Terms of Use

These Terms of Use (“Terms”) govern your access to and use of DirectCold Monitor (“the Service”), a cloud-based cold-chain monitoring and alerting platform operated by Black Mountain AI Pty Ltd (ABN 87 673 936 448) (“BMAI”, “we”, “us”). By accessing or using the Service, you (“the Customer”, “you”) agree to be bound by these Terms. If you do not agree, do not use the Service.

The Service is a monitoring aid. It polls third-party telematics systems (including CoolTrax), evaluates configurable rules, and dispatches notifications via SMS, email, and webhooks. The Service does not control, operate, or guarantee the performance of any refrigeration equipment, vehicle, or cold-chain process.

You acknowledge and agree that:

• The Service supplements, but does not replace, your own cold-chain monitoring, quality assurance, and compliance obligations.
• You remain solely responsible for the safety, quality, and compliance of your cargo, vehicles, and operations at all times.
• The Service depends on third-party data sources (CoolTrax), telecommunications providers (Twilio, Resend), and cloud infrastructure (Vercel, Neon) that are outside BMAI’s control.
• Sensor data, GPS positions, and telemetry are provided by upstream hardware and may be delayed, inaccurate, or unavailable.

The Service is provided on an “as is” and “as available” basis. BMAI does not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free;
• Alerts will be delivered within any specific timeframe;
• Temperature readings, GPS data, or other telemetry will be accurate or complete;
• The Service will detect every excursion, fault, or anomaly.

To the maximum extent permitted by law, BMAI disclaims all warranties, whether express, implied, or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law (including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law):

• BMAI’s total aggregate liability arising out of or in connection with the Service, whether in contract, tort (including negligence), statute, or otherwise, is limited to the fees actually paid by you to BMAI for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.
• BMAI is not liable for any indirect, incidental, special, consequential, or punitive damages, including (without limitation) loss of profits, revenue, data, cargo, goods, business, or goodwill, whether or not BMAI was advised of the possibility of such damages.
• Without limiting the foregoing, BMAI is not liable for any loss, damage, spoilage, or destruction of cargo, goods, or products arising from or in connection with:
  • any failure, delay, or inaccuracy of the Service, including missed or delayed alerts;
  • any failure or malfunction of refrigeration equipment, vehicles, or telematics hardware;
  • any interruption or unavailability of third-party services (CoolTrax, Twilio, Resend, Vercel, Neon);
  • any act or omission of the Customer, its employees, contractors, drivers, or agents;
  • any failure of the Customer to maintain adequate manual monitoring procedures independent of the Service.

Where the Australian Consumer Law applies and cannot be excluded, BMAI’s liability for breach of a consumer guarantee is limited (at BMAI’s election) to the re-supply of the services or payment of the cost of having the services supplied again.

You agree to indemnify, defend, and hold harmless BMAI and its officers, directors, employees, agents, and contractors from and against any and all claims, demands, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of or reliance on the Service;
• any breach of these Terms by you;
• any claim by a third party (including your customers, insurers, or regulators) relating to cargo loss, spoilage, or non-compliance that is alleged to have resulted from any failure or limitation of the Service;
• your failure to maintain adequate independent monitoring, quality assurance, or compliance procedures.

You agree that you will:

• Maintain your own independent cold-chain monitoring procedures and not rely solely on the Service;
• Ensure that temperature regimes, alert thresholds, and recipient configurations are correctly set for your operations;
• Promptly respond to alerts and take appropriate action;
• Keep your CoolTrax, Twilio, and Resend credentials valid and up to date;
• Monitor the Service’s health endpoint (/api/health) or configure external uptime monitoring;
• Ensure that your drivers, operators, and staff are trained on the Service and understand its limitations;
• Not use the Service for any unlawful purpose or in any way that could damage, disable, or impair the Service.

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your data.

The Service, including its source code, design, documentation, and all related intellectual property, is owned by BMAI. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your agreement with BMAI.

Either party may terminate these Terms by providing 30 days’ written notice. BMAI may suspend or terminate your access immediately if you breach these Terms. Upon termination, your access to the Service ceases and BMAI may delete your data after a reasonable retention period (no less than 30 days).

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and any courts of appeal therefrom.

BMAI may amend these Terms at any time by posting the updated version to the Service. Continued use of the Service after amendments constitutes acceptance. Material changes will be notified via email or in-app notice at least 14 days before taking effect.

These Terms, together with the Privacy Policy and any separate service agreement (SOW) between BMAI and the Customer, constitute the entire agreement between the parties. To the extent of any inconsistency, the SOW prevails over these Terms.