Duress Master Terms

(Version 3.0)(August 2026)

Documents these Terms refer to: End User Terms · Support Schedule · Limited Device Warranty · Credit Terms · DuressCare · Privacy Policy. Schedules to these Terms: Jurisdiction-Specific Terms · Renting Safety Devices · Device Purchase Plans · International Monitoring. Orders placed before August 2026: version 2.0 (archived).

A.– Introduction

1. Background

(a) Duress supplies Safety Products. You want to acquire Safety Products to help protect you and/or your End User.

(b) These terms and conditions (Terms) operate between the Duress entity specified in your Order (we, us, our) and the individual or entity that has executed the Order that incorporates these Terms by reference.

2. Safety Products

Safety Products include:

(a) Safety Devices – such as hardware supplied by us that, with Safety Software installed, can report an End User’s location to a monitoring service and support alerts and communication in an emergency (and accessories).

(b) Safety Software – licensed software that is installed on an End User’s device or a Safety Device.

(c) Safety Services – such as a Monitoring Service, where we monitor Safety Devices or Safety Software used by End Users, and action automatic and user generated alerts and communications.

We may add or remove Safety Products from time to time.

3. Resale

Unless we agree otherwise, you must not resell or resupply the Safety Products.

B.– Your contract

4. Your contract

The contract (Contract) between you and us consists of:

(a) any Special Terms – see clause 5;

(b) Orders placed by you – see clause 6;

(c) the applicable Jurisdiction Specific Terms Schedule – see clause 7

(d) Product Schedules – see clause 8;

(e) Support Schedule – see clause 9;

(f) Limited Device Warranty – see clause 10;

(g) Price List – see clause 11;

(h) the End User Terms; and

(i) the rest of these Terms.

5. Special Terms

You and we may agree particular terms or a separate agreement (Special Terms) that apply to your Contract. Special Terms must be in writing and be expressly nominated as Special Terms.

6. Orders

You may submit an order for Safety Products (Order) via means that we accept from time to time. Your Order is accepted when we confirm acceptance in writing, including by issuing you an invoice. We reserve the right not to accept an Order.

7. Jurisdiction Specific Terms Schedule

The Duress entity specified on your Order will determine the jurisdiction-specific terms that apply to your Contract and the address to which you should direct notices to us, as set out in the Jurisdiction-Specific Terms Schedule.

8. Product Schedules

We may publish a schedule (Product Schedule) of additional terms and conditions that apply to a particular Safety Product or class of Safety Products from time to time on our Web Site, and which are incorporated by reference into your contract in respect of the relevant Safety Product

9. Support Schedule

We may publish a schedule (Support Schedule) describing the support service we provide for Safety Software from time to time on our Web Site, and which is incorporated by reference into your Contract.

10. Limited Device Warranty

Safety Devices come with a standard limited warranty, the terms of which are available on our Web Site.

11. Price List

We may publish a list (Price List) of standard Charges from time to time. The Price List applies if we supply a Safety Product and your Contract does not provide for a different Charge.

12. Inconsistency

If there is any inconsistency between parts of your Contract, an item that is higher in the list in clause 4 overrides an item that is lower.

C.- Term of your Contract

13. Minimum Term

The Minimum Term for your Contract is:

(a) the period stated in your Contract; or

(b) if no period is stated – 12 months.

14. Extension of Term

(a) We will notify you prior to the end of your Minimum Term.

(b) To ensure that your subscriptions remain active, unless you tell us otherwise, the Term automatically extends on a month by month basis at the end of the Minimum Term (Extension Period).

(c) Unless otherwise agreed with you, the Charges applicable to an Extension Period will be our then-current Charges as set out on our Price List at the commencement of the Extension Period.

(d) You can terminate your Contract during an Extension Period by notice to us, in which case the Contract will end at the end of the calendar month after the month in which you give us notice.

15. The Term of your contract

Your Contract:

(a) starts when we accept your Order (Start Date);

(b) continues for the Minimum Term and any Extension Period/s; and

(c) then ends when terminated in accordance with these Terms (End Date).

Between the Start Date and the End Date is the Term.

D.– Supply of Safety Products

16. Safety Products

Safety Products will perform in accordance with their Product Descriptions in all material respects, subject to being used in accordance with these Terms.

17. Use outside specified jurisdictions

Unless otherwise agreed with you, we do not support the Safety Products outside the jurisdiction(s) specified in your Order.

18. Not a substitute for emergency services

(a) Whilst Safety Products are designed for use in safety-related situations, they should be used in conjunction with other sources of emergency assistance.

(b) The Safety Products are not intended or suitable for sole reliance where there is an anticipated emergency or in situations where their failure, delay or inaccuracy could lead to death or personal injury.

(c) You must use local emergency services numbers as your primary source of emergency assistance. You are responsible for knowing the local emergency services numbers.

19. Product recommendations

You agree that failure to observe the following may result in Safety Products not working properly or at all, and you must ensure that

(a) Safety Devices and hardware that runs Safety Software are sufficiently charged at all times.

(b) Safety Devices remain connected with strong signal to a compatible mobile network or corporate wifi network.

