Terms of Service

1. Definitions & Interpretation

In these Terms of Service ("Terms"):

• "TorqueOS", "we", "us", or "our" means TorqueOS Pty Ltd (ABN [ABN to be inserted]), a company registered in Western Australia.
• "Platform" means the TorqueOS web application at app.torqueos.net, the marketing website at torqueos.net, and any associated mobile applications, APIs, and documentation.
• "You", "your", or "Customer" means the individual or entity that registers for and/or uses the Platform.
• "Subscription" means the paid plan under which you access the Platform, as described on our Pricing page.
• "User" means any individual authorised by the Customer to access the Platform under the Customer's account.
• "Customer Data" means all data, files, and content uploaded, submitted, or created by you or your Users within the Platform.
• "Services" means the fleet management, workshop management, scheduling, inspection, reporting, and other features provided through the Platform.

2. Acceptance of Terms

By creating an account, subscribing to a plan, or otherwise using the Platform, you agree to be bound by these Terms, our Privacy Policy, and any additional terms referenced herein. If you are accepting on behalf of an organisation, you represent that you have the authority to bind that organisation.

If you do not agree with these Terms, you must not access or use the Platform.

3. Account Registration & Security

3.1 Eligibility

You must be at least 18 years of age and capable of forming a binding contract under Australian law. The Platform is intended for business use and is not directed at consumers.

3.2 Account Creation

You must provide accurate, current, and complete information during registration. You are responsible for maintaining the accuracy of your account information and for all activity that occurs under your account.

3.3 Security

You are responsible for safeguarding your login credentials and for restricting access to your account. You must notify us immediately at info@torqueos.net if you become aware of any unauthorised access to your account. We are not liable for any loss arising from your failure to protect your account credentials.

3.4 User Management

As the account owner, you are responsible for managing User access, assigning roles and permissions, and ensuring all Users comply with these Terms. You are liable for the actions of all Users under your account.

4. Subscriptions, Pricing & Payment

4.1 Plans

The Platform is offered on a subscription basis. Current plans, features, and pricing are listed on our Pricing page. We reserve the right to change pricing with 30 days' written notice. Price changes will take effect at the start of your next billing period. If a price increase would apply to you, you may cancel before it takes effect; if it takes effect part-way through a term you have prepaid, you may terminate and receive a pro-rata refund of the unused portion.

4.2 Billing

Subscriptions are billed monthly or annually in advance in Australian Dollars (AUD). All prices are exclusive of GST unless otherwise stated. GST will be added where applicable.

4.3 Payment

Payment is processed via Stripe. By providing payment information, you authorise us to charge your nominated payment method for the subscription fees. You are responsible for keeping payment information up to date.

4.4 Failed Payments

If a payment fails, we will notify you and attempt to retry the charge. If payment remains outstanding for more than 14 days, we may suspend your access to the Platform until payment is received. Continued non-payment for 30 days may result in account termination.

4.5 Refunds

Subscription fees are generally non-refundable. However, if you cancel within the first 14 days of your initial subscription and have not materially used the Platform, you may request a full refund by contacting info@torqueos.net. Pro-rata refunds are not provided for mid-cycle cancellations.

4.6 Free Trials

We may offer free trial periods at our discretion. At the end of a trial, your account will convert to a paid subscription unless you cancel before the trial expires. We will notify you before any charges are applied.

5. Use of the Platform

5.1 Licence

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during the Subscription term.

5.2 Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Platform, other accounts, or connected systems.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
• Copy, modify, distribute, sell, lease, or sublicence any part of the Platform or its content.
• Use automated tools (bots, scrapers, crawlers) to access the Platform except via our published API with valid authentication.
• Upload or transmit viruses, malware, or any harmful code.
• Upload content that infringes the intellectual property rights of any third party.
• Interfere with or disrupt the integrity or performance of the Platform.
• Use the Platform to store or transmit content that is defamatory, obscene, fraudulent, or otherwise objectionable.
• Exceed the usage limits of your Subscription plan (e.g. number of vehicles, users, or workshops).

5.3 API Usage

If your plan includes API access, you must comply with our API documentation, rate limits, and authentication requirements. We reserve the right to throttle or revoke API access if usage is abusive or exceeds fair use thresholds.

6. Customer Data

6.1 Ownership

You retain all rights, title, and interest in your Customer Data. We do not claim ownership of any data you upload to the Platform.

6.2 Licence to Us

You grant us a limited, worldwide, royalty-free licence to use, process, store, copy, and display your Customer Data solely to provide, maintain, and improve the Services. This licence terminates when you delete your data or close your account, subject to our data retention obligations.

6.3 Anonymised & Aggregated Data

We may create anonymised and aggregated data derived from Customer Data for analytics, benchmarking, and product improvement purposes. Such data will not identify you or any individual.

6.4 Data Export

During the term of your Subscription the Platform provides data export functionality. Upon account termination, we will make your Customer Data available for export for a period of 30 days. After this period, we may delete your data in accordance with our Privacy Policy.

6.5 Responsibility

You are solely responsible for the accuracy, quality, integrity, and legality of your Customer Data and for obtaining all necessary consents and giving all required notices to individuals whose data you upload (for example, staff and driver details).

6.6 Data Protection & Processing

Where Customer Data includes personal information, you are the entity responsible for that information and we process it on your behalf only on your instructions. Our handling of personal information, including security, sub-processors, international transfers, and data breach notification, is governed by our Data Processing Agreement, which forms part of these Terms. If we become aware of a data breach affecting your Customer Data, we will notify you without undue delay and in any event within 72 hours of confirming the breach.

7. Intellectual Property

All rights, title, and interest in and to the Platform — including its software, design, logos, trademarks, documentation, and content (excluding Customer Data) — are and remain the exclusive property of TorqueOS Pty Ltd. These Terms do not grant you any rights to our intellectual property except the limited licence in Section 5.1.

