Guardian Hardware Only Standard Terms & Conditions of Sale (APAC)
Effective February 2026
1. Definitions
In these terms and conditions:
Approved Installer means an installer from the list of installers approved by Seeing Machines;
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any other equivalent legislation (such as the Fair Trading Acts (or equivalent legislation) in each State and Territory in Australia);
Confidential Information means any information provided by one party to the other, or otherwise obtained by a party (whether oral, written or viewed by inspection) which is marked as “proprietary” or “confidential” or similar language or which the recipient knows or reasonably should know is proprietary or confidential. Confidential Information includes, without limitation: (a) the terms of this Contract and any Purchase Order or Quote; (b) Intellectual Property, software, specifications, ideas, concepts, plans, formulas, drawings, procedures, manufacturing instructions, financial information, reports, technical information and forecasts; (c) the Seeing Machines Materials; (d) information about the Customer’s operations, finances, End-Users and operator performance; and (e) information about the operations, finances, employees, subcontractors, technology, know- how, forecasts, plans or policies of any company in the Seeing Machines Group;
Consequential Loss means any loss or damage suffered by a party or any other person which is indirect, special, punitive or consequential and includes, without limitation, loss of revenue, loss of income, loss of business, loss of profits, loss of data, loss of goodwill or credit, loss of or damage to reputation, business interruption, loss of contract, loss of interest, loss of anticipated savings or benefits, damage to credit rating or loss or denial of opportunity;
Consumer means an individual or entity that purchases goods for personal use;
Contract means the contract for the purchase of Product/s consisting of these terms and conditions of sale and an accepted Purchase Order or signed Quote, as applicable;
Delivery means delivery of the Product/s to the Customer in accordance with Incoterms, DDP;
Dispute Notice means a written notice from one party to the other party of the existence of a dispute;
Documentation means documentation relating to the Product/s and includes drawings, the Installation Manual and Driver’s Guide;
End of Life means the date on which we cease to market, sell, or distribute a Product;
End-User means each person who has access to, uses or operates the Product/s (but not including Seeing Machines’ Personnel);
Force Majeure Event means any act, event, omission or accident which is beyond the control of the affected party including any industrial dispute, strike, lockout, failure of a utility service or transport network, act of God, storm, earthquake, fire, flood, declared natural disaster, pandemic, epidemic, quarantine, biological contamination, entry and exit restrictions, war, terrorism, riot, civil commotion, malicious damage or change in any law, governmental order, rule, regulation or direction;
GST means any goods and services tax and any replacement or similar tax;
GST Law means a New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended, re-enacted or replaced from time to time;
Incoterms means Incoterms 2020 or such later Incoterms published by the International Chamber of Commerce;
Infringement Claim means any claim made against you alleging that any part of the Product/s or Seeing Machines Materials infringes a third party’s Intellectual Property Rights;
Installation Services means the services of installing the Products.
Intellectual Property or Intellectual Property Rights include copyright, trademark, design, patents (whether registered or not), circuit layout rights, trade, business or company names, domain names, or other proprietary rights, Confidential Information or any rights to registration of such rights existing in any country and whether created before on or after the start of this Contract;
Order means an order by you for Product/s;
Personnel means a party’s officers, employees, agents, and representatives;
Price means the price of the Product/s as set out in the Purchase Order or Quote, as applicable;
Product/s means the Seeing Machines Guardian Product/s (including any forward facing cameras) and any accessories as set out in a Purchase Order or Quote, as applicable;
Product Warranty means the warranty in relation to the Product as specified in clause 9 below;
Purchase Order means a purchase order issued by you to us in whatever form with respect to Product/s;
Quote means a quote or estimate provided by us to you with respect to Product/s;
Schedule of Installation means the dates when the Product/s and related hardware components are to be installed and commissioned into service, including details on who the installer is and where the installation is to be conducted, as agreed in writing between us.
Seeing Machines Group means Seeing Machines Limited (ACN 093 877 331) and its related entities;
Seeing Machines Materials means materials created by us or on our behalf and provided to you including the Documentation and Specifications;
Installation Services means the services of installing the Products.