(c) Safety Devices and Safety Software are updated to new versions of applicable firmware or software.

(d) each End User has watched our ‘Duress Basics’ training video and any other End User training material we issue, before they use a Safety Product.

20. Maintenance

(a) We may from time to time suspend our Safety Services to carry out scheduled or emergency maintenance or for reasons outside of our control.

(b) We will provide you with at least one week’s notice of any scheduled maintenance and otherwise provide you with notice as soon as practical of any unscheduled emergency maintenance.

21. Acknowledgement of Safety Product limitations

(a) Duress does not represent that the Safety Products will be uninterrupted or error-free. You acknowledge and agree that devices that are not connected to a network will have limited or no functionality.

(b) Duress does not accept responsibility or liability for the useability of the Safety Products with any of your devices or applications.

(c) Due to the nature of mobile network technologies Safety Products may experience drop-outs or be unavailable from time to time for reasons beyond the control of Duress.

(d) Certain functions or features of Safety Products provide assistance in safety-related situations when activated by you. Duress does not guarantee the availability, accuracy, completeness, reliability, or timeliness of such features. These features:

(i) are not intended to be solely relied upon in situations where more immediate or effective help is available or may be obtained;

(ii) are not designed for use in any medical, emergency or similar applications or circumstances that require fail-safe technology; and

(iii) require a paid up subscription to monitoring or safety services from Duress or another party to operate as designed.

(e) You agree to use these features at your sole risk and exercise independent judgment.

22. Registering your Monitoring Service

When we provide a Monitoring Service:

(a) we register a licence in our system for your Safety Software; and

(b) then you or we can nominate an End User.

23. DuressCare cover for Safety Devices

(a) We may offer optional coverage relating to accidental damage to, or loss of, Safety Devices (DuressCare).

(b) If you pay the DuressCare Charges we will replace or repair a Safety Device that is accidentally damaged or lost in accordance with and subject to the DuressCare terms and conditions published by us from time to time.

24. Trial Services

If we supply you with a trial service for a Safety Product, unless we agree otherwise:

(a) The term of the trial is 14 days;

(b) Charges for the trial will apply as per the Price List.

(c) You may cancel the trial during the term of the trial by giving us written notice and returning any Safety Devices supplied to you for the trial.

(d) At the end of the trial period, Charges will apply as per the Price List with a Minimum Term of 12 months.

25. Moves Adds and Changes (MAC) Order

(a) If you wish to move, add to or change the Safety Products we supply to you, you may give us an Order (MAC Order).

(b) If your MAC Order is for Safety Products at different pricing from your last Order we will notify you of any new or amended Charges.

(c) If accepted by us, we will implement a MAC Order as soon as practicable and your Contract will be taken to be varied in accordance with the MAC Order.

26. Communications

We will use reasonable endeavours to promptly notify you and your End Users of any interruption or disruption to the Safety Services or Safety Software.

27. Third party integrations

We may make third party integrations available to you from time to time which may have additional terms and conditions.

E.– Charges, Invoicing and Payment

28. Charges

Our Charges may include:

(a) Additional Charge – where we supply Safety Products or additional features of Safety Products out of the scope of your contract.

(b) Early Termination Charge – where we allow you to terminate your contract before the end of the Minimum Term.

(c) Gateway Charge – where we authorise a third party to provide monitoring services to you.

(d) Software Subscription Charges – for ongoing use, maintenance and updating of the Safety Software and (where specified in your Contract) provision of Safety Services.

(e) One-time Charge – a one-time payment such as the purchase price of a Safety Device.

(f) Rental Charge – for ongoing rental of a Rental Device.

(g) Set Up Charge – for commissioning a Safety Device.

(h) Up Front Charge – an amount payable on or immediately after we accept an Order or a MAC Order.

(i) Reporting Charge - for non-standard reporting on your Safety Products.

(j) Delivery Charges – for delivery of Safety Devices

(k) Installation Charges – for installation and other professional services

(l) Support Charges – for providing support to Safety Products

(m) Other – including amounts we are entitled to charge you, or be reimbursed, under these Terms.

29. Pro Rata Software Subscription Charges

If you place Orders for additional Safety Products during the Minimum Term of your Contract, the Software Subscription Charge payable for the first 12 months will be pro-rated to align with the anniversary of the Start Date of your Contract.

30. Increase in Charges

If your Contract includes an annual adjustment to our Charges, the adjustment will apply to all Safety Products under the Contract and be applied on each anniversary of the Start Date.

31. Reimbursement for costs

We may charge you our actual, substantiated costs of responding to requests for information from a law enforcement agency or as a result of your use of a Safety Product in a way that breaches these Terms, any Law or infringes the rights of any third party.

32. Invoicing and late billing

(a) Unless we and you agree otherwise, you must pay an invoice within 7 days after we send it (Due Date).

(b) We generally bill monthly or annually in advance. If you do not pay any amount invoiced by its Due Date, we may suspend the Services and/or charge interest at the Default Rate, calculated on the daily balance of the overdue amount from the Due Date until the date of payment in full.

(c) Where we agree to provide Safety Products on delayed payment terms, our Credit Terms apply.

