Terms of Service

Last Updated:

April 2026

Important

It is important that you read the Agreement in full before signing, but some points we want to bring to your specific attention are:

(A) No cancellation for convenience

‍The Services are subject to the Initial Term specified in the Sales and Services Agreement. By entering this Agreement, you are committing to paying the Fees for the Initial Term.

This Agreement is subject to automatic renewals until we or you opt out. We explain renewal in more detail in clause 2.
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(B) Fee Lock Period

‍The Fee Lock Period provides you with certainty on the Subscription Fee in the Initial Term. During a Fee Lock Period, Halter cannot increase the Subscription Fee.

At the start of each Renewal Term, the Subscription Fee will be updated to Halter’s latest pricing. The Fee Lock Period will apply to the updated Subscription Fee until the end of that Renewal Term.

Any new Collars ordered during a Term will be priced at Halter’s latest Subscription Fees for the remainder of that Term and will be subject to the Fee Lock Period at the start of the next Renewal Term.
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(C) Changes to these terms

‍To help keep our terms consistent across customers, we may change these terms from time to time. We can give notice of these changes by publishing updated terms on our website.

Where the Fee Lock Period does not apply, these changes may include changes to Fees. Any changes to Fees will be communicated directly to you.
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(D) Warranty, not insurance

‍Halter stands behind its Hardware and will replace any Hardware due to a defect in materials or workmanship, in accordance with the Hardware Warranty Policy (Schedule 1).

Replacement fees apply for Hardware with damage resulting from, among other things, severe weather conditions, accidental damage, loss and theft. See further details in the Hardware Warranty Policy.

Halter recommends you insure the Hardware for loss, including for severe weather conditions, accidental damage, or theft.
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Agreement
1. This Agreement is made up of the following:
  1. a Sales and Services Agreement;
  2. these Terms of Service;
  3. the schedules to these Terms of Service, including the Hardware Warranty Policy and Local Terms; and
  4. an attachment containing a copy of the Software Policy.
Renewal
1. Either party may opt out of a renewal of the then-current Initial Term or Renewal Term, by giving notice to the other party, in writing, at least 30 days before the end of the Initial Term or Renewal Term (as applicable). If a party gives notice in this way, then this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term.
2. If the Initial Term or a Renewal Term expires and neither party has given notice under clause 2.1, then:
  1. this Agreement shall be automatically renewed for a period equal to the Initial Term. Subject to clause 19.1, the Agreement shall continue on the same terms except as modified by clause 2.2(b) (a Renewal Term); and
  2. the Subscription Fee for the upcoming Renewal Term will be adjusted to the standard Subscription Fee charged by Halter at the time the Renewal Term commences or as otherwise agreed, and the Sales and Services Agreement is deemed to have been amended accordingly.
Services
1. Halter shall, during the Term, provide or make available the Services and make available the Hardware and Documentation on and subject to the terms of this Agreement.
2. Halter shall use commercially reasonable endeavours to ensure that the Services are made available 24 hours a day, seven days a week, except for unscheduled or emergency maintenance, subject only to the limitations set out in this Agreement.
3. Halter will provide customer support services during Normal Business Hours.
4. Halter will provide onboarding and training materials and sessions as part of the Deployment Services. The Customer must ensure that it, and any Authorised Users, completes the onboarding and training before using the Hardware or accessing the Services.
5. The Customer is responsible for ensuring that all devices used to access the Services are technically capable of doing so and meet the Minimum Device Specifications, which are as follows as at the Effective Date:
  1. Apple iPhone: iPhone 11 or newer, iPhone SE (2nd generation) or newer; and
  2. Android: Android 10+ or newer (i.e. recommended: Samsung S20 or newer). Older Androids often have poor connectivity and struggle with app complexity.
6. Members of the Halter Group may collect, use and disclose technical information about the devices on which you access or use the Services and your related software, hardware and peripherals in order to improve our products and to provide or make available the Services to you and other customers.
Proprietary rights
1. The Customer acknowledges and agrees that all existing and future Intellectual Property Rights in the Services, the Hardware and the Documentation are owned by members of the Halter Group or their licensors. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Collars or the Documentation.
2. The Customer owns the title to the Hardware that the Customer has acquired under this Agreement, subject to clause 5.2(d) (where a Collar is returned to Halter). Title and risk passes at the point:
  1. Halter dispatches the Hardware from its premises or a Halter operated third-party warehouse or logistics location; or
  2. a replacement collar is Activated on the Customer’s animal by a third party to replace a defective Collar where that animal is at a Third Party Location.
3. Halter confirms that it has all the rights in relation to the Services, the Hardware and the Documentation that are necessary to enable it to perform its obligations under this Agreement. This includes the right to require Halter USA LLC to make available the Software Services.
4. Halter provides a Hardware warranty as set out in the Hardware Warranty Policy.
Halter Hardware
1. Halter will provide the Collars specified in the Sales and Services Agreement.
2. Halter may also provide Advanced Replacement Collars on the following basis:
  1. An Advanced Replacement Collar will only be capable of being used to provide access to the Services once it has been Activated by the Customer to replace a defective Collar.
  2. An Advanced Replacement Collar used to replace a Contracted Collar will become a Contracted Collar. Subscription Fees will apply to each such Contracted Collar, in accordance with clause 11.
  3. Halter may, at its discretion, replace any Advanced Replacement Collar Activated by the Customer under clause 5.2(a).
  4. Title in any Collar that is returned by the Customer at Halter’s request will transfer to Halter upon delivery of the Collar to Halter.
3. Halter may make collars available to operators of Third Party Locations. If the Customer’s animals are present at a Third Party Location, then that operator may Activate those collars to replace any defective Contracted Collar belonging to the Customer, as if that Activation had occurred by the Customer and all obligations of the Customer under clause 5.2 will apply accordingly.
4. The Customer must ensure that the operator has all necessary rights and obligations in order to deal with the Collars (including defective Collars) as if owned by that operator.
5. Halter may audit the number of Advanced Replacement Collars held or used by the Customer. If the number of Advanced Replacement Collars exceeds the number agreed, the Customer must pay additional charges as communicated by Halter.
Halter’s obligations
1. Halter will perform or make available the Services substantially in accordance with the Documentation and with reasonable skill and care.
2. Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of or access to the Services contrary to Halter’s instructions or the Software Policy, or modification or alteration of the Services by any party not in the Halter Group or that is not an authorised contractor or agent of the Halter Group.
3. If the Services do not conform with clause 6.1, then Halter will, at its expense, use all reasonable commercial endeavours to correct or arrange for the correction of any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. To the extent permitted by law, this is the Customer’s sole remedy for any breach of clause 6.1.
4. Halter warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
5. Halter does not warrant that:
  1. the Customer’s use or accessing of the Services will be uninterrupted or error-free; or
  2. the Services, Documentation or the information obtained by the Customer through the Services will meet the Customer’s requirements.
6. Halter is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Customer’s obligations