"TorqueOS" and the TorqueOS logo are trademarks of TorqueOS Pty Ltd. You may not use our trademarks without prior written consent.

8. Service Availability & Support

8.1 Availability

We use commercially reasonable efforts to keep the Platform available and to minimise downtime, but we do not guarantee any particular level of uptime. The Platform may be unavailable from time to time for scheduled maintenance (for which we will use commercially reasonable efforts to provide advance notice) or for reasons beyond our control.

8.2 Support

Support is available via email at info@torqueos.net during business hours (AWST, Monday–Friday). Response times depend on the severity of the issue and your Subscription plan.

8.3 Modifications

We may modify, update, or discontinue features of the Platform from time to time. We will use reasonable efforts to notify you of material changes. If a change materially and adversely affects your use of the Platform, you may terminate your Subscription by notice within 30 days of the change and receive a pro-rata refund of any fees prepaid for the unused portion of your current term.

9. Third-Party Integrations

The Platform may integrate with third-party services (e.g. accounting software, telematics providers, parts suppliers). Your use of any third-party service is governed by that service's own terms and privacy policy. We are not responsible for the availability, accuracy, or conduct of any third-party service.

10. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party ("Confidential Information"), including but not limited to business plans, pricing, technical data, and Customer Data. Confidential Information may only be used for the purposes of these Terms and must not be disclosed to third parties except as permitted herein or required by law.

This obligation survives termination of these Terms for a period of 3 years.

11. Warranties & Disclaimers

11.1 Our Warranties

We warrant that:

• The Platform will perform materially in accordance with its documentation.
• We will provide the Services with reasonable care and skill.
• We have the right to grant you the licence described in Section 5.1.

11.2 Disclaimer

Except as expressly stated in Section 11.1, the Platform is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, or free of harmful components, or that defects will be corrected within any particular timeframe.

11.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted, or modified by agreement. If TorqueOS is in breach of a condition or warranty implied by law that cannot be excluded, our liability is limited, at our option, to resupply of the Services or payment of the cost of having the Services resupplied.

11.4 No Safety, Compliance, or Professional Advice

The Platform is a record-keeping and management tool. It does not provide legal, safety, engineering, or regulatory advice and is not a substitute for your own judgement or for inspection, maintenance, and operating decisions made by qualified people. You remain solely responsible for the roadworthiness and safe operation of your vehicles and equipment, and for your compliance with all applicable laws, including the Heavy Vehicle National Law, Chain of Responsibility obligations, the National Heavy Vehicle Accreditation Scheme, and work health and safety laws. TorqueOS does not assume, and you must not rely on the Platform to discharge, any of those duties. Maintenance reminders, defect classifications, inspection outcomes, and similar features are aids only, may be incomplete or inaccurate, and must not be relied on alone for any safety-critical or compliance decision.

12. Limitation of Liability

12.1 Exclusion of Consequential Loss

Subject to Section 12.2, and to the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business opportunities, or goodwill, arising out of or related to these Terms, regardless of the cause of action or theory of liability.

12.2 Liability Cap

Except as set out below, our total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to TorqueOS in the 12 months immediately preceding the event giving rise to the claim. For claims arising from a data breach or from our breach of our privacy or confidentiality obligations, our aggregate liability shall not exceed the greater of (a) the total fees paid by you in the 12 months preceding the event and (b) AUD $50,000.

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to: (a) your breach of Section 5.2 (Acceptable Use); (b) your indemnification obligations under Section 13; (c) either party's breach of confidentiality obligations; or (d) liability that cannot be limited or excluded by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless TorqueOS, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform in breach of these Terms.
• Your Customer Data or any content you upload to the Platform.
• Your violation of any applicable law or regulation.
• Any claim by a third party that your Customer Data infringes their intellectual property or privacy rights.

14. Termination

14.1 Termination by You

You may cancel your Subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. No refund is provided for unused time, except where these Terms expressly provide otherwise (for example, Sections 4.1, 8.3, and 16.2).

14.2 Termination by Us

We may suspend or terminate your access if:

• You breach these Terms and fail to remedy the breach within 14 days of notice.
• Your payment is overdue by more than 30 days.
• We reasonably believe your use poses a security risk or may harm the Platform or other users.
• We are required to do so by law.

14.3 Effect of Termination

Upon termination:

• Your licence to use the Platform immediately ceases.
• You may export your Customer Data within 30 days of termination. After this period, we may delete your data.
• Sections 6 (Customer Data — Ownership), 7 (IP), 10 (Confidentiality), 11 (Warranties & Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General) survive termination.

15. Governing Law & Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Western Australia and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia.

15.2 Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt to resolve any dispute in good faith through negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered by the Resolution Institute (or its successor) in Perth, Western Australia. If mediation does not resolve the dispute within a further 30 days, either party may commence court proceedings.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Agreement, and any order forms or service-specific terms, constitute the entire agreement between you and TorqueOS and supersede all prior agreements, representations, and understandings. In the event of a conflict, an order form prevails over these Terms, and the Data Processing Agreement prevails over these Terms in relation to the processing of personal information.

16.2 Amendments

We may update these Terms from time to time. Material changes will be notified via email or in-platform notification at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance. If you do not agree with changes, you must stop using the Platform before the effective date.

16.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

16.4 Waiver

A failure or delay by either party to exercise any right under these Terms does not constitute a waiver of that right.

16.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

16.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power outages, internet disruptions, or third-party service failures.

16.7 Notices

Notices to TorqueOS must be sent to info@torqueos.net. Notices to you will be sent to the email address associated with your account. Notices are deemed received when delivered by email.

17. Contact Us

If you have questions about these Terms, please contact us: