Terms and Conditions

Structure of the agreement:

 

This agreement comprises these Standard Terms and Conditions, the Services Descriptions, the Payment Terms, and Duration of Agreements.

 

  1. Commencement and Terms

 

  1. The Hardware agreement/warranty (2 years) comes into force on the Invoice/dispatch date of all new Apollo Infinity Hardware.
  2. The Apollo Infinity Fees/Billing payment agreement comes into force upon activation of the Apollo Infinity modem or automatically after 60 days depending on your contract.
  3. The Fees/Billing contractual agreement will remain in place for a period of Two (2) years from date of activation.
  4. After this contractual period ends, the Apollo Infinity devices will still operate and will continue to be automatically renewed/billed each January unless cancelled in writing by you as per Section Two (2).

 

 

  1. Cancellation and Suspension of a Service after the Initial Contractual Two-Year Period

 

  1. Service can be cancelled in writing, after the initial Two (2) year contractual agreement period. You must give Dunraven Systems Ltd sixty (60) days to action all cancellation requests.
  2. Cancellation requests must be submitted in writing no later than Oct 31st each year prior to the Annual Billing run which occurs annually each January.
  3. Failure to cancel within the above agreed period will result in Annual Billings being processed and all Invoices will be due for payment within 30 days to Dunraven Systems Ltd with no exceptions.
  4. Failure to pay any outstanding invoice within Thirty (30) days will result in service interruption and/or termination.
  5. If a cancellation request is received after the annual billing run. The Invoice must be paid up to the cancellation date plus an additional 25% penalty charge will be applied.
  6. Dunraven Systems may at their discretion recommence the supply of a Service that Dunraven Systems have suspended. A reconnection fee may be charged equivalent to 25% of annual billing payment.

 

  1. Payments of the Charges and Invoices

 

  1. Dunraven Systems will invoice you for all hardware on the day of dispatch.
  2. Dunraven Systems will invoice you for fees once a Modem has been activated and this will allow you to access all information on our RMS Delta system.
  3. Dunraven Systems issue Invoices and Statements by email.
  4. You agree to pay us within Thirty (30) days of the date of Invoice.
  5. You must pay us for all invoices issued within the agreed 30 days term.
  6. Failure to pay Invoices on time, may result in loss of service and a reconnection fee may be applicable to reinstate your system.
  7. A reconnection fee may be charged equivalent to 25% of annual billing payment.
  8. Dunraven Systems may change the charges for any Apollo Infinity Device and RMS Delta Service at any time by giving you not less than 30 days’ notice of the change.
  9. Failure to pay the Charges set out in an invoice by their due date may result in your access to the RMS Delta Services being suspended until all outstanding Charges have been paid.
  10. Any claim by you that an invoice is incorrect must be made within 30 days of the date of the invoice.
  11. Our records are sufficient proof that a Charge is payable by you unless they are shown to be incorrect.
  12. Customers will be responsible for all bank transfers fees related to International Bank Transfer and Currency Exchange Rate variations.

 

  1. Activations

 

  1. When a device is activated and shown on RMS Delta, an invoice will be raised and submitted Sixty (60) days from activation date until that year end and will then be included in the annual billing cycle from January 1st each year.
  2. It may be required to ‘Force’ activate devices, irrespective of installation date, and these will be billed accordingly as per 4(a).

 

  1. Device warranty

 

  1. You are responsible for the cost of returning any Apollo Infinity Device for repair or replacement under an Apollo Infinity Device Warranty.
  2. If there is a manufacturing defect with an Apollo Infinity Device, Dunraven Systems will replace the Apollo device only and no Credit Notes will be issued.

 

  1. What Dunraven Systems Will Supply?

 

  1. Dunraven Systems will, in accordance with the terms of this agreement, supply the Apollo Infinity Device and the Services., connectivity and data services.
  2. The Apollo Infinity Device and Services only allow you to establish connectivity to RMS Delta System.

