Terms & Conditions

TOOO AIR TERMS AND CONDITIONS

These terms and conditions govern the use of our Products and Services and constitute an agreement between you and Tooo Air Pty Ltd ABN 58 615 252 536 (the Agreement).

1.              Definitions

1.1       Defined terms

Tooo Air Pty Ltd ABN 58 615 252 536 is referred to in this Agreement as Tooo Air, we, our and us.

You and your refers to the Customer, its authorised individual and any User.

Other defined terms are set out in clause 14 below.  Capitalised terms have the respective meanings given to them elsewhere in the Agreement.

1.2      Interpretation.
Headings are for convenience only and may not be used in interpretation.

A reference to Tooo Air includes a reference to our officers, agents, employees and other authorised representatives.

1.3           Amending these Terms and Conditions

We reserve the right to amend these Terms and Conditions or any part of them at any time by posting an amended version of the Terms and Conditions on the Tooo Air Website.

The Terms and Conditions as amended will apply to all Agreements between you and us in relation to the use of our Products and Services whether commencing or being renewed or extended after the date of such amendment, whether or not we have given you specific notice of any change to the Terms and Conditions. 

You must review the Terms and Conditions whenever using the Tooo Air Website, and particularly when requesting quotations for Products or Services or when placing Orders for such Products or Services because the General Terms and Conditions in its then current form will apply to those Orders.

2.              Right to use products and services

2.1           Grant of licence

Subject to these Terms and Conditions and the Customer being up to date with payment of all applicable fees and charges, we grant the Customer a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted hereunder) right to access and use our Products and Services for internal business purposes only.

2.2           User Subscriptions

Unless otherwise noted on an Order, Services may be purchased as time-based subscriptions. Each User must have a valid current subscription for use of the Services.

We reserve the right to monitor a User’s use of the Services to verify compliance with any subscription limits and compliance with these Terms and Conditions.

2.3           Customer Responsibilities

You will be responsible for:

(a)            the activity of your Users of the Services; and

(b)           your Users compliance with these Terms and Conditions.

2.4           Restrictions 

Except as expressly authorised by us, you must not:

(a)            provide access to the Services to any third party other than your Users, or otherwise violate or circumvent any use limitations or restrictions set out in the Terms and Conditions or any Documentation;

(b)           remove any proprietary markings or notices from any Products;

(c)            use the Services:

(i)              to send spam, duplicative, or unsolicited message in violation of applicable laws or regulations.

(ii)            to send or store material that violates the rights of a third party.

(iii)           to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

(iv)           to promote or market or otherwise encourage the use of the mobile services for machine-to-machine use (M2M Use), or, to facilitate voice calls over the voice-over-internet protocol (VOIP) or for sending or receiving messages (SMS) over an internet network other than for such Service.

(v)            to access material not intended to be accessed by a User or logging into a server or account which the user is not authorised to access.

(vi)           to attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation.

(vii)         to attempt to interfere with, disrupt or disable services to any other user, host or network, including, without limitation, via means of overloading, flooding, mail bombing or crashing.

(viii)        to forge any transmission control protocol/internet protocol (TCP/IP) packet header or any part of the header information in any email or any community, group or web site posting.

(ix)           to take any action in order to obtain services to which such user is not entitled.

(x)            for any other illegal or unlawful purpose, or to facilitate or aid a third party in any of the above activities.

Violations of system or network security may result in civil or criminal liability for the User and Customer.

3.              Availability and Support

3.1           Availability 

We will use commercially reasonable efforts to maintain availability of the Services during Business Hours on Business Days, subject to maintenance, Force Majeure events, and these Terms and Conditions.

3.2                    Changes

If your use of our Services interferes with or disrupts the integrity, security, availability or performance of the Services, we may modify or temporarily restrict or suspend your use of the Services.

3.3                    Technical Support

Users of our Products and Services may receive technical support from us. The technical support may, at our discretion, include remote access, telephone or on-line assistance, FAQs, training guides and templates and the use of email, chat or live help.

If we are provided with remote access to your computers or Products by you then, in providing such access, you acknowledge that we will not be liable for any damage to your Technology Environment arising as a consequence of accessing that equipment remotely for that purpose. 

We are not obligated to maintain or support:

(a)            any customisation of the Services; or

(b)            any Third-Party Service; or

(c)            Products provided to persons that are not Users

even if supplied by us, unless obliged under a separate agreement to do so.

