Reseller Agreement

This Agreement is entered into between MEO Technologies Pty Ltd trading as BlackOwl GPS, ABN 53 650 206 438, referred to as the Provider, and the approved reseller applicant, referred to as the Reseller.

The Provider details are:

• MEO Technologies Pty Ltd trading as BlackOwl GPS
• ABN 53 650 206 438
• PO Box 308, Sunbury VIC 3429
• info@blackowlgps.com.au

This Agreement becomes effective on the date the Reseller electronically accepts this Agreement, submits an approved reseller application, places an order under this Agreement, or otherwise confirms acceptance in a manner approved by the Provider.

By accepting this Agreement electronically, the Reseller confirms that the person accepting this Agreement has authority to bind the Reseller.

The Reseller agrees that electronic acceptance is sufficient to create a binding agreement between the Provider and the Reseller.

This Agreement sets out the terms under which the Provider allows the Reseller to promote and resell approved BlackOwl GPS tracking hardware and related tracking services.

The purpose of this Agreement is to allow the Reseller to introduce BlackOwl GPS products to its own customers while ensuring product information, pricing, subscriptions, support, customer expectations and legal obligations remain clear.

The Provider appoints the Reseller as a non-exclusive reseller of the approved products listed in this Agreement.

The Reseller does not receive any exclusive territory, exclusive customer type, exclusive industry rights or exclusive sales channel.

The Provider may sell directly to customers and may appoint other resellers, referral partners, installers, dealers or distributors at its discretion.

The Reseller must not represent itself as BlackOwl GPS, an employee of BlackOwl GPS, an agent of BlackOwl GPS, or a party authorised to bind BlackOwl GPS unless the Provider has given prior written approval.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise or agency relationship between the parties.

The Reseller may only resell products approved by the Provider.

At commencement, the approved products and initial reseller pricing are as follows:

The initial reseller hardware price is calculated as a 20% discount from BlackOwl GPS standard retail hardware pricing.

BlackOwl GPS standard retail hardware prices are listed inclusive of GST.

For invoicing purposes, reseller hardware pricing may be shown exclusive of GST, with GST added at the applicable rate.

Accessories are excluded from this Agreement at commencement. The Provider is not required to supply accessories to the Reseller unless both parties agree in writing.

The Provider may update product availability, hardware models, product names, pricing, specifications, inclusions, subscriptions, installation requirements and approved products from time to time.

BlackOwl GPS tracking hardware requires an active tracking subscription to operate on the BlackOwl GPS platform.

Unless agreed in writing, tracking subscriptions are not discounted under this Agreement.

The Reseller is not entitled to any share of subscription revenue.

For clarity, the Reseller is not entitled to any commission, trailing commission, rebate, referral fee, margin, revenue share, ongoing payment or other entitlement connected to subscription fees unless the Provider agrees to this separately in writing.

Subscription fees may be charged directly to the end customer by the Provider, or may be charged to the Reseller for resale to the end customer, depending on the arrangement approved by the Provider.

If the end customer subscribes directly with the Provider, the Reseller has no entitlement to any subscription revenue from that customer.

If the Reseller purchases subscriptions from the Provider for resale to its own customers, the Reseller remains responsible for paying the Provider the applicable subscription fees regardless of whether the Reseller has collected payment from the customer.

The Provider may change subscription pricing from time to time.

The Reseller may place orders using the process specified by the Provider.

All orders are subject to acceptance by the Provider.

The Provider may refuse, delay or cancel an order where products are unavailable, payment has not been received, the order appears unsuitable, or the Reseller is in breach of this Agreement.

Unless the Provider approves credit terms in writing, hardware orders must be paid before dispatch.

All prices are in Australian dollars unless stated otherwise.

BlackOwl GPS standard retail pricing is listed inclusive of GST.

Reseller pricing may be listed exclusive of GST for invoicing purposes, with GST added at the applicable rate.

Where GST applies, the Provider will issue a valid tax invoice showing the GST component or stating that the total price includes GST.