33. Method of payment

(a) You must pay each invoice in the currency and in the manner specified in your Order and/or invoice

(b) Where we use a third party payment gateway (such as Stripe), you agree to the terms and conditions of that third party payment gateway available when you place your Order. We are not responsible for the performance of any such third party.

(c) We may make it a condition of supply that you pay us by Direct Debit. If so:

(i) we may suspend supply of Safety Products if the Direct Debit arrangements are not maintained.

(ii) you must not reverse any Direct Debit payment, unless you have our prior written approval. Otherwise, you must pay our reasonable costs (including legal fees if necessary) of reinstating the transaction.

(iii) we may extract payment 7 days after we send the invoice.

F.– Trade Marks and other IP

34. Trade Marks

(a) We own or license any registered or unregistered trade mark used in or in connection with a Safety Product.

(b) You must not reproduce, publish or otherwise use any such trade mark without our express consent.

(c) For the length of the contract, we may use your brand mark in our collateral, such as websites and brochures with your prior consent.

35. IP Rights in Safety Products

(a) We own or license all IP Rights in the Safety Products and in any IP we create in connection with or for the purposes of your contract (even if requested or suggested by you).

(b) We license you (and your End Users) to use our IP Rights to the extent necessary for you to use the Safety Products as contemplated by your contract, including under the End User Terms. You have no other interest in or to our IP Rights.

(c) You must not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, create derivative works of, transfer, redistribute or sublicense the Safety Software or other Safety Products.

36. Customer Data

All rights, title and interest (including IP) in data or information about or relating to you and your End Users, and all video and audio content generated from use of the Safety Product (Customer Data) is owned by you and constitutes your Confidential Information. Customer Data does not include Aggregated Data.

37. Confidential information

(a) You must not use our Confidential Information except for the sole purpose of using Safety Products in accordance with your contract. You must not disclose our Confidential Information to any person (other than End Users and your employees, officers and advisors on a need to know basis) except as required by law, including in response to a lawful request from a law enforcement agency.

(b) We must not use your Confidential Information except for the purpose of providing you the Safety Products in accordance with your Contract. We must not disclose your Confidential Information to any person (other than to our Personnel on a need to know basis) except as required by law, including in response to a lawful request from a law enforcement agency.

G.– Our liability to you

38. Service Levels

(a) If a Safety Product includes a Service Level Agreement (SLA), our liability is limited to any remedy or rebate specified by the SLA.

(b) In relation to an interruption or delay relating to a Safety Product, where you are not entitled to a SLA rebate or credit, we limit our liability to an amount equal to the charges billed for the affected Safety Service for the period of interruption or delay.

39. Capped liability for Direct Loss

Unless clause 38 applies, we accept liability for Direct Loss, to the extent it is caused by our negligence or breach of your contract, on ordinary principles of law including about proportionate liability, provided that our aggregate liability in respect of any Liability Event cannot exceed the aggregate of all Software Subscription Charges you pay in the 12 months prior to the date the Liability Event occurred.

40. Consequential Loss excluded

To the maximum extent permitted by law, the parties are not liable for, and no measure of damages will, under any circumstances, include any Consequential Loss.

H.– Privacy and data security

41. Data collection

In connection with providing Safety Products, we may collect Personal Information about End Users and other data including:

(a) personnel contact details;

(b) GPS and location information; and

(c) video and audio recordings.

Once anonymized and aggregated, such data relating to the use and operation of the Safety Products (Aggregated Data) will not identify you or any individual.

42. Use of collected data

(a) We may use and disclose the Personal Information and Customer Data that we collect for the purpose of supplying Safety Products (including diagnostics), product development and quality assurance of the Safety Products. We may use and disclose Aggregated Data for any purposes.

(b) We may also disclose such Personal Information and Customer Data relating to you (or an End User), or your (or an End User’s) use of a Safety Product, if requested by a law enforcement agency, court, Authority or legal practitioner, or otherwise required by applicable law.

(c) You must ensure that End Users are aware, and accept, that we may use and disclose their Personal Information in the manner set out in this clause 42 and this contract.

(d) Without limiting your obligations under this clause, as part of the registration process of the Safety Products, we may give certain privacy statements and obtain certain privacy consents from End Users. We may refuse to provide the Safety Products to an End User who refuses to give required privacy consent.

43. Data Security

(a) We will not use Customer Data except to provide the Safety Products to you or as authorised under these Terms.

(b) We will not disclose the Customer Data to any third party, except:

(i) to our Personnel; or

(ii) as permitted under this agreement; or

(iii) to the extent required by law to do so.

(c) If Customer Data is requested by law enforcement, court or Authority, we will notify you of such request as soon as practicable.

(d) We will host and store the Customer Data in your applicable Hosting Region.

(e) We will provide you with access to your Customer Data in our possession or control and promptly delete Customer Data on request.

(f) We will for the Term maintain ISO27001:2022 certification and, if circumstances arise which may impact on such certification, we will notify you as soon as possible.

(g) You are responsible for backing-up your Customer Data.