Software means the software embedded or integrated into the Products.
Specifications means the written specifications for the Product/s as published by us from time to time;
Warranty Claim Process means the process for the Customer to claim a remedy under a Warranty, as set out at [Overview] Customer Support – Warranty Returns – Seeing Machines Technical Communications Portal;
Warranty Period means 12 months from the date of Delivery of the Product/s;
“you” means the customer specified in the invoice for Product/s purchased under this Contract;
“we” or “us” or “Seeing Machines” means Seeing Machines Limited (ACN 093 877 331).
2. Orders
2.1 Orders. Orders may be placed by submission of a Purchase Order in accordance with clause 2.2 below or by signing a Quote.
2.2 Purchase Orders. You may submit a Purchase Order to us from time to time. Unless otherwise agreed, you request that we supply you with the Product/s listed in the Purchase Order on the terms and conditions set out in this Contract.
2.3 Acceptance/Rejection of Orders. We may accept or reject a Purchase Order or any variation or modification of a Purchase Order requested by you in our sole discretion. Once a Purchase Order is accepted by us this Contract will apply to the Product/s the subject of the Purchase Order.
2.4 Quotes: You may also place an Order by signing a Quote. If you sign a Quote you agree to be bound by the terms of the Quote and these terms and conditions of sale (which together will constitute the Contract between us) with respect to supply of the Product/s.
2.5 No other terms. All Orders made by way of acceptance by us of a Purchase Order or signing by you of a Quote will be governed by the terms of this Contract. To the extent your terms and conditions are supplied to us (including as referred to in a Purchase Order or other document), those terms and conditions are of no legal effect and do not constitute part of this Contract.
3. Supplying Products
3.1 Scheduled Delivery. We will use commercially reasonable efforts to have the Product/s delivered to you by the date/s agreed in writing. However time is not of the essence under this Contract and, except where we have an obligation under the Australian Consumer Law, we will not be liable in any way for delay in delivery for any reason.
3.2 Incoterms. Delivery shall be made under Incoterms, DDP (Delivery Duty Paid).
3.3 Defective Shipments. You will inspect the Product/s upon Delivery and notify us in writing of any damage during shipping, quantity shortages or incorrect Product shipments. Except where the Australian Consumer Law requires otherwise, if you do not notify us within 30 days of Delivery of the Product/s you will be deemed to have accepted the Product/s and waived any rights with respect to such damage, shortages or incorrect shipments.
3.4 Return. Subject to your rights under Australian Consumer Law:
3.4.1 3.4.1 you may only return a Product as expressly set out in the warranty in clause 9.1; and
3.4.2 3.4.2 we will not accept any return unless you follow the Warranty Claims Process and provides a Return Material Authorisation (RMA) number.
3.5 Sub-contracting. We may subcontract our obligations to provide Product/s under this Contract. In the event that we subcontract any of our obligations, we remain responsible to you for the performance of our obligations.
3.6 End of Life. We will provide you with prior written notice of any End of Life date for any Product/s supplied under this Contract. Such notice shall include (a) the applicable End of Life date which shall be no less than 12 months from the date of such notice; (b) the last date for placing orders for the Product/s which is/are End of Life; (c) availability and end dates for spare parts, accessories and replacement components; (d) description of any replacement products available; and (e) migration or transition options.
3.7 Support During Transition Period. During the period between the End of Life notice and the actual End of Life date we will: (a) assist you in transitioning to any replacement products or services; (b) supply spare parts and replacement components for a reasonable period of time following supply of the Product/s; and (c) honour all warranty obligations.
4. Title and Risk
4.1 Title. You will receive title to a Product when you have paid for that Product in full.
4.2 Risk. Risk in the Product/s will be in accordance with the Incoterms, DDP.
5. Seeing Machines Installation (If applicable)
5.1 Applicability. Where we are carrying out the installation of the Product/s on your behalf this clause 5 will apply.
5.2 Scheduling. Once a Schedule of Installation has been agreed, you must provide us with a minimum 48 hours’ notice to reschedule or cancel the Installation Services otherwise you must pay our non-recoverable/refundable costs incurred as follows:
5.2.1 costs associated with sub-contractors engaged to provide the Installation Services; and
5.2.2 our costs associated with travel, accommodation and car hire.