_{The Customer shall:}‍
1. provide Halter with:
  1. all necessary co-operation in relation to this Agreement; and
  2. all necessary access to such information as required by Halter,
    
    in order to render or make available the Services, including to physical access to the Customer’s property and associated buildings, Customer Data, security access information and configuration services;
2. carry out all other Customer responsibilities and obligations in a timely and efficient manner;
3. at all times act in accordance with other written policies governing use of the Services or Hardware, as made available by Halter, which may be amended from time to time by Halter in its sole discretion;
4. pay all Fees to Halter in connection with this Agreement (including while animals are at a Third Party Location);
5. where the Customer requests under clause 12 that the Subscription Services are made available at a different deployment location, then before moving the animals, the Customer must ensure that any contract between the Customer and the operator of that Third Party Location contains a provision that:
  1. bars the operator of the Third Party Location from making any claim against any member of the Halter Group or their employees, contractors, representatives and agents in connection with the Services or this Agreement; and
  2. acknowledges that Halter is not a party to, and assumes no obligations under, any arrangement between the Customer and the operator of the Third Party Location.
6. comply with all applicable laws and regulations in the relevant jurisdiction (see the Local Terms) with respect to its activities under this Agreement;
7. obtain and maintain all necessary licences, consents, and permissions necessary for Halter, its contractors and agents to perform their obligations under this Agreement;
8. use or access the Services and Hardware only on the Customer’s own property, or with the express written permission of the property owner;
9. maintain physical fencing around the legal boundaries of the deployment location at which the Services and Hardware are used or accessed by the Customer;
10. ensure, so far as is reasonably practicable, the health and safety of Halter employees, contractors, and agents, including that they are treated with dignity and respect at all times during Halter’s provision of or making available the Services. Any breach of this clause 7.10 is a material breach under clause 17.4(a);
11. represent and warrant that it has all necessary rights, power and authority to enter into this Agreement, and to perform its obligations under this Agreement;
12. use reasonable endeavours to provide assistance to any Authorised User using the Services in connection with this Agreement;
13. ensure that the Authorised Users use or access the Services, Hardware and the Documentation in accordance with the terms and conditions of this Agreement and the Software Policy and is responsible for any Authorised User’s breach of this Agreement or the Software Policy;
14. ensure that it, and any Authorised Users, completes the onboarding and training provided as part of the Deployment Services before using the Hardware or accessing the Services, and that it complies with all animal welfare laws applicable in the deployment location;
15. acknowledge that Halter may suspend or refuse to make available the Services where any Authorised User reallocates, reassigns or switches any animals or their associated Collars (including when those animals are located at a Third Party Location) without the prior written consent of Halter;
16. acknowledge that Halter will not make available the Services where any Authorised User uses, or threatens to use, the Collars or the Services on any person or any animal other than cattle;
17. install all relevant Hardware in accordance with the Installation Plan, and once installed, the Customer must not move the relevant Hardware without written consent from Halter;
18. use reasonable endeavours to take care of the Hardware and protect it from damage and theft, and notify any faults with any Hardware;
19. acknowledge that Authorised Users may have their access to the Services and Content temporarily or partially restricted while animals are located at a Third Party Location;
20. acknowledge that:
  1. successful operation of, and access to, the Services requires an internet connection for the Collars and the Customer’s devices;
  2. Halter will procure internet connectivity for the Customer’s use of or access to the Services from an internet service provider on behalf of the Customer as its agent. Halter does not supply internet connectivity to the Customer and is not responsible for the performance of that internet connectivity; and
  3. Connectivity Fees may apply in respect of internet connectivity procured by Halter for the Customer’s use of or access to the Services, and Halter is not liable for any loss or damage arising from or in connection with the use of that internet connection;
21. use any internet connectivity procured by Halter solely for the purpose of the Customer’s use of or access to the Services, in accordance with all relevant law and all terms of use imposed by the underlying internet service provider; and
22. cooperate with, and meet any reasonable request of, Halter for the purpose of maintenance or improvement of any internet connectivity procured by Halter for the Customer’s use of or access to the Services.
Authorised Users
1. The Customer has a non-exclusive, non-transferable, and non-sublicensable (other than to the Customer’s own service providers in connection with providing services to the Customer) right to permit the Authorised Users to use and access the Services and Hardware during the Term solely for the Customer’s internal business operations.
2. The Customer may, from time to time, set up additional Authorised Users or remove Authorised Users.
3. The Software Services will be provided or made available on the following terms and conditions:
  1. the Software Services will be provided to the Customer’s Authorised Users by Halter USA LLC, subject to the Software Policy;
  2. during the Term, Halter will arrange for Halter USA LLC to provide the Customer’s Authorised Users with access to the Software Services, so long as the Customer continues to comply with its obligations under this Agreement, and subject to its Authorised Users complying with the Software Policy;
  3. before an Authorised User first uses or accesses the Software Services, that Authorised User must agree with Halter USA LLC to be bound by the Software Policy. That agreement to be bound will be by way of a “click to accept” or similar means. If an Authorised User does not agree with Halter USA LLC to be bound by the Software Policy, that Authorised User will have no right to use or access the Software Services;
  4. the Customer will be legally responsible for any use or accessing of the Software Services by its Authorised Users, and for any breach of the Software Policy by any of its Authorised Users, and must use reasonable endeavours to prevent or mitigate the effects of any such breach. Any such breach will be regarded as a breach by the Customer of this Agreement; and
  5. during the Term, Halter USA LLC may also from time to time at the Customer’s request provide the Software Services to one or more Rural Professionals, to enable such Rural Professionals to provide rural professional services to that Customer. Any provision of the Software Services to a Rural Professional will be subject to that Rural Professional agreeing with Halter USA LLC to be bound by the Software Policy in effect at the applicable time on which Halter USA LLC makes the Software Services available to Rural Professionals (Rural Professionals Software Policy).
4. The Customer shall not:
  1. attempt to copy, modify, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Hardware, Documentation or any Content made available through the Software Services in any form or by any means, except to the extent expressly permitted under the Software Policy or otherwise under this Agreement; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any software provided or made available as part of the Software Services.
  3. access the Services, Hardware or Documentation in order to build a product or service which competes with the Services;
  4. use or access the Services, Hardware or Documentation to provide services to third parties; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services, Hardware or Documentation, other than as provided under this clause 8.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Hardware and the Documentation. The Customer must promptly notify Halter of any unauthorised access or use.
Data
1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2. Halter shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole remedy is for Halter to use reasonable commercial endeavours to arrange for the restoration of the lost or damaged Customer Data from the latest back-up available. Halter shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
3. All Halter Data collected or generated through the Customer’s use and accessing of the Services and all other data utilised or generated by the Services (other than Customer Data), will be the property of Halter or its other Halter Group members. The Customer has no right to access or use any Halter Data (other than Customer Data), except to the extent such Halter Data is made available to the Customer via the Services.
4. In the course of the Services being provided or made available, members of the Halter Group will collect, use, process and transfer Personal Information about the Customer or any Authorised User, as well as Customer Data, Halter Data and other data. Halter shall, in providing or making available the Services, ensure that members of the Halter Group comply with the Halter Group Privacy Policy relating to the collection, use, processing and transfer of any Personal Information, Customer Data, Halter Data, and other data. The Halter Group Privacy Policy is available on Halter’s website or such other website address as may be notified to the Customer from time to time, and may be amended from time to time by Halter in its sole discretion. By entering into this Agreement, the Customer hereby consents to the collection, use, processing and transfer by Halter and other Halter Group members of Personal Information, Customer Data, Halter Data and other data in accordance with the Halter Group Privacy Policy.
5. The Customer shall ensure that the Customer is entitled to use and upload the relevant Customer Data so that members of the Halter Group may lawfully store, use, process and transfer the Customer Data in accordance with this Agreement and the Halter Group’s Privacy Policy on the Customer’s behalf.
6. The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such collection, use, processing and transfer as required by all applicable legislation.
7. Halter may access, store, use, adapt, modify, analyse and disclose the Customer Data in order to provide or market the Services, improve the way that the Services are provided and develop its understanding of customer preferences, for internal research projects, further development and optimisation of any current or future Services (including training machine learning models, or other similar technologies), for any other purposes in connection with Halter’s commercial operations or in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time, provided that where Halter discloses the Customer Data, it may only do so where the Customer Data is disclosed on an aggregated basis such that the identity of the Customer cannot be determined or in accordance with clause 13.
8. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Data or its accidental loss, destruction or damage.
Third Party Providers
1. The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk.
Charges and payment
1. The Customer shall pay the Fees.
2. The Customer shall pay the deposit in advance of the Deployment Services, as set out in the Sales and Services Agreement (Deposit). Any Deposit paid by the Customer will be offset against the Fees payable.
3. If the Customer upgrades to Additional Features or additional Hardware or Services in accordance with clause 12:
  1. for Additional Features, the increased Fees will apply from the date Halter makes those Additional Features available to the Customer; and
  2. for additional Services or Hardware (including at a different or expanded deployment location), the increased Fees will apply from the earlier of:
    1. the date of dispatch of any additional Hardware to the Customer; or
    2. the date those additional Services are made available to the Customer.
4. Halter shall invoice the Customer:
  1. on the Effective Date for the Subscription Fees, Deployment Fees and Connectivity Fees (as applicable) payable in respect of the first Invoicing Period;
  2. on the last day of an Invoicing Period for the Subscription Fees and Connectivity Fees (as applicable) payable in respect of the next Invoicing Period; and
  3. on or about the date that any other Fee is incurred.
5. The due date for payment of an invoice is 20 days following the invoice being issued.
6. If Halter has not received payment within 20 days of an invoice being issued, actions Halter can take include:
  1. disable the Customer’s account and access to all or part of the Services; and
  2. calculate and accrue interest (at the rate specified in the Sales and Services Agreement or the maximum permitted by applicable laws, whichever is lower) on the due amounts commencing on the due date of the relevant invoice and continuing until fully paid.
7. Halter will not supply or make available any of the Services on credit and may elect to supply or make available only Services that have been prepaid by the Customer.
8. All amounts and fees stated or referred to in this Agreement:
  1. are payable in the currency stated in the Sales and Services Agreement for the relevant Halter Contracting Entity;
  2. are non-cancellable and non-refundable; and
  3. are exclusive of any value added tax (including sales tax, goods and services tax (GST), and value added tax (VAT)), which will be added to Halter’s invoice at the applicable rate. The Customer must pay any such tax detailed on Halter’s invoices in relation to the Services.
Additional Features and changes to deployment location
1. Additional Hardware, Features or Services
  1. The Customer may request Additional Features, additional Hardware or Services (including Services at a different or expanded deployment location), or new hardware or services released by Halter at any time.
  2. Halter may agree, by way of an SSA Variation, to provide or make available these Additional Features, Hardware or Services for additional Fees. Any Fee Lock Period will not apply to the new Hardware.
2. Changes to deployment location
  
