ManageVehicle – Terms of Service

These Terms of Service (“Terms”) govern your access to and use of ManageVehicle’s platform, products, and services (collectively, the “Services”). By using our Services, you agree to these Terms. If you do not agree, you may not use our Services.

1. TERMS AND CONDITIONS OF SALE AND LICENSES

1.1 Agreement Scope and Structure

1.1.1 These Terms and Conditions (“T&Cs”) govern and are incorporated into any agreement, order form, or service request signed by the Customer for the procurement of ManageVehicle’s products, software, or services. 1.1.2 The Agreement consists of the primary terms contained within this document, as well as any appendices, schedules, order forms, pricing sheets, statements of work, or other documentation explicitly referenced herein. 1.1.3 The Agreement supersedes all previous negotiations, understandings, representations, or contracts, whether written or oral, unless explicitly stated otherwise. 1.1.4 In the event of a conflict between the Terms in this Agreement and any supplementary agreements, the provisions of this document shall prevail unless expressly overridden in writing by an authorized representative of ManageVehicle. 1.1.5 The Customer’s purchase order, electronic acceptance, or signature of the Agreement constitutes acceptance of these T&Cs in full.

1.2 Modifications and Amendments

1.2.1 ManageVehicle reserves the right to update or amend these Terms at any time. Changes will be effective upon notification through the official website, email correspondence, or other official communication channels. 1.2.2 If the Customer does not agree with the updated Terms, they must notify ManageVehicle within 30 days, after which the continued use of the Services shall constitute acceptance of the revised Terms. 1.2.3 No modifications, amendments, or waiver of any provisions within these Terms shall be valid unless agreed to in writing by both parties.

1.3 Customer Responsibilities and Obligations

1.3.1 The Customer shall provide accurate, complete, and up-to-date information when entering into this Agreement. 1.3.2 The Customer is responsible for ensuring that all users within their organization comply with the Terms and do not engage in unauthorized or prohibited activities. 1.3.3 The Customer shall use the Services strictly in accordance with applicable laws, industry regulations, and best practices. 1.3.4 The Customer shall be responsible for maintaining the confidentiality and security of their login credentials and account access. 1.3.5 ManageVehicle reserves the right to conduct periodic audits of the Customer’s usage to ensure compliance with the licensing terms.

1.4 Notices and Communications

1.4.1 Any formal communication required under these Terms shall be sent in writing to the designated contact details specified in the Agreement. 1.4.2 Notices shall be deemed effectively received: (i) immediately if sent via electronic mail with receipt confirmation; (ii) upon delivery if sent via courier or registered mail; or (iii) three (3) business days after mailing via standard postal service. 1.4.3 ManageVehicle reserves the right to communicate operational updates, service modifications, and other essential notifications via electronic means, including but not limited to email, in-app messaging, and online dashboards.

1.5 Intellectual Property Rights and Licensing

1.5.1 ManageVehicle retains all intellectual property rights, including copyrights, trademarks, patents, trade secrets, and proprietary technology associated with its products and services. 1.5.2 The Customer is granted a limited, non-exclusive, non-transferable, revocable license to use the software and services solely for their internal business operations. 1.5.3 The Customer shall not modify, reproduce, distribute, reverse engineer, decompile, or attempt to gain unauthorized access to any ManageVehicle software or proprietary technology. 1.5.4 The Customer may provide feedback, suggestions, or improvements to ManageVehicle, which may be used by ManageVehicle without any obligation of compensation.

1.6 Order Placement, Acceptance, and Rejection

1.6.1 All purchase orders are subject to review and acceptance by ManageVehicle. 1.6.2 ManageVehicle reserves the right to reject any order at its discretion, including but not limited to cases involving incomplete information, non-compliance with requirements, or prior breaches of contract. 1.6.3 The acceptance of an order is confirmed upon issuance of an order confirmation or commencement of service provision by ManageVehicle. 1.6.4 ManageVehicle may request additional documentation, such as proof of identity or financial stability, before processing an order.

1.7 Pricing, Payment Terms, and Fees

1.7.1 The pricing for Services is specified in the applicable order form, service agreement, or price list provided by ManageVehicle. 1.7.2 Payment shall be made in accordance with the payment terms specified in the order form, which may include upfront payments, recurring billing, or installment plans. 1.7.3 Late payments may be subject to penalties, service suspension, or termination at ManageVehicle’s discretion. 1.7.4 Any applicable taxes, levies, duties, or regulatory fees shall be the responsibility of the Customer.

1.8 Term, Renewal, and Termination of Agreement

1.8.1 The Agreement shall commence on the Effective Date and continue for the duration specified in the order form. 1.8.2 Unless otherwise stated, the Agreement shall automatically renew for successive periods unless the Customer provides a termination notice at least thirty (30) days before the renewal date. 1.8.3 ManageVehicle reserves the right to terminate the Agreement immediately upon material breach, non-payment, unauthorized use of Services, or violation of applicable laws. 1.8.4 Upon termination, the Customer shall immediately discontinue use of the Services and return any ManageVehicle-owned hardware, software, or intellectual property within fourteen (14) days. 1.8.5 Any outstanding payments or financial obligations shall become immediately due upon termination.

1.9 Waivers and Severability

1.9.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that provision. 1.9.2 If any provision of these Terms is deemed invalid, unlawful, or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.

1.10 Governing Law and Jurisdiction

1.10.1 These Terms shall be governed and construed in accordance with the laws of the jurisdiction where ManageVehicle is headquartered. 1.10.2 Any disputes arising under or related to this Agreement shall be resolved through arbitration in accordance with the decision made by independent chair person appointed by Manage Vehicle to resolve the dispute, and the decision of the arbitrator shall be final and binding. 1.10.3 Both parties agree to waive the right to a trial by jury and any participation in class-action lawsuits related to the Services.

2. DELIVERY, SHIPPING & INSTALLATION

2.1 General Shipping and Delivery Terms

2.1.1 ManageVehicle provides estimated delivery timelines at the time of purchase. These estimates are based on product availability, shipping location, and standard processing times. However, these are not guaranteed delivery dates.
2.1.2 ManageVehicle shall not be responsible for delays caused by factors beyond its control, including but not limited to shipping carrier delays, customs clearance issues, natural disasters, pandemics, or labor strikes.
2.1.3 The Customer acknowledges that ManageVehicle reserves the right to ship orders in multiple shipments if necessary due to inventory availability or logistics.
2.1.4 The Customer shall be responsible for providing accurate shipping information at the time of order. Any delays, misdelivery, or losses resulting from incorrect or incomplete shipping details provided by the Customer shall be the sole responsibility of the Customer.
2.1.5 If a Customer refuses to accept delivery for any reason other than damaged or incorrect goods, ManageVehicle reserves the right to charge the Customer for return shipping fees and a restocking fee of up to 15% of the order value.