5.3 Discharge of Installation Services. If we attend a location to deliver the Installation Services in accordance with a Schedule of Installation and your vehicles are unavailable, we are taken to have fully performed the agreed Installation Services and you will need to agree a new Schedule of Installation and pay any resulting costs.
5.4 Installation. You are responsible for coordinating access to facilities and vehicles in accordance with the Schedule of Installation. You agree to have the Products installed in each vehicle by drilling and securing the equipment onto the dash or other parts of the vehicle as advised by us.
5.5 Facilities. If you are to provide facilities for the provision of Installation Services, the following will apply:
5.5.1 Access to Services. You will provide our personnel and any sub-contractors adequate access to water, amenities, electrical power, and reasonable conditions in which the Installation Services are performed, including but not limited to shade from the sun and reasonable shelter from environment conditions such as hot and cold climates.
5.5.2 Access to Vehicles. You must provide our personnel and any sub-contractors with access to vehicles to install the equipment in accordance with the Schedule of Installation.
5.5.3 On-Site Safety. If you provide our personnel or sub-contractors with use of, or access to, materials, systems, sites or facilities owned or controlled by you or End-Users: (a) you will take all reasonable steps to ensure that such facilities provide a safe working environment; (b) you will notify our personnel and any sub-contractors of any policies and procedures relating to safety, health and personal conduct which apply at the site; and (c) our personnel and any sub-contractors must comply with those policies and procedures.
6. Software Licence
6.1 Licence. Subject to payment of the Price, we grant you a non‑exclusive, non‑transferable licence to use the Software and to sub-license the Software to End-Users in accordance with the terms of this Contract.
6.2 Prohibition on Reverse Engineering. You must not (and must ensure that End-Users do not) copy, modify, alter, reverse engineer, disassemble, decompile or create derivative works of the Products or Software.
6.3 Third Party Software. The Software may include third party software which may be subject to additional or different terms or conditions. To the extent that any third-party software terms conflict with the terms of the Contract, the third-party software terms will prevail with respect to your use and distribution of the applicable third-party software. You agree to observe all third-party software terms.
7. Customer Responsibilities
7.1 Installation. Unless we are installing the Product/s in accordance with clause 5, you are responsible for installing the Product/s and must only use an Approved Installer for installation.
7.2 Use of the Products. You must use and operate (and ensure that End-Users use and operate) the Product/s in a safe manner, for the purpose for which they were intended and in accordance with any Documentation or instructions provided by us of or any of our related entities. You must not tamper with or attempt to repair or re-program the Product/s.
7.3 Restrictions on Transfer. You must not sell, assign, transfer, or dispose of any rights in the Product/s to any party subject to export control laws or sanctions. You must comply with all applicable export control laws and regulations and ensure that End-Users are not listed on any restricted parties lists. You must notify us immediately of any potential violations and indemnify us against any claims, losses, damages, or expenses arising from a breach of this clause.
8. Price and Payment
8.1 Price. You will pay us the Price for the Product/s, in accordance with this clause 8.
8.2 Interest on Late Payments. We may charge interest on late payments at a rate of 10% per annum (or the maximum rate permitted by law), calculated daily from the due date.
8.3 GST. Notwithstanding any other clause in this Contract, to the extent that any supply made under or in connection with this Contract is a taxable supply (as defined by the GST Law), you must pay to us in addition to the consideration provided for under this Contract for that supply (unless it expressly excludes GST) an additional amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. You must pay to us the additional amount at the same time as the consideration to which it is referable.
8.4 Other taxes. You are responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable) in relation to the Product/s.
8.5 Withholding Tax. Payments to us must be made without withholding or deduction unless required by law. If withholding is required, you must:
8.5.1 pay the required amount to the relevant authority within the allowed time and minimum amount required by law;
8.5.2 provide us with original receipts or satisfactory evidence of the payment; and
8.5.3 pay an additional amount to us so that after withholdings we receive the full amount we would have received without the deductions.