3.4                    Maintenance and Updates

Sometimes you will need software and firmware updates to keep using the Services. We may automatically check your version of the software and firmware and download software updates or configuration changes.

Additionally, there may be times when we need to remove or change features or functionality of the Service or stop providing a Service or access to Third-Party Services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any Product or software previously purchased.

3.5                    Professional Services.

We may also provide professional services, such as implementation, training or consulting. Any such services are outside the scope of the Services and require a Statement of Work or a separate written agreement between the parties.

3.6                    Return of Products

To the extent permitted by law:

(a)            we will only accept the return of Products if we are legally obliged to repair or replace those Products. 

(b)            a Customer may not return Products for repair or replacement until, following receipt of the Customer’s written notice that Products require repair or replacement, we have requested the return of the Products the subject of the notice;

(c)            receipt by us of Products returned, will not constitute or be deemed to constitute an acceptance of any obligation in relation to those Products; and

(d)            those Products will be returned to the Customer at the Customer’s expense if the Products are not still under warranty.

4.              Fees and Payment

4.1           Fees

Our billing for the Services is done monthly in advance. We will send invoices to the email address provided. If a Customer fails to pay an invoiced amount, we may deactivate the relevant Service, at our sole discretion.

If Services are terminated, we will not be liable to refund any fees paid in advance.

From time to time, we may review and increase the fees charged for our Services. Customers will be notified at least 30 days in advance before we apply any fee changes to Services subscriptions.

Unless otherwise set out in an Order, such changes will not affect the prices for Services during the then-current subscription term and will only become effective upon commencement of a new term that commences at least 30 days after our notification of the fee change.

4.2           Add-Ons

If, during a then-current subscription term:

(a)            you add additional licenses for Services that you are already subscribed to, or

(b)           you add new subscriptions to items that you are not already subscribed to,

such increased subscriptions and new subscriptions, as the case may be, will be billed at the then-current list price for such Services.

4.3           Billing and Contact Information.

You agree to provide us with complete and accurate billing and contact information for your account with us and must promptly notify us of any changes to that information.

4.4           Taxes

All fees, charges and prices are exclusive of all applicable taxes, levies, and duties including GST. If we are obligated to collect applicable taxes, we will include them on our tax invoice to you (in addition to the fees), and you will pay all such amounts to us unless you provide us with a valid tax exemption certificate.

You must provide us with any documents and information as may be required under, or to comply with, applicable tax laws and regulations.

4.5           Late Payment; Non-Payment

If we do not receive any fees by the due date, those fees will accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. Non-payment of any fees for the Services or of any other amounts due by you to us is a material breach of this Agreement.

5.              Proprietary Rights

5.1           Services

Subject to the limited rights expressly granted hereunder, as between the parties we will own all rights, title and interest, including all Intellectual Property Rights, in and to the Products and Services (including any configurations and customizations thereof), to Tooo Air Data and the consulting and other professional services performed by us or on our behalf.

5.2           Customer Data

Subject to the limited rights expressly granted hereunder, as between the parties you own all rights, title and interest, including all Intellectual Property Rights, in and to your Customer Data.

You grant us and our Third-Party Providers a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display and use the Customer Data to provide, administer and ensure the proper operation of the Services and related systems and to perform our rights and obligations under these Terms and Conditions.

6.              Confidentiality

6.1           Confidential Information.

The Services and Tooo Air Data is our Confidential Information.

6.2           Confidentiality Obligations.

You must protect our Confidential Information from any use or disclosure not permitted by these Terms and Conditions or authorised by us. You may disclose our Confidential Information to Users who need access to such Confidential Information to use the Products and Services, provided that they are similarly bound by these confidentiality obligations.

6.3           Disclosure Required by Law.

You may disclose Confidential Information to the extent required by law, provided that you provide advance notice thereof (unless requested or ordered not to do so by law enforcement or a court) and reasonable assistance, at our cost, to enable us to seek a protective order or otherwise prevent or limit such disclosure.

6.4           Injunctive Relief

A breach of your confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore we may seek injunctive relief for any threatened or actual breach of section 6.2 without the need to prove damages or post a bond or provide other surety.

7.              Data

7.1           Data Analytics

We and our Third-Party Providers may collect data resulting from Users’ use of the Services, such as metadata, performance metrics, and Usage trends or volume (Usage Data).

We and our Third-Party Providers may use Usage Data for our legitimate business purposes to assist with the administration of the Services, or as required by law.