  The Customer may request Subscription Services at a different deployment location (whether in respect of the same or different animals). That deployment location may be in addition to the original deployment location, a temporary or seasonal replacement for the original deployment location, or a permanent change to the deployment location. Halter may, but is not required to, accept the Customer’s request. If accepted, then:
  1. Notice:
    1. The Customer will use all reasonable endeavours to give Halter as much advance notice of such a request and the change of deployment location as reasonably practicable.
  2. Deinstallation and reinstallation:
    1. Halter will cease providing or making available the Subscription Services during the transfer of the Collars to the new deployment location by the Customer;
    2. Unless agreed otherwise (e.g. because the Subscription Services are continuing at the original deployment location), the Customer is responsible for deinstalling and removing all Collars no longer required for the Subscription Services at that deployment location, and for transferring the Collars to the new deployment location; and
    3. The Customer must, at its cost, follow all instructions from Halter for deinstallation and removal of the Towers, including by procuring a third party to undertake the deinstallation. The Customer must not deinstall Towers itself without Halter’s written approval.
  3. Deployment Services
    1. Halter may advise that additional Deployment Services are required in respect of the new deployment location, and the Customer must not install Collars at the new deployment location until Halter has completed any Deployment Services for the new deployment location as required;
    2. The Subscription Services will not be available at the new deployment location until any Deployment Services required have been completed;
    3. Halter is not required to undertake the Deployment Services for the new deployment location unless the Deployment Fees are agreed; and
    4. The timing of the Deployment Services in respect of the new deployment location is at Halter’s discretion. Subscription Fees will continue to be payable.
3. Damage, interruption, or loss
  1. The Customer is solely responsible for any damage, loss, or expense of any kind to property arising from any act or omission of the Customer (or any employee of the Customer or any person authorised by the Customer) in connection with:
    1. the removal or de-installation from the original deployment location of all Hardware, including Collars; and
    2. any movement of the animals to a location other than the deployment location for the Services, such as a grazier (Third Party Location).
  2. Where the Customer moves animals to a Third Party Location, Halter will not be liable to the Customer or any third party for any damage, loss, or expense of any kind arising from or in connection with the presence, management, welfare or supervision of those animals.
  3. Halter is not liable to the Customer for any loss or damage suffered by the Customer arising from or in connection with any delay in the performance of the Deployment Services or the commencement of Subscription Services at the new deployment location.
Confidentiality
1. Permitted purposes
  
  Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Except as expressly provided in this Agreement, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than:
  1. the implementation of this Agreement;
  2. in Halter’s case, to develop its understanding of customer preferences and interests in the Services;
  3. in Halter’s case, for internal research, development and optimisation of the Services;
  4. in Halter’s case, for marketing or promotional purposes, provided that the Customer’s Confidential Information has been de-identified to remove any distinguishable or identifiable features; or
  5. in accordance with clause 13.3.
2. Excluded information
  
  A party’s Confidential Information does not include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party’s lawful possession before the disclosure; or
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
3. Permitted disclosures
  
  A party may disclose the other Party’s Confidential Information where:
  1. disclosure is required by law or is necessary to comply with the listing rules of any recognised stock exchange;
  2. disclosure is necessary to obtain the benefits of, and fulfil obligations under, this Agreement;
  3. that information already is, or becomes, public knowledge other than as a result of a breach of clause 13.1 by that party;
  4. disclosure is made to a genuine financier or potential financier of that party, or to a genuine purchaser or potential purchaser of all or part of the business of, or the shares in, that party, so long as the person to which disclosure is to be made who has agreed in writing to keep any Confidential Information confidential on terms no less protective than this clause 13; or
  5. disclosure is made to a lawyer or accountant, or other technical consultant, insurer, or other professional adviser for that party who has agreed in writing to keep any Confidential Information confidential on terms no less protective than this clause 13.
4. Publicity
  
  Halter may request, and conditional on the Customer’s prior consent in each case, use of the Customer’s name, general address, images and description of the Services (unless commercially sensitive) for marketing and publicity purposes.
5. Independant development
  
  Nothing in this Agreement impairs Halter’s right to develop, acquire, license, market, promote or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, products or technologies that are the subject of Confidential Information disclosed to Halter, as long as Halter does not breach its obligations under this Agreement in doing so.
Limitation of liability
1. Subject to the provisions of clause 16 and to the maximum extent permitted by relevant laws, this clause 14 sets out the entire financial liability of Halter (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
  1. any breach of this Agreement;
  2. any use by the Customer of the Services, Collars, Documentation, or any part of them; and
  3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Except as expressly provided in this Agreement:
  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, including any conclusions drawn or action taken following such use or access;
  2. Halter shall have no liability for any damage caused by errors or omissions in any information, or any actions taken by Halter at the Customer’s direction;
  3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  4. the Services and the Documentation are provided or made available to the Customer on an “as is” basis.
3. Nothing in this Agreement excludes the liability of Halter in connection with fraud or fraudulent misrepresentation.
4. Subject to clause 14.2 and clause 14.3:
  1. Halter shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, statutory penalties or enforcement remedies, loss or corruption of data or information, depletion of goodwill and/or similar losses, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement; and
  2. Halter’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement is limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
5. In no event shall Halter, its employees, agents and sub-contractors be liable to the Customer to the extent that liability arises from, or in connection with:
  1. a modification of the Services, Collars or Documentation by anyone other than Halter or a member of the Halter Group;
  2. the Customer’s use or accessing of the Services, Collars or Documentation in a manner contrary to the instructions given to the Customer by Halter or Halter USA LLC;
  3. the Customer’s use or accessing of the Services, Collars or Documentation in a way contrary to any notice or instructions from Halter or Halter USA LLC or any appropriate authority;
  4. any issues outside Halter’s control (e.g. telecommunications outages, bad weather or unauthorised access to data such as hacking); or
  5. any physical damage suffered by the Customer or any other person due to the operation of the Services or Collars, except where that physical damage is caused by Halter personnel while on Customer property.
6. To the maximum extent permitted by relevant laws, the parties acknowledge and agree that they are contracting for business purposes and that this clause 14 is fair and reasonable in the context of their commercial relationship (see the Local Terms).
No claims against third parties
1. The Customer must not make any Claims against any Third Party Supplier or any member of the Halter Group, or their employees, contractors, representatives, and agents, arising from or in connection with:
  1. any failure of a Third Party Supplier to supply network services, network infrastructure, or any other goods, services or facilities to any member of the Halter Group under a contract between any member of the Halter Group and that Third Party Supplier; or
  2. any act or omission of any member of the Halter Group referred to in clause 15.1(a) in connection with any contract referred to in that same clause 15.1(a).
Indemnity
1. This clause 16 does not apply to any claims to the extent arising from gross negligence, wilful misconduct or fraud by any member of the Halter Group.
2. The Customer shall indemnify and hold harmless Indemnified Parties against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s use or accessing of the Services, Hardware, Documentation or internet connectivity procured by Halter, provided that:
  1. the Customer is given prompt notice of any such claim;
  2. Halter provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  3. the Customer is given sole authority to defend or settle the claim (provided that the Customer may not settle any claim or admit any fault or liability on behalf of any Halter Group member without Halter’s prior written consent).
Termination
1. This Agreement cannot be cancelled for convenience except in accordance with clause 2.1.
2. Halter may suspend, deactivate or restrict access to the Services at any time if Halter considers, acting reasonably, that the Customer has committed, or is likely to commit, a material breach of any of the terms of this Agreement or the Software Policy. In such event, Halter USA LLC may also suspend, deactivate or restrict access to the Software Services.
3. If a Halter Group member suspends, deactivates or restricts access to the Services under clause 17.2, or this Agreement is terminated, Halter will promptly notify any third parties that Halter considers may be affected (such as where the Customer has animals at a Third Party Location).
4. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
  1. the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  2. the other party becomes subject to an Insolvency Event.
5. On termination of this Agreement for any reason:
  1. members of the Halter Group may, in their sole discretion, retain and not destroy or otherwise dispose of any of the Customer Data in their possession after the effective date of the termination of this Agreement, in order to facilitate the Customer’s ability to re-subscribe;
  2. Halter USA LLC will no longer make the Software Services available, and Halter will restrict the provision of all other Services to the Hardware owned by the Customer;
  3. the Customer shall have no right to access the Services after the effective date of the termination of this Agreement, except that the Customer may make a request within 30 days of termination (and Halter may, at its discretion, grant or make available) access to the Services for a limited time for the purpose of backing up or exporting the Customer Data;
  4. the Customer must cease using the Services and may:
    1. dispose of the Hardware if it considers appropriate (Halter recommends that this is done in a manner that is consistent with applicable laws and disposal guidelines); or
    2. if agreeable to the Customer, return the Hardware to Halter for disposal and recycling where Halter offers this option (with delivery, recycling and handling fees being paid by Halter), and
  5. either party must (and must procure that any employees, agents and independent contractors to whom any Confidential Information was disclosed):
    1. cease to use or make any further permitted disclosure of the Confidential Information; and
    2. destroy or return to the other party all Confidential Information obtained directly or indirectly (including any copies and any material containing or otherwise relating to any Confidential Information).
  6. the accrued rights of the parties as at termination shall not be affected or prejudiced.
Force majeure
1. Halter shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including any Force Majeure Event.
2. Where a Force Majeure Event occurs that prevents Halter from performing one or more of its obligations under this Agreement, Halter will notify the Customer and provide an estimated duration until Halter will be able to continue performance of its obligations.
Changes
1. Except where the Fee Lock Period applies, Halter may change this Agreement (including the amount of any Fee) on immediate written notice at any time. That written notice may be made by publishing the updated version of this Agreement on Halter’s website, except that any Fee increase will be communicated directly to the Customer.
2. Subject to clause 4.4 of the Local Terms, if Halter publishes any changes to this Agreement and the Customer continues to use the Services, that will be deemed acceptance of those changes. Without limiting the Customer’s right to terminate this Agreement under clause 2.1 or clause 17, where the Customer does not accept the updated Agreement, the Customer may not use the Services.
3. Without limiting clauses 19.1 or 19.2, changes in respect of the components of this Agreement set out in the Sales and Services Agreement may be mutually agreed by signing an amended version of the Sales and Services Agreement (SSA Variation). Any such SSA Variation will have effect from the last date of signature of the SSA Variation.
4. Further terms may govern changes to the Agreement depending on the Halter Contracting Entity, see further details in the Local Terms.
General Terms
1. Survivability
  