2.2 Risk of Loss and Title Transfer

2.2.1 The risk of loss or damage to the product passes to the Customer once the product has been handed over to the shipping carrier.
2.2.2 If a shipment is lost in transit, the Customer must notify ManageVehicle within seven (7) business days of the estimated delivery date to initiate an investigation with the carrier.
2.2.3 ManageVehicle retains the title to all shipped products until full payment has been received and cleared.
2.2.4 If a Customer fails to make full payment, ManageVehicle reserves the right to reclaim the delivered goods or disable any associated software functionalities until outstanding amounts are paid in full.
2.2.5 If the Customer selects their own carrier or shipping method, the Customer assumes full responsibility for the shipment, and ManageVehicle shall not be liable for any loss or damage during transit.

2.3 Delivery Inspection and Reporting Damages

2.3.1 Upon receiving a shipment, the Customer must inspect all items immediately for damages, missing components, or incorrect products.
2.3.2 Any discrepancies or damage must be reported to ManageVehicle within seven (7) business days of receipt. The report must include clear photographic evidence of the issue, along with a detailed description.
2.3.3 If ManageVehicle is not notified of any damage within the required timeframe, the shipment shall be deemed accepted as received and in good condition.
2.3.4 If damage is reported and confirmed, ManageVehicle shall either replace the damaged product or provide a suitable remedy at its discretion.

2.4 Installation Services Provided by ManageVehicle

2.4.1 If the Customer has purchased professional installation services from ManageVehicle, an authorized technician will be assigned to perform the installation.
2.4.2 The Customer is responsible for providing full access to vehicles, premises, or designated installation sites on the agreed installation date.
2.4.3 The Customer must ensure that the vehicle is in good working condition and that installation can proceed without obstruction. Any failed or rescheduled installations due to the Customer’s lack of preparation may incur additional fees.
2.4.4 ManageVehicle shall not be responsible for any modifications made to the vehicle as part of the installation process, including drilling, wiring, or mounting of hardware. The Customer acknowledges that such modifications may affect manufacturer warranties and accepts this as a condition of installation.

2.5 Self-Installation and Customer Responsibilities

2.5.1 If the Customer opts for self-installation, ManageVehicle will provide installation manuals and online support resources.
2.5.2 The Customer assumes all responsibility for proper installation, including ensuring correct wiring, power supply, and device configuration.
2.5.3 Any damages caused due to incorrect installation, improper handling, or non-compliance with installation instructions shall void the product warranty.
2.5.4 ManageVehicle may offer limited remote assistance for self-installation issues, but on-site support will be subject to additional service fees.

2.6 Returns, Replacements, and Restocking Fees

2.6.1 ManageVehicle accepts returns for eligible products within thirty (30) days of delivery, subject to the terms outlined in this section.
2.6.2 The product must be in its original condition, unused, and in the original packaging with all included accessories and documentation.
2.6.3 The Customer must obtain a Return Merchandise Authorization (RMA) number before sending back a product. Returns without an RMA number will be rejected.
2.6.4 If the return is due to an error by ManageVehicle (e.g., wrong product shipped), ManageVehicle will cover return shipping costs and arrange a replacement at no charge.
2.6.5 If the return is initiated for reasons not attributable to ManageVehicle, including buyer’s remorse, incorrect orders placed by the Customer, or changes in business needs, the Customer shall bear the return shipping cost and may be subject to a 15% restocking fee.
2.6.6 Refunds will be processed within ten (10) business days after the returned product has been inspected and approved.

2.7 Failed Deliveries, Storage Fees, and Re-Delivery Charges

2.7.1 If a delivery attempt fails due to the Customer’s unavailability, incorrect address, or refusal to accept the package, the carrier may make additional delivery attempts. If these fail, the package may be returned to ManageVehicle.
2.7.2 If a package is returned to ManageVehicle due to failed delivery attempts, the Customer must pay additional shipping fees for re-delivery.
2.7.3 If the Customer does not arrange for re-delivery within fourteen (14) days of the failed delivery, the order may be canceled, and a restocking fee may be applied.
2.7.4 If a Customer fails to retrieve or accept their order within the required timeframes, storage fees may be applied at the rate of $10 per day per package.

2.8 International Shipments and Customs Duties

2.8.1 International orders may be subject to customs duties, taxes, and import regulations imposed by the destination country.
2.8.2 The Customer is responsible for complying with all applicable import laws and for paying any customs duties, taxes, and brokerage fees.
2.8.3 ManageVehicle is not responsible for customs delays or fees imposed by the Customer’s local government.
2.8.4 If a package is returned due to the Customer’s refusal to pay customs fees, ManageVehicle reserves the right to deduct applicable fees and shipping costs from any eligible refund.

3. ACCESS RIGHTS, RISK OF LOSS, TITLE, AND SECURITY INTEREST

3.1 Access Rights to ManageVehicle Software and Services

3.1.1 The Customer is granted a non-exclusive, non-transferable, revocable right to access and use the ManageVehicle software and services solely for the internal business operations of the Customer. 3.1.2 The Customer shall not sublicense, resell, lease, rent, or otherwise distribute ManageVehicle software, services, or related intellectual property to any third party without prior written consent from ManageVehicle. 3.1.3 ManageVehicle reserves the right to monitor system usage, compliance with these Terms, and any activities performed using the software to ensure authorized and appropriate use. 3.1.4 Unauthorized attempts to access restricted areas of the system, modify software functionality, or interfere with system integrity shall constitute a breach of these Terms, resulting in immediate suspension or termination of access. 3.1.5 The Customer acknowledges that access to ManageVehicle’s software and services may be restricted or revoked if the Customer fails to comply with payment obligations, security policies, or applicable laws.

3.2 Ownership and Title of Hardware and Software

3.2.1 ManageVehicle retains all rights, title, and interest in and to all software, hardware, and intellectual property associated with its services, unless explicitly transferred in a separate agreement. 3.2.2 Any hardware provided to the Customer, including but not limited to tracking devices, cameras, and telematics units, shall remain the property of ManageVehicle unless purchased outright by the Customer. 3.2.3 In cases where the Customer is using leased or rented hardware, the Customer must return the hardware upon termination of the Agreement. Failure to return such hardware within fourteen (14) days may result in additional fees or charges equivalent to the hardware’s full replacement cost. 3.2.4 The Customer shall not alter, tamper with, reverse engineer, or remove any security features, serial numbers, or identifying labels from the hardware or software provided by ManageVehicle. Any unauthorized modification or interference with ManageVehicle’s hardware may void warranties and result in liability for damages.