7.2           Location Services

Device location services are a vital functionality used by us in our Products and Services offering. Such location services are included in the Tooo Air functionality and product offering and are features within the functionality that are available to a User. 

Location services use WiFi, Bluetooth, Cellular network and GPS services to locate devices. The location services and location service data collected by us can only be accessed by authorised persons.

Tooo Air location services data is secured by a minimum of secure hash algorithm 1 (SHA1) user identification authentication and advanced encryption standard (AES) or Rivest-Shamir-Adleman (RSA) encryption on request.

By enabling Location Services for your device, you agree and consent to the uploading, retention of Tooo Air system features and the use of your location data and location search queries by us.

7.3           Access to Customer Data

Should you want to retain audio, video or location information beyond the accessibility period on the Tooo Air Network, the obligation is on the Customer to download the audio, video or location information to their local storage prior to the accessibility period lapsing.

We usually retain collected location data for between 1 and 3 months, for the accessing of historic recordings for determination of liability and safety.  If Customers require any such data, they must download the data within 10 Business Days from the date that data was recorded.

Location services data that is collected can be accessed via the Tooo Air Network. Location data is collected even when the Tooo Air devices are not in use.

Save as stated above, we will not delete Customer Data for up to 10 Business Days after termination or expiration of your Agreement and we may assist you with exporting Customer Data during such period at our standard hourly consulting rate.

After that 10 Business Day period, we will have the right to delete all Customer Data and will have no further obligation to make it available to you.

We recommend that you regularly backup your Data that you store on the Tooo Air platform or store using Third-Party Services.

8.              Third-Party Services

8.1           Dependence on Third-Party Services

Tooo Air Network coverage, availability performance and accuracy is dependent upon on Third-Party Provider services.  The Services are provided via infrastructure, software, equipment and networks only part of which are within our control.  Accordingly, our obligations under these Terms and Conditions apply only to software, systems, equipment and networks within our control, and we are not responsible for any delay, loss, degradation, interception, or alteration of Service or Customer Data on a network or infrastructure outside of our control including all third party infrastructure and software.

We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services with any Third-Party Services.

If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with any feature of the Services on reasonable terms, we may cease providing such feature without liability.

8.2           No Endorsement or Warranty

We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any such Third-Party Services or a Third-Party Provider, regardless of whether it is described as “authorised,” “certified”, “recommended” or the like and regardless of whether the Third-Party Services are included in your Order.

8.3           Data Sharing

If you obtain a third-party service that requires access to or transfer of Customer Data, you acknowledge that any such access or transfer is between you and that third-party, and that we are not responsible for any modification, loss, damage, interception, degradation, loss of Service or deletion of Customer Data by any such third-party.

8.4           Spam

Unless otherwise permitted by law, users are prohibited from using the Tooo Air Network to accept, transmit or distribute unsolicited bulk data, commonly known as spam (which includes, without limitation, email, SMS messages, MMS messages, bulletin boards, messages to communities or groups or web sites, software and files).

9.              Term and Termination

9.1           Term

All Services subscriptions specified in your Order will run for the subscription period set out therein.

All subscriptions will automatically renew for additional subscription periods of one month (or for such different renewal term as set out in a renewal Order), unless either party gives the other party notice of non-renewal, which will be effective at the end of the relevant subscription period, usually the month end.

If you do not enter into a renewal Order prior to the end of a subscription period, then we may suspend your access to the Services until you do.

These Terms and Conditions will remain in effect until all User subscriptions have expired or the Agreement has been terminated as provided below.

9.2           Termination

Either party may terminate the Agreement:

(a)            by sending a notice of non-renewal as provided above,

(b)           if the other party has materially breached these Terms and Conditions, upon written notice to the breaching party of the breach and, if such breach is remediable, an opportunity to remedy the breach within 30 days, or

(c)            upon written notice to the other party if the other party becomes the subject of insolvency or bankruptcy proceedings. If you materially breach these Terms and Conditions, we may, without limitation of other rights and remedies, temporarily suspend or terminate your access to the Services or withhold further performance of our obligations under these Terms and Conditions.

9.3           Effect of Termination

On expiration or termination of these Terms and Conditions:

(a)            all applicable User licences and other rights granted to you will immediately terminate.

(b)           a party’s rights, remedies, obligations (including payment obligations) and liabilities that have accrued up to the date of termination shall not be affected.

(c)            unless you have terminated the Agreement for our material breach as provided above, we will not be obligated to refund any prepaid and unused fees; and

(d)           Customer must delete or destroy our Confidential Information in your possession or control.

