These Terms are intended to explain our obligations as a service provider and your obligations as a customer.
In these Terms, 'us', 'we' and 'our' means Vehicle Checkr.
These Terms are binding on any use of the Vehicle Checkr Service (Service) and apply to you from the time that we provide you with access to the Service.
The Service will evolve over time based on user feedback and it is likely the Terms will similarly evolve. These Terms are not intended to answer every question or address every issue raised by the use of the Service. We reserve the right to change these Terms at any time, effective upon the posting of modified terms and we will make every effort to communicate these changes to you via email or notification via the Website. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Website.
By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
"Agreement" means these Terms.
"Access Fee" means the monthly fee (excluding any taxes and duties) payable by you in accordance with the Fee Schedule.
"Billing Contact" means the billing contact details you provide to us.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by you or with your authority into the Website.
"Fee Schedule" means the information relating to subscriptions and billing set out on the Vehicle Checkr subscriptions and billing pages on the Website, or any other page(s) on the Website notified by us, which we may update or amend from time to time.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Service" means the online vehicle management services made available via the Website.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"Website" means the Internet site at the domain vehiclecheckr.com or any other site operated by Vehicle Checkr.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
2. Use of Software
Vehicle Checkr grants you the right to access and use the Service via the Website with the particular user roles available to you as either a Subscriber or Invited User. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
the Subscriber is responsible for all Invited Users’ use of the Service;
the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
3.1 Payment: An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. We will continue invoicing you in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All Vehicle Checkr invoices will be sent to you, or to the Billing Contact by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2 General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Vehicle Checkr or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.
3.3 Access conditions
To create an account, you must be:
at least 18 years of age;
possess the legal right and ability to enter into a legally binding agreement with us; and
agree and warrant to use the Website in accordance with these Terms.
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Vehicle Checkr of any unauthorised use of your passwords or any other breach of security and Vehicle Checkr will reset your password and you must take all other actions that Vehicle Checkr reasonably deems necessary to maintain or enhance the security of Vehicle Checkr's computing systems and networks and your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
not attempt to undermine the security or integrity of Vehicle Checkr's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.4 Usage Limitations: Use of the Service may be subject to limitations, including but not limited to the number of vehicles that can be registered depending on the subscriber-tier you elect to use as a Subscriber of the Service. Any such limitations will be advised.
3.5 Communication Conditions: As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (without limitation) offers of goods or services for sale, unsolicited commercial email, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When you make any communication on the Website, you represent that you are permitted to make such communication. Vehicle Checkr is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Vehicle Checkr does reserve the right to remove any communication at any time in its sole discretion.
3.6 Indemnity: You indemnify Vehicle Checkr against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation you may have to us, including (without limitation) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
4.1 Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of clauses 4.1(a) and 4.1(b) shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Vehicle Checkr (or its licensors, as applicable).
5.1 Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remains your property. However, your access to the Data is contingent on full payment of the Vehicle Checkr Access Fee when due. You grant Vehicle Checkr a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.
5.2 Backup of Data: You must maintain copies of all Data that you provide under the Service. Vehicle Checkr use our best efforts to prevent data loss but does not make any guarantees that there will be no loss of Data. Vehicle Checkr expressly excludes liability for any loss of Data no matter how caused.
6. Warranties and Acknowledgements
6.1 Authority: You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
6.2 Acknowledgement: You acknowledge that:
You are authorised to use the Service and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).
Vehicle Checkr has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
You are responsible for ensuring that you have the right to do so;
You are responsible for authorising any person who is given access to information or Data, and you agree that Vehicle Checkr has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to you to address; and
You will indemnify Vehicle Checkr against any claims or loss relating to:
Vehicle Checkr's refusal to provide any person access to your information or Data in accordance with these Terms,
Vehicle Checkr’s making available information or Data to any person with your authorisation.
The provision of, access to, and use of, the Services is on an "as is" basis and at your own risk.
Vehicle Checkr does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including any telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Vehicle Checkr is not in any way responsible for any such interference or prevention of your access or use of the Services.
It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.
It is your responsibility to check that storage of and access to your Data via the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.3 No warranties: Vehicle Checkr gives no warranty about the Services. Without limiting the foregoing, Vehicle Checkr does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
We reserve the right to restrict, suspend or terminate without notice your access to this Website, or any feature of this Website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.
6.4 Consumer guarantees: You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
7.1 To the maximum extent permitted by law, including the Australian Consumer law, Vehicle Checkr excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
7.2 If you suffer loss or damage as a result of Vehicle Checkr's negligence or failure to comply with these Terms, any claim by you against Vehicle Checkr arising from Vehicle Checkr's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by you in the previous 12 months.
7.3 If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1 Trial policy: Free trials are open to new Subscribers only. By creating your account and providing us with the details of your valid credit card details (Valid Card), you authorise us to charge your Valid Card the Access Fee at the then current monthly rate for the Service in accordance with Fee Schedule. Your access to the Service may include a free trial period or other promotional discount or benefit (Trial Period). We reserve the right to offer, withdraw, change, cancel or determine your eligibility for the Trial Period in our absolute discretion. The Trial Period may be subject to terms and conditions which shall apply in addition to, and prevail to the extent of any inconsistency with, these Terms.
If your account commences with a free Trial Period:
it is your responsibility to know when your Trial Period ends; and
we will commence billing you for the Access Fee in accordance with clause 3.1 at the end of the Trial Period, unless you cancel your account before the end of the Trial Period.
If you choose not to continue using the Services after the Trial Period, you may delete your organisation or business in the 'Vehicle Checkr User Dashboard' section of the Services.
8.2 Prepaid Subscriptions: Vehicle Checkr will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.3 No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If you elect to terminate these Terms by providing one month's’ advance written notice, you shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
8.3 Breach: If You:
breach any of these Terms and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;
breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
You or your business becomes insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction,
Vehicle Checkr may take any or all of the following actions, at its sole discretion:
terminate this Agreement and your use of the Services and the Website;
Suspend for any definite or indefinite period of time, your use of the Services and the Website;
Suspend or terminate access to all or any Data;
Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8.4 in respect of any or all other persons whom you have authorised to have access to your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your Billing Contacts, the Billing Plan for your organisation or business is not made in accordance with the requirements set out in the Fee Schedule, Vehicle Checkr may suspend or terminate your use of the Service, the authority for all or any Subscriber or Invited User to use the Service, or your rights of access to all or any Data.
8.4 Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
8.5 Expiry or termination: Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
9.1 Technical Problems: In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Vehicle Checkr. If you still need technical help, please check the support provided online by Vehicle Checkr on the Website or failing that email us at [email protected].
9.2 Service availability: Whilst Vehicle Checkr intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Vehicle Checkr has to interrupt the Services for longer periods than Vehicle Checkr would normally expect, Vehicle Checkr will use reasonable endeavours to publish in advance details of such activity on the Website.
10.2 Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
10.3 Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment: You may not assign or transfer any rights to any other person without Vehicle Checkr's prior written consent.
10.5. Governing law and jurisdiction: Your use of the website and these Terms are governed by the law of Victoria, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
10.6 Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
10.7 Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Vehicle Checkr must be sent to [email protected] or to any other email address of which we notify you by email. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
10.8. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.