(h) If we become aware of a Security Incident, we will notify you as soon as possible and, in any event within 24 hours of becoming aware of the Security Incident. We will:

(i) provide full details (as known) of the Security Incident and promptly provide any other updates, information, documents and assistance requested by you in relation to the Security Incident to enable you to manage any interested stakeholders;

(ii) promptly investigate and remedy the Security Incident, including by taking all necessary steps to mitigate harm to you and individuals which may result from the Security Incident and to prevent the Security Incident from recurring;

(iii) where applicable, immediately notify you of any potential measures, including patches, to address or mitigate any vulnerabilities related to the Security Incident and our expected timeframe for implementing those measures;

(iv) cooperate with all lawful directions you give;

(v) to the extent permitted by Law, not submit any notification to an Authority in relation to the Security Incident without first consulting with you.

44. Compliance with Privacy Law

(a) We will comply with applicable Privacy Laws in relation to our provision of Safety Products.

(b) You must comply with applicable Privacy Laws in the use of the Safety Products.

45. Compliance with Surveillance Legislation

(a) You must comply with the applicable Surveillance Legislation in the use of the Safety Products, including where relevant ensuring that your End Users consent to the functionality of the Safety Products.

(b) Without limiting clause (a), you must not, and ensure that your End users do not use the Safety Products to do any of the following to the extent prohibited by applicable law:

(i) make a visual and/or audio recording of a private activity or private conversation;

(ii) track the geographical location of a person without their express or implied consent.

I.– End Users

46. Management of End Users

(a) You are solely responsible for managing your End Users, allocating Safety Products to them, training them to use Safety Products and communicating to us any issues they may encounter when using Safety Products.

(b) Unless we agree otherwise, all End Users must be 18 years old or above.

(c) You must keep training records of your End Users.

(d) We may publish product information and/or training materials relating to Safety Products. You must ensure that your End Users are familiar with this information and materials.

(e) You must comply with, and ensure that your End Users comply with, the End User Terms.

(f) We may communicate directly with End Users including in relation to service, support and administrative messages, reminders, technical notes, updates, security alerts and information related to the use of the Safety Products.

J.– Termination, suspension, etc

47. Termination & suspension by us

We may terminate your contract, or suspend or restrict supply of a Safety Product if:

(a) you fail to pay us any money that is due and payable and you fail to remedy that failure within 14 days of us providing notice of that failure;

(b) you are in material breach of your contract and that breach cannot be remedied or is not remedied within 14 days;

(c) you are subject to an Insolvency Event;

(d) you are a natural person (ie not a company) and you die;

(e) if we are reasonably required to do so due to an emergency, technical issues, regulatory or legal requirements or suspected or attempted fraud or illegal or prohibited use of a Safety Product; or

(f) in any other circumstances stated in your contract.

48. Termination by you

You may terminate your contract:

(a) if we are in material breach of your contract and that breach cannot be remedied or is not remedied within 14 days;

(b) if we are subject to an Insolvency Event;

(c) in accordance with clause 50(Early Termination); or

(d) if we materially reduce the overall functionality of the Safety Products without a corresponding reduction in price.

49. Effect of termination and suspension

You acknowledge and agree that where we exercise our rights to termination or suspension, you and your End Users (as applicable) will no longer be able to access the Safety Services and Safety Software. We will endeavor to provide you and your End Users with reasonable notice of any such termination of access.

50. Early Termination

(a) You may request to cancel a Service or terminate your Contract at any time in writing.

(b) Any termination under this clause will be effective on the first day of the month following your cancellation request.

(c) You acknowledge that our Charges are priced on the basis that you will complete your Minimum Term. Therefore if your Contract or a Service is terminated for reasons other than our material breach prior to the end of the relevant Minimum Term, we may charge an amount (Early Termination Charge) equal to:

(i) 75% of Software Subscription Charges for the Minimum Term less Software Subscription Charges already paid during Term; plus

(ii) 80% of Rental Device Charges for the Minimum Term less Rental Devices Charges already paid during Term; plus

(iii) 90% of DuressCare Charges for the Minimum Term less DuressCare Charges already paid during Term –

provided that the amount will never be less than zero.

(d) You agree that the Early Termination Charge is a genuine pre-estimate of the loss we will suffer as a result of you terminating your Service or the Contract early.

51. Suspension Charges

If we suspend supply of a Safety Product:

(a) due to your conduct – you remain liable for all Charges during the period of suspension; and

(b) otherwise – you are entitled to a pro rata reduction in Charges during the period of suspension.

52. Post-termination

If your contract ends:

(a) We may invoice you for, and you must pay, any Charges not yet invoiced and all other amounts we are entitled to under your contract.

(b) We will make available your Customer Data for a period of 60 days from the date of termination for you to download. Unless we agree otherwise with you, we will delete all Customer Data held by us following 60 days from the end of your Contract.

(c) Any cause of action that either of us had against the other pre-dating the termination is not affected.

(d) The limitations of liability and rights of indemnity under your contract continue.

Otherwise, your contract is at an end for all purposes.

K. General

53. Amendments

(a) Your Contract will be governed by the version of the DMST in force at the date you placed the Order.