 

  1. Our standards

 

  1. Dunraven Systems will use our reasonable endeavours to:
    1. supply the Apollo Infinity Device and Services and perform our other obligations under this agreement, in a diligent and professional manner.
    2. ensure that, in providing the Apollo Infinity Device and Services, Dunraven Systems comply with all applicable laws.
  2. However, Dunraven Systems do not guarantee that the Services will be error free, continuous, or free of interruptions. The Services may be temporarily unavailable due to circumstances outside of our control, or for scheduled maintenance, either by us or by our suppliers, therefore:
    1. you should have a business continuity plan for this.
    2. you must not use the Services for any application which requires guaranteed data or service availability (e.g., medical, nuclear, public safety or defence applications).
  • You must not rely on the service as a substitute for any other means of ensuring safety of obtaining emergency assistance including emergency services.
  1. Dunraven Systems is not a Carrier service and do not supply Carriage Services. Dunraven Systems are not responsible for any interruption in, disruption to or suspension by a Carrier or Service Provider.
  2. The Apollo Infinity Device and Services rely on wireless communication networks. Not all Services are available everywhere, particularly in remote areas, at all times.

The area you are operating in may affect the Service that Dunraven Systems can provide to you. The Service only works in places where a Carrier or Carrier Service Provider has the technical compatibility, coverage, network capacity, and reception when and where the Service is needed.

  1. If a claim of infringement of intellectual property rights is made by any party in connection with the provision of the Services by us, Dunraven Systems may modify, limit, suspend or cancel the provision of Services, if required, in response to the claim, and will give you as much prior notice as Dunraven Systems reasonably can.

 

  1. Your obligations

 

  1. You must not:
    1. alter, tamper with, reverse engineer, repair or attempt to repair the Apollo Infinity Device if provided, Apollo Infinity devices or the Services or allow a third party (other than an accredited technician approved by us) to do any of these things.
    2. resell, resupply, or share the Service to or with any third-party without our consent nor purport to incur any liability on behalf of us or the Carrier.
  • use the Service or related software in any manner that:
    1. violates any law,
    2. violate or attempt to violate the security of the Service, including, without limitation:
    3. accessing data not intended for you or logging into a server or account which you are not authorised to access.
    4. attempting to scan or test the vulnerability of our system or network or to breach security or authentication measures.
    5. attempting to interfere with, disrupt or disable service to any third party, host or network related to the Services or us, including, without limitation, via means of overloading, “flooding”, “mail-bombing” or “crashing”.
    6. forging any TCP/IP packet header or any part of the header information in any e-mail.
    7. attempting to obtain services to which you are not entitled; or
    8. sending any virus, worm, Trojan horse or other harmful code or attachment.
  1. You must provide us with all reasonable information as required by us to provide you the Services, and for you to receive and use our Services under this agreement.
  2. You are solely responsible for:
    1. choosing, acquiring, and maintaining your own equipment, facilities, and systems necessary to enable you to use the Apollo Infinity Device and the Services safely.
    2. ensuring that the Apollo Infinity Device and the Services are compatible with your networks and systems.
  • the consequences of using the Apollo Infinity Device and the Services.
  1. the security of data or information that you send, receive or store using the Apollo Infinity Device or the Services.
  2. Comply with fair use terms of the API which are to query Once per hour.

 

  1. What happens if a Force Majeure Event occurs

 

  1. If a Force Majeure Event occurs, the obligations under this agreement of the party affected by the Force Majeure Event (affected party), being obligations that the effect of the Force Majeure Event prevents the party from performing (affected obligations), are suspended so long as the effects of the Force Majeure Event have that effect.
  2. The affected party must give the other party notice of the Force Majeure Event as soon as practicable after becoming aware that the Force Majeure Event has occurred or may occur.
  3. The affected party must use its reasonable endeavours to remove, overcome or minimise the effects of the Force Majeure Event as quickly as possible. This does not require a party to settle any industrial dispute in any way that it considers inappropriate.

 

 

  1. How this agreement may be terminated

 

  1. If:
    1. (Being a corporation) you are or become insolvent or any order is made, or resolution passed for your winding up or a controller is appointed over all or any part of your assets.
    2. you fail to make any payment to us when due under this agreement; or
  • you breach any other terms of this agreement.

Dunraven Systems may, by written notice to you, terminate this agreement immediately or with effect from a date specified in the notice.

  1. If a Force Majeure Event occurs and affected obligations suspended under that clause for more than 14 days, either party may, by written notice to the other, terminate this agreement.
  2. Either party may, by written notice to the other party, terminate this agreement for convenience with effect from a date specified in the notice (being a date not less than 30 days after the date of the notice).
  3. Our rights to payment of the Charges accrued up to the date of termination are not affected by the termination.
  4. In the event that confidentiality between either parties is breached.
  5. Dunraven Systems may immediately without notice cancel or suspend the supply of Service to you at any time:
    1. in an emergency.
    2. In the event of force majeure
  • if the supply or use of the Service becomes unlawful.
  1. if you fail to make any payment to us when due under this agreement; or
  2. if you are otherwise in breach of this agreement.
  3. if your use of the Service is unlawful or you use the Service to commit an offence or allow anyone else to do so; or
  • if the Carrier who supplies the Carriage Service that Dunraven Systems arrange to be supplied to you suspends or asks or directs us to suspend the Service or cancels its service to.
  1. Dictionary

 

  1. In this agreement, unless a contrary intention appears:
    1. Authorisation means:
      1. an authorisation, consent, exemption, or licence, however it is described, required to do something that would otherwise be prohibited or restricted by law; or
      2. in relation to something that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken.
      3. Business Day means a day other than a day that is a Saturday, Sunday, or national public holiday.
      4. Carriage Service has the meaning given in the Telecommunications Act of the respective country in which you operate.
    2. Carriage Service Provider has the meaning given in the Telecommunications Act(s)
  • Carrier has the meaning of an approved provider of Telecommunications services.
  1. Claim means a cause of action, claim, demand, suit or proceeding of any kind, including by way of court proceedings, proceedings in arbitration, mediation or other methods of dispute resolution and administrative claims and proceedings (whether or not before a tribunal).
  2. Commencement Date (s) means the date (s) on which Dunraven ship your device and subsequent activation of the Apollo Infinity Device allowing access to RMS Delta.
  3. Charges means the prices, charges, and fees that you must pay for the Device, and access to RMS Delta Apollo Infinity Device and the Services including:
    1. any other fees and charges that Dunraven Systems notify you of in relation to our services, to include custom development, a standalone database and/or structured managed reporting.
  • Default means an act or omission that:
    1. is a contravention of a written law; or
    2. amounts to a breach of a duty (including a duty arising under an agreement) or a breach of an agreement or other document.
  • Force Majeure Event means an event that prevents a party (affected party) from performing its obligations under this agreement (affected obligations), being an event that is beyond the reasonable control of the party, but not an event that is, or is caused wholly or partly by a Default of the affected party.
  1. Government Agency means a person or body performing governmental functions, including any of the following:
    1. a body politic.
    2. a government or government department or other similar body.
    3. a governmental, semi-governmental or judicial person.
    4. a person (whether autonomous or not) charged with the administration of a law.
  2. Loss means any liability, loss, damage, compensation, costs, and expenses (including the costs of the investigation, defence and settlement of any Claim or demand), to include faulty hardware and software.
  3. Order means a request by you for an Apollo Infinity Device Apollo Infinity and Service or a change to a Service that Dunraven Systems accept.
  • Service means an access to RMS Delta, that Dunraven Systems will supply to you under this agreement as specified in an Order.
  • Services Description means, in respect of a service Dunraven Systems supply, the description of RMS Delta on Our Website.
  • Apollo Infinity Device.

Apollo Infinity Device capable of tank measurement and communication with a remote server.