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Terms and Conditions

Last updated: 7 June 2026

These Terms and Conditions apply to your purchase, subscription, use and access to ChillSense products and services.

Please read these Terms carefully before purchasing or using ChillSense. By placing an order, creating an account, activating a ChillSense hub or sensor, accessing the ChillSense dashboard, or using any ChillSense service, you agree to be bound by these Terms.

These Terms sit alongside our privacy policy, which describes how we handle your personal information and customer telemetry. Where there is any conflict between this page and a signed commercial agreement we have with you, the signed agreement controls.

1. Parties

These Terms are between:

ChillSense

ABN: 21 582 996 593

Address: 113a Darley Circle, Bull Creek, Western Australia, 6149

Email: sales@chillsense.com.au

Website: www.chillsense.com.au

and

you, being the person, business, company, organisation or other entity that purchases, subscribes to, accesses or uses ChillSense products or services.

In these Terms, ChillSense, we, us and our means the ChillSense entity listed above. Customer, you and your means the person or organisation using the ChillSense products or services.

2. Important cold-storage risk notice

ChillSense provides temperature, humidity, asset-status, reporting and alerting tools to assist customers to monitor cold-storage assets such as cool rooms, freezers, display fridges, refrigerated cabinets and other similar equipment.

ChillSense is an information, monitoring and alerting aid only. It is not a guaranteed cold-chain protection system, emergency response service, insurance product, asset-maintenance service, food-safety certification service, or replacement for your own operational controls.

You remain solely responsible for:

  1. maintaining your cold-storage assets
  2. ensuring your fridges, freezers, cool rooms and other equipment are operating correctly
  3. checking temperatures manually where required by law, food-safety plans, HACCP programs, customer requirements, insurance requirements or good industry practice
  4. responding to temperature excursions, equipment faults, power failures, network outages, alerts, missed alerts or suspected monitoring issues
  5. deciding whether stock, food, ingredients, medicines, samples, goods or other stored items are safe, compliant, usable or saleable
  6. maintaining appropriate insurance for stock loss, business interruption, equipment failure and any other relevant risks; and
  7. ensuring ChillSense is suitable for your intended use before relying on it.

ChillSense does not guarantee that the service will detect every issue, notify every issue, prevent product loss, prevent spoilage, prevent regulatory non-compliance, prevent equipment failure, or prevent business interruption.

3. Definitions

In these Terms:

Account means your ChillSense user account.

Alerts means notifications, warnings or messages generated by ChillSense, including by dashboard, email, SMS, push notification or any other supported method.

Cold-storage asset means any fridge, freezer, cool room, display cabinet, refrigerated vehicle, storage area or other asset being monitored or intended to be monitored using ChillSense.

Customer Data means data uploaded to, generated by or stored in ChillSense in connection with your use of the service, including sensor readings, device data, asset names, site names, alert history, user details and reporting data.

Dashboard means the ChillSense web application or online portal.

Hardware means any ChillSense hub, sensor, gateway, cable, power supply, enclosure, label, mounting accessory or other physical item supplied by ChillSense.

Service means the ChillSense monitoring platform, dashboard, alerts, reports, subscription service, device connectivity, support services and any related software, documentation or online tools.

Service Credit means a credit calculated and granted under clause 21.

Service Level means the availability commitment described in clause 21.

Subscription means a paid plan that gives you access to the Service.

Terms means these Terms and Conditions.

4. Business-use only

ChillSense is intended for business and commercial use. It is not intended for personal, domestic or household use.

Unless we agree in writing, ChillSense is not suitable as the sole or primary monitoring, safety or compliance control for:

  1. life-safety systems
  2. medical devices
  3. human or animal medicines
  4. vaccines
  5. blood products
  6. biological samples
  7. clinical, laboratory or pharmaceutical storage
  8. hazardous materials; or
  9. any use where monitoring failure could reasonably result in personal injury, death, serious illness, major environmental damage or major regulatory consequences.

If you wish to use ChillSense for any high-risk or regulated use, you must contact us before using the Service. We may require a separate written agreement, additional validation, specific service levels, additional controls, or may decline to provide the Service for that use.

5. Development-stage product

You acknowledge that ChillSense may be an evolving product and that some features may be in development, trial, beta, pilot or early-release form.