3.3 Risk of Loss and Damage

3.3.1 The risk of loss, theft, or damage to any hardware provided by ManageVehicle shall transfer to the Customer upon shipment, regardless of whether the hardware has been installed or activated. 3.3.2 If any hardware is lost, stolen, or damaged after delivery, the Customer shall be responsible for all replacement costs, including shipping and installation fees. 3.3.3 In the event of hardware failure due to a manufacturing defect, the Customer must notify ManageVehicle within seven (7) business days of discovering the issue to be eligible for repair or replacement under warranty terms. 3.3.4 The Customer shall be responsible for implementing reasonable security measures to protect hardware from theft, unauthorized access, and environmental damage. 3.3.5 If a device is reported stolen, the Customer must provide an official police report within fourteen (14) days to ManageVehicle to determine eligibility for replacement. ManageVehicle reserves the right to deny replacement requests without such documentation.

3.4 Security Interest and ManageVehicle’s Right to Repossess Hardware

3.4.1 If hardware is leased, rented, or financed by ManageVehicle, the company retains a security interest in the hardware until all payments and contractual obligations are fulfilled. 3.4.2 In cases of non-payment, contract breach, or fraudulent activity, ManageVehicle reserves the right to remotely disable, repossess, or take legal action to recover the hardware. 3.4.3 The Customer grants ManageVehicle the right to enter the Customer’s premises or designated vehicle locations to retrieve the hardware if the Agreement is terminated or if payments are outstanding for more than sixty (60) days. 3.4.4 If repossession is required, the Customer agrees to bear all costs associated with retrieval, including but not limited to labor, legal, and transportation expenses.

3.5 Software License Restrictions

3.5.1 The software provided by ManageVehicle is licensed, not sold, to the Customer and remains the intellectual property of ManageVehicle. 3.5.2 The Customer may not copy, modify, distribute, or create derivative works of the software unless expressly permitted in writing by ManageVehicle. 3.5.3 Reverse engineering, decompiling, or attempting to extract source code from ManageVehicle software is strictly prohibited. Any such actions shall result in immediate termination of the Agreement and may result in legal action. 3.5.4 If the Customer ceases operations, enters bankruptcy, or experiences insolvency, ManageVehicle reserves the right to revoke software licenses and terminate access to the system. 3.5.5 If software misuse is detected, including unauthorized account sharing, excessive API requests, or attempts to bypass security controls, ManageVehicle may suspend or terminate access without prior notice.

3.6 Data Access and Ownership

3.6.1 The Customer retains ownership of all operational data and fleet information entered into the ManageVehicle platform. 3.6.2 ManageVehicle reserves the right to collect, analyze, and anonymize system usage data to improve performance, enhance security, and optimize service offerings. 3.6.3 The Customer grants ManageVehicle a limited, non-exclusive license to use operational data for analytics, reporting, and troubleshooting purposes. 3.6.4 The Customer is responsible for implementing their own data backup procedures. ManageVehicle shall not be liable for any data loss resulting from Customer negligence, cyber-attacks, or force majeure events.

3.7 Termination of Access and Hardware Retrieval

3.7.1 If the Agreement is terminated for any reason, the Customer must cease using ManageVehicle software and return any rented or leased hardware within fourteen (14) days. 3.7.2 ManageVehicle reserves the right to disable software functionality and revoke access upon contract termination. 3.7.3 If the Customer fails to return hardware, a final invoice will be issued for the full replacement value. 3.7.4 ManageVehicle shall not be responsible for Customer data stored in the system beyond thirty (30) days post-termination. The Customer must export or back up necessary data before account deactivation. 3.7.5 Any attempts to continue using ManageVehicle services after termination shall be considered unauthorised access and may result in legal action.

4. FEES, PAYMENTS & TAXES

4.1 Fees and Pricing Structure

4.1.1 The pricing for ManageVehicle services, hardware, and software licenses is determined based on the specific plan or agreement signed by the Customer. Fees may vary depending on service tiers, device quantities, and additional features selected by the Customer. 4.1.2 All pricing is listed in the currency specified in the Customer’s invoice or agreement and is exclusive of applicable taxes, unless otherwise stated. 4.1.3 ManageVehicle reserves the right to adjust pricing at any time. Price changes will take effect at the start of the Customer’s next billing cycle following at least thirty (30) days’ notice via email or platform notification. 4.1.4 Any promotional discounts or special pricing offers are temporary and subject to the terms specified in the promotional agreement. Once the promotion ends, the standard pricing will apply unless otherwise agreed upon in writing.

4.2 Payment Terms and Billing

4.2.1 Payment for ManageVehicle services is due according to the payment schedule outlined in the Customer’s agreement or invoice. Payments may be required on a monthly, quarterly, or annual basis, depending on the selected plan. 4.2.2 Customers are required to maintain an active payment method on file, including but not limited to credit cards, bank transfers, or direct debit. 4.2.3 ManageVehicle utilizes an automated billing system to charge recurring fees. The Customer authorizes ManageVehicle to automatically process payments on the due date specified in their agreement. 4.2.4 If a payment fails due to insufficient funds, expired payment methods, or bank errors, ManageVehicle will notify the Customer and retry the payment. If the payment remains unpaid after seven (7) days, service may be temporarily suspended until the outstanding balance is cleared. 4.2.5 Any disputes regarding billing must be submitted in writing to ManageVehicle within fourteen (14) days of the charge. Failure to dispute charges within this period shall constitute acceptance of the invoiced amount.

4.3 Late Payments and Service Suspension

4.3.1 Payments not received within the due date specified in the invoice shall be considered late and may incur a late payment fee of 1.5% per month, or the maximum allowed by law, whichever is lower. 4.3.2 If a payment remains outstanding for more than thirty (30) days, ManageVehicle reserves the right to suspend access to the services until payment is received. During suspension, the Customer will not have access to fleet tracking, reporting tools, or other ManageVehicle platform features. 4.3.3 If a payment remains outstanding for more than sixty (60) days, ManageVehicle may terminate the Customer’s account and reclaim any leased hardware. The Customer shall be responsible for any outstanding balance, including early termination fees if applicable. 4.3.4 ManageVehicle reserves the right to engage third-party collection agencies or legal counsel to recover unpaid amounts. The Customer agrees to bear all costs associated with collection efforts, including legal fees, court costs, and collection agency fees.

4.4 Taxes and Regulatory Compliance

4.4.1 The Customer is responsible for all applicable federal, state, provincial, or local taxes, duties, and regulatory fees associated with the purchase or use of ManageVehicle services and products. 4.4.2 If required by law, ManageVehicle shall collect and remit taxes on behalf of the Customer. Tax amounts will be itemized separately in invoices and are subject to changes based on government regulations. 4.4.3 If the Customer is tax-exempt, they must provide a valid tax exemption certificate to ManageVehicle prior to billing. Any tax exemption requests submitted after invoicing will not be eligible for retroactive tax refunds. 4.4.4 ManageVehicle is not responsible for any tax obligations imposed by the Customer’s jurisdiction outside of taxes it is legally required to collect. Customers must ensure compliance with all applicable tax regulations in their region.

4.5 Refunds and Credits

4.5.1 All payments made to ManageVehicle are non-refundable, except where required by law or explicitly stated in the Customer’s agreement. 4.5.2 If a billing error occurs due to ManageVehicle’s fault, the Customer may request a correction or refund within fourteen (14) days of the erroneous charge. 4.5.3 ManageVehicle may, at its discretion, offer account credits for service disruptions, overcharges, or goodwill gestures. Credits have no cash value and can only be applied to future invoices. 4.5.4 Refunds will not be provided for partial service periods, early termination, or unused features unless explicitly stated in a separate agreement.

4.6 Chargebacks and Payment Disputes

4.6.1 If the Customer initiates a chargeback through their bank or payment provider, ManageVehicle reserves the right to immediately suspend the Customer’s account while the dispute is investigated. 4.6.2 Chargebacks initiated under false pretenses or without prior dispute resolution attempts with ManageVehicle may be considered fraudulent and may result in account termination and legal action. 4.6.3 If a chargeback is resolved in favor of ManageVehicle, the Customer is required to pay the disputed amount, along with any associated chargeback fees imposed by the payment processor. 4.6.4 Customers are encouraged to contact ManageVehicle’s billing support before initiating chargebacks to seek a resolution.

4.7 Subscription Cancellations and Early Termination Fees

4.7.1 Customers on subscription plans may cancel their subscription by providing thirty (30) days’ written notice before the next billing cycle. Cancellations requested after the billing date will take effect in the following billing period. 4.7.2 If a subscription is canceled before the end of a contracted period, the Customer may be subject to early termination fees as outlined in their agreement. 4.7.3 Customers using leased or rented hardware must return the hardware in good working condition within fourteen (14) days of cancellation to avoid additional fees. 4.7.4 ManageVehicle reserves the right to deny subscription reactivation requests if an account has outstanding debts or was previously terminated due to violations of these Terms.

5. SUBSCRIPTION, TERM & TERMINATION

5.1 Subscription Plans and Terms

5.1.1 ManageVehicle offers subscription-based access to its software and services, with various plans tailored to different business needs. Customers may choose from monthly, annual, or multi-year plans, as specified in their Order Form or Service Agreement. 5.1.2 Subscription plans may include different levels of features, user access, and service options. The Customer acknowledges that certain features may only be available in premium-tier plans and are subject to additional fees. 5.1.3 Subscription plans shall commence on the date of activation or as specified in the Customer’s agreement and shall remain in effect for the agreed term unless terminated in accordance with these Terms. 5.1.4 The Customer agrees to comply with all subscription terms, including applicable usage limits, restrictions, and conditions stated in their selected plan.

5.2 Automatic Renewal

5.2.1 Unless otherwise specified in the agreement, all subscriptions shall automatically renew for successive terms equal to the initial subscription period. 5.2.2 Customers will be notified of upcoming renewals via email or system notifications at least thirty (30) days before the renewal date. 5.2.3 If the Customer does not wish to renew their subscription, they must provide written notice of cancellation at least thirty (30) days prior to the renewal date. Failure to provide timely cancellation notice shall result in automatic renewal and continued billing for the next term.

5.3 Modifications and Upgrades

5.3.1 Customers may request plan modifications, including upgrades or downgrades, at any time. Changes shall take effect on the next billing cycle unless otherwise agreed upon. 5.3.2 Upgrading to a higher-tier plan shall result in immediate access to additional features, with pro-rated charges applied to the Customer’s account for the remainder of the billing period. 5.3.3 Downgrading to a lower-tier plan may result in the removal of certain features, services, or user access. ManageVehicle shall not be responsible for any loss of data, reports, or functionality resulting from a downgrade.

5.4 Early Termination by Customer

5.4.1 Customers may terminate their subscription before the end of the agreed term by providing written notice to ManageVehicle. However, an early termination fee may apply, calculated as follows:

• For monthly plans: The Customer shall pay the remaining balance of the current billing cycle.

• For annual or multi-year plans: The Customer shall pay an amount equal to 50% of the remaining subscription period or a fixed early termination fee specified in their agreement, whichever is higher. 5.4.2 No refunds shall be provided for unused service periods or partially completed billing cycles.

5.5 Termination by ManageVehicle

5.5.1 ManageVehicle reserves the right to terminate or suspend a subscription with immediate effect under the following circumstances:

• The Customer fails to make required payments after thirty (30) days past the due date.

• The Customer violates these Terms, including unauthorized use of services, security breaches, or misuse of software.

• The Customer engages in fraudulent activities, illegal conduct, or actions that negatively impact ManageVehicle’s business or reputation.

• ManageVehicle ceases operations or discontinues the relevant service offering. 5.5.2 If ManageVehicle terminates the subscription due to non-payment or breach of contract, the Customer shall remain responsible for all outstanding balances and may be subject to legal action for unpaid amounts. 5.5.3 ManageVehicle shall provide written notice of termination, specifying the reason for termination and any actions required by the Customer.

5.6 Effect of Termination

5.6.1 Upon termination of a subscription, the Customer shall immediately cease all use of ManageVehicle’s software and services. 5.6.2 ManageVehicle reserves the right to disable or revoke access to the Customer’s account, including any associated data, reports, or configurations. 5.6.3 If the Customer has leased or rented hardware, they must return it to ManageVehicle within fourteen (14) days of termination. Failure to return hardware shall result in additional fees or replacement charges. 5.6.4 The Customer shall be responsible for exporting any required data before termination. ManageVehicle shall not be liable for data loss following account deactivation.

5.7 Survival of Obligations

5.7.1 Any provisions of these Terms that by their nature should survive termination, including but not limited to payment obligations, indemnifications, confidentiality clauses, and intellectual property rights, shall remain in effect beyond termination. 5.7.2 The termination of a subscription does not absolve the Customer of any outstanding financial obligations owed to ManageVehicle.