9.4           Survival

Sections 1, 5, 6, 8.4, 11 and 12 will survive any expiration or termination of the Agreement.

10.           Warranties

10.1       Authority

Each party represents to the other that it has the authority to enter into these Terms and Conditions, to carry out its obligations under it, and to give the rights and licenses granted herein.

10.2       Our Warranties

We warrant that our Products will be free from defects in materials and workmanship for a period of 12 months from the date of Order. We warrant any replacement parts or Products for the remainder of the period of warranty for the original Products into which they are incorporated or replaced.

We warrant that we will perform the Services with reasonable care and skill and agree to investigate any complaint regarding the Services made in good faith.

10.3       Remedies

If you notify us in writing that the Services do not conform with any of the warranties in section 10.2, we will use commercially reasonable efforts to investigate and correct any such non-conformance promptly.

You must use reasonable efforts to mitigate any damage as a result of such non-conformance.

To the extent permitted by law, the sole liability of Tooo Air for breach of a condition, warranty or other obligation implied by law is limited:

(a)            in the case of Products supplied, to any one of the following as we may decide:

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

(ii)       the repair of the Products;

(iii)      the cost of repairing the Products, or, of acquiring equivalent Products;

(b)           in the case of Services, to any one of the following it may decide:

(i)        the supplying of the Services again;

(ii)       the cost of having the Services supplied again.

10.4       Disclaimer of all other Warranties

Other than as stated in these Terms and Conditions, we disclaim to the fullest extent permitted by law all other representations, warranties and guarantees, whether express, implied, statutory or otherwise, including those:

(a)            of merchantability or satisfactory quality,

(b)           of fitness for a particular purpose,

(c)            of non-infringement; and

(d)           arising from custom, trade usage, course of prior dealing or course of performance.

Except as expressly provided herein, we do not warrant that the Services will be uninterrupted or error-free or suffer degradation or quality of the Service.

We are not responsible for any issues with the Services that arise from Customer Data, Third-Party Services or other third-parties.

10.5        Consumer Laws

This clause 10 does not limit, exclude or restrict your rights under the Competition and Consumer Act 2010 (Cth) or any other mandatory protection laws that may be applicable (Consumer Laws).

10.6       Making a claim

To make a warranty claim the user must, before the end of the applicable warranty period, return the defective Products, and provide written details of the defect, together with the sales invoice or some other evidence showing details of the transaction under which the Products were supplied.

This warranty does not cover:

(a)            Products modified or altered in any way;

(b)           repairs performed other than by an authorised representative;

(c)            defects or damage resulting from misuse, accident, impact or neglect;

(d)           damage from normal wear and tear;

(e)            Products improperly installed or used in a manner contrary to the relevant instruction manual;

(f)             Products where a serial number, our branding, compliance labels, warranty labels have been removed or made illegal without our consent; or

(g)            Products that were connected to an incorrect power source.

No repair or replacement during the warranty period will renew or extend the warranty period past the period from the original date of purchase.

11.           Limitation of Liability

11.1       Limitations.

The parties agree that, to the maximum extent permitted by applicable law, neither party will have any liability to the other party for any indirect, special, exemplary, incidental, punitive, or consequential damages arising from breach of warranty, breach of contract, negligence, or any other legal cause of action and whether or not the party has been advised of the possibility of such damages. Except for your obligations to pay fees under these Terms and Conditions, each party’s aggregate liability under or in connection with these Terms and Conditions will not exceed the value of

(a)            the subscription fees for the Services paid or payable in the 12-month period immediately preceding the event giving rise to the claim, or

(b)           where such claim arises during the first subscription period of these Terms and Conditions, the subscription fees paid or payable for such period.

11.2       Scope

The exclusions and limitations above apply to all causes of action, whether arising from breach of contract, tort, breach of statutory duty or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, provided that nothing in these Terms and Conditions shall limit or exclude any liability which cannot be excluded or limited as a matter of law.

12.           PRIVACY POLICY

12.1       Privacy

In acting under these Terms and Conditions, each party will comply with all obligations imposed on it by any applicable privacy laws, rules and regulations, including The Australian Privacy Act, 1988 (Cth) and the associated Australian Privacy Principles (Privacy Act), and will ensure that it has, maintains and complies with a privacy policy providing disclosures, as required by applicable law, of its privacy practices.

