Terms of Service

Prevado Pty Ltd (ABN 92 697 862 203, ACN 697 862 203) 1/6 Geehi Way, Ravenhall VIC 3029, Australia Email: contact@prevado.com

Effective date: July 2026

1. Agreement

These Terms of Service (the “Terms”) govern access to and use of the products and services of Prevado Pty Ltd (“Prevado”, “we”, “us” or “our”), comprising Prevado’s cloud-hosted fleet management software, mobile applications, application programming interfaces and associated support services (the “Software”), telematics and related hardware supplied by Prevado (the “Hardware”, and together with the Software, the “Products”), and Prevado’s website at www.prevado.com (the “Site”).

By executing an Order Form that references these Terms, by accepting these Terms electronically, or by otherwise accessing or using the Products, you agree to be bound by these Terms. If you access or use the Products on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and “Customer” refers to that entity. If you do not agree to these Terms, or do not have such authority, you must not access or use the Products.

These Terms, together with each Order Form, the Data Processing Addendum and the Privacy Policy, constitute the entire agreement between Prevado and the Customer (the “Agreement”) and supersede all prior understandings with respect to their subject matter. In the event of any inconsistency, the Order Form prevails over these Terms to the extent of the inconsistency.

2. Definitions

3. Order Forms

Each purchase of Products is made pursuant to an Order Form. Fees, quantities, subscription periods and any special conditions are as set out in the applicable Order Form. An Order Form becomes binding when executed by both parties. Additional Order Forms entered into by the Customer are governed by these Terms unless expressly stated otherwise.

4. Licence and restrictions

4.1 Licence. Subject to the Agreement and payment of the applicable fees, Prevado grants the Customer a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Software during the Subscription Term, for the Customer’s internal business purposes, for the number of vehicles, assets and users specified in the applicable Order Form.

4.2 Restrictions. The Customer must not, and must not permit any third party to: (a) copy, modify, adapt, translate or create derivative works of the Software; (b) sell, resell, licence, sublicense, rent, lease or otherwise make the Software available to any third party; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by law; (d) access or use the Software to build a competitive product or service, or for benchmarking for a competitor; (e) circumvent or interfere with any security or technical measure of the Software, or access the Software other than through interfaces provided by Prevado; (f) use the Software to store or transmit malicious code or unlawful material; or (g) use the Software in excess of the scope licensed under the applicable Order Form. Prevado reserves the right to monitor the Customer’s usage of the Software and to suspend or restrict access in the event of a suspected breach of this clause.

5. Accounts and End Users

5.1 Accounts. The Customer is responsible for administering its accounts, for maintaining the confidentiality of account credentials, and for all activities occurring under its accounts. The Customer must ensure that access to the Software is provided only to Authorised Users, and must promptly deactivate the account of any individual who ceases to be an Authorised User. The Customer must notify Prevado promptly upon becoming aware of any unauthorised access to or use of its accounts.

5.2 End Users. End User accounts are provisioned, administered, monitored and terminated by the Customer. Each End User acknowledges that the Customer and its administrators may access, monitor, restrict, disclose and remove information in or from the End User’s account, and may restrict or terminate the End User’s access to the Software. The Products are provided on a business-to-business basis; the Customer’s own privacy policies and workplace policies govern the collection and use of End Users’ personal information through the Products. The Customer is responsible and liable for the acts and omissions of its Authorised Users, including End Users, in connection with the Products.

6. Customer Data

6.1 Ownership. As between the parties, the Customer owns all right, title and interest in and to the Customer Data. Prevado claims no ownership of the Customer Data.

6.2 Licence to Prevado. The Customer grants Prevado a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and otherwise use the Customer Data solely as necessary to provide, maintain, secure, support and improve the Products and to perform its obligations under the Agreement.

6.3 Usage Data. Prevado may generate and use Usage Data for purposes including operating, analysing, improving and developing the Products, producing statistics and industry insights, and developing new products and services. Usage Data does not identify the Customer or any individual, and Prevado will not attempt to re-identify Usage Data.

6.4 Data export and deletion. The Customer may export Customer Data during the Subscription Term through the facilities provided within the Software. Following the conclusion of the Subscription Term, Customer Data will be handled in accordance with clause 10.5 and Prevado’s retention practices as described in the Privacy Policy and the Data Processing Addendum.