6. LIMITED WARRANTY

6.1 General Warranty Coverage

6.1.1 ManageVehicle warrants that its hardware and software services will function in accordance with their documentation and intended use under normal operating conditions. 6.1.2 This warranty is provided exclusively to the original Customer and is non-transferable. 6.1.3 The warranty period for hardware provided by ManageVehicle shall be twelve (12) months from the date of delivery unless otherwise specified in the Customer’s agreement. 6.1.4 The software services are provided on an “as-is” basis with no guarantees of uninterrupted availability, bug-free operation, or compatibility with third-party systems.

6.2 Hardware Warranty

6.2.1 ManageVehicle warrants that all hardware supplied to the Customer will be free from material defects in design, workmanship, and performance under normal use for the duration of the warranty period. 6.2.2 If a hardware defect arises during the warranty period, ManageVehicle will, at its discretion, either:

• Repair the defective hardware;

• Replace the hardware with a new or refurbished equivalent; or

• Provide a refund or credit towards future purchases if replacement is not feasible. 6.2.3 Any replacement hardware provided under warranty is covered for the remainder of the original warranty period or ninety (90) days, whichever is longer. 6.2.4 The warranty shall be void if the hardware has been modified, misused, installed improperly, subjected to abnormal environmental conditions, or damaged due to negligence.

6.3 Software Warranty and Limitations

6.3.1 ManageVehicle warrants that its software will function in substantial accordance with its official documentation for the duration of the Customer’s active subscription. 6.3.2 ManageVehicle does not guarantee that the software will be completely free from errors, security vulnerabilities, or operational disruptions. 6.3.3 The Customer acknowledges that software updates, patches, or third-party integrations may affect system performance, and ManageVehicle shall not be held liable for incompatibilities caused by Customer modifications or third-party software. 6.3.4 Any failure in software functionality due to external factors, such as network failures, power disruptions, data corruption, or unauthorized system access, shall not be covered under this warranty.

6.4 Exclusions from Warranty Coverage

6.4.1 This warranty does not cover:

• Normal wear and tear of hardware components;

• Damage caused by improper handling, accidents, abuse, neglect, unauthorized modifications, or exposure to extreme conditions;

• Software issues arising from incompatibility with third-party applications or external software;

• Any costs associated with installation, removal, reinstallation, or transportation of hardware for repair;

• Damage caused by viruses, malware, or other cybersecurity threats;

• Customer’s failure to follow ManageVehicle’s recommended usage guidelines and security measures. 6.4.2 If a returned hardware unit is found to be non-defective or outside warranty coverage, the Customer may be charged for diagnostic testing, shipping, and handling fees.

6.5 Warranty Claim Process

6.5.1 To initiate a warranty claim, the Customer must:

• Notify ManageVehicle’s support team within the warranty period;

• Provide proof of purchase and a detailed description of the defect;

• Follow ManageVehicle’s troubleshooting steps before shipping the hardware for inspection. 6.5.2 ManageVehicle will assess warranty claims within ten (10) business days of receiving the product and provide resolution options accordingly. 6.5.3 If replacement hardware is required, the Customer must return the defective unit before receiving a replacement unless otherwise authorized. 6.5.4 Any shipping costs associated with returning defective hardware shall be borne by the Customer unless the claim is determined to be a valid warranty-covered defect.

6.6 Disclaimers and Limitation of Liability

6.6.1 Except as expressly provided in this Limited Warranty, ManageVehicle disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. 6.6.2 In no event shall ManageVehicle be liable for any indirect, incidental, special, punitive, or consequential damages arising from the use or inability to use the products and services, even if advised of the possibility of such damages. 6.6.3 ManageVehicle’s total cumulative liability under this warranty shall not exceed the amount paid by the Customer for the affected hardware or services in the six (6) months preceding the claim. 6.6.4 Some jurisdictions do not allow limitations on certain warranties or liability exclusions. In such cases, ManageVehicle’s liability shall be limited to the minimum extent permitted by applicable law.

7. LIMITATION OF LIABILITY

7.1 General Limitation of Liability

7.1.1 To the maximum extent permitted by law, ManageVehicle, its affiliates, directors, officers, employees, agents, suppliers, and licensors shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to:

• Loss of business, revenue, profits, or anticipated savings;

• Business interruptions, downtime, or service failures;

• Loss of or damage to data, corruption, or security breaches;

• Third-party claims or regulatory penalties arising from the use of ManageVehicle’s Services;

• Damage to hardware, software, or other equipment caused by improper use, unauthorized modifications, or external factors beyond ManageVehicle’s control. 7.1.2 The Customer acknowledges that the Services, including software and hardware, are provided “as is” and “as available” without warranties beyond those explicitly stated in Section 6 (Limited Warranty). 7.1.3 ManageVehicle shall not be responsible for any system failures, network outages, cyberattacks, data loss, or other damages resulting from third-party integrations, APIs, or connectivity issues outside of ManageVehicle’s infrastructure.

7.2 Cap on Liability

7.2.1 ManageVehicle’s total cumulative liability, regardless of the cause of action, shall not exceed the amount paid by the Customer for the affected Services in the six (6) months preceding the event giving rise to the claim. 7.2.2 If the claim relates to defective hardware or software, ManageVehicle’s sole liability shall be limited to the repair, replacement, or refund of the affected product, subject to warranty provisions in Section 6. 7.2.3 The limitations in this section shall apply even if the Customer has been advised of the possibility of damages or if the limited remedy fails its essential purpose.

7.3 Exclusions from Liability

7.3.1 ManageVehicle shall not be liable for losses, damages, or claims arising from:

• The Customer’s failure to follow recommended security measures, compliance regulations, or proper usage guidelines;

• Any modifications, alterations, or misuse of the Services by the Customer or third parties;

• Third-party software, applications, or integrations that interfere with or degrade the performance of ManageVehicle’s Services;

• Loss or corruption of data due to improper backups, cyberattacks, or system vulnerabilities outside of ManageVehicle’s control;

• Acts of God, natural disasters, government actions, strikes, supply chain disruptions, pandemics, or any events classified as force majeure under Section 10 (Force Majeure).

7.4 Customer’s Assumption of Risk

7.4.1 The Customer acknowledges and agrees that:

• The use of ManageVehicle’s Services involves inherent risks, including but not limited to network failures, unauthorized access, and potential security threats;

• The Customer is responsible for regularly backing up critical data and implementing security best practices;

• The Customer must comply with all laws, regulations, and compliance requirements relevant to fleet management, telematics, and driver tracking. 7.4.2 ManageVehicle is not responsible for regulatory fines, compliance violations, or operational disruptions caused by the Customer’s use or misuse of the Services.