(b) Subject to any applicable Jurisdiction-Specific Terms Schedule we may update these DMST from time to time, however any amendment to these DMST will only apply to Orders placed following the effective date of change.

54. Cooperation

If there are operational or performance issues with a Safety Service, you must reasonably assist our processes and efforts to troubleshoot and rectify them.

55. Tax

(a) All Charges are exclusive of Taxes, which you must pay at the same time as the Charges as applicable. You agree to pay any Taxes applicable to your use of the Safety Products.

(b) If you are located in Australia or New Zealand, Charges are taken to be GST exclusive, and you represent and warrant that you are registered for GST (if required).

(c) If you are located in the UK or the European Union, all Charges are taken to be exclusive of VAT and you represent and warrant that you are registered for VAT (if required).

56. Notices – from us to you

(a) We may give notice to you in connection with, or as required by, your contract in person, by email, by post, including by giving you notice of the address of a web page where the notice can be read.

(b) We may direct a notice to your registered office, the most recent number or address that you have notified to us or any other number or address that we reasonably believe to be current.

(c) A notice is taken to have been received:

(i) if we give it to you in person – at the time of delivery;

(ii) if we post it – at noon on the fifth Business Day after posting;

(iii) if we give it to you by email, during business hours in your locality – two hours later;

(iv) if we give it to you by email outside business hours in your locality – at 9am on the next Business Day in your locality;

57. Notices – from you to us

(a) Our Web Site includes Contact Details, including instructions about how to give a notice to us. This may be by email (to a specified address for notices) or any other way we specify. We may change these instructions from time to time. You should check the appropriate way to give us a notice each time you wish to send us one.

(b) A notice is taken to have been received at noon on the next Business Day in Melbourne, Victoria, Australia, subject to a ‘delivery failure’ message not being given.

58. Entire agreement

Your contract is the entire agreement between you and us regarding its subject matter. You agree that your contract does not include any term, condition, warranty, representation or guarantee that is not expressly set out in it, other than a Consumer Guarantee to the extent it may not lawfully be excluded.

59. Assignment, etc

We may assign, transfer or novate your contract to a purchaser of our business, providing the assignee assumes all our obligations under the Contract and we give you notice. You may not assign, transfer or novate any of your rights or obligations under your contract unless we agree in writing.

60. No waiver

A failure, delay, relaxation or indulgence by us in exercising any power or right conferred under your contract (such as a right that we have due to your breach of your contract) does not operate as a waiver of the power or right. L.Dictionary & interpretation

61. Dictionary

In your contract, unless the context indicates otherwise:

Authority means any governmental, semi-governmental, administrative, fiscal, statutory, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity and includes private authorities that have authority in relation to a party (eg .au Domain Administration Ltd).

Business Day means a day that is not a statutory public holiday in your jurisdiction or a Saturday or Sunday.

ACL means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Charge means an amount we may charge under your contract, as set out or calculated in accordance with your Order or these Terms.

Claim means any claim, demand, action, proceeding or legal process (including by way of set off, cross-claim, counter-claim or a claim for contribution to or indemnity).

Confidential Information of a party means all information in any form relating or belonging to the party of a confidential nature, but excludes information which (a) becomes known or generally available to the public (except as a result of a breach of confidentiality) or (b) is independently developed or already known to the disclosee.

Consequential Loss means (a) economic loss; (b) business interruption; (c) loss of revenue, profits, actual or potential business opportunities or contracts; (d) anticipated savings; (e) loss of data; (f) punitive, aggravated or other forms of non-compensatory damages and (g) other loss that does not flow naturally from the breach.

Credit Terms are the terms on which we provide Safety Products on credit available on our Web Site.

Customer Data - see clause 36.

Default Rate means 12% per annum, calculated daily.

Dictionary means this list of defined terms.

Direct Debit means a payment that is deducted by us from your nominated financial institution account.

Direct Loss means loss or damage suffered by a person and arising in connection with or out of your contract or anything done under it, excluding Consequential Loss.

Due Date – see clause 32.

DuressCare – see clause 23.

DMST means these Duress Master Terms.

Early Termination Charge – see clause 50.

End Date – see clause 15.

End User means a person to whom you allocate Safety Devices and/or Safety Software. If you obtain a Safety Device and/or Safety Software for your personal use, you are the End User.

End User Terms means our end user terms in force from time to time, available on the Web Site.

Hosting Region means the applicable location specified in our Privacy Policy under the heading ‘Where we store and process your data’.

Insolvency Event means, in relation to a person: (a) the person being unable to pay their debts as and when they fall due; (b) a receiver, administrator, liquidator or trustee in bankruptcy or analogous person being appointed; (c) if the person is a natural person, an application for bankruptcy being made; or (d) if the person is a corporation – (i) an application for winding up or external administration being filed and not being withdrawn within 20 Business Days; (ii) the person resolving to enter into a deed of company arrangement or an arrangement, composition or compromise with, or assignment for the benefit of, its creditors generally or any class of creditors, or proceedings being commenced to sanction such an arrangement, other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation.

GST means: (a) in Australia, goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and (b) in New Zealand, goods and services tax under the Goods and Services Tax Act 1985 (NZ).

