we may (without prejudice to any other right or remedy):
(a) Charge interest on the overdue amount at the rate of 3% per annum above the Reserve Bank of Australia cash rate from time to time;
(b) Suspend your access to the FLEET Platform until payment is received in full; and
(c) Recover reasonable costs of collection; and
(d) If any payment collected by direct debit, credit card, or debit card fails or is declined, and the failure is not remedied within seven (7) days of the due date, we may immediately suspend or degrade your access to the FLEET Platform until payment is received in full. We will not exercise this right while you are disputing the relevant Charge in good faith in accordance with Section 3.7.
3.5 Deductions
You authorise FLEET to withhold and deduct any amounts owed to FLEET, including but not limited to Subscription Fees, usage fees, third-party fees, and other service-related fees, provided that:
(a) we only deduct amounts that are then due and payable under this Agreement or your Order Form;
(b) we provide you with reasonable transaction-level reporting to allow you to reconcile all deductions; and
(c) if you dispute any deduction, you may notify us in accordance with Section 3.7 and we will not make further deductions in respect of the disputed amount while it is being resolved in good faith.
In the ordinary course of business, FLEET may deduct such amounts on a daily basis and settle the remaining balance to you.
3.6 Records
You are responsible for maintaining your own records of all transactions processed through the FLEET platform. We will make reasonable transaction data available.
3.7 Disputed Charges
If you dispute any Charges, you must notify us in writing within thirty (30) days of the relevant invoice date, providing reasonable detail of the disputed amount. Undisputed amounts remain due and payable on the original due date.
3.8 Third-Party Fees
Certain features of the FLEET platform may invoice third-party services (including payment processing). You are responsible for any third-party fees that may apply, which will be specified in your Order Form or otherwise disclosed to you prior to your use of those features.
3.9 Fee Changes
(a) FLEET fees: We may increase Subscription Fees and other FLEET fees by providing at least thirty (30) days' prior written notice to you. Any fee increase will be effective from the start of your next billing month following the notice period. Any pricing specifically locked in your Order Form will be honoured for the period specified.
(b) Third-party fees: Fees charged by third-party providers (including payment processors and communications providers) are outside our control and may change at any time. Such changes will be passed through to you immediately or as soon as practicable.
3.10 Taxes
All fees are exclusive of Taxes, which we will charge as applicable. You agree to pay any Taxes applicable to your use of the FLEET Platform and any Professional Services. You will have no liability for any taxes based upon our gross revenues or net income.
4. Payment Processing
4.1 Merchant on Record
You are the merchant on record for all payment transactions processed through the FLEET Platform. FLEET facilitates payment processing but does not process payments on your behalf and is not responsible for the settlement of funds between you and your customers.
4.2 Payment Provider Agreements
You must contract directly with FLEET's partner payment providers:
(a) Stripe — Card Not Present transactions, ACH
(b) Nuvei — Card Present transactions
(c) Everee — Driver Payouts
You are responsible for complying with all terms and conditions of your agreements with these payment providers.
4.3 Your Liability for Payment Processing
You bear all liability for:
(a) refunds, chargebacks, reversals, and related disputes;
(b) assessments, fines, fees, and penalties imposed by payment providers, card schemes, or regulatory bodies;
(c) any costs, losses, or expenses arising from fraudulent transactions, disputed transactions, or your failure to comply with
(d) payment provider requirements; and
(e) compliance with Payment Card Industry Data Security Standards (PCI DSS) and all applicable card scheme rules.
We will pass through to you any fees, charges, fines, or penalties imposed on us by payment providers as a result of your payment processing activities.
4.4 Payment Provider Fees
Payment provider fees are specified in your Order Form or as notified by the relevant payment provider. These fees may change from time to time in accordance with the payment provider's terms.
4.5 Chargebacks and Disputes
You acknowledge that:
(a) cardholders may initiate chargebacks in accordance with applicable card scheme rules;
(b) you are responsible for providing all information required to respond to chargeback inquiries within five (5) Business Days of notification;
(c) we may debit your account or withhold settlement funds to cover chargebacks, fees, and related costs; and
(d) excessive chargebacks may result in additional fees, reserves, or termination of payment processing services by the payment provider.