7.5 Indemnification by Customer

7.5.1 The Customer agrees to indemnify, defend, and hold harmless ManageVehicle and its affiliates from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from:

• The Customer’s breach of these Terms;

• Unauthorized or unlawful use of the Services;

• Claims from third parties due to the Customer’s actions, negligence, or violations of applicable laws;

• Data privacy breaches or violations caused by improper handling of user information by the Customer. 7.5.2 ManageVehicle reserves the right to assume exclusive defense control of any claim subject to indemnification and the Customer agrees to cooperate fully in such defense.

7.6 No Liability for Third-Party Actions

7.6.1 ManageVehicle shall not be liable for the acts, errors, or omissions of third parties, including but not limited to:

• Telecommunications providers, cloud hosting services, internet service providers, and external software vendors;

• Third-party logistics companies handling hardware shipping and delivery;

• Unauthorized access or cybersecurity incidents caused by external threats beyond ManageVehicle’s control. 7.6.2 The Customer acknowledges that third-party service interruptions, updates, or failures may affect ManageVehicle’s Services and agrees that ManageVehicle shall not be responsible for any resulting disruptions.

7.7 Limitation of Remedies

7.7.1 If the Customer is dissatisfied with ManageVehicle’s Services, the Customer’s sole and exclusive remedy shall be to discontinue use of the Services and terminate the Agreement in accordance with Section 5 (Subscription, Term & Termination). 7.7.2 The disclaimers, exclusions, and limitations in this Section form an essential basis of the Agreement, and ManageVehicle would not have entered into this Agreement without them.

7.8 Compliance with Applicable Law

7.8.1 Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability. In such cases, ManageVehicle’s liability shall be limited to the minimum extent permitted by law. 7.8.2 If any provision of this Limitation of Liability section is found to be unenforceable under applicable law, the remaining provisions shall remain in effect.

8. CONFIDENTIALITY

8.1 Definition of Confidential Information

8.1.1 “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the use of ManageVehicle’s Services. This includes, but is not limited to:

• Business plans, strategies, and financial information;

• Customer, employee, or supplier data;

• Technical information, including software source code, product designs, and system architecture;

• Trade secrets, algorithms, or proprietary methodologies;

• Any information that is designated as “confidential” or would reasonably be considered confidential under the circumstances of disclosure. 8.1.2 Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms;

• Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information;

• Is rightfully obtained from a third party without breach of confidentiality obligations.

8.2 Obligations of Confidentiality

8.2.1 The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information and take reasonable security measures to protect it;

• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

• Use the Confidential Information only for purposes directly related to the execution and fulfillment of these Terms. 8.2.2 The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or government authority, provided that the Receiving Party gives prompt notice to the Disclosing Party and takes reasonable steps to limit disclosure. 8.2.3 The Receiving Party shall be responsible for ensuring that any employees, contractors, or agents who have access to Confidential Information comply with the confidentiality obligations outlined in these Terms.

8.3 Duration of Confidentiality Obligations

8.3.1 The obligations of confidentiality under this section shall continue for a period of five (5) years from the date of disclosure or for the duration of the contractual relationship between the parties, whichever is longer. 8.3.2 If the contractual relationship between the parties is terminated, the Receiving Party must, upon request, return or destroy all Confidential Information, except for copies that are required to be retained under applicable laws.

8.4 Exceptions for Public Disclosures

8.4.1 ManageVehicle reserves the right to use Customer name, logo, and general descriptions of the Customer’s use of its Services for marketing and promotional purposes unless the Customer explicitly opts out in writing. 8.4.2 Any public announcements, press releases, or marketing materials referring to ManageVehicle must receive prior written approval from ManageVehicle before publication.

8.5 Remedies for Breach

8.5.1 The parties acknowledge that the unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may not be an adequate remedy. 8.5.2 In the event of an actual or threatened breach of confidentiality, the Disclosing Party shall have the right to seek injunctive relief, specific performance, or other equitable remedies in addition to any other legal remedies available. 8.5.3 The Receiving Party shall indemnify and hold the Disclosing Party harmless for any damages, losses, or expenses resulting from a breach of confidentiality.

9. DATA PROTECTION & PRIVACY

9.1 Compliance with Data Protection Laws

9.1.1 ManageVehicle is committed to protecting Customer data and ensuring compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant jurisdictional privacy laws. 9.1.2 The Customer agrees to comply with all applicable data protection laws when using ManageVehicle’s Services, including ensuring proper consent is obtained when collecting and processing personal data. 9.1.3 ManageVehicle shall implement reasonable administrative, technical, and physical security measures to protect personal and operational data against unauthorized access, loss, misuse, or alteration.

9.2 Collection and Use of Customer Data

9.2.1 ManageVehicle collects and processes Customer data for the following purposes:

• Providing and improving the functionality of its Services;

• Account registration, authentication, and user verification;

• Customer support, troubleshooting, and technical assistance;

• Analytics and business insights to optimise user experience;

• Compliance with legal and regulatory obligations. 9.2.2 ManageVehicle does not sell, rent, or trade Customer data to third parties for marketing purposes. 9.2.3 The Customer acknowledges that ManageVehicle may use aggregated and anonymised data for research, statistical analysis, and service improvements, provided that such data does not personally identify any individual or business.

9.3 Data Storage and Retention

9.3.1 Customer data is stored securely in ManageVehicle’s databases and server hosted in a  third-party cloud providers located supporting multi-geography redundancy backup infrastructure. If required by law, data may be stored in specific geographic locations based on regulatory requirements. 9.3.2 ManageVehicle retains Customer data only for as long as necessary to fulfill the intended business purpose or comply with legal obligations. 9.3.3 Upon termination of the Customer’s account, ManageVehicle will retain operational data for thirty (30) days, after which it may be permanently deleted unless retention is required by law.

9.4 Customer Rights and Control Over Data

9.4.1 Customers and end users have the following rights regarding their personal data:

• Right to Access: Request a copy of their personal data stored by ManageVehicle.

• Right to Rectification: Request corrections to inaccurate or incomplete data.

• Right to Erasure (Right to Be Forgotten): Request deletion of personal data, subject to legal and contractual obligations.

• Right to Restrict Processing: Limit the processing of personal data under specific circumstances.