  Clauses 9.7, 13, 14, 15, 17.5, 20, and 21 survive termination of this Agreement together with any other term which by its nature is intended to do so.
2. Waiver
  
  A waiver of any right under this Agreement is only effective if it is in writing. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
3. Severability
  
  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If that provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
4. Entire agreement
  
  This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the Services. The parties do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement.
5. Assignment
  
  The Customer shall not, without the prior written consent of Halter, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Halter may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
6. Dispute resolution
  1. Most concerns can be quickly resolved to all parties’ satisfaction by contacting Halter’s support team at support@halterhq.com. This clause 20.6 applies to any dispute or disagreement involving Halter and the Customer which arises out of or relates to this Agreement (Dispute).
  2. Any Dispute shall initially be subject to informal dispute resolution between Halter and the Customer through their respective ordinary business contacts. If the Dispute has not been resolved within 30 days, then either party may require that the other make available senior management to attempt a resolution.
  3. If the Dispute remains unresolved for a further 30 days from senior management’s first meeting, then either party may refer the Dispute to binding arbitration under the relevant legislation (see the Local Terms).
  4. No party may commence any court proceedings, except to seek urgent injunctive relief or (in the case of Halter) to seek enforcement of any unpaid debt or any security interest. In respect of any court proceedings commenced by a party to this Agreement, if it is allowed by the relevant laws in the country where Halter provides or makes available the Services to the Customer, then any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
  5. The governing law and venue for any Dispute is specified in the Sales and Services Agreement for the relevant Halter Contracting Entity.
7. No partnership
  
  Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
8. Third party rights
  1. The provisions contained in clauses 8.3, 8.4, 16.1, 17.2, 17.5 and this clause 20.8 confer a benefit on Halter USA LLC. To the maximum extent permitted by law, these benefits may be enforced by Halter USA LLC as if Halter USA LLC were a party to this Agreement.
  2. Except as set out in clause 20.8(a), this Agreement is not intended to create any obligation enforceable by any person who is not a party to this Agreement.
  3. Except as set out in clause 20.8(a), no person who is not a party to this Agreement shall have any rights to enforce any term of this Agreement.
  4. Halter USA LLC is not a party to this Agreement and has no liability to the Customer under or in connection with the Services, the Hardware or this Agreement. Halter USA LLC’s only liability in connection with the Services or Hardware will be to the Authorised Users under the Software Policy, and to the Rural Professionals (if any) under the Rural Professionals Software Policy.
9. Notices
  
  Except as provided under clause 19.1, any notice required to be given under this Agreement must be in writing by e-mail and will be deemed to have been given on transmission. Notices to Halter must be sent to the applicable email address specified in the Sales and Services Agreement for the relevant Halter Contracting Entity, or to any other email address notified from Halter to the Customer for that purpose. Notices to the Customer will be sent to the email address the Customer provided when setting up access to the Services.
10. Governing law and jurisdiction
  
  The governing law and jurisdiction applicable to this Agreement are set out in the Local Terms and form part of this Agreement.
11. Order of precedence
  
  This Agreement comprises terms that are set out in a number of different documents. If there is any inconsistency between any of these different terms, then that inconsistency will be resolved by giving precedence to them in the following order:
  1. Sales and Services Agreement;
  2. Terms of Service (as modified by any relevant Local Terms);
  3. Hardware Warranty Policy; and
  4. a copy of the Software Policy.
Definitions and interpretation
1. In this Agreement:
  
  Activation means the installation and calibration of a Collar, such that the Subscription Services are able to be provided or made available by Halter via the Collar. Activation will, unless otherwise agreed, be done by the Customer.
  
  Additional Features means any features or Services that do not form part of the Package, whether released before or after the Effective Date of the Sales and Services Agreement.
  
  Advanced Replacement Collars means the additional Collars provided for replacing defective Collars.
  