Where a feature, product, dashboard, integration, report or device is described as a beta, pilot, trial, development, prototype, test, early access or similar release, you acknowledge that it may contain errors, defects, interruptions, missing functionality, incomplete reporting or changed functionality.

You must not rely on beta, trial or development-stage functionality as your only operational, compliance, safety or business-continuity control.

6. Orders and acceptance

You may order ChillSense products or subscriptions through our website, directly from us, through an authorised reseller, or by another process we approve.

An order is not accepted until we confirm acceptance or supply the relevant Hardware or Service.

We may refuse, cancel or limit an order where:

  1. a product is unavailable
  2. there is an error in the price or description
  3. we reasonably suspect fraud, misuse or unauthorised use
  4. the order is for an unsupported or high-risk use
  5. you have unpaid amounts owing to us; or
  6. we are otherwise unable to supply the product or service.

7. Subscription plans

ChillSense subscriptions may be charged monthly, annually or on another billing cycle described at the time of purchase.

The inclusions, limits, pricing, number of sensors, number of hubs, data retention, alert methods, reporting features and support level for your Subscription will be as described on our website, order form, quote or invoice.

Unless otherwise stated, subscription fees are payable in advance.

You are responsible for ensuring your payment details are accurate and up to date.

You must pay all amounts in full when due without set-off, deduction, withholding or counterclaim, except as required by law. You are not entitled to withhold payment because a claim or dispute is on foot.

If payment fails or remains overdue, we may suspend or restrict access to the Service after giving reasonable notice.

8. Price changes

We may change our prices from time to time.

For existing Subscriptions, we will give you reasonable notice before a price increase takes effect.

If you do not agree to a price increase, you may cancel your Subscription before the increase takes effect. Your continued use of the Service after the effective date of the price change means you accept the new price.

9. Taxes

Unless stated otherwise, prices are in Australian dollars.

Where GST applies, prices will be treated as GST inclusive unless stated otherwise.

You are responsible for any taxes, duties, levies or charges that apply to your purchase or use of ChillSense, except for taxes on our income.

10. Hardware supply

ChillSense Hardware may include hubs, sensors, accessories and related components.

Hardware descriptions, images and specifications are provided for general guidance only. Minor variations in appearance, colour, labels, antenna type, cable type, packaging, firmware or component configuration may occur, provided the Hardware remains substantially suitable for its intended function.

You must use the Hardware only in accordance with our instructions, documentation and any reasonable directions we provide.

11. Delivery, title and risk

Delivery timeframes are estimates only unless we expressly agree otherwise in writing.

Risk in Hardware passes to you when the Hardware is delivered to the delivery address, collected by you, or collected by your carrier.

Title in Hardware passes to you only when we have received full payment for that Hardware.

You are responsible for checking delivered Hardware promptly and notifying us within a reasonable time if items are missing, damaged or incorrect.

12. Installation and placement

Unless we expressly agree otherwise, you are responsible for installing, mounting, positioning, powering and maintaining ChillSense Hardware.

Correct placement of hubs and sensors is critical. Sensor readings and alert performance can be affected by factors including:

  1. sensor location
  2. whether the sensor is inside or outside airflow paths
  3. proximity to doors, evaporators, fans, vents, walls, product, liquid, ice or heat sources
  4. whether the sensor is covered, obstructed, wet, damaged or moved
  5. the structure, insulation and materials of the cold-storage asset
  6. radio signal strength
  7. battery level
  8. power availability
  9. Wi-Fi or internet availability; and
  10. local interference or environmental conditions.

You must test and verify sensor placement before relying on any readings, alerts or reports.

We may provide guidance on installation and placement, but unless we expressly agree in writing to perform a professional installation service, you remain responsible for deciding whether the installation is suitable for your site and intended use.

13. Power, internet, Wi-Fi and connectivity

The Service depends on continuous or periodic connectivity between sensors, hubs, local networks, internet services, third-party providers and ChillSense systems.