4.6 Anti-Money Laundering
You acknowledge that transactions may be blocked, stopped, or delayed where we or our payment providers have reasonable grounds to believe they may:
(a) breach any law or regulation;
(b) involve any sanctioned person or entity;
(c) be connected with terrorism or terrorism financing; or
(d) involve the proceeds of unlawful conduct.
We will not be liable for any loss you suffer as a consequence of any action or inaction taken in accordance with this Section 4.6.
5. Your Responsibilities
5.1 General Obligations
You must:
(a) ensure that your Authorised Users comply with these Terms;
(b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it;
(c) comply with all applicable laws in your use of the FLEET Platform;
(d) obtain all necessary consents and authorisations to provide Customer Data to us and to permit us to process it; and
(e) be solely responsible for any transportation services you provide to your customers.
5.2 Responsibility for Authorised Users and Credentials
(a) Each Authorised User requires unique login credentials. You must not, and must ensure each Authorised User does not, share credentials with another person.
(b) You are responsible for all acts or omissions of your Authorised Users and of any other persons that access or use the FLEET Platform using credentials allocated to you.
(c) You are responsible for protecting the confidentiality of credentials and maintaining procedures to prevent unauthorised access.
(d) You must immediately notify us of any unauthorised access to the FLEET Platform or if any credentials have been lost, stolen, or compromised.
5.3 Restrictions on Use
You must not, and must ensure that your Authorised Users do not:
(a) modify, decompile, reverse-engineer, reproduce, copy, sell, resell, adapt, commercialise, or exploit the FLEET Platform;
(b) licence, sublicence, assign, or transfer any rights in the FLEET Platform or purport to do so;
(c) perform or disclose any benchmarking, availability, or performance testing of the FLEET Platform without our prior written consent;
(d) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, or penetration testing of the FLEET Platform without our prior written consent;
(e) interfere with or disrupt the integrity or performance of the FLEET Platform or any data or content within it;
(f) attempt to gain unauthorised access to the FLEET Platform or related systems or networks;
(g) use the FLEET Platform for any unlawful purpose or in violation of any applicable laws;
(h) permit any third party (other than Authorised Users) to use the FLEET Platform, or permit Authorised Users to use it for the benefit of any third party;
(i) remove, alter, or obscure any proprietary notices, labels, or marks on the FLEET Platform; or
(j) download, use, or install any other dispatch system or software other than as provided or approved by FLEET.
6. Acceptable Use Policy
6.1 Purpose
This Section 6 defines what you can and cannot do while using the FLEET Platform. Any behaviour which, at our discretion, is inconsistent with the spirit of this policy may be treated as a violation, even if not expressly prohibited.
6.2 Prohibited Conduct - System Integrity
You must not:
(a) take any action that compromises the integrity, performance, reliability, or availability of our systems;
(b) engage in unauthorised probing, scanning, or testing of vulnerabilities against any system or network that hosts or operates the FLEET Platform;
(c) tamper with, reverse-engineer, or hack the FLEET Platform, or circumvent any security or authentication measures;
(d) modify, disable, or compromise the integrity or performance of the FLEET Platform;
(e) use or decipher any transmissions to or from servers operating the FLEET Platform;
(f) overwhelm or attempt to overwhelm networks or infrastructure by imposing an unreasonably large load resulting in excessive consumption of resources (CPU, memory, bandwidth, disk space); or
(g) use any non-authorised scripts, robots, or other automated systems capable of sending more requests than a human could reasonably send in the same period.
6.3 Prohibited Conduct - Wrongful Activities
You must not:
(a) use the FLEET Platform to violate the privacy of others, including publishing private and confidential information without permission;
(b) misrepresent any user, including disguising the origin of any request (such as phishing, spoofing, manipulation of request headers, or impersonation);
(c) use the FLEET Platform to stalk, harass, or make threats of violence;
(d) use the FLEET Platform for any illegal purpose or in violation of any laws; or
(e) access the FLEET Platform by any means other than through interfaces we provide or support.
6.4 Prohibited Content
(a) You must not upload, store, or transmit content that:
(i) is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harassing, hateful, harmful to minors, or pornographic;
(ii) encourages illegal behaviour or conduct that is otherwise inappropriate;
(iii) contains viruses, worms, bots, exploits, or other harmful content; or
(iv) could cause damage or harm to FLEET or any third party.