8.6 Invoicing and Payment. We will invoice you upon shipping of the Product/s to you. All payments are due thirty (30) days from the date of issue of the invoice.
9. Warranty
9.1 Product Warranty. For the duration of the Warranty Period, we warrant to you that each Seeing Machines Product will:
(a) conform in all material respects with its Specifications; and
(b) be free from material failures due to manufacturing, material or workmanship defects.
9.2 Product Warranty Exclusions. The Product Warranty does not cover, and under no circumstances will we be responsible under the Product Warranty, for (a) consumable items; (b) fair wear and tear; (c) use of the Product/s other than in registered vehicles operating on public roads; (d) defects or faults caused by: (i) your operation or use of the Product/s or that of an End-User in a manner not in compliance with Documentation; (ii) misuse, tampering, mishandling, neglect, alteration, unauthorized or improper installation, destructive testing or unauthorized attempts at repair; or (iii) deliberate damage to any part; (e) power failure, power surge or other hazard causing or materially contributing to the defects; and (f) non-compliance of the Product/s with your design specifications.
9.3 Other Products. The Product Warranty only applies to the Product/s. For other products, we will pass through to you the benefit of any manufacturer’s express warranty to the extent we are able and/or legally required to do so.
9.4 Warranty Flow Through. The Product Warranty is for the benefit of both you and any End-User, provided that any claim is made within the Warranty Period. You will ensure that all downstream contracts reflect these warranty terms and limitations. Any claims for breach of warranty must be directed through you unless otherwise agreed in writing or required by law.
9.5 Warranty Claims. Any claim under the Product Warranty must be made as soon as reasonably practical after the Customer or End-User becomes aware of the potential claim. A claim made after the Warranty Period is not covered by the Product Warranty.
9.6 Warranty Claims Process. To make a claim under the Product Warranty you must comply with the Warranty Claims Process.
9.7 Remedy. If we accept a warranty claim, we will promptly remedy the claim by repairing or replacing the defective Product/s at our own cost. We will cover shipping expenses for authorised returns but will return any unauthorised returns at the sender’s expense. Replacement Products may be new or refurbished and are warranted for the remainder of the original Product’s Warranty Period. If the fault is not covered by the warranty, the Customer agrees to pay for the costs of handling, investigating, repairing, or replacing the Product, as well as all shipping charges.
9.8 Implied Warranties: To the fullest extent allowed by law including the Australian Consumer Law, Seeing Machines excludes all other warranties, express, implied or statutory including fitness for purpose. If this Contract is subject to laws which do not allow the Seeing Machines to exclude implied warranties, to the extent permitted by those laws, any implied warranties are limited in duration to the Warranty Period.
9.9 Australian Consumer Law: Nothing in this Contract excludes the operation of the Australian Consumer Law. Seeing Machines’ goods come with guarantees that cannot be excluded under the Australian Consumer Law. Under the Australian Consumer Law: (a) you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage; and (b) you are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
9.10 Limitations on assistance. The contents of Seeing Machines Materials are intended for information purposes only and we make no warranty or representations, express or implied, in relation to any Seeing Machines Materials provided to you. Whilst Seeing Machines Materials will be formulated with all due care, we are not liable to you for the use of or reliance on such Seeing Machines Materials.
10. Intellectual Property
10.1 Ownership. All Intellectual Property Rights in the Product/s and Seeing Machines Materials remain with us or our licensors. No rights are granted with respect to those Intellectual Property Rights other than as expressly set out in this Contract.
11. Infringement Claims
11.1 Defend or Settle. We will control the defense or settlement of any Infringement Claim.
11.2 Indemnity. We will indemnify you against all damages, liabilities, losses, and costs (including reasonable lawyer’s fees) related to an Infringement Claim, provided you promptly notify us, cooperate in the defence, takes steps to mitigate any loss, and do not settle a claim without our consent. This clause is the sole remedy for any infringement of third-party Intellectual Property Rights.
11.3 Rectify. If an Infringement Claim is made or threatened, we may modify the Product, obtain a license for you, or terminate the license and refund the Price paid for the Infringing Product.