You acknowledge that the Service may not operate correctly if:

  1. a hub is unplugged, powered off or damaged
  2. a sensor battery is flat, low, incorrectly installed or unsuitable for the operating environment
  3. a sensor is out of range of the hub
  4. a sensor is moved, removed, covered or physically damaged
  5. Wi-Fi, Ethernet or internet connectivity is unavailable or unstable
  6. your router, firewall, DNS, captive portal, proxy or network settings block ChillSense communication
  7. there is wireless interference
  8. there is a power outage
  9. a third-party cloud, SMS, email or hosting provider is unavailable
  10. firmware, software or configuration is outdated; or
  11. any other condition prevents the Hardware or Service from communicating correctly.

You are responsible for providing and maintaining power, internet access, local network access and any required site infrastructure.

14. Sensor batteries

Where sensors use replaceable batteries, you are responsible for monitoring battery status and replacing batteries when required, unless we have expressly agreed otherwise in writing.

Battery life is an estimate only and may vary depending on temperature, signal strength, transmission frequency, battery quality, storage conditions, installation location and other environmental factors.

You must use suitable batteries for the operating environment. Cold environments may reduce battery performance.

We are not responsible for loss, damage, missed readings or missed alerts caused by flat, low-quality, unsuitable, incorrectly installed, expired, leaking or damaged batteries.

15. Alerts

ChillSense may provide alerts through one or more supported channels, such as dashboard notifications, email, SMS, push notification or other methods.

Alerts are intended to assist you to identify possible issues. They are not guaranteed to be delivered, received, read or acted on.

Alerts may be delayed, missed, duplicated, filtered, blocked, incorrectly configured or not generated.

Alert performance may be affected by:

  1. device connectivity
  2. sensor placement
  3. battery level
  4. hub power
  5. internet availability
  6. third-party SMS, email, push notification or telecommunications providers
  7. spam filters
  8. incorrect contact details
  9. user notification settings
  10. dashboard configuration
  11. system maintenance
  12. service outages; or
  13. other events outside our reasonable control.

You are responsible for:

  1. configuring alerts correctly
  2. testing alerts after setup and periodically after that
  3. keeping contact details current
  4. ensuring alerts are sent to appropriate people
  5. ensuring someone is available to respond to alerts
  6. maintaining escalation procedures; and
  7. checking the dashboard if an alert is expected but not received.

For the avoidance of doubt, the delivery of Alerts is not covered by the Service Level in clause 21.

16. Temperature readings and data accuracy

ChillSense aims to provide useful monitoring data, but no sensor, wireless system, software platform or alerting system is perfect.

Readings may be inaccurate, delayed, missing, duplicated or affected by installation, calibration, hardware limitations, communication issues, software issues or environmental conditions.

Unless we expressly agree otherwise, ChillSense readings are not certified calibration readings and are not a substitute for calibrated instruments where calibrated measurements are required by law, regulation, contract, customer standard, audit requirement, HACCP program, food-safety plan, pharmaceutical standard, laboratory protocol or insurance requirement.

You are responsible for validating ChillSense readings against your own requirements before relying on them.

17. Reports and compliance support

ChillSense may provide reports, logs, dashboards, exports or other records to assist with operational monitoring, audit preparation, HACCP records, food-safety records or other compliance processes.

These reports are provided as a tool to assist you. ChillSense does not guarantee that any report will satisfy any regulator, auditor, customer, insurer, certification body or legal requirement.

You remain responsible for:

  1. your food-safety program
  2. HACCP plan
  3. regulatory compliance
  4. staff training
  5. manual checks where required
  6. corrective actions
  7. record review
  8. determining whether stock is safe or compliant; and
  9. retaining records for any required period.

18. Customer responsibilities

You must:

  1. use ChillSense only for lawful business purposes
  2. follow all setup, installation, safety and operating instructions
  3. ensure all users are trained and authorised
  4. maintain your cold-storage equipment
  5. maintain manual checks and backup processes appropriate for your business
  6. respond promptly to alerts or suspected issues
  7. keep your account, billing, site and contact details accurate
  8. maintain suitable internet, network and power infrastructure
  9. regularly check device health, battery levels and connectivity
  10. ensure Hardware is not tampered with, submerged, crushed, exposed to unsuitable conditions or used outside specifications
  11. keep appropriate insurance
  12. comply with applicable laws, standards and industry requirements; and
  13. notify us promptly if you suspect the Service is not operating correctly.