(b) Child pornography will be immediately removed and reported to law enforcement.
6.5 Trademark Use
(a) Unless you have our express prior written permission, you may not use any name, logo, tagline, or other mark of ours, or any identifier generated by the FLEET Platform:
(i) as a hypertext link to any website (except as provided or enabled by us); or
(ii) to imply identification with us as an employee, contractor, agent, or representative.
6.6 Consequences of Violation
Without affecting any other remedies available to us, we may:
(a) immediately suspend your access to the FLEET Platform without notice if you violate this Acceptable Use Policy;
(b) review and delete any Customer Data that we determine in good faith violates these Terms; and
(c) terminate your subscription in accordance with Section 14.
We may disclose information regarding your use of the FLEET Platform to satisfy any law, regulation, government request, court order, subpoena, or other legal process. If we make such a disclosure, we will notify you unless prohibited by law.
7. Customer Data and Data Security
7.1 Ownership of Customer Data
As between FLEET and you, you own and retain all rights to Customer Data. These Terms do not grant us any ownership rights to Customer Data.
7.2 Licence to Use Customer Data
You grant us and our Affiliates a non-exclusive and royalty-free licence to use, reproduce, host, store, modify, adapt, and display Customer Data:
(a) as necessary to provide the FLEET Platform and Professional Services to you;
(b) as otherwise permitted by these Terms; and
(c) to sublicence to our personnel and Sub-Processors to exercise these rights.
This licence continues for so long as the Customer Data is required to perform our obligations or exercise our rights under these Terms.
7.3 Limits on FLEET's Use
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 to provide the FLEET Platform and Professional Services to you and only as permitted by applicable law and these Terms.
7.4 Anonymised and Aggregated Data
We may:
(a) monitor use of the FLEET Platform by all customers and use information gathered in an aggregate and anonymised manner;
(b) use Customer Data in an anonymised manner for machine learning, product improvement, analytics, and benchmarking; and
(c) collect and use usage data (data about how you use the FLEET Platform, such as features used and performance metrics) to improve our products and services.
Such anonymised and aggregated data will not identify you or any individual.
We will not attempt to reidentify any individual from anonymised or aggregated data and will not combine such data with other datasets in a way that would reasonably permit reidentification.
7.5 Feedback
You agree that all comments, suggestions, and feedback you provide about the FLEET Platform will be non-confidential and that we own all rights to use and incorporate them into the FLEET Platform without payment or attribution to you.
7.6 Data Security
(a) We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data, including:
(i) encryption of data in transit and at rest;
(ii) access controls and authentication mechanisms;
(iii) intrusion detection and prevention systems;
(iv) regular security monitoring and testing; and
(v) staff training and confidentiality obligations.
(b) We may modify or update our security measures at our discretion, provided that such modification does not result in a material degradation in the protection offered.
7.7 Personal Data Breach Notification
We will notify you without undue delay (and in any event within 72 hours) after becoming aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or as you reasonably request. At your request, we will provide reasonable assistance to enable you to notify relevant authorities if required by Data Protection Laws.
7.8 Your Responsibility for Data
You acknowledge and agree that:
(a) the FLEET Platform may provide functionality for input of Customer Data, and we are not responsible for the accuracy or completeness of any such data;
(b) we are not required to verify, check, or validate Customer Data;
(c) we are not responsible for any data entry, cleansing, or manipulation; and
(d) you are responsible for any security vulnerabilities arising from Customer Data.
8. Privacy and Data Processing
8.1 Compliance with Privacy Laws
Each party will comply with applicable Data Protection Laws in the performance of its obligations under these Terms.
8.2 FLEET's Privacy Obligations
If, as a result of these Terms, FLEET is able to access any Personal Data held by you or on your behalf, then FLEET will:
(a) comply with all applicable Data Protection Laws;
(b) use the Personal Data only for the purposes of performing its obligations under these Terms and to properly and efficiently operate and administer the FLEET Platform;
(c) restrict access to Personal Data to its personnel who need access to fulfil FLEET's obligations; and
(d) cooperate with you in the resolution of any complaint under applicable Data Protection Laws.