IP means anything in which IP Rights subsist.

IP Rights means all industrial and intellectual property rights of any kind which may subsist anywhere in the world, including without limitation: (a) patents, copyright, rights in circuit layouts, designs, trademarks (including goodwill in those marks) and domain names; (b) any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and (c) all rights of a similar nature to any of the rights in paragraphs (a) or (b) of this definition – whether or not such rights are registered or capable of being registered; and (d) future IP Rights.

Law means any law, Act, regulation, binding code or industry standard, as updated or replaced from time to time, and includes a direction of an Authority.

Liability Event means an event, act or omission, or series or combination of events, acts or omissions, that give rise to Direct Loss for which we are or may be liable, whether in contract, tort or otherwise. A Liability Event is deemed to have occurred:

(a) in the case of a single event, act or omission – on the date when it occurred; and

(b) in the case of a series or combination of events, acts and/or omissions – on the date when the first event, act or omission in the series or combination occurred.

Loss means Direct Loss and/or Consequential Loss.

MAC Order – see clause 25(a).

Minimum Term – see clause 13.

Monitoring Service – see clause 2(c).

Personal Information means the same as in the Privacy Law.

Personnel means a party’s employees, contractors, agents and officers.

Privacy Law means applicable legislation relating to data protection and privacy which applies to you or us in relation to personal information including (a) the Privacy Act 1988 and the Australian Privacy Principles and (b) national implementations of the General Data Protection Regulation (GDPR); (c) Data Protection Act 2018 (UK).

Product Description means a description of the nature, features and limitations of a Safety Product, published by us from time to time usually on our Web Site.

Register has the meaning given to that term in the PPSA.

Safety Software – see clause 2(b).

Safety Device – see clause 2(a).

Safety Product means goods or services that we supply to you including Safety Devices, Safety Software and Safety Services.

Safety Service means services we supply to you including Monitoring Services.

Schedule means a schedule of this agreement.

Security Incident means any actual or suspected information security or data event or incident which does, or which could, result in a compromise of the confidentiality, integrity, operation or availability of Customer Data or the Safety Products.

Service means a Safety Service or other service we provide under your Contract.

SLA means a service level agreement relating to a Safety Product, as published by us from time to time.

Start Date – see clause 15.

Surveillance Legislation means all applicable laws relating to electronic surveillance devices that are applicable to you including the Surveillance Devices Act 1999 (Vic) or the corresponding legislation in your jurisdiction.

Tax means any tax, rate, levy, impost or duty (other than a tax on the gross overall income of any person) and any interest, penalty, fine or expense relating to any of them.

Term – see clause 15.

Web Site means duress.com

62. Interpretation

Unless the context indicates otherwise:

(a) If an expression is defined in the Dictionary, grammatical derivatives of that expression have a corresponding meaning.

(b) Expressions like ‘includes’ and ‘eg’ are not words of limitation and any examples provided are not exhaustive.

(c) A reference to the singular includes the plural and vice versa and one gender includes all genders.

(d) A ‘person’ includes any entity that can sue and be sued and any legal successor to or representative of that person.

(e) A reference to a document or a Law includes the document or Law as modified or replaced from time to time.

(f) The words ‘in writing’ include any communication sent by any other form of communication capable of being read.

(g) Anything that is unenforceable must be read down, to the point of severance if necessary.

JURISDICTION-SPECIFIC TERMS SCHEDULE

1. Duress contracting entity

(a) The Duress entity specified on your Order will determine the jurisdiction-specific terms that apply to your Contract and the address to which you should direct notices to us, as set out below:

(b) If no Duress entity is specified on your Order, the contracting entity established in your jurisdiction will be the Duress contracting entity.

2. Australia Specific Terms

(a) In the event of a conflict between these Australian Specific Terms and the terms otherwise set forth in your contract, the ‘Australian Specific Terms’ will prevail.

(b) The Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) protects persons who enter Consumer Contracts (as defined in the ACL) or Small Business Contracts (as defined in the ACL) (ACL Consumers) from unfair contract terms.

(c) Subparagraphs (d) to (k) of this clause apply to ACL Consumers.

(d) If a term of your contract would (except for this clause) be ‘unfair’ within the meaning of section 24 of the ACL, we will not apply that term without taking steps to mitigate any unfairness.

(e) If your contract does not fix a time within which a Safety Product will be provided and the time is not to be determined in a way agreed between us, we shall supply it within a reasonable time and you may have rights and remedies under the ACL if we fail to do so; and

(f) The Safety Products come with guarantees that cannot be excluded under the ACL (Consumer Guarantees).

(g) For major failures with the Safety Products, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

(h) If we supply you with goods then our liability for failure to comply with a Consumer Guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:

(i) repairing, replacing or supplying equivalent goods; or

(ii) paying the costs of repairing, replacing or acquiring equivalent goods.

(i) Our liability for failure to comply with a Consumer Guarantee is limited to:

(i) supplying the services again; or

(ii) paying the cost of having the services supplied again.

(j) You may terminate your Contract by notice in writing within 30 days of any change to these Terms (including any changes to any terms and conditions incorporated by reference) that are detrimental to you or which impose material additional obligations upon you and to which you do not agree (Detrimental Change).