19. No emergency monitoring service

ChillSense is not an emergency monitoring centre and does not provide emergency dispatch, after-hours response, refrigeration repair, asset maintenance, stock inspection, food-safety decision-making or incident response services unless expressly agreed in a separate written agreement.

You must not assume that ChillSense staff are watching your dashboard or will contact you if your site has an issue.

Unless we expressly agree otherwise, all alerts and responses are automated and your responsibility to monitor and act on.

20. Maintenance and availability

We will use reasonable efforts to keep the Service available, but, except for the Service Level expressly set out in clause 21, we do not guarantee uninterrupted or error-free operation.

The Service may be unavailable, degraded or interrupted because of:

  1. planned maintenance
  2. emergency maintenance
  3. software updates
  4. firmware updates
  5. hardware faults
  6. hosting provider outages
  7. third-party service outages
  8. internet or telecommunications failures
  9. cyber incidents
  10. power failures
  11. force majeure events; or
  12. other circumstances outside our reasonable control.

Where practical, we will try to schedule planned maintenance to minimise disruption and may provide notice of material planned outages.

21. Service level commitment (cloud availability)

This clause applies only to the cloud-hosted components of the Service - the Dashboard and the platform that ingests sensor readings and generates Alerts - provided under a current, paid Subscription that is not suspended. It does not apply to Hardware, sensor or hub connectivity or range, the local buffering or forwarding of readings, delivery of Alerts by third-party channels (such as SMS, email or push notification), reading accuracy, or any beta, trial, pilot, development, free or evaluation feature or use.

21.1 Definitions

Available means the cloud Service is able to receive sensor readings forwarded to it and to serve the Dashboard to authenticated users.

Downtime means the number of minutes in a Service Year during which the cloud Service is not Available, excluding all Excluded Downtime.

Service Year means each rolling 12-month period starting on the commencement date of your Subscription.

Annual Uptime Percentage = (total minutes in the Service Year − Downtime minutes) ÷ total minutes in the Service Year × 100.

21.2 Commitment

We will use commercially reasonable efforts to achieve an Annual Uptime Percentage of at least 99% for each Service Year. A 99% Annual Uptime Percentage permits cloud unavailability of up to approximately 3.65 days (about 87.6 hours) per Service Year before the Service Level is not met.

21.3 Excluded Downtime

The following do not count as Downtime and are not a failure to meet the Service Level - any unavailability, degradation or interruption caused by or arising from:

  1. planned maintenance, emergency maintenance, or software or firmware updates
  2. a force majeure event (clause 49) or any matter outside our reasonable control
  3. failure, outage, delay, throttling, suspension, price change or discontinuation of any third-party service, including hosting, cloud, telecommunications, SMS, email, push-notification, internet or power providers
  4. your equipment, devices, network, Wi-Fi, internet, power, DNS, firewall, proxy, configuration or settings
  5. Hardware faults, or sensor or hub connectivity, battery, placement, range, interference or environmental issues
  6. suspension, restriction or termination of your access under these Terms, including for non-payment, misuse, security risk or breach
  7. beta, trial, pilot, development, prototype or early-access features; or
  8. your acts or omissions, those of your users, or your breach of these Terms.

21.4 Service Credits - sole and exclusive remedy

If we do not meet the 99% commitment for a Service Year, and you have complied with these Terms (including payment in full), your sole and exclusive remedy is a Service Credit calculated on the subscription fees paid for the affected Service in that Service Year:

  1. Annual Uptime Percentage of 98% or more but below 99%: a credit of 10%
  2. 95% or more but below 98%: a credit of 20%; and
  3. below 95%: a credit of 30%.

21.5 How Service Credits work

  1. Service Credits are capped, in aggregate, at 30% of the subscription fees paid for the affected Service in the relevant Service Year.
  2. Service Credits are applied only against future subscription fees, are not redeemable for cash, and are forfeited on termination.
  3. Service Credits are the only compensation payable for any failure to meet the Service Level. They do not entitle you to any refund, damages or compensation for stock loss, spoilage, business interruption, lost revenue, regulatory consequences or any other loss (see clauses 39 and 40), and they count towards and are subject to the liability cap in clause 40.
  4. To claim a Service Credit, you must give us written notice within 30 days after the end of the relevant Service Year, with reasonable supporting detail. If you do not, the claim is waived.
  5. Availability and Downtime are measured by our own monitoring systems and logs, which are the primary source of truth in the absence of manifest error.