8.3 Processing Instructions
You instruct us to Process Personal Data as necessary to provide the FLEET Platform in accordance with these Terms and your Order Form, and as further instructed by your use of the FLEET Platform. We will only Process Personal Data in accordance with your documented instructions, except where required by applicable law.
8.4 Conflict of Laws
If we become aware that we cannot Process Personal Data in accordance with your instructions due to a legal requirement, we will:
(a) promptly notify you of that legal requirement (to the extent permitted by law); and
(b) where necessary, cease Processing (other than storing and maintaining security) until you issue new instructions with which we can comply.
8.5 Sub-Processors
(a) You agree that we may engage Sub-Processors to Process Personal Data on your behalf. Our current Sub-Processors are listed in Schedule 1 to these Terms.
(b) We will notify you if we add or remove Sub-Processors prior to any such changes.
(c) We will ensure that Sub-Processors provide at least the same level of protection for Personal Data as required by these Terms.
(d) We remain responsible for each Sub-Processor's compliance with these Terms.
8.6 International Data Transfers
You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the FLEET Platform. We will ensure such transfers are made in compliance with applicable Data Protection Laws.
8.7 Data Retention and Deletion
(a) Upon cancellation or termination of your subscription, we will provide you with an extract of your Customer Data within thirty (30) days (and in any event within sixty (60) days maximum).
(b) Following provision of the data extract, we will delete or render inaccessible all Customer Data, except:
(i) data we are required to retain by applicable law (such as financial transaction records); and
(ii) data archived on backup systems, which we will securely isolate and delete in accordance with our standard practices.
(c) You may request deletion of your FLEET account after termination by contacting us in writing.
9. Intellectual Property
9.1 FLEET Ownership
The FLEET Platform and Professional Services are protected by intellectual property laws. They belong to and are the property of FLEET or our licensors, and we retain all ownership rights to them. These Terms are an agreement for access to and use of the FLEET Platform; you are not granted a licence to any software by these Terms. Nothing in these Terms transfers ownership of your Intellectual Property Rights to FLEET. You retain all rights in your Customer Data, trademarks, business methods, and any materials you provide to FLEET.
9.2 Restrictions
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the FLEET Platform or the Professional Services, in whole or in part, by any means, except as expressly authorised in writing by us.
9.3 Trademarks
Our trademarks include those listed at fleet.com.au/legal/trademarks (which we may update from time to time). You may not use any of our trademarks without our prior written permission.
9.4 Customer IP
For the avoidance of doubt, nothing in this Agreement assigns or transfers to FLEET any Intellectual Property Rights that you own or are licensed to use prior to or independently of this Agreement.
10. Confidentiality
10.1 Obligations of Receiving Party
The party receiving Confidential Information (Receiving Party) will:
(a) protect the confidentiality of the Confidential Information of the disclosing party (Disclosing Party) using the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care;
(b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms;
(c) not disclose Confidential Information of the Disclosing Party to any third party, except to third-party service providers used to provide the FLEET Platform or Professional Services who are bound by confidentiality obligations; and
(d) limit access to Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations no less stringent than those in these Terms.
10.2 Permitted Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any law, statute, regulation, subpoena, or legal process, provided that:
(a) the Receiving Party provides the Disclosing Party with prompt notice sufficient to allow the Disclosing Party to object or seek a protective order (unless such notice is prohibited by law, in which case the Receiving Party will disclose only the minimum amount required); and
(b) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid court order.
10.3 Exclusions
Confidential Information does not include information that:
(a) is or becomes generally available to the public other than as a result of unauthorised disclosure;
(b) was previously known to the Receiving Party without confidentiality obligations;
(c) is independently developed by the Receiving Party outside the scope of these Terms; or
(d) is lawfully disclosed by a third party without confidentiality restrictions.
11. Service Levels and Support
11.1 Availability Target
We will use commercially reasonable endeavours to make the FLEET Platform available 99.9% of the time in each calendar month (Service Availability). Availability calculations will be based entirely on our system records.
11.2 Availability Calculation
Service Availability means: (total hours in calendar month − unscheduled downtime − scheduled maintenance − Excluded Time) / (total hours in calendar month − scheduled maintenance − Excluded Time) × 100%.