(k) If you terminate your Contract due to a Detrimental Change or our material breach:

(i) any Early termination Charges will not apply; and

(ii) we will refund on a pro rata basis any pre-paid Charges that relate to the period following termination.

(l) We will comply with the laws of Australia in the provision of the Safety Products.

(m) Your Contract is governed by the laws of Victoria, Australia. You and we submit to the exclusive jurisdiction of the courts of Victoria, Australia and the Commonwealth of Australia.

3. United Kingdom Specific Terms

(a) In the event of a conflict between these United Kingdom Specific Terms and the terms otherwise set forth in your contract, the United Kingdom Specific Terms will prevail.

(b) We will comply with the laws of England and Wales in the provision of the Safety Products.

(c) These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.

(d) Nothing in your Contract limits or excludes liability which cannot legally be limited or excluded.

(e) Where you are a consumer within the meaning of the Consumer Rights Act 2015, nothing in your Contract shall exclude or restrict the statutory rights of that consumer.

(f) Your Contract is governed by the laws of England and Wales, without reference to conflicts of law principles.

4. New Zealand Specific Terms

(a) In the event of a conflict between these New Zealand Specific Terms and the terms otherwise set forth in your Contract, these New Zealand Specific Terms will prevail.

(b) We will comply with the laws of New Zealand in the provision of the Safety Products.

(c) Sub-paragraphs (e) to (p) of this clause apply only where you are a Consumer within the meaning of the Consumer Guarantees Act 1993.

(d) If you are a Consumer, the Safety Products come with guarantees that cannot be excluded under the Consumer Guarantees Act 1993 (NZ Consumer Guarantees). Nothing in your Contract limits or excludes any NZ Consumer Guarantee or any remedy available to you under the Consumer Guarantees Act 1993.

(e) Nothing in your Contract excludes, restricts, or modifies any liability we may have to you under the Fair Trading Act 1986 for misleading or deceptive conduct or false or misleading representations.

(f) We will comply with the Privacy Act 2020 (NZ) and the Information Privacy Principles in relation to any Personal Information we collect, hold, use, or disclose in connection with your use of the Safety Products.

(g) You may terminate your Contract by notice in writing within 30 days of any change to these Terms (including any changes to any terms and conditions incorporated by reference) that are detrimental to you or which impose material additional obligations upon you and to which you do not agree (Detrimental Change).

(h) If you terminate your Contract due to a Detrimental Change or our material breach:

(i) Any Early termination Charges will not apply; and

(ii) we will refund on a pro rata basis any pre-paid Charges that relate to the period following termination.

(i) Sections 12 to 15 of the Contract and Commercial Law Act 2017 (which allow a person who is not a party to a contract to enforce certain benefits under that contract) do not apply to your Contract.

(j) Your Contract is governed by the laws of New Zealand, without reference to conflicts of law principles, and you submit to the non-exclusive jurisdiction of the New Zealand courts.

(k) For the purposes of these Terms, GST means goods and services tax under the Goods and Services Tax Act 1985 (NZ).

PRODUCT SCHEDULE: Renting Safety Devices

1. Application

(a) This Schedule applies if we agree to rent Safety Devices to you.

2. Renting Safety Devices

(a) Any Safety Devices rented to you (Rental Devices) remain our property at all times. Rental Devices may be new or used and refurbished.

(b) Your Order will specify the rental term (Rental Term), rental Charges and other conditions that apply. The Rental Term may not match the Term of your Monitoring Service.

(c) We may Charge you if you lose or damage (other than fair wear and tear) a Rental Device. If you pay such Charges, we will replace or repair a lost or damaged Rental Device.

(d) A replacement Rental Device may not include accessories that were bundled with the Rental Device it replaces.

(e) At the end of the Rental Term, you must return the Rental Devices in good condition (fair wear and tear excepted). We may issue you a Charge for failure to do so.

(f) You must not allow any person other than an End User to use or take possession of a Rental Device.

(g) We do not offer DuressCare on Rental Devices.

(h) You must not create, or allow any person to create, a Security Interest in a Rental Device.

3. Grant of Security Interest

(a) We have a Security Interest in Rental Devices for the purposes of the Personal Property and Securities Act 2009 (Cth) (PPSA) in the nature of a PPS Lease (as defined in the PPSA). The Security Interest created protects our ownership interest in the Rental Device and does not secure payment or performance of an obligation.

(b) We may register our Security Interests. You must do anything which we require for the purposes of ensuring that our Security Interests are enforceable, perfected and otherwise effective under the PPSA. Our rights under PPSA are in addition to our rights under your contract.

4. PPSA exclusions and waivers

(a) The following provisions of the PPSA do not apply and, for the purposes of section 115 of the PPSA, are ‘contracted out’ of your contract for goods that are not used predominantly for personal, domestic or household purposes – sections 95, 96, 125, 130, 132(3)(d), 132(4), 142 and 143.

(b) The following provisions of the PPSA confer rights on us – sections 123, 126, 128, 129 and 134(1). These rights are in addition to our rights under your contract.