12.2       Application

Our Privacy Policy applies to personal information that identifies you or could reasonably identify you. It does not apply to ‘de-identified’ or ‘anonymised’ information where the individual cannot be identified from the information.

12.3       Information collected

We only collect personal information which is reasonably necessary for our functions or activities, or which is directly related to them. Typically, this information includes your name, date of birth, title, address, contact details, account information, payment information; company information, your customer feedback, your IP address, your browser type, browser activity and related information; video and audio recordings, international mobile equipment identity information (IMEI), location information and information about the computer system you are using including the type of system and operating software.

12.4       Purpose

Our primary purpose for collecting and holding personal information from our customers is so we can supply our Products and Services to you. Related purposes (‘secondary purposes’) include to assess your orders and account management, for product, process and system improvement and development, to provide you with customer support and to obtain customer feedback and to inform you about our products and promotions, and to comply with our legal obligations.

12.5       How we collect your information

Usually, we collect personal information about you directly from your device or from you or your authorised representative, for example when you order a Product or Service from us, submit a form application, contact us with an inquiry or complaint, pay a bill or complete a customer survey.

We may also collect personal information from someone else for example credit related information from a third-party agency.

If we ask you to tell us personal information and you choose not to, we may not be able to provide our Services to you or to respond to your inquiries.

12.6       Use and Disclosure of your information

We only use or disclose personal information:

(a)            as set out in our Privacy Policy to the extent permitted by law;

(b)           for the primary purpose of supplying our Products and Services to you;

(c)            for a secondary purpose as outlined above if you consent, or you would reasonably expect us to use or disclose it for that purpose;

(d)           if required or authorised by law, if necessary, in relation to a suspected unlawful activity or serious misconduct related to our functions or activities or if reasonably necessary for enforcement related activities of an enforcement body or to assist in locating a missing person.

(e)            if necessary, to lessen or prevent a serious threat to life, health or safety and it is unreasonable or impracticable to obtain consent; and

(f)             if reasonably necessary to establish, exercise or defend a claim or for the purposes of confidential alternative dispute resolution.

We may also disclose it to our Third-Party Providers if required for the purposes set out in this policy. For example, we may disclose personal information to other Third-Party Providers that help us provide the Services to you.

12.7       How do we store and protect your personal information?

Your personal information may be stored by Tooo Air and Third-Party Providers in various forms, electronic records, visual records (scans, videos, photos and audio recordings).

12.8       Contact Us

If you have any queries or feedback regarding our Privacy Policy, or you need to update your Personal Information, or if you feel the policy has been breached in any way, please contact us at: info@Toooair.com.au.

12.9       Complaints

Complaints about a breach of the Australian Privacy Principles should be directed to the office details above. We will respond to your complaint within 30 days. If you are not satisfied with the response, you may refer the matter to the Office of the Australian Information Commissioner by visiting www.oaic.gov.au, or by calling 1300 363 992. You can also refer the matter to the NSW Privacy Commissioner by visiting http://www.ipc.nsw.gov.au.

13.           General Provisions

13.1       Compliance with Laws

You and we must comply with all applicable laws and regulations in relation to the Services.

13.2       Unfair Competition

You may not use the Services or any materials provided by us to build a competitive product or service or to benchmark with a non-Tooo Air product or service.

13.3       Assignment

You may not assign any rights or obligations under these Terms and Conditions without our prior written consent, except that you may assign the Agreement in its entirety in connection with a merger, acquisition, spin-off, corporate reorganisation or restructuring, or sale of substantially all of your assets. Any attempted assignment in breach of these Terms and Conditions will be void.

13.4       Remedies Not Exclusive

Except as expressly set forth herein, any remedy in these Terms and Conditions is not exclusive of any other available remedy.

13.5       Entire Agreement

These Terms and Conditions and any Order will constitute the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations and discussions between the parties regarding the subject matter. You acknowledge that, in entering onto these Terms and Conditions, you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in these Terms and Conditions and any Order.

13.6       Severability

If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, then to the extent possible such provision will be construed to reflect the intent of the original provision, with all other provisions in these Terms and Conditions remaining in full force and effect.

13.7       Waiver

A party’s failure or delay to exercise any right under these Terms and Conditions will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

13.8       Force Majeure

Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations under the Agreement is delayed or prevented by a Force Majeure event.

13.9       Order of Precedence.

In the event of any express conflict or inconsistency, the order of precedence shall be:

(a)            your Order;

(b)           the Documentation; and

(c)            these Terms and Conditions.