11.3 Excluded Time
Availability excludes downtime caused by:
(a) circumstances beyond our reasonable control, including Force Majeure Events;
(b) problems resulting from your combining or merging the FLEET Platform with hardware or software not supplied or approved by us;
(c) interruptions resulting from telecommunications or internet service provider failures outside our data centre;
(d) interruptions resulting from the failure or unavailability of public cloud computing infrastructure or other upstream service providers outside our reasonable control;
(e) misuse, improper use, alteration, or damage of the FLEET Platform by you; and
(f) scheduled maintenance (for which we will provide reasonable notice).
11.4 Service Credits
If Service Availability falls below 99.9% for three (3) consecutive calendar months, you will be entitled to a pro-rata credit equal to the fees applicable to the downtime during that period. To receive a credit, you must request it in writing within thirty (30) days of the end of the third consecutive month. This is your sole and exclusive remedy for availability issues.
11.5 Support Services
We will provide technical support for reproducible issues with the FLEET Platform that you report to us, subject to the following:
(a) Support is provided only to your Designated Support Staff;
(b) We do not provide support directly to your drivers, passengers, or end customers;
(c) Phone support for non-critical issues is available during business hours specified in your Order Form;
(d) Email support is accepted 24 hours per day, 7 days per week, with responses during business hours;
(e) Issues resulting from your use of APIs or custom extensions may be outside the scope of support; and
(f) We will only provide support for third-party integrations that are listed as supported by FLEET.
11.6 Response Times
We will use reasonable endeavours to respond to support requests within the following timeframes:
| Severity | Description | Response Time |
| Critical | Complete outage affecting significant portion of production | Within 2 hours (24/7) |
| High | Partial or complete loss of production functionality with significant impact | Within 8 Business Hours |
| Medium | Partial loss of functionality with interruption to business units | Within 24 Business Hours |
| Low | Partial loss of functionality with minor impact | Within 48 Business Hours |
Severity is determined by FLEET in our reasonable discretion. Requests sent outside Business Hours (except Critical) are deemed received at 9:00am on the next Business Day.
11.7 Limitations on Support
We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting in a way that results in misuse of support or abuse of FLEET representatives.
12. Warranties
12.1 FLEET Warranties
FLEET warrants that:
(a) it has the right to grant the rights contemplated by these Terms, including the right to permit your use of the FLEET Platform;
(b) the FLEET Platform will perform substantially in conformity with its documentation; and
(c) the FLEET Platform complies with all applicable laws.
12.2 Warranty Remedy
If we breach the warranties in Section 12.1, we will, at our option and at no cost to you, provide remedial services necessary to enable the FLEET Platform to conform to the warranty. You must notify us as soon as practicable of any breach and provide us with a reasonable opportunity and assistance to remedy it.
12.3 Disclaimer
Subject to applicable law (including without limitation the consumer guarantees under the Australian Consumer Law, which are not excluded or limited by these Terms to the extent they apply), all other warranties or conditions, express, implied, or otherwise, are excluded, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the FLEET Platform will be uninterrupted, error-free, or free from harmful components.
12.4 Your Acknowledgements
You acknowledge that:
(a) the FLEET Platform has not been specifically designed or tailored for you;
(b) you are responsible for ensuring the FLEET Platform meets your requirements;
(c) you are responsible for ensuring you have the software, hardware, and systems required to access the FLEET Platform; and
(d) FLEET does not provide transportation services—we provide software to help you manage your transportation business.
13. Limitation of Liability
13.1 FLEET Not a Transportation Provider
You acknowledge that:
(a) FLEET does not provide transportation services and is not a transportation carrier;
(b) FLEET is a service provider that facilitates the management of transportation operations;
(c) FLEET has no responsibility or liability for any transportation services provided by you to your customers; and
(d) FLEET is not responsible for the vehicle, the services, or the actions or failures of any driver or other third party.
13.2 Limitation of FLEET's Liability
Subject to Section 13.4, FLEET's total aggregate liability to you for any and all claims arising out of or related to these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the Charges actually paid by you in the twelve (12) months immediately preceding the date of the claim.
13.3 Exclusion of Consequential Loss
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damages, or any loss of profits, revenue, goodwill, business, anticipated savings, or data, whether in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such loss.