11.4 Exclusions. We are not liable for Infringement Claims arising from modifications made without consent, combinations with other products not specified by Seeing Machines, use outside the scope of the license, or claims by any of your related entities.
12. Confidentiality
12.1 Obligations. The party receiving the information (Recipient) must keep all Confidential Information secure and confidential, use it only for the purposes of the Contract, and ensure its Personnel do the same. These obligations continue after the Contract ends.
12.2 Permitted use. The Recipient may disclose Confidential Information to comply with legal or regulatory requirements or the rules of a stock exchange, to obtain professional advice, or for legal proceedings related to the Contract. Seeing Machines may also disclose Confidential Information to its subcontractors for the purposes of clause 3.5 provided the subcontractor is subject to confidentiality obligations no less stringent than under this Contract.
12.3 Exceptions. Confidential Information does not include information that is public, known to the recipient at the time of disclosure, independently developed by the recipient, or obtained from a third party entitled to disclose it.
13. Liability
13.1 Disclaimer. You acknowledge and agree that: (a) while the Product/s are intended to help contribute to safer vehicle operation, we do not guarantee that all high risk events, unsafe driving, collisions or other events will be prevented as a result of using the Product/s; (b) we do not warrant that the Product/s will perform error free or uninterrupted or that the Product/s will detect all possible fatigue or distraction events; and (c) even with the Product/s installed and operating correctly, you and End-User retain the responsibility for safely operating your vehicles.
13.2 Australian Consumer Law. Nothing in this Contract excludes, restricts or modifies any rights or remedies you may have under the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement.
13.3 Liability Cap. Subject to clause 13.2 above and to the fullest extent permitted by law, our liability for any and all claims relating to the Product/s is limited at our option to repairing or replacing the Product/s or paying the cost of supplying equivalent Product/s. Subject to the Australian Consumer Law, in no event will our aggregate liability arising out of, connected with, or resulting from this Contract whether arising under this Contract, statute, in tort (for negligence or otherwise), or on any other basis in law or equity exceed the Price paid by you to us under this Contract.
13.4 Contribution. Our liability will be reduced proportionately to the extent that you, your Personnel’s or your subcontractor’s acts or omissions cause or contribute, directly or indirectly, to the loss or damage. We have no liability arising from or relating to improper installation or installation other than in accordance with relevant Documentation.
13.5 Exclusion of Consequential Loss. To the fullest extent permitted by law, neither party will be liable to the other for any Consequential Loss whether arising under this Contract, statute, in tort (for negligence or otherwise), or on any other basis in law or equity.
14. Restrictions on Resale
14.1 Prohibition on resale to Consumers. You may not resell the goods to any third party unless otherwise agreed in writing.
15. General
15.1 Third Party Beneficiaries. This Contract confers rights and remedies on each member of the Seeing Machines Group. No other third party has rights or remedies under this Contract.
15.2 Entire Agreement. This Contract contains everything the parties have agreed in relation to the matters it deals with. The Customer acknowledges it has not relied on any warranty or representation which is not specifically stated in this Contract.
15.3 Force Majeure. In the event that a party is prevented from performing, or is unable to perform, any of its obligations under this Contract due to a Force Majeure Event and if such party have used reasonable efforts to avoid such occurrence and minimize its duration and has given written notice to the other party, then the affected party’s failure to perform will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence. This clause will not apply to any obligation to pay money.
15.4 Exclusion of Vienna Convention. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Contract.
15.5 Governing Law and Jurisdiction. This Contract is governed by the laws applicable in the Australian Capital Territory, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts located there.
15.6 Dispute Resolution. Each party shall use its best efforts to resolve any dispute between them promptly and amicably and without resort to any legal process within 28 days of receipt of a written Dispute Notice by one party to the other party of the existence of such dispute. No further action may be taken until each of the parties have met in good faith to discuss and attempt to settle such dispute. Such meeting may be face-to-face or by electronic means.
15.7 Legal Proceedings. Neither party may issue any legal proceedings in respect of any dispute arising under this Contract, except for urgent interlocutory or injunctive relief, unless and until the parties have attempted to resolve the dispute in accordance with clause 15.6 above.