7. Customer responsibilities

The Customer represents, warrants and undertakes that:

(a) it will use the Products in compliance with all applicable laws and regulations, including road transport, workplace surveillance, surveillance devices, employment and privacy laws;

(b) it will provide all notices to, and obtain all consents and authorisations from, its End Users and any other individuals as are required by applicable laws in connection with the monitoring, tracking and recording carried out through the Products, including in relation to the collection of location data and, where in-vehicle cameras are deployed, the capture of video and audio;

(c) where the Customer deploys driver-facing cameras or audio recording, it will inform affected individuals in accordance with applicable surveillance and workplace laws before such recording commences, and will maintain records of the notices given and consents obtained;

(d) all information provided by the Customer to Prevado is true, accurate and complete, and the Customer will keep its account and billing information current; and

(e) it will not use the Products for any improper, unlawful or harmful purpose, including any unauthorised tracking or monitoring of individuals or vehicles.

8. Hardware

8.1 Supply. Prevado supplies Hardware as specified in the applicable Order Form. Delivery timeframes are estimates only. Risk in the Hardware passes to the Customer upon delivery; title passes upon payment in full.

8.2 Installation. Installation of the Hardware is the responsibility of the Customer and must be carried out by a suitably qualified installer engaged by the Customer, in accordance with the installation documentation and specifications provided by Prevado. Prevado is not responsible for, and has no liability arising from, the installation of the Hardware, including any damage to vehicles, equipment or property caused by or in connection with installation, or any defect or malfunction of the Hardware caused by installation that does not comply with Prevado’s documentation.

8.3 Warranty. The Hardware is supported by the applicable manufacturer’s warranty. Prevado will pass through to the Customer the benefit of the manufacturer’s warranty to the extent it is able to do so, and will provide reasonable assistance to the Customer in making warranty claims. Prevado does not itself provide any additional warranty in respect of the Hardware beyond that required by law.

8.4 Consumer guarantees. The Hardware and the Services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.

9. Fees, payment and taxes

9.1 Fees. The Customer must pay the fees specified in each Order Form. Except as expressly stated in an Order Form or required by law, all fees are non-refundable and payment obligations are non-cancellable.

9.2 GST. Unless expressly stated otherwise, all fees are exclusive of GST and any other applicable taxes, levies or duties. Where GST is payable on a taxable supply made under the Agreement, the Customer must pay to Prevado an additional amount equal to the GST payable, subject to receipt of a valid tax invoice. Terms used in this clause have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9.3 Late payment and suspension. If any amount properly due remains unpaid 14 days after Prevado has given the Customer written notice of the overdue amount, Prevado may, without limiting its other rights and remedies, suspend the Customer’s access to the Software until all overdue amounts are paid. Prevado may charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

10. Term, renewal and termination

10.1 Term. The Agreement commences on the date of the first Order Form or the Customer’s first access to the Products, whichever is earlier, and continues until all Subscription Terms have expired or terminated.

10.2 Renewal. Unless an Order Form provides otherwise, each Subscription Term automatically renews for successive periods equal in length to the expiring Subscription Term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

10.3 Termination for cause. Either party may terminate the Agreement or an affected Order Form by written notice if the other party: (a) commits a material breach of the Agreement and fails to remedy that breach within 30 days after receiving written notice of it; or (b) becomes insolvent, enters into administration, liquidation or receivership, or ceases to carry on business.

10.4 Effect of termination. Upon expiry or termination of the Agreement: (a) all licences granted to the Customer cease; (b) the Customer must pay all amounts accrued and payable up to the effective date of termination; and (c) clauses which by their nature are intended to survive, including clauses 4.2, 6, 9, 12, 13, 14, 15, 16, 18, 19, 20 and 23, survive termination.

10.5 Data following termination. For a period of 90 days following the conclusion of the Subscription Term, the Customer may request an export of its Customer Data. Following that period, Prevado may delete the Customer Data, subject to any retention required by law and to the retention practices described in the Privacy Policy and the Data Processing Addendum.

11. Fair use

Certain features of the Products rely on cellular data connectivity and other metered resources. The Customer must use such features reasonably and in accordance with any usage parameters specified in the applicable Order Form or documentation. If the Customer’s usage of connectivity-dependent features materially exceeds reasonable levels, or degrades the operation of the Products for Prevado or other customers, Prevado may, upon notice to the Customer, throttle, restrict or limit the relevant usage, or require the Customer to purchase an appropriate usage tier.