13.4 Exceptions to Limitations
The limitations and exclusions in Sections 13.2 and 13.3 do not apply to:
(a) liability for death or personal injury caused by negligence;
(b) liability for fraud or fraudulent misrepresentation;
(c) liability for breach of Section 10 (Confidentiality);
(d) liability for breach of Section 8 (Privacy and Data Processing) or applicable Data Protection Laws;
(e) liability for wilful misconduct or gross negligence;
(f) your obligation to pay fees under Section 3;
(g) your indemnity obligations under Section 15.1; or
(h) FLEET's indemnity obligations under Section 15.2.
13.5 Disclaimer of Third-Party Liability
FLEET disclaims any and all liability for the acts, omissions, and conduct of:
(a) you or your Authorised Users in connection with the use of the FLEET Platform;
(b) your drivers, passengers, or customers; and
(c) third-party service providers (except to the extent FLEET is responsible for their acts under these Terms).
14. Term and Termination
14.1 Term
(a) Your subscription continues month-to-month until terminated in accordance with this Section 14.
(b) If your Order Form specifies a fixed term, your subscription will automatically revert to a month-to-month subscription at the end of that term at the then-current pricing, unless renewed by a new Order Form or cancelled in accordance with this Section 14.
14.2 Termination by You
You may cancel your subscription at any time by providing us with written notice. No notice is required for month-to-month subscriptions. Termination will take effect at the end of your then current billing month, unless we agree in writing to an earlier effective date. We will not charge Subscription Fees for any period after the effective date of termination.
14.3 Termination by FLEET for Cause
We may terminate your subscription:
(a) immediately without notice if you breach Section 5 (Your Responsibilities) or Section 6 (Acceptable Use Policy) in a manner that creates a security risk, involves illegal activity, or could harm FLEET, the FLEET Platform, or other users;
(b) on thirty (30) days' notice if you commit a material breach of these Terms that remains uncured at the expiration of such period; or
(c) on fourteen (14) days' notice if you fail to pay any undisputed amount that remains overdue for more than thirty (30) days.
(d) immediately if you become subject to an Insolvency Event.
14.4 Suspension
(a) Immediate suspension: We may immediately suspend your access to the FLEET Platform without notice for violations of Section 5 (Your Responsibilities) or Section 6 (Acceptable Use Policy), security threats, or illegal activity. We may also review and delete any Customer Data that we determine in good faith violates these Terms, provided that we have no duty to pre-screen, control, monitor, or edit Customer Data.
(b) Suspension for non-payment: Suspension for 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 or degrade your access thirty (30) days after such notice (or seven (7) days after a failed automated payment in accordance with Section 3.4(d)). We will not suspend or degrade while you are disputing charges in good faith in accordance with Section 3.7.
(c) Lifting suspension: We will lift any suspension once we are satisfied that the basis for suspension has been remedied.
14.5 Effect of Termination or Cancellation
Upon termination or cancellation of your subscription:
(a) you must immediately stop all use of the FLEET Platform;
(b) we will provide your Customer Data extract within thirty (30) days (and in any event within sixty (60) days maximum);
(c) fees will cease to accrue sixty (60) days after the termination date, regardless of whether the data under 14.5(b) is complete.
(d) you must pay all outstanding fees through the date your data extract is complete;
(e) following provision of the data extract, we will delete Customer Data in accordance with Section 8.7;
(f) if we terminate for cause, you must promptly pay all unpaid fees;
(g) if you terminate because of our material uncured breach, we will refund any prepaid fees for unused periods after the termination date; and
(h) Sections that by their nature should survive will survive termination, including Sections 1, 7, 8, 9, 10, 13, 15, 16, and 17.
15. Indemnification
15.1 Customer Indemnity
You indemnify FLEET and our officers, employees, agents, contractors, and representatives ("Indemnified Parties") against any claim, action, damage, loss, liability, cost, charge, expense, or payment which any of the Indemnified Parties pays, suffers, incurs, or is liable for in connection with:
(a) any breach of these Terms or your Order Form by you, your officers, agents, employees, contractors, or Authorised Users;
(b) any negligent, fraudulent, or wilful act or omission by you or your personnel;
(c) your use of the FLEET Platform;
(d) any violation of applicable law by you;
(e) any claim by your drivers, passengers, customers, or other third parties arising from your operations or use of the FLEET Platform;
(f) any death, injury, or damage to any person or property arising from transportation services you provide; and
(g) any Customer Data you provide to us,
except to the extent that such claim is due to our negligence, fraud, or breach of these Terms.