21.6 Relationship to other clauses

This clause operates alongside clause 20 and does not expand our liability beyond clauses 39 and 40. Nothing in this clause limits any right or remedy you have under the Australian Consumer Law that cannot lawfully be excluded (see clauses 33 and 38).

22. Changes to the Service

We may update, modify, improve, replace, suspend or discontinue features of the Service from time to time.

We will not make a change that materially reduces the core functionality of your paid Subscription without giving reasonable notice, unless the change is necessary for security, legal compliance, technical stability or to prevent harm.

If we make a material change that substantially disadvantages you, you may cancel your Subscription and receive a pro-rata refund for any prepaid unused subscription period, unless the change was required by law or caused by circumstances outside our reasonable control.

23. Support

We may provide support through email, online documentation, help centre articles, remote assistance, phone, video call or other channels we make available.

Unless we expressly agree to a specific support plan or service level in writing, support is provided on a reasonable-efforts basis only.

We do not guarantee response times, resolution times or that every issue can be resolved.

We may require reasonable information from you to investigate support issues, including account details, site details, screenshots, device identifiers, network information, photos of installation, access logs or other diagnostic information.

24. Account access and security

You are responsible for keeping your login details secure.

You must ensure each user has their own account where supported and that access is removed when a staff member, contractor or other user no longer requires access.

You are responsible for all activity under your Account unless caused by our breach of these Terms.

You must notify us promptly if you suspect unauthorised access to your Account.

We may suspend access if we reasonably suspect unauthorised use, security compromise, misuse or a risk to the Service.

25. Acceptable use

You must not:

  1. misuse the Service
  2. attempt to bypass security controls
  3. interfere with the operation of the Service
  4. reverse engineer, copy, modify or misuse our software or firmware except to the extent permitted by law
  5. connect unauthorised devices
  6. upload malicious code
  7. use the Service to monitor assets you are not authorised to monitor
  8. resell or provide the Service to others unless authorised by us
  9. use the Service for high-risk uses without our written approval
  10. use the Service in a way that breaches any law or third-party right; or
  11. do anything that may damage our systems, reputation, customers or suppliers.

26. Customer Data

You own your Customer Data.

You grant us a licence to collect, store, process, transmit, analyse, display, reproduce and use Customer Data as reasonably necessary to:

  1. provide the Service
  2. operate dashboards and alerts
  3. provide reports
  4. provide support
  5. maintain and improve the Service
  6. troubleshoot issues
  7. detect security, performance or reliability issues
  8. comply with law; and
  9. enforce these Terms.

We may use aggregated, anonymised or de-identified data for analytics, benchmarking, product improvement, reliability improvement, research, marketing, reporting and commercial purposes, provided it does not reasonably identify you or any individual.

27. Privacy

We may collect personal information such as names, email addresses, phone numbers, business details, account details, billing details, user activity and support communications.

We will handle personal information in accordance with our Privacy Policy and applicable privacy laws.

You must ensure that you have the right to provide personal information to us, including personal information about your staff, contractors, emergency contacts or other users.

You must not upload sensitive personal information to the Service unless we have expressly agreed and the upload is lawful.

28. Confidentiality

Each party must keep the other party's confidential information confidential and must not use or disclose it except:

  1. to perform these Terms
  2. with the other party's consent
  3. to professional advisers under confidentiality obligations
  4. as required by law; or
  5. where the information is already public other than because of a breach of these Terms.

Confidential information does not include information that is independently developed, lawfully obtained from a third party, or becomes public without breach of these Terms.

29. Intellectual property

We own or license all intellectual property rights in ChillSense, including the Service, dashboard, software, firmware, designs, documentation, graphics, logos, trademarks, reports, templates, know-how, device designs, data models, analytics methods and related materials.

You receive a limited, non-exclusive, non-transferable right to use the Service during your Subscription for your internal business purposes.

You must not copy, modify, distribute, sell, resell, sublicense, reverse engineer or create derivative works from ChillSense materials unless we agree in writing or the law allows it.

