Terms Of Use

Effective Date: 10 September 2023

These Terms of Use ("Terms") constitute a legal agreement between Vanguard Wireless Pty Ltd, ABN 78 169 681 805 ("Vanguard Wireless", “Our”), and any individual or entity using the hardware and services provided by Vanguard Wireless ("You"). By using the hardware or subscribing to the services, You agree to comply with and be bound by these Terms. If You do not agree to these Terms, please do not use the hardware or subscription services.

1. Hardware Purchase and Ownership:

1.1. Purchase and Transferability: Upon full payment of the agreed purchase price, title of the specified hardware ("Hardware") and risk transfer to You. Ownership of the Hardware is transferable, and the firmware license is also transferable, but these Terms will continue to apply to the Hardware, firmware, and any new owner.

1.2. Firmware License: For any Hardware purchase where firmware is intrinsic to that Hardware (“Firmware”), the purchaser is granted a perpetual, transferable license for the use of that Firmware. This license is non-exclusive and non-transferable, except to new owners of the Hardware. The terms of this Firmware license are subject to these Terms.

1.3. Touchscreen Control Unit (if applicable): If the purchase includes a Touchscreen Control Unit, the purchaser is granted a perpetual license for the use of the intrinsic operating system and software application of the Touchscreen Control Unit. This license is non-exclusive and non-transferable, except to new owners of the Hardware. The terms of this operating system and software application license are subject to these Terms.

1.4. Warranty: All Hardware is covered by a 12 month warranty from the date of purchase. This warranty covers defects in materials and workmanship under normal use. If a Hardware defect arises and a valid claim is received within the warranty period, Vanguard Wireless will, at its discretion, either repair the Hardware or replace it.

2. Subscription License:

2.1. Scope: The Subscription License includes access to various components (“Subscription Services”), including but not limited to the User Portal, periodic User Portal updates, Smartphone Apps, periodic Smartphone App updates, Touchscreen Control Unit application software updates, SMS notifications, push notifications to the Smartphone App, and push notifications to the Touchscreen Control Unit.

2.2. License: Vanguard Wireless grants the purchaser a non-exclusive and revocable license to access and use the Subscription Services, subject to these Terms. This license is only transferable with written consent from Vanguard Wireless.

2.3. Subscription Period: The Subscription License is provided on a subscription basis for a fixed period specified at the time of purchase ("Subscription Period"). At the end of each Subscription Period, You must renew the subscription to continue using the Subscription Services.

2.4. Payment: You agree to pay the applicable subscription fees for the Subscription License. Failure to make timely payment may result in the suspension or termination of access to the Subscription Services.

2.5. Consent: You consent to receiving alerts, notifications and other messages that are intrinsic to the Subscription Services.

3. Your Responsibilities:

3.1. Acceptable Use: You agree to use the Hardware and the Subscription Services in accordance with all applicable laws and these Terms. You are responsible for any misuse or unauthorised access to these components.

3.2. Account Security: You are responsible for maintaining the confidentiality of any authentication credentials and shall not share or disclose them to any third party. You shall promptly notify Vanguard Wireless of any unauthorised access to a Subscription Service.

3.3. Setup: You must set up and use the Hardware or Subscription Services in accordance with all instruction and operating material provided to you including that found on the Vanguard Wireless website.

3.4. Managers and Users: You acknowledge and agree that:

(a) You are responsible for the appointment of a dedicated manager who is inducted on how the Hardware and Subscription Services work, and who then inducts any other users;

(b) You are responsible to ensure that Vanguard Wireless, at all times, are provided with an accurate list of all dedicated managers appointed pursuant to clause 3.4(a), either via email or the User Portal;

(c) Vanguard Wireless will not be liable in any way to you for any loss or damage if you fail to provide us with an accurate list pursuant to clause 3.4(b); and

(d) You are solely responsible for ensuring that only authorised users have access to the Subscription Services and that their level of access is appropriate;

3.5. Hardware Location: You are responsible for ensuring devices are located and installed within range to ensure optimum connectivity.

3.6. Batteries (if applicable): If you have purchased battery operated Hardware you are responsible for charging and/or replacing batteries.

3.7. Integrations: Where the Hardware or Subscription Services are integrated with a third-party system, You are solely responsible for the functionality of the third-party system and Vanguard Wireless provide no warranties as to the third party system or its use or suitability for integration.

3.8. Software Right, Title and Interest: You must not infringe or in any way undermine Our right, title, and interest in the software related to the Hardware or Subscription Services.

3.9. Internet Connection: You are responsible for ensuring a continuous internet connection where required. If you have purchased a Touchscreen Control Unit and intend to use it in conjunction with Subscription Services, it requires a permanent, high-speed internet connection.

3.10. SIM Card Plan for Touchscreen Control Unit (if applicable): If the Hardware includes a Touchscreen Control Unit with the optional SIM card plan for internet connectivity, You are responsible for maintaining that SIM card plan with Vanguard Wireless.

3.11. SIM Card Plan for Cellular Device (if applicable): If the Hardware includes a cellular device, it is mandatory that You maintain a SIM card plan provided by Vanguard Wireless for that device.

3.12. Software Updates: You are responsible for updating software where the software needs to be updated manually.

3.13. Device Naming: You must name and rename devices to clearly indicate their location to users of the system.

3.14. Monitoring: You are responsible for using the features of the Hardware and/or Subscription Services to monitor any power supply and/or connectivity issues and address them immediately.

3.15. Testing: You must conduct your own regular tests of the Hardware and Subscription Services and ensure that it is correctly functioning at all times.

3.16. Usage: You are responsible for the use of the Hardware and Subscription Services, including any alerts, notifications or other messages sent or received by the Subscription Services.