If the applicable GST rate changes, the Provider may adjust pricing to reflect that change.

Shipping, insurance, installation, accessories and any customer-specific costs are not included unless stated in writing.

Risk in the hardware passes to the Reseller on delivery to the Reseller or to the Reseller nominated delivery address.

Title to the hardware passes only once the Provider has received full cleared payment for that hardware.

The Reseller may set its own resale price unless the Provider provides written restrictions for a specific promotion, channel, customer, tender or arrangement.

The Reseller must not advertise pricing in a way that is misleading, incomplete or likely to confuse customers about hardware costs, subscription costs, installation costs, shipping, accessories, support or ongoing fees.

If the Reseller advertises a bundled offer, the offer must clearly state what is included.

The Reseller must not imply that accessories are included or available through the Provider under this Agreement unless the Provider has approved this in writing.

The Reseller is responsible for ensuring its own advertised prices comply with applicable pricing laws, including any requirements relating to GST-inclusive pricing.

Each end customer account on the BlackOwl GPS platform is subject to Provider approval and platform requirements.

The Provider may require customer details, vehicle or asset details, contact details, SIM details, billing details and other information necessary to activate and support the tracking service.

The Provider may refuse to activate or continue a service where the customer, use case, installation, payment status or account behaviour is unsuitable, unlawful, abusive or inconsistent with BlackOwl GPS terms.

The Reseller must not create false accounts, share login credentials between unrelated customers, bypass billing processes, remove SIM cards, tamper with devices, or use BlackOwl GPS devices or services outside their intended tracking purpose.

The Reseller is responsible for ensuring that each customer receives accurate setup and installation guidance for the relevant tracker type.

Hardwired trackers may require professional installation.

Unless agreed in writing, installation costs are covered on the customer side and are not included in BlackOwl GPS hardware or subscription pricing.

OBD2 trackers are generally suited to plug-and-play use and fleet use cases where easy swapping between vehicles may be useful.

Hardwired trackers are generally suited to more permanent vehicle installations.

Portable battery trackers must be installed and maintained according to BlackOwl GPS guidance, including battery, charging, placement, weather exposure and mounting guidance where applicable.

The Reseller must ensure that each tracker is tested and confirmed as operating correctly before the customer relies on it for live tracking, alerts, reporting, compliance, security or asset recovery.

The Provider is not responsible for faults, interruptions, poor performance, damage or data issues caused by incorrect installation, poor placement, inadequate power supply, customer misuse, network limitations, unauthorised modification or failure to follow setup instructions.

Unless agreed otherwise, the Reseller is responsible for providing first-level support to its customers.

First-level support includes basic product explanation, setup assistance, installation guidance, account onboarding assistance and helping the customer understand normal device behaviour.

The Provider will provide reasonable second-level support to the Reseller for platform, activation, subscription, device or technical issues that cannot reasonably be handled by the Reseller.

The Reseller must not promise support levels, response times, custom development, integrations, data recovery, installation services, replacement hardware, refunds or service credits on behalf of the Provider unless approved in writing.

The Reseller must promptly notify the Provider of recurring technical issues, product faults, customer complaints, payment disputes, privacy concerns, misuse or suspected security issues.

The Provider may provide approved product information, images, website links, brochures, descriptions or sales materials.

The Reseller may use BlackOwl GPS branding only for the purpose of promoting approved BlackOwl GPS products and services during the term of this Agreement.

The Reseller must not alter BlackOwl GPS logos, product images, screenshots, pricing tables, technical claims, warranty wording, privacy wording or terms without written approval.

The Reseller must not register domains, social media accounts, business names, trademarks or advertising that may suggest ownership of BlackOwl GPS or mislead customers about the relationship between the parties.

The Reseller must remove or update BlackOwl GPS marketing materials promptly if requested by the Provider.

The Reseller must ensure all customer-facing statements are accurate, current and consistent with BlackOwl GPS approved information.

The Reseller must not guarantee uninterrupted tracking, exact live location accuracy, universal network coverage, recovery of stolen assets, compatibility with every vehicle or asset, or any outcome not expressly guaranteed by the Provider.