30. Feedback

If you provide suggestions, feedback, ideas, feature requests or improvement recommendations, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or payment to you.

31. Third-party services

The Service may depend on or integrate with third-party services, such as hosting providers, telecommunications providers, SMS providers, email providers, payment processors, mapping services, analytics providers, software libraries, device manufacturers, internet providers or other systems.

We are not responsible for third-party services, outages, delays, errors, security incidents, price changes, discontinuation or changes to third-party terms.

Your use of third-party services may be subject to separate terms and privacy policies.

32. Resellers and installers

ChillSense may be introduced, sold, installed or supported by authorised resellers, refrigeration companies, contractors or other third parties.

Unless we expressly state otherwise in writing:

  1. resellers and installers are independent businesses and are not our employees, agents or partners
  2. they are not authorised to make promises, guarantees, warranties or representations on our behalf
  3. they are responsible for their own installation, maintenance, advice and service work; and
  4. we are not responsible for their acts, omissions, workmanship, advice, charges or failures.

If you purchase ChillSense through a reseller, your payment, delivery, installation, support or return arrangements may involve that reseller. However, your use of the ChillSense Service remains subject to these Terms.

33. Hardware warranty and Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any rights, guarantees, warranties or remedies that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

Subject to those non-excludable rights, ChillSense Hardware is supplied with a standard 12-month replacement warranty from the date of delivery, covering manufacturing defects and failures occurring under normal operating conditions.

The Hardware warranty does not apply to faults, damage or performance issues caused by:

  1. misuse, neglect or accident
  2. incorrect installation
  3. unsuitable placement
  4. water ingress or exposure outside specifications
  5. physical damage
  6. tampering or unauthorised repair
  7. use with unsuitable accessories, power supplies or batteries
  8. failure to follow instructions
  9. normal wear and tear, including batteries that have reached normal end-of-life
  10. network, Wi-Fi, internet or power issues
  11. environmental conditions outside specifications; or
  12. modifications not approved by us.

To make a warranty claim, contact us with the affected Hardware label or identifier and a description of the issue; we will arrange a replacement where the claim is valid.

34. Returns and replacements

If Hardware is faulty or the Service fails to meet a non-excludable guarantee, you may have rights under the Australian Consumer Law.

To help us assess an issue, you must provide reasonable information, which may include photos, installation details, proof of purchase, device identifiers, logs, screenshots and a description of the problem.

Where permitted by law, we may choose to repair, replace or resupply the relevant goods or services, or provide a refund, depending on the circumstances.

35. No professional advice

Any guidance, documentation, dashboard information, reports, alerts, temperature data, analytics, comments or recommendations provided through ChillSense are general information only.

ChillSense does not provide legal, regulatory, food-safety, HACCP, refrigeration engineering, electrical, medical, pharmaceutical, laboratory, insurance or professional compliance advice.

You should obtain your own professional advice where required.

36. No guarantee of loss prevention

You acknowledge that:

  1. cold-storage assets can fail suddenly
  2. temperature issues can occur before a sensor detects them
  3. readings may not represent every part of a fridge, freezer, cool room or asset
  4. alerts may be delayed or missed
  5. stock may be lost even where monitoring is in place
  6. equipment may fail even where temperature data appears normal
  7. the Service may be unavailable at the same time as an equipment issue occurs; and
  8. no monitoring system can eliminate operational risk.

You agree that ChillSense is not responsible for preventing, detecting or responding to every cold-storage issue.

37. Insurance and risk allocation

You acknowledge that ChillSense subscription fees are not priced to include insurance or unlimited liability for stock loss, food spoilage, equipment failure, business interruption, regulatory action, customer claims, lost revenue or consequential loss.

You are responsible for maintaining insurance appropriate for your business, stock, premises, equipment, operations and risks.

You acknowledge that you are in the best position to know:

  1. the value of stock or goods stored in your assets
  2. the consequences of equipment failure
  3. your regulatory obligations
  4. your customer obligations
  5. your insurance requirements; and
  6. the backup systems and manual checks needed for your business.

You acknowledge that the fees for the Hardware and Service have been set on the basis of the risk allocation, disclaimers and limitations of liability in these Terms, that these reflect a fair allocation of risk given those fees, and that we would not supply the Hardware or Service on these prices without them. You confirm that you have not relied on any representation, statement, promise or forecast that is not expressly set out in these Terms.

