Platform Terms

Saphyroo Pty Ltd (Australia) and Saphyroo Ltd (United Kingdom).

Version 2026-10-27.

These terms govern your use of the Saphyroo platform and the saphyroo.com website. They apply alongside your order form, the Hardware and Subscription Terms, the Data Processing Agreement and the Privacy Policy. Where a signed order form or Master Services Agreement sets out negotiated terms, those take precedence over these terms.

1. The service

Saphyroo provides its platform as a hosted, cloud-based service. The platform is made up of connected products, Drive360 (fleet and compliance), Route360 (routing and delivery) and Vision360 (AI safety and tracking), which may be taken together or separately as set out in your order form.

We provide the platform on a software-as-a-service basis. We host it, maintain it and update it. No on-premise installation is required.

2. Availability and service levels

We aim to keep the platform available 99.5% of the time each calendar month, measured excluding scheduled maintenance and events outside our reasonable control. Where your order form sets a different or higher target, that target applies.

We schedule maintenance to minimise disruption and give advance notice of planned downtime where practicable. Availability of tracking, video and telematics features can depend on cellular and GPS networks outside our control, which are not counted against our availability target.

Where we fall materially short of the committed availability target in a given month, the service-credit or remedy set out in your order form applies.

3. Support

Support is provided by email, phone, chat and in-app. We triage by severity:

• Critical (platform unavailable, or a fault stopping core operations): we aim to respond within 4 business hours and work the issue continuously until resolved or worked around.
• High (significant feature impaired, workaround available): we aim to respond within 1 business day.
• Standard (questions, minor issues, requests): we aim to respond within 2 business days.

Response times are targets. Where your order form sets different support terms, those apply.

4. Your account and users

You are responsible for the users you set up on the platform and for keeping account credentials secure. You must tell us promptly if you believe any credentials have been compromised. You are responsible for the activity of users under your account.

5. Fees and billing

Platform fees are as set out in your order form, exclusive of GST (Australia) or VAT (United Kingdom), which are added where applicable.

Where your plan is charged per active user per day, each user is billed only for the days they are active on the platform, at the rate in your order form. Billing is calculated on actual usage across the period. Deactivating a user stops billing for that user from the point of deactivation; the user's historical records are retained for compliance and audit purposes.

Invoices are issued monthly in arrears for the usage in the completed period, unless your order form states otherwise. Fees are payable within the period stated on your invoice.

Setup and onboarding charges, hardware charges and any one-off fees are set out separately in your order form and the Hardware and Subscription Terms.

6. Term and renewal

Your subscription runs for the committed term set out in your order form (for example, 12, 24 or 36 months). At the end of the committed term it continues on a rolling basis until cancelled. To end the subscription at the end of the term, either party gives at least 60 days' written notice before the term expires. We give notice before any rolling renewal where required by law.

7. Ending the agreement early

7.1 During the committed term. The committed term is a commitment by both parties, and the pricing reflects it. You may not end the subscription early for convenience during the committed term. If you choose to stop using the platform before the end of the committed term for reasons other than our breach, the remaining fees for the term remain payable across all subscribed products (Drive360, Route360 and Vision360) and any rented hardware, as set out in your order form and the Hardware and Subscription Terms.

7.2 Termination for cause. Either party may end the agreement if the other commits a material breach and does not fix it within 30 days of written notice describing the breach. If you end the agreement because we have materially failed to deliver the service and have not fixed it within that period, you are released from the remaining term and are not charged the remaining fees. Rented hardware is returned under the Hardware and Subscription Terms.

7.3 Non-payment. If an invoice is overdue, we will give you written notice and a reasonable period (at least 10 days) to pay. If it remains unpaid, we may suspend or end the agreement. Ending for non-payment does not release you from fees already due.

7.4 Insolvency. Either party may end the agreement immediately if the other becomes insolvent, enters administration or ceases to trade.