  Authorised Users means those employees, agents and independent contractors of the Customer (excluding Rural Professionals) who are authorised by the Customer to use or access the Services, Hardware and the Documentation. If the Customer is an individual or sole trader, the Customer will also be an Authorised User.
  
  Business Day means any day other than a Saturday, Sunday, or day on which banks are generally closed for business in the place where the Services are provided to the Customer.
  
  Claim means any and all claims, alleged claims, actions, suits or proceedings by any person of any nature or kind, whether in contract, tort (including negligence) at common law, in equity, under statute or otherwise however arising.
  
  Collars means the collars supplied under this Agreement for use on the Customer’s animals.
  
  Confidential Information means information that is proprietary or confidential, including the following:
  (a) details of the Services generally, and as agreed under the Sales and Services Agreement;
  (b) the results of any performance tests of the Services; and
  (c) the Customer Data;
  (d) in Halter’s case: its technology, software, algorithms, machine learning models, data models, technical specifications, source code, product roadmaps, pricing and any information relating to Halter's business, operations, finances or intellectual property.
  
  Connectivity Fee means the subscription fees payable for internet connectivity, as set out in the Sales and Services Agreement if applicable.
  
  Content means the information and content that Halter provides or makes available via the Software Services.
  
  Contracted Collars means the Collars as specified in the Sales and Services Agreement, excluding Advanced Replacement Collars (but including Advanced Replacement Collars used to replace a Contracted Collar).
  
  Customer, “you”, “your” or similar terms means the person or organisation named as such in the Sales and Services Agreement.
  
  Customer Data means the data inputted by the Customer, Authorised Users, or any member of the Halter Group on the Customer’s behalf for the purpose of using or accessing the Services or facilitating the Customer’s use or accessing of the Services. It excludes Halter Data.
  
  Deployment Fees means, in respect of a deployment location, the total deployment fees payable by the Customer to Halter for the Deployment Services at that deployment location, as set out in the Sales and Services Agreement or otherwise agreed in accordance with clause 12.2(c)(iii).
  
  Deployment Services means the services described as such in the Sales and Services Agreement.
  
  Deposit has the meaning given in clause 11.2.
  
  Dispute has the meaning given in clause 20.6.
  
  Documentation means the documents which may be made available to the Customer by Halter from time to time, which sets out a description of the Services and the user instructions for the Services.
  
  Effective Date has the meaning given in the Sales and Services Agreement.
  
  Fees means all fees payable by the Customer to Halter under this Agreement, as varied by Halter in accordance with the terms of this Agreement or by agreement of the parties from time to time.
  
  Force Majeure Event means an event or circumstance which is beyond the reasonable control of Halter, including any strikes, lock-outs or other industrial disputes (whether involving the workforce of Halter or any other party), failure of a utility service or transport or telecommunications network, delay, pandemic, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, adverse weather conditions, or default of suppliers or sub-contractors, or any inability to obtain supplies or labour.
  
  Halter, “we”, “our”, “us” or similar terms means the Halter Contracting Entity specified in the Sales and Services Agreement.
  
  Halter Contracting Entity means the member of the Halter Group specified as such in the Sales and Services Agreement
  
  Halter Data means data collected from Collars, or generated by Halter from the analysis of data collected from Collars. It may include data about the location, movement, rumination, reproduction, grazing and other activities of animals, as well as location data collected or generated by Halter relating to geographic variables, such as aerial imagery, maps and pasture data.
  
  Halter Group means Halter and any other entity within the Halter group of companies.
  
  Halter USA LLC means Halter USA LLC., a Delaware corporation, having its principal place of business in San Francisco, United States of America.
  
  Hardware means Collars, Towers, and any other equipment, including future generations, replacements, or upgrades of such equipment, provided by Halter to the Customer under or in connection with this Agreement.
  
  Hardware Warranty Policy means the warranty in Schedule 1.
  
  Indemnified Parties means each member of the Halter Group and its employees, contractors, representatives, and agents.
  
  Initial Term means the period specified as such in the Sales and Services Agreement.
  
  Insolvency Event means any of the following:
  (a) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
  (b) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors;
  (c) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;
  (d)the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
  (e) the other party ceases, or threatens to cease, to trade; or
  (f) any event analogous in nature to those listed in (a) to (e) that occurs under the laws of any relevant jurisdiction.
  
  Installation Plan means the plan which Halter will provide to the Customer for the installation of the Hardware following the signing of this Agreement.
  
  Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trademarks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world.
  
  Invoicing Period means the number of months for which Halter will invoice the Customer for the Subscription Fees, as specified in the Sales and Services Agreement.
  
  Local Terms means the terms in Schedule 2.
  
  Minimum Device Specifications means the minimum software and hardware specifications specified in clause 3.5 or as notified by Halter from time to time.
  
  Normal Business Hours means the time commencing at 9am and ending at 5pm on a Business Day.
  
  Package means the Services within the package specified in the Sales and Services Agreement as being applicable to the Customer, where the Services within each package are listed on Halter’s website or are otherwise notified by Halter from time to time.
  
  Personal Information has the meaning given to that term, or a similar term, in the relevant privacy legislation specified in the Local Terms.
  
  Renewal Term has the meaning given in clause 2.2(a).
  
  Rural Professional means a person in the business of providing agriculture-related services to rural clients, such as agricultural consultancy services, professional or financial services, or animal health or veterinary services.
  
  Rural Professionals Software Policy has the meaning given in clause 8.3(e).
  
  Sales and Services Agreement means the document of that name that forms part of this Agreement.
  
  Services means:
  (a) the Deployment Services;
  (b) the Subscription Services;
  (c) the Software Services; and
  (d) any associated services such as training and technical assistance which Halter elects to provide.
  
  Software Policy means the terms and conditions from time to time on which Halter USA LLC makes available the Software Services to Authorised Users. A copy of the Software Policy as at the Effective Date is attached to this Agreement.
  
  Software Services means the online services made available by Halter USA LLC as part of the Package and which Authorised Users and Rural Professionals can access on behalf of that Customer via web applications, technically capable mobile devices, or other means as Halter may determine from time to time.
  
  SSA Variation has the meaning given in clause 19.3.
  
  Subscription Fee means the subscription fees payable for the Subscription Services, as set out in the Sales and Services Agreement.
  
  Subscription Services means:
  (a) the Software Services; and
  (b)the other services described in the Sales and Services Agreement, other than Deployment Services.
  
  Term means the Initial Term and any Renewal Term.
  
  Terms of Service means this document.
  