38. Liability that cannot be excluded

Nothing in these Terms excludes, restricts or modifies any liability that cannot lawfully be excluded, restricted or modified.

Where we are permitted by law to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to:

  1. for goods: repair, replacement, supply of equivalent goods, or payment of the cost of repair or replacement; and
  2. for services: resupply of the services or payment of the cost of having the services supplied again.

39. Exclusion of consequential loss

To the maximum extent permitted by law, ChillSense is not liable for any indirect, consequential, special, incidental, punitive or exemplary loss or damage, including:

  1. loss of stock
  2. food spoilage
  3. product disposal costs
  4. business interruption
  5. lost revenue
  6. lost profit
  7. lost opportunity
  8. loss of goodwill
  9. loss of customers
  10. loss of contract
  11. regulatory penalties
  12. audit failure
  13. food-safety incidents
  14. customer claims
  15. refrigeration repair costs
  16. replacement stock costs
  17. wasted labour
  18. management time
  19. reputational damage
  20. data loss; or
  21. any loss arising because a cold-storage asset failed, the Service was unavailable, an alert was not received, or a person did not respond to an alert.

This exclusion applies whether the claim arises in contract, tort including negligence, statute, equity, indemnity or otherwise, except to the extent the law does not allow the exclusion.

40. Liability cap

To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with these Terms, the Hardware or the Service is limited to the greater of:

  1. the total subscription fees paid by you to us for the affected Service in the 12 months immediately before the event giving rise to the claim; or
  2. AUD $500.

For claims relating only to Hardware, our total aggregate liability is limited to the amount paid for the affected Hardware.

Service Credits granted under clause 21 are included within, and do not increase, this liability cap.

The liability cap applies whether the claim arises in contract, tort including negligence, statute, equity, indemnity or otherwise, except to the extent the law does not allow the limitation.

41. Time limit for claims

To the maximum extent permitted by law, you must commence any claim against us arising out of or in connection with these Terms, the Hardware or the Service within 12 months after the date on which the event giving rise to the claim first occurred or ought reasonably to have been discovered. Any claim not commenced within that period is permanently barred, except where the law does not allow such a limit.

42. Customer indemnity

You indemnify us against any loss, damage, cost, expense, claim, demand, proceeding or liability arising from or in connection with:

  1. your breach of these Terms
  2. your misuse of the Hardware or Service
  3. your failure to maintain cold-storage assets
  4. your failure to respond to alerts or dashboard information
  5. your failure to maintain manual checks, backup systems or appropriate insurance
  6. your use of ChillSense for high-risk or unsupported purposes
  7. your breach of law, regulation, food-safety requirement or customer obligation
  8. your installation, placement, modification or handling of Hardware
  9. your data, instructions, configuration or settings
  10. claims by your customers, suppliers, staff, contractors, regulators or other third parties relating to your business, stock, equipment or operations; or
  11. any representation, warranty or promise made by you or your reseller to a third party about ChillSense that was not authorised by us in writing.

Your liability under this indemnity is reduced to the extent the relevant loss was caused by our fraud, wilful misconduct or breach of a non-excludable legal obligation.

43. Suspension

We may suspend or restrict your access to the Service if:

  1. payment is overdue
  2. we reasonably suspect misuse, fraud or unauthorised access
  3. your use creates a security, legal, technical or operational risk
  4. you breach these Terms
  5. suspension is needed for maintenance or security
  6. a third-party provider suspends a service required for ChillSense; or
  7. we are required to do so by law.

Where reasonable, we will give notice before suspension. However, we may suspend immediately where necessary to protect security, safety, legal compliance, customers, systems or the Service.

44. Cancellation by you

You may cancel your Subscription in accordance with the cancellation process shown on our website, dashboard, order form or by contacting us.

Unless stated otherwise, cancellation takes effect at the end of your current paid billing period.

Subscription fees already paid are non-refundable except where required by law or expressly stated in these Terms.

45. Termination by us

We may terminate your Account or Subscription by giving reasonable notice.