12. Safety disclaimer

THE PRODUCTS ARE MANAGEMENT AND INFORMATION TOOLS ONLY. THE PRODUCTS ARE NOT A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM AND ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING, ACTIVE DRIVER SUPERVISION, VEHICLE MAINTENANCE, OR THE CUSTOMER’S OWN COMPLIANCE PROCESSES. THE CUSTOMER REMAINS SOLELY RESPONSIBLE FOR THE SAFE OPERATION OF ITS VEHICLES AND EQUIPMENT, FOR THE SUPERVISION OF ITS DRIVERS AND PERSONNEL, AND FOR ALL SPEEDING, FATIGUE, MASS, TOLL, TRAFFIC AND OTHER LEGAL OR REGULATORY VIOLATIONS, WHETHER OR NOT THE PRODUCTS ARE IN USE, AND WHETHER OR NOT THE PRODUCTS GENERATE, OR FAIL TO GENERATE, ANY ALERT, REPORT OR NOTIFICATION.

13. Data requests by authorities

If Prevado receives a subpoena, court order, warrant or other legally binding demand from a law enforcement, government or regulatory authority seeking Customer Data, Prevado will review the demand to confirm its validity and will disclose only that information which it is legally compelled to disclose. Unless prohibited by law or the terms of the demand, Prevado will notify the Customer before making any such disclosure so that the Customer may seek a protective order or other appropriate remedy.

14. Privacy and data protection

Each party must comply with its obligations under applicable privacy laws, including the Privacy Act 1988 (Cth). Prevado’s handling of personal information for which it is responsible is described in the Privacy Policy. Prevado’s processing of personal information contained within Customer Data is governed by the Data Processing Addendum, which forms part of the Agreement. If Prevado becomes aware of a data breach affecting Customer Data that is likely to result in serious harm, Prevado will notify the Customer without undue delay and will provide reasonable cooperation and information to assist the Customer in meeting its own obligations, as further described in the Data Processing Addendum.

15. Confidentiality

Each party (the “recipient”) must keep confidential all confidential information of the other party (the “discloser”) disclosed in connection with the Agreement, must use such information solely for the purposes of the Agreement, and must not disclose it to any third party except: (a) to its personnel, advisers and service providers who have a need to know and are bound by confidentiality obligations; (b) with the discloser’s prior written consent; or (c) to the extent required by law, provided that, where lawful, the recipient gives the discloser prompt notice of the requirement. Confidential information does not include information that is or becomes public other than through a breach of this clause, is independently developed, or is lawfully received from a third party without restriction. The fees and terms of each Order Form are Prevado’s confidential information; the Customer Data is the Customer’s confidential information.

16. Intellectual property and feedback

16.1 Prevado IP. Prevado and its licensors own all right, title and interest in and to the Products, the Site, and all associated software, technology, documentation and intellectual property rights, including all improvements and modifications. Except for the licence expressly granted under clause 4.1, no rights in the Products are granted to the Customer.

16.2 Feedback. If the Customer or any Authorised User provides Prevado with suggestions, ideas, enhancement requests or other feedback relating to the Products (“Feedback”), the Customer assigns to Prevado all right, title and interest in and to that Feedback, and Prevado may use it without restriction or obligation. Feedback does not include Customer Data.

17. Publicity

The Customer grants Prevado the right to identify the Customer as a customer of Prevado, and to use the Customer’s name and logo for that purpose on the Site and in Prevado’s marketing materials, in accordance with any brand guidelines notified by the Customer. Prevado will not otherwise use the Customer’s name or logo without the Customer’s prior written consent. The Customer may withdraw this permission at any time by written notice, in which case Prevado will cease new uses within a reasonable period.

18. Warranties and disclaimers

18.1 Mutual warranties. Each party warrants that it has the power and authority to enter into the Agreement.

18.2 Disclaimer. Except as expressly set out in the Agreement, and subject to clause 8.4, the Products are provided “as is” and, to the maximum extent permitted by law, Prevado excludes all representations, warranties, guarantees and conditions, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Prevado does not warrant that the Products will be uninterrupted, error-free or completely secure, that data transmission over cellular or satellite networks will be continuous or available in all locations, or that the analytics, alerts and reports generated by the Products will be accurate, complete or timely. Coverage, positioning accuracy and data availability depend upon third-party networks and environmental factors outside Prevado’s control.

18.3 Consumer guarantees. Where the Australian Consumer Law applies and permits Prevado to limit its liability for a failure to comply with a consumer guarantee, Prevado’s liability is limited, at Prevado’s option: (a) in the case of goods, to the replacement or repair of the goods, the supply of equivalent goods, or payment of the cost of doing so; and (b) in the case of services, to the resupply of the services or payment of the cost of resupply.