  Third Party Location has the meaning given in clause 12.3(a)(ii).
  
  Third Party Supplier means any entity that supplies network services, network infrastructure, or any other goods, services or facilities to any member of the Halter Group under a contract between any member of the Halter Group and that third party entity.
  
  Towers means the LoRa gateways that may be supplied by Halter for use at the Customer’s deployment location.
  
  Warranty Period has the meaning given to that term in the Hardware Warranty Policy.
2. Clause and schedule headings shall not affect the interpretation of this Agreement.
3. References to clauses and schedules are to the clauses and schedules of this Agreement.
4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Words in the singular shall include the plural and vice versa.
7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
8. A reference to writing or written includes emails.
9. References to “include”, “including”, “for example” or “such as” or similar are not words of limitation.

‍

Schedule 1 - Hardware Warranty Policy

Introduction
1. The Hardware Warranty Policy is set out below and is subject to the Terms of Service. All capitalised terms not defined in this Hardware Warranty Policy have the meaning set out in the Terms of Service.
Scope of the Hardware Warranty Policy
1. Halter stands behind its Hardware. Hardware for which title has been transferred to the Customer under clause 4.2 has a warranty that lasts for as long as the Customer continues to pay all Fees under the Agreement (Warranty Period).
2. Halter warrants that, during the Warranty Period, eligible Hardware will not malfunction due to a defect in Hardware materials or workmanship in relation to ordinary use under intended conditions in accordance with the Documentation, subject to the limitations and conditions set forth in the Terms of Service and this Hardware Warranty Policy section of the Hardware Warranty Policy (Hardware Warranty).
3. Halter does not provide insurance or cover for, among other things, damage that may result from severe weather conditions or storms, accidental damage, or theft and loss. For peace of mind, Halter recommends that the Customer contact a suitable insurance broker for cover related to these events.
4. Upon Halter’s approval of a claim provided in accordance with this Hardware Warranty Policy, Halter will, at its sole discretion, do one of the following:
  1. repair the Hardware free of charge;
  2. replace the Hardware (with the same Hardware or that of substantially similar functionality) free of charge; or
  3. to the extent repairing or replacing the Hardware proves commercially unreasonable, provide a refund for such products,
    
    and to the maximum extent permitted by applicable law, this is the Customer’s sole and exclusive remedy and Halter’s sole and exclusive obligation for any breach of this Hardware Warranty Policy.
5. This Hardware Warranty Policy does not apply:
  1. to non-Halter branded products or services, even if sold with Halter Products;
  2. to consumable parts (including batteries), cosmetic damage (ie scuffing, scratching, or discolouration), and normal wear and tear (such as damage that does not impact the performance of the Hardware);
  3. if Halter is unable to verify the defect or reproduce the issue;
  4. to circumstances such as accidental or incidental damage, indirect damage, loss, theft, abuse, misuse, misapplication or unauthorized disassembly of or to the Hardware;
  5. if the Hardware has been defaced (e.g. the serial number has been removed);
  6. if the Hardware is installed, maintained, operated, stored or used in a way that does not comply with the Agreement, Documentation or other written instructions provided by Halter;
  7. if the defect or damage is caused by an improper power supply or the use of third party components, materials, accessories, products or software that are not expressly approved or supplied by Halter;
  8. if the defect or damage is caused by any attempt to service the Hardware other than by Halter or its representatives;
  9. if the defect or damage is caused by the Customer’s or its representative’s negligence, misuse, neglect, intentional acts or omissions, or breach of its obligations under the Agreement (such as this Hardware Warranty Policy);
  10. if the Hardware, its functionalities or its capabilities have been altered, modified, repaired or tested by a party other than Halter or its representatives or without advance written permission of Halter; and
  11. if the Hardware is tampered with or otherwise damaged in a way or by events outside of Halter’s control, such as in the event of a fire, car crash, liquid contact, contact with wildlife, natural disaster or other external causes.
How to submit a claim
1. To make a claim under this Hardware Warranty Policy, please contact Halter Customer Support or submit the claim through the Hosted Software dashboard. When submitting a claim, you will need to provide the following information:
  1. Make and model;
  2. Serial number;
  3. Shipping address; and
  4. Shipping addressee contact details.
2. If your claim is approved by Halter, Halter will provide you with a claim number and further information. Where the claim is covered by this Hardware Warranty Policy the Customer may:
  1. dispose of the defective Hardware if it considers appropriate (Halter recommends that this is done in a manner that is consistent with applicable laws and disposal guidelines); or
  2. if agreeable to the Customer, return the defective Hardware to Halter for disposal and recycling where Halter offers this option (with delivery, recycling and handling fees being paid by Halter).
3. Upon return of any Hardware under a claim, Halter may delete all data stored on the Hardware. Before submitting your claim and returning your Hardware to us, we therefore recommend that you make a backup copy of the content stored on the device by using the tools available on your Hosted Software dashboard or otherwise. Halter disclaims all liability relating to Customer’s loss of Customer Data or other data in connection with the return of Hardware under this Hardware Warranty Policy.
4. If you make a claim and Halter considers, at its sole discretion, that there is no material defect with your Hardware unit, or the defect is found not to be covered by this Hardware Warranty Policy, Halter reserves the right to charge you, and you agree to pay the fees and costs associated with providing the replacement Hardware unit, and a reasonable service fee.
Replacement Hardware fees
1. This Hardware Warranty Policy does not cover damage resulting from, among other things, severe weather conditions or storms, accidental damage, or theft and loss. If any Hardware is rendered non-functional for any of these reasons, Halter will continue to invoice the full amount of the Subscription Fee under the Sales and Services Agreement.
2. The Customer may replace any non-functional Hardware at any time by submitting a request to Halter. The fees for any replacement Hardware may be determined by Halter from time to time and are exclusive of any dispatch and shipping costs.
3. Halter, at its sole discretion, may dispatch replacement Hardware to the Customer before receiving payment.

‍

Schedule 2 - Local Terms

Defined terms in this Schedule take their meaning as defined in the Terms of Service (unless otherwise specified).

Introduction
1. This Attachment supplements and is incorporated into the Agreement to enable Halter and the Customer to comply with relevant legislative and regulatory obligations, and provide certain benefits to each party where available under relevant law.
2. In the event that any of the terms in this Attachment are inconsistent or conflict with the terms of the Agreement, the terms of this Attachment take precedence.
Definitions
1. For the purposes of this Attachment, the following terms have the following meanings:
  ‍
  Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
  
  ‍Law means any principle in common law, customary law or equity and any requirement under any legislation, order, regulation, statute, treaty, rule, instrument, code of practice, ordinance or other legislative measure, present or future, in each case of any jurisdiction and includes any Legal Requirement to which you are subject.
  