We may terminate immediately if:

  1. you materially breach these Terms
  2. you fail to pay overdue amounts after notice
  3. you misuse the Service
  4. you use ChillSense for high-risk or unlawful purposes
  5. you threaten, abuse or harass our staff, contractors, resellers or support personnel
  6. continuing to provide the Service would create an unacceptable legal, security, technical, financial or reputational risk
  7. a required third-party service is no longer available; or
  8. we discontinue the Service.

If we terminate for convenience and you have prepaid for unused subscription time, we will provide a pro-rata refund for the unused portion, unless termination is due to your breach.

46. Effect of termination

On termination or expiry:

  1. your right to access the Service ends
  2. you must stop using the Service
  3. we may disable dashboards, alerts, reports and device connections
  4. unpaid amounts become immediately due
  5. we may retain, delete or de-identify Customer Data in accordance with our data retention practices, Privacy Policy and legal obligations; and
  6. clauses intended to survive termination continue to apply, including clauses about liability, indemnities, intellectual property, confidentiality, privacy, data, payment, dispute resolution and governing law.

You should export any required data before cancelling or termination takes effect.

47. Data retention and deletion

We may retain Customer Data for the period described in your Subscription, our website, our Privacy Policy or our data retention practices.

We may delete or de-identify Customer Data after termination, after a reasonable retention period, where storage limits are exceeded, where required for security or compliance, or where we no longer need the data.

You are responsible for exporting and retaining any reports, logs or records needed for your own compliance, audit, insurance or business purposes.

48. Security

We will use reasonable efforts to protect the Service and Customer Data from unauthorised access, loss, misuse and interference.

However, no system is completely secure. We do not guarantee that the Service will be free from cyber incidents, unauthorised access, malware, data loss, outages or security vulnerabilities.

You are responsible for using strong passwords, limiting user access, maintaining device security, securing your own networks and promptly notifying us of suspected security issues.

49. Force majeure

We are not liable for delay or failure to perform caused by events outside our reasonable control, including natural disasters, storms, floods, fires, heatwaves, pandemics, power failures, internet failures, telecommunications failures, cyber incidents, strikes, transport delays, supply shortages, war, terrorism, civil unrest, government action, regulatory changes, third-party provider failures or other events beyond our reasonable control.

50. Notices

We may give notices by email, dashboard notification, website notice, invoice note or other reasonable method.

You must ensure your contact details are accurate and up to date.

A notice sent by email is taken to be received when sent, unless we receive a delivery failure notification.

51. Changes to these Terms

We may update these Terms from time to time.

We will give reasonable notice of material changes that affect existing paid Subscriptions.

If you do not agree to a material change, you may cancel your Subscription before the change takes effect.

Your continued use of the Service after updated Terms take effect means you accept the updated Terms.

Changes required for legal, security or urgent operational reasons may take effect immediately.

52. Assignment

You must not assign, transfer or novate your rights or obligations under these Terms without our prior written consent.

We may assign, transfer or novate our rights or obligations as part of a business sale, restructure, merger, acquisition, financing arrangement or transfer of the ChillSense business, provided this does not materially reduce your rights under these Terms.

53. Severability

If any part of these Terms is invalid, unenforceable or void, that part is severed to the extent necessary and the remaining parts continue to apply.

54. No waiver

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

A waiver must be in writing and applies only to the specific matter for which it is given.

55. Entire agreement

These Terms, together with any order form, quote, invoice, subscription details, Privacy Policy and other terms expressly incorporated by reference, form the entire agreement between you and us about ChillSense.

They replace any prior discussions, representations or understandings about the Hardware or Service, except to the extent the law does not allow exclusion.

56. Dispute resolution

If a dispute arises, either party may give written notice describing the dispute.

The parties must first try to resolve the dispute in good faith through discussion between authorised representatives.

If the dispute is not resolved within 20 business days, either party may refer the dispute to mediation in Western Australia through a mediator agreed by the parties or, failing agreement, appointed by the Resolution Institute or another suitable body.

Nothing in this clause prevents either party from seeking urgent injunctive relief, taking action to recover undisputed debts, or exercising rights that cannot be delayed.

57. Governing law and jurisdiction

These Terms are governed by the laws of Western Australia, Australia.

Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts entitled to hear appeals from those courts.

For questions, support requests or notices, contact us using the details below.