3.17. Work Health and Safety Management: You are responsible for only using the Hardware and Subscription Services as part of a work health and safety management system and plan, and you are responsible for the adequacy of that system and plan.

4. Intellectual Property Rights

4.1 No Transfer: Nothing in these Terms constitutes a transfer of any intellectual property rights. All intellectual property in the Hardware and Subscription Services is owned or licensed by Vanguard Wireless and is available for use only under licence.

5. Privacy and Data:

5.1. Data Collection: Vanguard Wireless may collect and use certain data in connection with the Hardware and provision of the Subscription Services.

5.2. Data Ownership: You retain ownership of any data uploaded, generated, or processed using the Subscription Services.

5.3. Data Access: You grant Vanguard Wireless the right to access user data as necessary for the provision of the Subscription Services, to provide support, or as otherwise necessary to fulfil its obligations under these Terms.

6. Termination:

6.1. Termination by You: You may terminate their Subscription License at any time by providing written notice to Vanguard Wireless, subject to any applicable cancellation fees.

6.2. Termination by Vanguard Wireless: Vanguard Wireless may terminate these Terms, on notice to you, if:

(a) You have breached these Terms and such a breach causes, or has the potential to cause any loss or harm to Vanguard Wireless or to You; or

(b) You fail to make any payment to Vanguard Wireless on or before any due date.

6.3. License Revocation: Where these Terms are terminated, any Subscription License granted to You is revoked and You no longer have any right to access the Subscription Services.

7. Amendments:

7.1. Changes to Terms: Vanguard Wireless may modify these Terms at any time, with notice to You. Continued use of the Hardware or Subscription Services after such modifications constitutes acceptance of the updated Terms.

8. Disclaimer of Warranty:

8.1. No Warranty: The Firmware and the Subscription Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2. Risk: Vanguard Wireless do not warrant that the Hardware and Subscription Services will control any risk.

9. Liability

9.1. Limit of Liability: To the full extent permitted by law:

(a) Vanguard Wireless exclude all liability in, caused by, or related to, your non-compliance with clause 3;

(b) Vanguard Wireless exclude all liability in respect of loss of any personal injury, any financial loss due to site shut downs/stop work orders, any damage to person or property, loss of functionality following the expiry of any subscription or failing payment by you, any death, any loss of data, any interruption of business or any consequential or incidental damages; and

(c) Vanguard Wireless exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.

9.2. Third Party Use: If you allow a third party to use the Hardware or Subscription Services, to the maximum extent permitted by law, you must ensure that the third party has access to all instruction and operating material provided to you and you indemnify us for any claim made by that or any other third party in connection with any use, attempted use, or misuse.

9.3. Legislation: These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, Vanguard Wireless limit Our liability in respect of any claim to, at Our option:

(a) in the case of goods other than goods of a kind ordinarily acquired for personal, domestic or household use or consumption:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of having the goods repaired, and

(b) in the case of services other than services of a kind ordinarily acquired for personal, domestic or household use or consumption:

(i) the supply of the services again; or

(ii) the payment of the cost of having the services supplied again.

9.4. Australian Consumer Law: This clause 9 is to be read subject to the various statutory guarantees set out in Australian Consumer Law. Under Australian Consumer Law, you have certain rights which cannot be excluded. The remedy you are entitled to will depend on whether the issue is major or minor:

(a) Minor: If you have a minor problem with a product or service, Vanguard Wireless can choose to give you a free repair or resupply the services instead of giving you a replacement or refund.

(b) Major: When you have a major problem with a product or service, you have the right to choose a replacement or refund.

10. Labour

10.1. Fees: Should onsite assistance be required by You, a market rate call out fee (which includes the first half hour) plus an hourly rate thereafter will be charged. You will be responsible for such charges where You, or your representative, has requested onsite assistance.

10.2. Onsite Service: Onsite services subject to labour charges include but are not limited to: troubleshooting Hardware or internet connectivity, battery changing, Hardware locating or relocating, Hardware set up or installation, user set up, user induction, and correcting user mistakes with respect to Hardware or Subscription Services.

10.3. Remote Troubleshooting: Remote troubleshooting services are not subject to labour charges but requires You to have a Touchscreen Control Unit with a permanent, high-speed internet connection, which You are responsible for pursuant to clause 3.9.

10.4. Travel: Fees associated with providing onsite service to You that requires interstate or international travel are subject to negotiation.

11. Complaints

11.1. Complaints: If You have a complaint about the Hardware, Subscription Services, or any other aspect of Vanguard Wireless, please contact us via email at info@vanguardwireless.com.au.

11.2. Response Time: Vanguard Wireless will respond to any complaint within 48 hours of receipt.

11.3. Escalation: If You are not happy with the proposed complaint resolution, You may request an internal review and escalation where a senior manager will review the complaint and either affirm or amend the proposed resolution.

12. General

12.1. You must not assign, sub-license or otherwise deal in any other way with any of your rights under these Terms.

12.2. If a provision of these Terms is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

12.3. Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it.

12.4. These Terms are governed by the laws of New South Wales, and each party submits to the jurisdiction of the courts of New South Wales.

13. Branding Clarification

Whilst these Terms refer to "Vanguard Wireless”, this name is interchangeable with "Vanguard Wireless by Orisent," "Orisent powered by Vanguard Wireless," and "Orisent", all of which collectively refer to the legal entity Vanguard Wireless Pty Ltd.

This clarification is made to ensure that regardless of the brand name used, all references pertain to the same legal entity. Different brand names do not indicate separate legal entities but rather reflects marketing and branding strategies.

 

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