1.1 This Schedule applies where your Services include Hardware — devices and equipment we supply for use with the Services on a subscription basis, such as vehicle-mounted ANPR units, fixed and trailer-mounted camera systems, mounting equipment and accessories, as described in your Order Form.
1.2 This Schedule prevails over the Master Services Agreement to the extent of any inconsistency.
2.1 The Hardware is supplied as a service. We retain full legal and beneficial ownership of the Hardware at all times. You receive a right to possess and use it for the term of the applicable Subscription, and no other right, title or interest. Nothing in this agreement is a sale, and no option to purchase arises unless an Order Form expressly grants one.
2.2 You must not, and must not permit anyone to: sell, dispose of, encumber or grant any interest over the Hardware; part with possession of it (other than to us); remove, alter or obscure serial numbers or ownership markings; or represent to anyone that you own it.
2.3 You must keep the Hardware free of any charge, lien or security interest (other than ours) and notify us immediately if any person seizes, claims or asserts rights over it, or if an Insolvency Event occurs in respect of you.
3.1 You acknowledge that this Schedule and each Order Form for Hardware create a security interest in the Hardware (and its proceeds) in our favour for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA), including, where applicable, as a PPS lease, and that we may register one or more financing statements on the Personal Property Securities Register.
3.2 You must do anything we reasonably require (including providing information and signing documents) to enable registration and perfection of our security interest, and must give us at least 10 business days' prior written notice of any change to your name, ABN or other details required for registration.
3.3 To the extent section 115(1) of the PPSA permits, sections 95, 96, 117, 118, 120, 125, 129, 130, 135, 142 and 143 and subsections 121(4), 132(3)(d) and 132(4) of the PPSA do not apply to the enforcement of our security interest under this agreement, and to the extent permitted by the PPSA you waive your right to receive any notice or verification statement under sections 95, 121(4), 130, 135 and 157.
3.4 The parties agree not to disclose information of the kind referred to in section 275(1) of the PPSA except as required by law.
3.5 For New Zealand customers, or where Hardware is located in New Zealand: this Schedule and each Order Form for Hardware also create a security interest in the Hardware (and its proceeds) under the Personal Property Securities Act 1999 (NZ) (NZ PPSA), including as a lease for a term of more than 1 year, and we may register a financing statement on the New Zealand Personal Property Securities Register. You must provide the information reasonably required for registration, and you waive your right to receive a copy of the verification statement under section 148 of the NZ PPSA. To the extent permitted by section 107 of the NZ PPSA, the parties contract out of the provisions of Part 9 of the NZ PPSA that that section permits.
4.1 We will arrange delivery to the address in the Order Form once any required prepayment is received. Delivery dates are estimates; if delivery is delayed more than 7 days beyond the estimate, Subscription Fees dependent on the delayed Hardware are paused until delivery; if more than 60 days, you may cancel the affected order for a refund of amounts prepaid for it.
4.2 Unless the Order Form states we install, you are responsible for installation in accordance with our instructions and the Documentation. Installation services we provide are at the Fees stated in the Order Form or quote.
4.3 Risk in the Hardware passes to you on delivery and remains with you until we collect it or it is returned to and received by us.
4.4 You must ensure safe and lawful mounting, cabling and operation of Hardware on your vehicles or premises, including compliance with vehicle-standards and road rules applicable to fitted equipment.
5.1 You must: use the Hardware only with the Services and for its intended purpose; follow our reasonable operating and maintenance instructions; keep it secure and protected from damage, destruction, loss and theft; and not modify or repair it except with our consent (clause 11 of the Master Services Agreement (Restrictions) also applies to Hardware).
5.2 You must keep the Hardware at the location(s), or on vehicles of the fleet, stated in the Order Form and notify us before relocating it to a different state, territory or country.
5.3 You must insure the Hardware for its full Replacement Value against loss, theft and damage from delivery until return, and on request provide evidence of insurance noting our interest; where a unit's Replacement Value becomes payable, you must apply any insurance proceeds you receive for that unit toward that payment.
6.1 We maintain the Hardware for normal wear and failure as part of the Subscription. We may decline, or charge our standard rates for, repair or replacement necessitated by misuse, neglect, accident, unauthorised interference or failure to follow instructions — and if Hardware is lost, stolen, destroyed or damaged beyond economic repair while risk rests with you under clause 4.3 (other than through fair wear and tear or a failure we maintain under this clause), you must pay the Replacement Value.
6.2 We may substitute any Hardware or component with equipment we reasonably consider provides equivalent or better functionality.
6.3 The Hardware runs our software and receives remote updates (including security updates) as part of the Services. You must not prevent, delay or interfere with updates; we will schedule disruptive updates so as to minimise operational impact.
Our suspension rights in clause 7 of the Master Services Agreement extend to remotely disabling or restricting the Hardware. Fees continue to accrue while Hardware is disabled under that clause, to the extent provided in clause 7.2 of the Master Services Agreement.
8.1 When this agreement or the relevant Order Form ends, or when we replace a unit, you must at our election:
8.2 You must not obstruct, conceal or relocate Hardware pending return, and you grant us (and our contractors) licence to enter your premises, and to access your vehicles, at reasonable times during business hours, on reasonable notice, to inspect, de-install or collect the Hardware. Our rights and remedies under the PPSA and the NZ PPSA are preserved and are not limited by this clause.
8.3 If you fail to make any unit available or return it within the period in clause 8.1 and do not do so within a further 10 business days after we give you written notice requiring it, or if a unit is returned damaged beyond economic repair, you must pay us its Replacement Value: the amount stated for that unit type in the Order Form or quote or, absent one, the cost of replacing the unit with new equipment of equivalent specification, as evidenced by a current supplier quotation or price list that we provide on request. On payment in full of the Replacement Value for a unit, title to that unit passes to you as is.
8.4 Data on returned units. Before or promptly after return, we will securely erase Customer Data from the unit (this does not affect data synchronised or otherwise transferred to our systems, or our rights under clause 8 of the Master Services Agreement).
Replacement Values are stated in Order Forms and quotes; where none is stated, clause 8.3 applies. Replacement Values are exclusive of GST, and clause 6.5 of the Master Services Agreement applies to them as if they were Fees.
Unless stated in the Order Form, you are responsible for any customs duties, excise and similar imposts on Hardware delivery outside Australia.