15.2 FLEET's Indemnity
FLEET indemnifies you against claims, damages, losses, and expenses (including reasonable legal fees) arising from third-party claims that your use of the FLEET Platform in accordance with these Terms infringes that third party's Intellectual Property Rights, provided that you:
(a) notify us promptly in writing upon becoming aware of any such claim;
(b) provide reasonable cooperation to us (at our expense) in the defence and settlement;
(c) grant us sole control of the defence and settlement (provided we may not settle in a manner that admits liability on your part without your consent); and
(d) do not make any admission or settlement without our prior written consent.
15.3 IP Claim Response
If the FLEET Platform is, or in our opinion is likely to be, claimed to infringe third-party Intellectual Property Rights, we may at our option and sole cost:
(a) obtain the right for you to continue using the FLEET Platform;
(b) modify or replace the FLEET Platform to make it non-infringing while providing materially equivalent functionality; or
(c) terminate your subscription and refund any prepaid fees for unused periods.
This Section 15.2 and 15.3 sets out your sole and exclusive remedy and our sole liability for intellectual property infringement claims.
15.4 Exclusions from FLEET Indemnity
We have no obligation under Section 15.2 for claims arising from:
(a) Customer Data;
(b) use of the FLEET Platform in combination with hardware, software, or services not provided by us;
(c) modifications to the FLEET Platform not made by us; or
(d) your breach of these Terms.
15.5 Independent Indemnities
Each indemnity in this Section 15 is a separate and independent obligation.
16. Dispute Resolution
16.1 Escalation
If a dispute arises between the parties out of or relating to these Terms (Dispute), each party must seek to resolve it in accordance with this Section 16 before pursuing legal action (except as provided in Section 16.5).
16.2 Notification and Negotiation
(a) A party seeking to resolve a Dispute must notify the other party in writing of the existence and nature of the Dispute (Notification).
(b) Upon receipt of a Notification, each party must refer resolution of the Dispute to their senior executives (or nominees).
(c) The executives will negotiate in good faith for at least thirty (30) days.
(d) If the Dispute has not been resolved within thirty (30) days of the Notification, each party may pursue legal remedies.
16.3 Confidentiality of Disputes
A party may not 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.
16.4 Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
16.5 Urgent Relief
Nothing in this Section 16 limits either party's right to seek urgent interlocutory relief from any court of competent jurisdiction at any time.
17. General Provisions
17.1 Entire Agreement
These Terms, together with your Order Form, set out the entire understanding and agreement between you and FLEET with respect to the FLEET Platform. They supersede all prior negotiations, commitments, understandings, and agreements (verbal or written). Neither party has relied on any representation not set out in these Terms or the Order Form.
17.2 Amendments
We may amend these Terms from time to time. We will notify you of material changes at least thirty (30) days before they take effect. Your continued use of the FLEET Platform after changes take effect constitutes acceptance of the amended Terms.
17.3 Assignment
(a) You may not assign any of your rights or obligations under these Terms without our prior written consent.
(b) We may assign these Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
(c) If we request that you consent to a novation, you will do all things necessary to give effect to it.
17.4 Subcontracting
We may subcontract any of our obligations under these Terms. We remain responsible for the performance of our subcontractors.
17.5 Independent Contractors
The relationship between you and FLEET is that of independent contractors.
17.6 Relationship
Nothing in these Terms constitutes a partnership, joint venture, fiduciary relationship, franchise, agency, or employment relationship.
17.7 Waiver
No delay or failure in exercising any right under these Terms constitutes a waiver of that right. No consent to a breach constitutes consent to any subsequent breach.
17.8 Severability
If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
17.9 Force Majeure
Neither party is liable for delays or failures in performance caused by a Force Majeure Event, provided that:
(a) the affected party promptly notifies the other party of the Force Majeure Event and its expected duration; and
(b) the affected party takes all reasonable steps to mitigate the effects of the Force Majeure Event.
This does not excuse any obligation to pay money.
17.10 Notices
(a) All notices under these Terms must be in writing and delivered by hand, post, or email.