The Reseller must not promote BlackOwl GPS products for unlawful surveillance, stalking, harassment, covert tracking of individuals without lawful authority, or any use that breaches applicable privacy, workplace, vehicle or surveillance laws.

The Reseller is responsible for ensuring its own marketing, sales practices, customer disclosures and privacy notices comply with applicable laws.

All customers using BlackOwl GPS hardware, SIM cards, subscriptions, software, app access, web platform access, alerts or related services are subject to the BlackOwl GPS Terms of Use and Privacy Policy.

The Reseller must ensure that customers are made aware of, and agree to, the applicable BlackOwl GPS terms before using the service.

The Provider may update its Terms of Use, Privacy Policy, product pages, support pages or customer-facing policies from time to time.

If there is any inconsistency between this Agreement and BlackOwl GPS customer-facing terms, this Agreement governs the relationship between the Provider and the Reseller, while the customer-facing terms govern the customer use of BlackOwl GPS services.

SIM cards supplied with BlackOwl GPS devices remain subject to BlackOwl GPS terms and must only be used for the approved BlackOwl GPS tracking service.

The Reseller must not remove, replace, resell, transfer, modify or use SIM cards in any other device unless the Provider gives written approval.

Mobile network availability, roaming availability, signal strength, data transmission and connection quality are not guaranteed.

Network performance may vary by location, device type, installation position, asset type, network conditions, carrier changes and other factors outside the Provider control.

If a service is cancelled or deactivated, a replacement SIM fee may apply if the customer later wishes to resume service and the original SIM cannot be reused.

Goods supplied under this Agreement come with guarantees that cannot be excluded under the Australian Consumer Law.

Customers may be entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage.

Customers may also be entitled to have goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

BlackOwl GPS does not accept change-of-mind returns once an item has been shipped unless agreed in writing.

Warranty and fault claims must be handled in accordance with BlackOwl GPS returns, warranty and support processes.

The Reseller must not offer return rights, warranty promises, refunds, exchanges or replacement commitments on behalf of the Provider that exceed BlackOwl GPS policies unless approved in writing.

The Reseller is responsible for managing any additional refund, return, exchange or customer satisfaction policy it offers independently from the Provider.

BlackOwl GPS may offer lease products separately from upfront hardware purchases.

Lease products are not included in this reseller arrangement unless the Provider agrees in writing.

The Reseller must not advertise, quote, sell or commit BlackOwl GPS lease products unless specifically authorised.

If the Provider approves a lease arrangement, the applicable lease terms, minimum term, billing arrangement, device ownership terms, cancellation terms, replacement terms and customer obligations must be separately documented.

Each party must keep confidential information received from the other party confidential.

Confidential information includes reseller pricing, commercial arrangements, technical information, platform access details, customer information, internal processes, non-public product information and any information marked or reasonably understood as confidential.

Confidential information may only be disclosed where required for the performance of this Agreement or as required by law.

This clause continues after termination of this Agreement.

Each party must handle personal information and customer data in accordance with applicable privacy laws and any relevant BlackOwl GPS privacy requirements.

The Reseller must not access, use, disclose, download, retain or share tracking data except as authorised by the customer and permitted by law.

The Reseller must immediately notify the Provider of any suspected privacy breach, unauthorised access, misuse of login credentials, improper disclosure or unlawful tracking concern.

The Reseller must ensure that its employees, contractors, installers and representatives who interact with BlackOwl GPS customer accounts understand their privacy and confidentiality obligations.

BlackOwl GPS retains ownership of all intellectual property in its brand, website content, product information, platform, software, documentation, images, icons, diagrams, trade marks, logos, business processes and related materials.

No intellectual property rights are transferred to the Reseller under this Agreement.

The Reseller receives only a limited, revocable, non-exclusive right to use approved BlackOwl GPS materials for the purpose of promoting and selling approved products during the term of this Agreement.