• Right to Data Portability: Receive data in a structured, machine-readable format. 9.4.2 Customers can exercise their data rights by submitting a request to [email protected]. ManageVehicle shall process data requests within thirty (30) days unless legal exceptions apply. 9.4.3 If a Customer chooses to delete their account, certain data may be retained for fraud prevention, legal compliance, or operational recordkeeping purposes.

9.5 Data Sharing and Third-Party Processors

9.5.1 ManageVehicle may engage third-party service providers to process data on its behalf for purposes such as:

• Cloud hosting, data storage, and IT infrastructure services;

• Payment processing and transaction security;

• Customer support and live chat services;

• Data analytics and performance optimization. 9.5.2 All third-party processors are contractually obligated to maintain confidentiality and comply with applicable data protection regulations. 9.5.3 The Customer agrees that ManageVehicle shall not be held liable for any data breaches, loss, or misuse of data caused by third-party service providers acting beyond their contractual obligations.

9.6 Security Measures and Incident Response

9.6.1 ManageVehicle employs industry-standard security measures, including encryption, firewalls, access controls, and intrusion detection systems, to protect Customer data from unauthorized access. 9.6.2 In the event of a data breach, ManageVehicle shall:

• Promptly assess the nature and scope of the breach;

• Notify affected Customers as required by law;

• Take appropriate corrective measures to prevent future breaches;

• Cooperate with regulatory authorities and impacted individuals to mitigate risks. 9.6.3 Customers are responsible for securing their account credentials, passwords, and authentication methods. ManageVehicle shall not be liable for breaches resulting from weak passwords, phishing attacks, or Customer negligence.

9.7 Cross-Border Data Transfers

9.7.1 If Customer data is transferred across borders, ManageVehicle shall ensure compliance with relevant data transfer mechanisms, including:

• Standard Contractual Clauses (SCCs) under GDPR;

• Binding Corporate Rules (BCRs) for internal data transfers;

• Compliance with local data residency requirements. 9.7.2 The Customer acknowledges that data transfers may be necessary for service functionality and agrees to such transfers as permitted by applicable law.

9.8 Data Deletion and Account Closure

9.8.1 Upon Customer request, ManageVehicle shall delete stored personal data within thirty (30) days, except where retention is required for legal compliance. 9.8.2 ManageVehicle reserves the right to retain aggregated or anonymized data that does not personally identify the Customer for analytics, compliance, or security purposes. 9.8.3 Customers may request confirmation of data deletion by contacting [email protected].

9.9 Regulatory Compliance and Changes to Privacy Policy

9.9.1 ManageVehicle reserves the right to update its privacy and data protection policies to align with evolving regulations and best practices. 9.9.2 Customers will be notified of any significant changes to the data protection terms at least thirty (30) days before they take effect. 9.9.3 Continued use of the Services after changes to data policies shall constitute acceptance of the revised terms.

10. FORCE MAJEURE

10.1 Definition of Force Majeure

10.1.1 “Force Majeure” refers to any event, circumstance, or cause beyond the reasonable control of either party that prevents, delays, or hinders performance of contractual obligations under these Terms. Force Majeure events include, but are not limited to:

• Natural disasters (earthquakes, hurricanes, floods, wildfires, or extreme weather conditions);

• Acts of war, terrorism, or civil unrest;

• Governmental actions, embargoes, trade restrictions, or regulatory changes;

• Pandemics, epidemics, or public health emergencies;

• Strikes, labor disputes, or shortages of labor, energy, or raw materials;

• Cyberattacks, system failures, telecommunications disruptions, or power outages;

• Failure of third-party suppliers, transportation delays, or inability to procure materials essential for service fulfillment.

10.2 Effects of a Force Majeure Event

10.2.1 If a Force Majeure event prevents a party from performing its contractual obligations, that party shall be relieved from liability for non-performance for the duration of the event. 10.2.2 The affected party must take reasonable steps to mitigate the impact of the Force Majeure event and resume performance as soon as practicable. 10.2.3 If the Force Majeure event continues for a period exceeding sixty (60) consecutive days, either party may terminate the Agreement upon written notice, without liability to the other party.

10.3 Notice and Communication Requirements

10.3.1 The affected party must promptly notify the other party in writing of the Force Majeure event, providing:

• A detailed description of the event and its expected impact on contractual obligations;

• The estimated duration of the disruption;

• Efforts being made to mitigate the effects of the Force Majeure event. 10.3.2 If the affected party fails to provide timely notice, it may not invoke Force Majeure as a defense for non-performance. 10.3.3 Once normal business operations resume, the affected party must provide an update regarding the restoration of its obligations under the Agreement.

10.4 Limitations on Force Majeure Claims

10.4.1 A Force Majeure event does not excuse:

• Payment obligations that accrued prior to the event;

• The Customer’s duty to return leased or rented hardware after service termination;

• Compliance with confidentiality, intellectual property, or data protection obligations. 10.4.2 If a party was already in breach of the Agreement before the Force Majeure event occurred, it may not use Force Majeure as a defense against penalties or legal action. 10.4.3 Force Majeure does not apply if the affected party could have reasonably prevented or avoided the impact of the event through contingency planning, redundancy systems, or alternative resources.

10.5 Resumption of Services After Force Majeure

10.5.1 The affected party must resume performance as soon as commercially reasonable after the Force Majeure event ends. 10.5.2 If contractual obligations cannot be fully restored within ninety (90) days, both parties shall negotiate alternative solutions in good faith. 10.5.3 ManageVehicle reserves the right to modify, suspend, or discontinue affected services permanently if Force Majeure causes prolonged operational difficulties.

11. HARDWARE DISCLOSURE

11.1 ManageVehicle is Not a Hardware Manufacturer

11.1.1 The Customer acknowledges that ManageVehicle is a software and service provider and does not manufacture the hardware devices used in conjunction with its Services. 11.1.2 All hardware recommended and supplied by ManageVehicle is sourced from reputable third-party manufacturers that have been rigorously tested by ManageVehicle’s team. 11.1.3 ManageVehicle selects its hardware partners based on quality, reliability, and industry standards. Currently, ManageVehicle works with leading global suppliers such as Teltonika, JIMI IOT, Stonkam, and other international manufacturers known for their high-quality products.

11.2 Testing and Quality Assurance

11.2.1 ManageVehicle thoroughly tests and evaluates multiple hardware products before recommending them to customers. 11.2.2 While ManageVehicle makes every effort to ensure that the recommended hardware meets performance standards, all hardware comes with inherent benefits and limitations based on the manufacturer’s design and specifications. 11.2.3 The Customer acknowledges that performance variations may occur due to environmental conditions, vehicle compatibility, network coverage, and other external factors.