(b) Notices to FLEET must be sent to: Fleet Operations Pty Ltd ACN 690 407 704, Ground Floor, 50 Miller St, North Sydney NSW 2060, Australia, or support@fleet.com.au.
(c) Notices to you will be sent to the address or email specified in your Order Form.
(d) Notice is effective:
(i) if delivered by hand, on delivery;
(ii) if sent by post, on the sixth Business Day after posting;
(iii) if sent by email, on the next Business Day after transmission unless the sender receives a delivery failure notice.
(e) Text messages, instant messages, and social media messages do not constitute valid notices.
(f) Either party may change its notice address by providing seven (7) days' prior written notice.
17.11 Publicity
You grant us permission to identify you as a FLEET customer on our website and in marketing materials, including use of your company name and logo. You may withdraw this permission at any time by notifying us in writing.
17.12 No Third-Party Beneficiaries
These Terms do not create any rights for any third party, except that our Affiliates and Indemnified Parties may enforce rights granted to them.
Part B: Professional Services
18. Professional Services
18.1 Scope
If you purchase Professional Services, we will provide the consulting, implementation, training, or other services specified in your Order Form or a separate Statement of Work (SOW). We are not obligated to perform any Professional Services until both parties have agreed in writing on the scope and fees.
18.2 Performance
(a) We will perform Professional Services through qualified employees and/or contractors (Professional Services Personnel).
(b) We and you agree to cooperate in good faith to achieve satisfactory completion of Professional Services in a timely and professional manner.
(c) We will control the method and manner of performing Professional Services, including supervision of Professional Services Personnel.
18.3 Your Cooperation
You agree to provide, at no cost to us, timely and adequate assistance and resources reasonably requested to enable performance of Professional Services (Assistance). We will not be liable for any deficiency in Professional Services to the extent it results from your failure to provide Assistance.
18.4 Changes
After execution of an SOW or Order Form, Professional Services may only be changed through a written change order signed by both parties.
18.5 Fees
You will pay the Professional Services fees specified in the Order Form or SOW.
18.6 Deliverables
(a) As between the parties, we own all right, title, and interest in any deliverables created in providing Professional Services, including all derivatives, enhancements, and modifications.
(b) Subject to these Terms and payment of fees, we grant you a non exclusive, non-transferable, non-sublicensable licence to use deliverables solely in connection with your permitted use of the FLEET Platform.
(c) Notwithstanding clause 18.6, where Professional Services deliverables are created specifically for you pursuant to a Statement of Work and do not incorporate FLEET's pre-existing Intellectual Property, you will own the Intellectual Property Rights in those deliverables upon payment in full of all applicable fees. FLEET retains a non-exclusive licence to use such deliverables for its internal purposes.
18.7 Professional Services Warranty
We warrant that Professional Services will be performed in a professional manner consistent with generally accepted industry standards. Your sole remedy for breach of this warranty is, at our option, re-performance of the non-conforming Professional Services or refund of the fees paid for those services.
18.8 Disclaimer
Except as set forth in Section 18.7, all Professional Services and deliverables are provided "as is" and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that deliverables will be error-free or uninterrupted.
Schedule 1
Sub-Processors
We use the following Sub-Processors to provide the FLEET Platform:
| Sub-Processor | Purpose | Location |
| Amazon Web Services, Inc | Infrastructure & Hosting | Australia, United States |
| Google, Inc | Infrastructure & Hosting | Australia, United States |
| Twilio, Inc | Telephony, SMS, and Communications | Australia, United States |
| Stripe | Payment Processing (Card Not Present, ACH) | Australia, United States |
| Nuvei (Till Payments) | Payment Processing (Card Present) | Australia, United States |
| Everee | Driver Payouts | United States |
| Sinch MessageMedia | SMS Messaging | Australia, United States |
| HubSpot, Inc | Marketing & Customer Communications | Australia, United States |
| Mapbox | Mapping Services | United States |
We may update this list from time to time and will notify you of changes. A current list is available at https://www.fleet.com.au/legal/sub-processors (or such other URL as we may notify you).
Where a Sub-Processor is located outside Australia, FLEET will ensure that appropriate safeguards are in place for the transfer of Personal Data in accordance with the Australian Privacy Principles (in particular, APP 8). You acknowledge that use of the FLEET Platform may involve the transfer of Personal Data to the locations specified above.