SmartCare® Locate is a web based application (Application) provided by Chiptech International Ltd (“we”, “us” or “our”). These Terms and Conditions (Terms) govern your use of the Application. In these Terms “you” and “your” means the organisation responsible for providing monitoring services in respect of the Device. Only organisations approved by us may access and use the Application.
Acceptance of terms
By accessing, and using, the Application you agree you have read, understood and accept these Terms and agree to be bound by all applicable laws governing this Application. If you do not agree to be bound by these Terms and such laws, do not access or use the Application.
We, at our sole discretion, may amend these terms and conditions from time to time without prior notice. You are responsible for ensuring you have read the most up-to-date version as your continued use of the Application represents your agreement to be bound by these Terms.
In these Terms, unless the context otherwise requires:
Account means any account created by us in connection with your email to us with a new account request;
Application has the meaning set out above and includes all modifications, updates, upgrades and enhancements made to the Application, and the services provided in connection with the Application;
Device means a GO personal emergency response system, mPERS product, or GOcard, or lone worker product that we have supplied to you for use by your customers, and in respect of which you provide monitoring services;
GPS means Global Positioning System; and
Location Information means the GPS location of an activated Device and any associated information related to the Device or its activation.
The Application is provided to support the provision of the monitoring services by you. The Application is designed to display the Location Information of the Device when the emergency alarm on the Device is activated, a system check is performed, or a lost report is sent after a period of no movement. The Application does not display the Location Information of any Device for the purposes of tracking individuals without user initiated interaction. The functionality of the Application is further described in the user manual.
In order to use the Application to view the Location Information of an activated Device, the Device must be able to access GPS information from GPS satellites and the 3G cellular network of the telecommunications provider it has been set up for, and the computer you are using to access the Application must be connected to the Internet. The Device cannot be used outside of the network’s coverage, on other networks, or outside of the country it is set up for.
The Application, its content, features and functionality are either owned by us or the people we license such material from. No right, title or interest in or to the Application or any content, features or functionality on the Application is transferred to you. Any use of the Application not expressly permitted by these Terms is a breach of these Terms and may also violate copyright, trademark and other laws.
Subject to these Terms, we grant to you a non-exclusive, non-transferable, limited right to access and use the Application to assist you in the provision of monitoring services to the individual using the Device.
You are not permitted to copy, reproduce, alter, adapt, reverse engineer, decompile, disassemble, modify, make error corrections for, create derivative works of, or attempt to obtain the source code for, the Application, without our prior express written permission.
You must use the Application in accordance with the user manual. The Application must not be used or accessed outside of your organisation.
When accessing and using the Application you must not:
- violate the security of the Application, or interfere, damage or harm, or attempt to interfere, damage or harm the Application, or any system connected to the Application;
- use any automated system, including without limitation, robots, spiders, or offline readers to access, acquire, copy or otherwise monitor the Application;
- use the Application otherwise than in the manner in which the Application is designed to be used or use the Application if you have no legitimate reason to do so.
It is your responsibility to obtain and maintain a 3G cellular network connection with the telecommunications provider that the Device has been set up for to enable the Device to transmit Location Information to the Application.
You acknowledge that you are responsible for providing the monitoring team and monitoring service to Device holders as contemplated by the Device’s user guide.
You acknowledge that for the Application functionality to operate as intended, certain settings are required for each Device. You are responsible for ensuring that Devices are set-up correctly and that those Devices retain those settings and any required updates to them are made when required. Where you have a private APN, you must add the DNS addresses to the Device’s allow list, as advised by Chiptech. While Chiptech uses its reasonable endeavours to provide one week’s notice of any required update, such notice period is not always possible due to factors outside Chiptech’s reasonable control. Regardless of the amount of notice given you must also ensure that you update the allow list addresses in a timely manner and within any timeframe as is advised by Chiptech.
You may only access the Application from a computer owned or controlled by your organisation. The computer through which you access the Application must have a suitable Internet connection. The Application must be accessed using a compatible Internet browser, as outlined in the user manual.
Your use of the Application requires you to first create an Account. Account creation is only available for individuals of your organisation. To create an Account you must contact us at firstname.lastname@example.org. You are responsible for the activity that occurs on all of your Accounts. You must ensure that passwords are kept secure and confidential.
You must immediately notify us of any unauthorised use of any Account, or any other breach of security or any other incident occurs in relation to your system that threatens or may comprise or threaten the security and integrity of the Application or any services delivered by the Application.
We may suspend or disable an individual’s Account or all of your Accounts if you (or any individual using an Account) breach these Terms, or if we consider it necessary to protect the security of the Application or for any other reason.
You must provide true, accurate and complete information when providing any information to us.
We have provided you with access to the Application to assist you to collect the Location Information of Device holders. We agree to hold and process Location Information sent to the Application by such Devices on your behalf. We will not use or disclose any such Location Information for our own purposes. You agree that you will only collect, access, use and disclose that Location Information in accordance with all applicable laws.
The Application is provided on an “as available” basis. We do not warrant that use of the Application will be uninterrupted and error free.
The Application relies on the availability of third party applications Microsoft Azure and Google Maps, and the Internet. You agree that the Application will not be available if the computer from which you are accessing the Application is not connected to the Internet, or there is a transmission or third party application failure.
The availability and accuracy of the Location Information sent to the Application is subject to the common constraints of GPS and 3G networks. If either network is blocked, or subject to interference or a transmission failure, the Location Information may not be available
You agree that we have no responsibility for any failure of the Application to receive the Location Information or a failure to access the Application in such cases.
Our liability is excluded
To the maximum extent permitted by law, we are not liable or responsible to you or any other person for any direct, indirect or consequential loss, or any exemplary, incidental, special or punitive damages or any loss of profits, revenues or business opportunities that you or any other person may suffer or incur as a result of your access or use of the Application. This exclusion applies regardless of whether such liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
To the maximum extent permitted by law, we will not be liable or responsible to you or any other person for any loss, damage, death or injury, suffered or incurred in connection with:
- the Application or any of its functionality being unavailable (in whole or in part) or performing slowly;
- any error in, or omission from, the Location Information;
- any problems with the Device or its software or firmware that arise due to your failure to set up the Device correctly, follow instructions of Chiptech, install a Device enhancement that is made available, or any failure outside Chiptech’s reasonable control. A failure outside Chiptech’s reasonable control includes if the Device is out of range, if there is a transmission failure, if it is not used on the cellular network instructed by Chiptech, or if the Device connection to GPS technology (where relevant) is affected by atmospheric conditions, buildings or any other form of interference; or
- any incorrect usage of the Application by you.
You are responsible for the security of the computer used to access the Application, and for ensuring the manner by which it connects to the Internet protects you from viruses, malware or other malicious code. We do not accept any liability arising from any failure in the security of the computer used, or from any viruses, malware or other malicious code that affects the computer used to access the Application.
To the maximum extent permitted by law, we exclude all warranties that may be implied into these Terms by statute or otherwise.
Suspension and Termination
Without limiting clause 7, Chiptech may suspend your use of the SmartCare® Locate, or its use by an individual within your organisation, if you are in default of any of these Terms (Default). Where the Default relates to a particular individual within your organisation, the suspension will generally only be in relation to that individual’s use of the SmartCare® Locate. Any suspension will be for such period as Chiptech considers appropriate given the nature of the Default, but at a minimum it will be until the Default is corrected and Chiptech is satisfied that a similar Default will not recur.
You may terminate use of the SmartCare® Locate at any time on giving one month notice in writing to Chiptech.
Chiptech may terminate your use of SmartCare® Locate on six months written notice if it decides to cease providing SmartCare® Locate to its customers generally.
In the event your use of the SmartCare® Locate is terminated for any reason, you will immediately discontinue using, and not make any further attempt to use, the SmartCare® Locate.
In the event your use of Chiptech SmartCare® Locate terminates, Chiptech may, at its discretion, provide reasonable assistance to enable you to transition the Devices to another software provider. Where Chiptech provides such assistance you agree to pay Chiptech at an agreed rate for such services.
Chiptech may from time to time make software or firmware enhancements to the Device or SmartCare® Locate at no cost to you.
Enhancements to the Device may be applied by Chiptech (via a remote connection) or made available to you or the user of the Device to apply. You must ensure that you install any enhancement in accordance with instructions provided by Chiptech.
While Chiptech uses its best efforts to ensure enhancements to the Device are error free, Chiptech is not able to test all situations. As such, Chiptech will not be liable for any problems with the Device or software or firmware errors that are caused by the installation of the enhancements and which are unique to the environment in which you have deployed the Device (including the communications network accessed by the Device).
Indemnity to us
You indemnify us against any losses, costs (including solicitor and client costs), expenses, demands or liability, whether direct, indirect, consequential, or otherwise, which we may suffer or incur, and whether arising in contract, tort (including negligence), or equity or otherwise, in respect of any third party claim that or arises out of your breach of these Terms or your use of the Application.
Force majeure: We do not have any liability for any failure of the Application, or any failure to comply with these Terms if such a failure is due to an act, event or cause which is beyond our reasonable control, including acts of God, war, sabotage, riot, national emergency, epidemic, pandemic, fire, lightening, flood, cyclone, earthquake, landslide, storm, explosion, power shortage, telecommunication outages, strike or other labour difficulty.
Severance: If any provision of these Terms becomes invalid or unenforceable that provision shall be severed from the remaining Terms and the remaining Terms will continue in full force and effect.
Governing law and jurisdiction: These Terms, and your use of the Application, shall be governed by and construed in accordance with New Zealand law, and you agree that the Courts of New Zealand have the non-exclusive jurisdiction to hear and determine any proceedings brought in relation to these Terms, and your use of the Application.