11.3 Hardware Warranty and Support

11.3.1 The warranty for hardware devices is provided by the original manufacturer and is subject to the manufacturer’s terms and conditions. 11.3.2 ManageVehicle will facilitate warranty claims on behalf of the Customer where applicable, but the final decision on hardware repairs, replacements, or refunds rests with the manufacturer. 11.3.3 The Customer agrees that ManageVehicle shall not be liable for hardware defects, malfunctions, or failures beyond what is covered by the manufacturer’s warranty.

11.4 Customer Responsibilities

11.4.1 The Customer is responsible for proper installation, maintenance, and operation of the hardware as per the manufacturer’s guidelines. 11.4.2 Any modifications, unauthorized repairs, or tampering with the hardware may void the manufacturer’s warranty and release ManageVehicle from any liability. 11.4.3 The Customer acknowledges that hardware connectivity, GPS accuracy, and data transmission depend on external factors such as network availability, satellite positioning, and vehicle power sources.

11.5 Limitation of Liability for Hardware Issues

11.5.1 ManageVehicle will make every reasonable effort to support Customers in resolving hardware-related issues but cannot guarantee uninterrupted or error-free hardware performance. 11.5.2 ManageVehicle shall not be liable for any losses, damages, or operational disruptions caused by hardware failures, software incompatibility, or limitations imposed by third-party manufacturers. 11.5.3 The Customer understands that all technology has inherent limitations, and no hardware is 100% fault-proof under all operating conditions.

12. DISPUTE RESOLUTION & GOVERNING LAW

12.1 Negotiation and Good Faith Resolution

12.1.1 In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the parties agree to first attempt to resolve the issue through good faith negotiations. 12.1.2 Either party may initiate the dispute resolution process by providing written notice to the other party detailing the nature of the dispute and the desired resolution. 12.1.3 The parties shall use reasonable efforts to resolve the dispute within thirty (30) days of the initial notice. If the parties are unable to resolve the issue within this timeframe, the dispute shall proceed to mediation or arbitration as specified below.

12.2 Mediation and Arbitration

12.2.1 If a dispute remains unresolved after the negotiation period, the parties agree to submit the dispute to mediation conducted by a mutually agreed-upon neutral mediator. Mediation shall take place in Manage Vehicle HQ and shall follow the mediation rules of an independent mediation body. 12.2.2 If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of Manage Vehicle Terms of service. 12.2.3 Arbitration shall be conducted by a single arbitrator mutually agreed upon by both parties. If the parties cannot agree on an arbitrator, the arbitrator shall be appointed by the relevant arbitration institution. 12.2.4 The arbitrator’s decision shall be final and binding on both parties, and judgment on the award rendered may be entered in any court having jurisdiction. 12.2.5 The arbitration proceedings shall be conducted in English and the costs of arbitration shall be owned by customer, unless the arbitrator determines otherwise.

12.3 Jurisdiction and Governing Law

12.3.1 These Terms shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law principles. 12.3.2 The parties agree that any legal proceedings not resolved through arbitration shall be brought exclusively in the courts that is business viable to Manage Vehicle. 12.3.3 The Customer agrees to waive any objections to jurisdiction, venue, or inconvenient forum arguments related to disputes arising under these Terms.

12.4 Class Action Waiver

12.4.1 The Customer agrees that any dispute shall be resolved on an individual basis and that no claims may be brought as part of a class action, consolidated action, or representative action. 12.4.2 The arbitrator or court shall have no authority to conduct a class-wide proceeding or to consolidate multiple disputes into a single case.

12.5 Injunctive Relief

12.5.1 Notwithstanding the dispute resolution provisions above, either party may seek injunctive or equitable relief from a court of competent jurisdiction in cases involving:

• Breach of confidentiality obligations;

• Misuse of intellectual property;

• Unauthorised access, data breaches, or cybersecurity incidents. 12.5.2 The pursuit of injunctive relief does not preclude either party from seeking additional remedies through arbitration.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 Ownership of Intellectual Property

13.1.1 ManageVehicle and its licensors retain all rights, title, and interest in and to all intellectual property associated with its software, platform, website, designs, trademarks, service marks, trade secrets, patents, algorithms, and proprietary technology. 13.1.2 The Customer acknowledges that no ownership rights are transferred under these Terms, and that the use of ManageVehicle’s Services does not grant the Customer any rights or licenses except as explicitly provided. 13.1.3 All content, documentation, and materials provided through the Services remain the sole property of ManageVehicle and may not be copied, modified, or distributed without prior written consent.

13.2 License Grant and Restrictions

13.2.1 ManageVehicle grants the Customer a non-exclusive, non-transferable, revocable, and limited license to use its software and Services solely for the Customer’s internal business operations. 13.2.2 The Customer shall not:

• Copy, modify, reverse-engineer, decompile, or attempt to extract source code from ManageVehicle’s software;

• Create derivative works, sublicense, resell, or transfer rights to third parties;

• Remove, obscure, or alter any copyright, trademark, or proprietary notices from ManageVehicle’s software or content;

• Use the Services in any way that violates applicable laws, infringes on third-party rights, or circumvents security features.

13.3 Customer Feedback and Suggestions

13.3.1 If the Customer provides feedback, suggestions, or recommendations regarding ManageVehicle’s Services, such feedback shall be considered non-confidential and non-proprietary. 13.3.2 The Customer grants ManageVehicle a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such feedback into its products and services without any obligation of compensation. 13.3.3 The Customer waives all moral rights to any feedback provided to ManageVehicle and acknowledges that ManageVehicle is free to use ideas and concepts derived from such feedback.

13.4 Protection of Intellectual Property

13.4.1 The Customer agrees to take reasonable measures to prevent unauthorized access, reproduction, or misuse of ManageVehicle’s intellectual property. 13.4.2 Any unauthorized use, reproduction, or distribution of ManageVehicle’s software, trademarks, or proprietary materials shall be considered a material breach of these Terms and may result in:

• Immediate suspension or termination of access to the Services;

• Legal action to enforce intellectual property rights and seek damages;

• Injunctive relief to prevent further infringement or misuse. 13.4.3 If the Customer becomes aware of any unauthorized use or infringement of ManageVehicle’s intellectual property, they must promptly notify ManageVehicle and cooperate in taking corrective action.

16. Contact Information 

• Provides official contact details for legal notices, support, and compliance inquiries.
• Example:
  • Support Email: [email protected]
  • Legal Contact: [email protected]
  • Physical Address: 5 Egan Lane, Lyndhurst, VIC 3975, Australia