(c) You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.

(d) We and you agree not to disclose information of the kind that can be requested under section 275(1) of the PPSA. You must do everything necessary to ensure that section 275(6)(a) of the PPSA continues to apply. This clause is for the purpose of allowing us the benefit of section 275(6)(a).

PRODUCT SCHEDULE: Device Purchase Plans

1. Application

(a) This Schedule applies if you purchase a Safety Device on a Device Payment Plan (DPP)

2. Device Purchase Plans

(a) Under a DPP, we offer approved customers credit equivalent to the Device Charge to purchase a Safety Device and allow you to repay that credit by monthly instalments over an agreed period (the DPP Term).

3. Title and risk in Safety Devices

(a) Under a DPP, title and risk in the Device passes to you upon your receipt of the Safety Device.

4. Repayment

(a) You must repay the Device Charge by monthly instalments over the DPP Term. If you do not repay the Device Charge, we may suspend or cancel your Safety Services.

(b) If your service or contract is cancelled before the end of the DPP Term you must pay to us an amount equal to the difference between the undiscounted Device Charge and any amounts you have already paid to us under the DPP, in addition to any other Early Termination Charge

(c) Your obligation to make payments under or in connection with the DPP is absolute and unconditional. To the maximum extent permitted by law, you agree that you may not exercise any right to any set-off, counterclaim, withholding, deduction or reduction in respect of payments under or in connection with the DPP for any reason whatsoever

(d) Any loss or damage to the Device does not remove your obligation to repay the Device Charge.

PRODUCT SCHEDULE: International Monitoring

1. Dictionary

In this Product Schedule:

International Monitoring Service is a Monitoring Service provided to an End User in an International Territory.

International Territory means those countries outside Australia, New Zealand and the United Kingdom in which we offer International Monitoring Services from time to time. A full list of International territories are available from us.

2. Application

This Product Schedule – International Monitoring applies where we agree to provide International Monitoring Services to the End User.

3. Requirements

In order to receive International Monitoring Services, you must have a Safety Device, or the device on which you have installed the Safety Software must be able to generate an appropriate emergency signal; comply with any requirements we notify to you; and otherwise be compliant with the applicable device documentation and warranty, and applicable national regulations for devices of that type.

4. International Monitoring service

The Safety Products transmit emergency signals along with applicable registration data information and available location information to the International Monitoring Centre (IMC). The IMC provides International Monitoring Services 24 hours a day, 7 days a week and 365 days a year. Upon receipt of an emergency signal the IMC will:

(a) contact as available the primary and secondary contacts identified by the End User to attempt to validate the emergency signal;

(b) identify appropriate emergency responder(s) according to available location information;

(c) contact the appropriate emergency responder(s) and inform them of the relevant facts in the IMC’s possession (including available registration data information and/or location information);

(d) the IMC may contact an appropriate Embassy according to End User registration data and/or location information in the country identified by your location information, and provide them all relevant facts in IMC’s possession; and

(e) provide updates of location information as available to the identified emergency responder.

Upon contacting the emergency responder(s) and informing them of all relevant facts, both we and our subcontractors are released from all further legal responsibility and/or obligation to take any further action whatsoever.

Should we have reasonable cause to believe that an emergency condition does not exist, we reserve the right to solely contact the primary and secondary contacts identified by you.

5. Use and misuse of service

We intend that International Monitoring Services will be available at all times in the International Territories where your Safety Product is operative. However, it is possible that at some time and some locations, we will not receive your transmission or that your transmission will be delayed. You are solely responsible for any charges that may be assessed by emergency responders for attending to emergency signals and/or in relation to search and rescue activities resulting from you or your authorised users’ transmission of an Emergency Signal. In addition, we reserve the right to assess a fee in the case of deliberate or negligent misuse of the International Monitoring Service.

6. Limitation of Liability

You acknowledge and agree that to the fullest extent permitted by law, we expressly exclude liability for any Claim, including injury or death, and any Loss which may arise out of or in connection with the provision of the International Monitoring Services (including any delay in providing or failing to provide the International Monitoring Service) or its use by you or someone authorised by you to utilise the Safety Products.

We exclude all liability, whether resulting from contract, tort (including liability for negligence or breach of statutory duty) or otherwise in respect of any Loss or Claim resulting from the acts or omissions of our third party providers for any faults, failures or inadequacies of the GPS satellite system, any mobile communications infrastructure, a device that does not comply with these terms, the International Monitoring Service or the emergency monitoring and response provided by us or our subcontractors.

We and our service providers, shall not be liable to you or be deemed to be in breach of these terms in respect of any failure or delay in the provision of International Monitoring Services caused by:

(a) matters outside of our or our supplier’s reasonable control, which shall include but is not limited to the outbreak of hostilities, riot, civil disturbance, acts of terrorism, fire, explosion, flood, snow, fog, or other inclement weather conditions, failure of telecommunications or satellite systems, electrical power failures or fluctuations, surges in the electrical mains or currents induced into damage caused by electromagnetic interference, theft, malicious damage, strike, lock out or industrial action of any kind; or

(b) failure or delay in us or our subcontractors responding to emergency signals.