To the maximum extent permitted by law, the Provider is not liable for indirect loss, consequential loss, lost revenue, lost profit, loss of opportunity, loss of data, business interruption, customer claims, installation errors, or losses arising from misuse, unauthorised use, network issues, or inaccurate representations made by the Reseller.

Nothing in this Agreement excludes, restricts or modifies any rights or guarantees that cannot be excluded under the Australian Consumer Law.

The Reseller indemnifies the Provider against loss, damage, liability, cost, claim, complaint, chargeback, penalty or expense arising from:

• The Reseller breach of this Agreement.
• Inaccurate or unauthorised claims made by the Reseller.
• Unlawful or inappropriate sales practices.
• Customer promises made without Provider approval.
• Installation errors or advice given by the Reseller.
• Privacy breaches caused by the Reseller.
• Unpaid amounts owed by the Reseller.
• Misuse of BlackOwl GPS products, SIM cards, platform access or brand materials by the Reseller or its customers.

This Agreement starts on the Effective Date and continues until terminated.

Either party may terminate this Agreement by giving 30 days written notice.

The Provider may terminate this Agreement immediately by written notice if the Reseller:

• Fails to pay an amount when due.
• Misrepresents BlackOwl GPS products, pricing, subscriptions, terms or services.
• Breaches confidentiality, privacy or brand requirements.
• Uses BlackOwl GPS products or services unlawfully or encourages unlawful use.
• Damages or is likely to damage the reputation of BlackOwl GPS.
• Becomes insolvent or unable to pay its debts.
• Otherwise commits a serious breach of this Agreement.

On termination, the Reseller must stop representing itself as a BlackOwl GPS reseller, stop using BlackOwl GPS branding, remove or update relevant marketing materials, pay all outstanding amounts, and return or delete confidential information if requested.

Termination does not affect rights or obligations that accrued before termination.

If a customer has an active BlackOwl GPS subscription at the time this Agreement ends, the Provider may continue providing services to that customer directly.

The Reseller is not entitled to subscription revenue, ongoing commission, goodwill payments, account ownership payments or compensation for customers who continue using BlackOwl GPS after termination unless separately agreed in writing.

The Provider may communicate directly with customers where necessary for service continuity, billing, support, compliance, account security or customer care.

The Provider may change reseller pricing, standard retail pricing, product availability, subscription pricing, approved products, support processes, activation requirements or other terms by giving reasonable notice where practical.

Price changes do not affect orders already accepted and paid for unless both parties agree otherwise.

Continued ordering or promotion of BlackOwl GPS products after notice of updated terms may be treated as acceptance of those updated terms.

The parties must first attempt to resolve any dispute in good faith by direct discussion.

If the dispute cannot be resolved within 14 days, either party may escalate the dispute to senior representatives of each party.

Nothing in this clause prevents either party from seeking urgent injunctive relief, taking action to recover unpaid amounts, or taking steps necessary to protect confidential information, customer data, intellectual property or reputation.

This Agreement is governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

Notices under this Agreement must be given in writing by email or another method agreed by the parties.

Notices to the Provider must be sent to info@blackowlgps.com.au unless the Provider specifies another address in writing.

Notices to the Reseller must be sent to the email address supplied by the Reseller during the reseller application, onboarding, ordering or account setup process, unless the Reseller specifies another address in writing.

The Reseller must not assign or transfer this Agreement without Provider written approval.

If any part of this Agreement is invalid or unenforceable, the remaining parts continue to apply.

A failure or delay in enforcing a right does not waive that right.

This Agreement forms the entire agreement between the parties regarding the reseller arrangement and replaces any prior discussions, proposals or understandings about that arrangement.

This Agreement is pre-signed and issued by the Provider for electronic acceptance by approved reseller applicants.

The Provider
MEO Technologies Pty Ltd trading as BlackOwl GPS
ABN 53 650 206 438
PO Box 308, Sunbury VIC 3429
info@blackowlgps.com.au

By electronically accepting this Agreement, the Reseller confirms that it agrees to be bound by the terms of this Agreement.