8. Suspension

We may suspend access for non-payment or misuse. Except where a serious security or legal risk requires immediate action, we will give you reasonable notice and an opportunity to resolve the issue before suspending. We restore access promptly once the issue is resolved. Suspension does not pause or reduce fees due for the committed term, except where the suspension is our fault.

9. Acceptable use

You must use the platform lawfully and only for your own fleet and transport operations. You must not misuse the platform, attempt to access it without authorisation, interfere with its security, or resell or sub-licence it without our written consent. We may suspend access for a serious or repeated breach.

You are responsible for giving your drivers and staff any data-collection or monitoring notices required by law in connection with your use of the platform.

10. Your data

You own your operational data. We process location, video, telematics and related data to provide the service, in line with our Privacy Policy, the Data Processing Agreement, and applicable data-protection law (the Privacy Act 1988 in Australia, UK GDPR in the United Kingdom, and PDPL in Saudi Arabia).

Data is held in-region: Sydney for Australia, London for the United Kingdom, and Riyadh for Saudi Arabia. We hold your data to run the service and make it available to you; we do not sell it.

11. Security

We protect your data with appropriate technical and organisational measures, including:

• Encryption in transit (TLS) and at rest.
• Role-based access control and multi-factor authentication.
• Regular security testing and vulnerability management.
• Access to customer data limited to staff who need it to run the service.

We maintain a breach-response process and will notify you of a notifiable data breach affecting your data within 24 hours of confirming it, and will comply with our obligations to the relevant regulator (the OAIC in Australia, the ICO in the United Kingdom). Security documentation is available to customers on request.

12. Subprocessors

We use a small set of trusted third parties (for example, cloud hosting, payments, email and SMS) to provide the service. The current list, with the data each handles and its region, is set out in the Data Processing Agreement and your Master Services Agreement. We remain responsible for our subprocessors. We give notice before adding a new subprocessor that materially changes how your data is handled.

13. Data export and return

Throughout your subscription, you can export your operational data from the platform. On termination, we make your data available for export for 30 days, after which we delete it from active systems in line with our retention schedule and legal obligations. Compliance and audit records are retained for the period required by law. Data export on request is available in CSV, JSON and PDF formats.

14. Intellectual property

The platform, its software and all related intellectual property remain owned by Saphyroo. You are granted a non-exclusive, non-transferable right to use the platform for the term, for your own operations. Your data remains yours.

15. Warranties and liability

We provide the platform with reasonable care and skill. To the fullest extent permitted by law:

• Our total liability under these terms is limited to the total platform fees you paid us in the 12 months before the claim.
• We are not liable for indirect or consequential losses, including lost profits, lost revenue, lost business, loss or corruption of data, business interruption or downtime costs.
• Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, fraud, or anything that cannot be limited under the Australian Consumer Law or the UK Unfair Contract Terms Act.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms limits those rights.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, power or network failures, acts of government, or large-scale outages of third-party infrastructure. The affected party will take reasonable steps to limit the impact and resume performance as soon as practicable. This does not affect your obligation to pay fees for service already provided.

17. What happens on ending

On ending for any reason:

• You can export your operational data for 30 days.
• Any rented hardware is returned within 30 days under the Hardware and Subscription Terms.
• Fees due up to the end date remain payable.
• Terms that are meant to continue (confidentiality, liability, data obligations) survive.

18. Changes to these terms

We may update these terms or platform features with reasonable notice. Material changes will be notified before they take effect. The version in force when you placed your order is recorded against that order.

19. Governing law

For Australian customers, these terms are governed by the laws of Victoria, Australia, and the courts of Victoria have jurisdiction. For United Kingdom customers, the laws of England and Wales apply. Territory-specific terms are set out in your order form and the Master Services Agreement.

These Platform Terms sit alongside the Hardware & Subscription Terms, the Data Processing Agreement and the Privacy Policy. Where a signed Master Services Agreement or order form applies, its negotiated terms take precedence.