19. Limitation of liability

19.1 Exclusion of consequential loss. To the maximum extent permitted by law, neither party is liable to the other for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of or corruption to data, cost of substitute products or services, or any indirect, incidental, special, punitive or consequential loss or damage, arising out of or in connection with the Agreement or the use of or inability to use the Products, however caused and under any theory of liability, whether or not the party has been advised of the possibility of such loss.

19.2 Liability cap. To the maximum extent permitted by law, and except for: (a) the Customer’s indemnification obligations under the Agreement; (b) the Customer’s breach of clause 4.2 (Restrictions); and (c) the Customer’s payment obligations under an Order Form, the total aggregate liability of each party arising out of or in connection with the Agreement will not exceed the total amounts paid by the Customer to Prevado under the Agreement in the 6 months immediately preceding the event giving rise to the liability, or, where the Customer has had no payment obligations to Prevado (for example, during a free trial or evaluation), one hundred Australian dollars (AUD $100).

19.3 Application. The exclusions and limitations in this clause 19 apply irrespective of the nature or form of the claim, whether in contract, tort (including negligence), statute or otherwise, but do not apply to the extent that liability cannot be excluded or limited under applicable law, including under the Australian Consumer Law, or to liability arising from fraud or wilful misconduct.

20. Indemnity

The Customer must indemnify and hold harmless Prevado, its officers, employees and agents from and against all liabilities, damages, losses, costs and expenses (including reasonable legal costs) arising from or in connection with any third-party claim, demand or action to the extent arising out of: (a) the Customer’s breach of clause 7 (Customer responsibilities), including any failure to provide notices to, or obtain consents from, End Users or other individuals; (b) installation of the Hardware other than in accordance with clause 8.2; (c) the Customer Data, including any claim that the Customer Data infringes the rights of any person; or (d) the Customer’s use of the Products in violation of applicable law or the Agreement.

21. Force majeure

Prevado is not liable for any failure or delay in performing its obligations under the Agreement to the extent that the failure or delay is caused by an event or circumstance beyond its reasonable control, including natural disaster, fire, flood, epidemic, act of government, war, civil disturbance, strike or labour dispute, failure of telecommunications or cellular networks, failure of utilities, or failure of third-party hosting or infrastructure providers. Prevado will use reasonable endeavours to mitigate the effect of any such event.

22. Website terms of use

The following terms apply to use of the Site by any visitor. The Site and its content are provided for general information only and are the property of Prevado or its licensors. Visitors must not: (a) copy, reproduce, republish or commercially exploit any content of the Site without Prevado’s prior written consent; (b) interfere with or disrupt the operation of the Site or the servers or networks used to make it available; (c) attempt to gain unauthorised access to any part of the Site; or (d) use the Site for any unlawful purpose. Content on the Site is provided without warranty of any kind, may contain errors or omissions, and does not constitute professional advice. Third-party websites linked from the Site are not under Prevado’s control, and Prevado is not responsible for their content or practices.

23. General

23.1 Governing law. The Agreement is governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and the courts of appeal from them.

23.2 Notices. Notices under the Agreement must be in writing and may be given by email: to Prevado at contact@prevado.com, and to the Customer at the email address specified in the applicable Order Form or the Customer’s account. A notice sent by email is taken to be received on the day it is transmitted, unless the sender receives an automated notification of delivery failure.

23.3 Amendments. Prevado may amend these Terms from time to time by publishing the amended Terms on the Site and providing notice to the Customer. Amendments take effect at the commencement of the Customer’s next renewal Subscription Term, unless an earlier effective date is required by law or the amendment is required to address a legal, regulatory or security requirement, in which case Prevado will provide as much notice as reasonably practicable. If an amendment materially reduces the Customer’s rights, the Customer may elect not to renew.

23.4 Assignment. The Customer must not assign or transfer the Agreement without Prevado’s prior written consent, which must not be unreasonably withheld. Prevado may assign the Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, upon notice to the Customer.

23.5 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

23.6 Severability and waiver. If any provision of the Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. A failure to enforce any right or provision is not a waiver of that right or provision; a waiver is effective only if in writing and signed by the waiving party.

23.7 Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter. Any terms or conditions contained in a Customer purchase order or similar document that are additional to or inconsistent with the Agreement are void and of no effect.

Prevado Pty Ltd 1/6 Geehi Way, Ravenhall VIC 3029, Australia Email: contact@prevado.com