  ‍Legal Requirement means writs, orders, injunctions, judgments, contracts, agreements, deeds, mandatory codes of conduct and rules of any industry body which any Halter Group member is a member of, or has obligations to, from time to time.
  
  ‍Regulatory Authority means any body having regulatory or supervisory authority over any part of the business or affairs of any Halter Group member.
  
  ‍Regulatory Requirement means:
  1. any Law; and
  2. any regulation, policy, class order, prudential or other standards, rules, guidelines, requirements, conditions or standards placed on you by any government or any Regulatory Authority.
  State Animal Welfare Acts means the relevant state laws and regulations in force that relate to the promotion and protection of animal welfare in Australia.
  
  ‍State Impounding Acts means the relevant state laws and regulations in force that relate to the impounding of livestock in Australia.
  
  ‍State Privity Acts means the relevant state laws in force that relate to, replace or amend the contractual doctrine of privity, including the Property Law Act 1974 (QLD), Property Act 2000 (NT) and Property Law Act 1969 (WA).
Governing law and jurisdiction
1. This Agreement and any Disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law relevant to this Agreement as specified in the Sales and Services Agreement for the relevant Halter Contracting Entity.
2. Subject to the dispute resolution requirements under clause 20.6, the parties irrevocably agree that the courts applicable to the relevant Halter Contracting Entity under the Sales and Services Agreement will be the appropriate venue for any Dispute or claim to be brought and that they have the exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Regulatory Requirements
1. Customer’s obligations
  
  Further to clause 7.2 of the Terms of Service, the Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement in the relevant jurisdiction, including but not limited to (where applicable):
  1. in Australia, the Environment Protection and Biodiversity Conservation Act 1999, the State Impounding Acts, the State Animal Welfare Acts, the Work Health, the Safety Act 2011, and any other similar federal, state, or territory laws, regulations or codes;
  2. in Canada, the Animal Protection Act (RSA 2000, c A-41), the Animal Protection Regulation, Alta Reg 203/2005, the Animal Protection Act, 2018, SS 2018, c A-21.2, the Animal Protection Regulations, 2018, RRS c A-21.2 Reg 1, the Animal Health Act, SS 2019, c A-20.01, the Animal Health Regulations, RRS c A-20.01 Reg 1, the Occupational Health and Safety Act, Occupational Health and Safety Code and any other similar federal or provincial laws, regulations or codes;
  3. in New Zealand, the Resource Management Act 1991, the Impounding Act 1955, the Animal Welfare Act 1999, the Health and Safety at Work Act 2015, and any other similar laws, regulations or codes; and
  4. in the United States of America, the Clean Water Act, the Clean Air Act, any applicable state animal welfare laws, the Occupational Safety and Health Act and any other similar federal, state, or territory laws, regulations or codes.
2. Customer Data
  
  Further to clause 9.4 of the Terms of Service, the term Personal Information, or similar terms, has the meaning given:
  1. in Australia, under the Privacy Act 1988;
  2. in Canada, under the applicable Canadian federal or provincial (as applicable) privacy laws;
  3. in New Zealand, under the Privacy Act 2020; and
  4. in the United States of America, under the applicable U.S. federal and state privacy laws (including but not limited to the California Consumer Privacy Act).
3. Limitation of Liability
  
  Further to clause 14 of the Terms of Service, the parties acknowledge and agree that they are contracting for business purposes, that clause 14 is fair and reasonable in the context of their commercial relationship, and:
  1. in Australia, that nothing in clause 14 limits or contracts out of the Australian Consumer Law; and
  2. in New Zealand, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply in connection with this Agreement.
4. Changes
  
  Further to clause 19 of the Terms of Service:
  1. If this Agreement is considered the following:
    1. in Australia, a ”standard form contract” under the Australian Consumer Law; or
    2. in New Zealand, a “small trade contract” under the Fair Trading Act 1986,
      
      then, the Customer may, within 10 Business Days’ notice of the modification, give notice to Halter that it does not agree to such modification. Following such a notice from the Customer, Halter may elect to either retract the modification (in which case this Agreement will continue in force without amendment), propose an alternative modification (which will restart the 10 Business Day timeframe under this clause) or terminate this Agreement without any liability on the Customer to pay any Fee as a consequence of that termination.
  2. If this Agreement is considered in the United States, notwithstanding clause 19.1, Halter will provide the Customer with no less than 30 days’ prior written notice of any change to this Agreement that materially affects the Customer’s rights or obligations, including any change to Fees. If the Customer does not accept such a change, the Customer may terminate this Agreement by written notice to Halter within that 30-day period, without any liability on the Customer to pay any Fee as a consequence of that termination.
  3. Subject to the Fee Lock Period, upon written notice by Halter, the Customer agrees to enter into negotiations within 10 Business Days, acting reasonably and in good faith, to amend the Sales and Services Agreement if necessary to do so to:
    1. avoid prejudice to Halter’s good standing with a Regulatory Authority; or
    2. ensure that Halter complies with any Regulatory Requirement or Legal Requirement.
5. Dispute Resolution
  
  Further to clause 20.6(c) of the Terms of Service, the relevant legislation for arbitral proceedings is as follows:
  1. in Australia, the International Arbitration Act 1974; and
  2. in Canada and the United States of America, the JAMS Streamlined Arbitration Rules and Procedures; and
  3. in New Zealand, the Arbitration Act 1996.
    
    For the avoidance of doubt, this clause does not affect the governing law or/and venue of any Dispute as specified under the Sales and Services Agreement for the relevant Halter Contracting Entity.
6. Third party rights
  
  Further to clause 20.8 of the Terms of Service:
  1. in Australia, clause 20.8 is governed by, and construed in accordance with, the relevant State Privity Act;
  2. in New Zealand, the parties acknowledge that clause 20.8 (and the clauses mentioned therein) confer a benefit on Halter USA LLC for the purposes of section 12 of Part 2 of the Contract and Commercial Law Act 2017; and
  3. in the United States of America, the parties acknowledge that the provisions of clause 20.8 (and the clauses mentioned therein) are intended to confer enforceable benefits on Halter USA LLC as a third-party beneficiary under applicable US common law principles, and that Halter USA LLC's rights thereunder shall be enforceable to the maximum extent permitted by applicable law.

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