13.10    No Publicity

Neither party shall make any public statement about these Terms and Conditions or the relationship of the parties governed by these Terms and Conditions that identifies the other party without the other party’s prior written consent, except that while you are a customer, Tooo Air may use your name and logo in its customer list in a manner that does not suggest endorsement.

13.11    Governing Law; Dispute Resolution.

These Terms and Conditions is governed by and shall be construed in accordance with the laws of the state of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and court of appeal from them. If a dispute arises out of or related to these Terms and Conditions or the breach, termination, validity or subject matter thereof the parties, before having recourse to litigation, agree to endeavour to settle the dispute by mutual agreement. Nothing in this clause shall preclude either party from taking immediate steps to seek equitable relief before a court of competent jurisdiction.

13.12    Notices

Except as otherwise specified in these Terms and Conditions, any notice required under these Terms and Conditions will be in writing and sent by express post, courier service or email to the contact address or email last provided in writing to the notifying party by the notified party. Any notice will be deemed received:

(a)            if sent by express post, 24 hours after posting;

(b)           if sent by courier, on the next business day; or

(c)            if sent by email, at 9 a.m. recipient’s local time on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt either expressly or by conduct.

14.           Defined Terms

Agreement means these terms and conditions, your Order(s), any Statement(s) of Work between you and us, and any attachments, exhibits and annexes to an Order or a Statement of Work.

Business Day means a day that is not a Saturday, Sunday or Public Holiday in Sydney, Australia.

Business Hours means the hours between 8am and 5pm on a Business Day.

Confidential Information means all our information disclosed to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 

Customer means a person acquiring Products and/or Services from us.

Customer Data means the data submitted by Users, or otherwise on your behalf, in using the Services.

Documentation means the online or written user guides, specifications, and manuals regarding the Products and Services made available by Tooo Air, and any updates thereto.

Effective Date of the Agreement means the date when an Order is placed by you and accepted by us.

Force Majeure means an act of God (e.g., a natural disaster, accident or epidemic) or another event outside of reasonable control of the party seeking execution of performance (including acts of war, terrorism, government authority, or, by a third party, loss or degradation of service due to software, infrastructure or network issues).

GST means the tax imposed by The New Tax System (Products and Services Tax) Act 1999 (Cth) and related imposition Acts of the Commonwealth.

Ident means the unique name used to register a Product on the Third-Party Platform.

Intellectual Property Rights means rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how and domain name rights.

Order means an ordering document executed by you and us for the purchase of Products and/or subscription for Services.

Products means communication hardware and any other similar products as provided by us from time to time.

Services means the products and services ordered by you under an Order and made available online by Tooo Air, including any associated offline or mobile components. The Services include any modifications, enhancements, updates, revisions and derivative works thereof.

Statement of Work means a statement of work between you and Tooo Air for the provision of consulting or other professional services by Tooo Air related to the Services.

System means any solution provided by Tooo Air including the PTT software platform, networks and infrastructure comprising push-to-talk over cellular technology by means of VoIP two-way radio communication over a wide area utilising the cellular phone data networks.

Technology Environment means technology ecosystem in which a Customer operates including its hardware devices, software applications, systems, tools, infrastructure, databases, cloud services, platforms, data management and security systems and protocols.

Third-Party Platform means the software and infrastructure platform that enables the System to operate.

Third-Party Providers means third parties that supply the Third-Party Platform to us to support the System.

Third-Party Service means any product (e.g. software, cloud services, or forms), tool (e.g. integration or development tools) or service (e.g. implementation, configuration, or development) provided by a party other than Tooo Air (a “Third-Party Provider”).

Tooo Air Data means the information on the Order, data about the configuration and use of the Services, Usage Data, the Documentation, and other information provided to you via login in the Services or otherwise by Tooo Air in the course of performance under these Terms and Conditions, other than Customer Data.

Tooo Air Network the network, infrastructure and software provided by Tooo Air for use by Customers.

Tooo Air Website means the website at www.toooair.com.au

User means a named individual authorised by you to use the Services, for whom you have purchased a subscription, and who has been supplied with user credentials for the Services by you or by us at your request.

you or your means the person accepting these Terms and Conditions, provided that if such acceptance is on behalf of a company or other legal entity then: (i) the signatory represents that he/she has the authority to bind such entity to the terms of these Terms and Conditions; (ii) “you” and “your” refers to such entity; and (iii) you may be referred to as “Company” in Orders.