Effective Date: 03/09/2023

These Terms and Conditions (“Terms”) govern your subscription to the AlphaX Data Plan Services (“Data Services”) provided by Metamorph Business Pty Ltd (“Metamorph”, “we”, “us”, “our”). By subscribing to the Data Services, you (“Customer”, “you”) agree to these Terms, including the AlphaX Uptime SLA below.

1. Scope of Data Services

Your subscription to the AlphaX Data Plan includes the following:

• Data Connectivity: Cellular SIM, LoRaWAN, and other network transport costs required to transmit data from your devices to the AlphaX platform.

• Secure Administration: VPN or other secure tunneling methods used for remote access and configuration, where applicable.

• Remote Management: Continuous remote monitoring, configuration, diagnostics, and software-level management of covered devices.

• Unlimited Remote Support: Access to Metamorph’s technical support for all covered devices and services during the subscription term.

Important: If you elect to use your own network infrastructure, including private LoRaWAN or Wi-Fi networks, those networks and any connected devices are excluded from SLA coverage (see Section 3).

2. Subscription Term and Billing

• Standard Term: Data Plans are billed annually, in advance, for a 12-month term. The plan automatically renews at each anniversary unless cancelled with sufficient notice.

• Cancellation: You must provide written notice at least 30 days before the end of the term to avoid automatic renewal.

• Short-Term Plans: Subscription terms shorter than 12 months may be offered at Metamorph’s sole discretion and will incur a 20% surcharge on the equivalent pro-rated annual cost.

3. Service Level Agreement (SLA) – Data Uptime

Metamorph shall use all reasonable commercial efforts, being no less than accepted industry standards, to ensure that the AlphaX Service is available 99.5% of the time in any calendar month. If this availability is not met, you may be eligible to receive the Service Credits described below (the “AlphaX Uptime SLA”).

Status can be viewed here: AlphaX Service Status

3.1 Definitions

This SLA applies to the following AlphaX service components:

• AlphaX Cloud Platform

• XVision AI Devices

• Sentinel Gateway Units

The SLA excludes individual Cellular and LoRaWAN sensors (even when connected to the AlphaX platform), and any customer-managed infrastructure.

• “Downtime”: A period during which the service or device is unreachable or non-functional, with a user error rate exceeding 5%, determined via monitoring tools. This includes failure to send/receive data or respond to normal communication.

• “Emergency Downtime”: Interruption required to immediately address a critical vulnerability or operational risk. Does not count as Downtime.

• “Scheduled Downtime”: Planned maintenance notified at least 5 days in advance, limited to 12 hours per year, and excluded from Downtime.

• “Monthly Uptime Percentage” =

  (Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month × 100

• “Services”: AlphaX Cloud, XVision AI Devices, and Sentinel Gateway services under this agreement or Metamorph’s Terms of Service.

3.2 Service Credits

If uptime falls below 99.9%, you may receive the following Service Credits, based on your Annual Data Plan Fee:

• Credits are applied as extra time added to the end of your current billing cycle.

• Credits are not refundable or exchangeable for cash.

• Maximum credit per calendar month: One month (4 weeks) equivalent.

3.3 How to Apply for Credits

To receive a Service Credit, you must notify Metamorph in writing (e.g., via email) within 30 days of the end of the affected month. Requests submitted after this window will not be honored.

3.4 Right to Terminate

If Monthly Uptime Percentage falls below 80.0%, you may:

• Terminate your Data Plan with 7 days’ written notice, or

• Accept the 1-month credit instead

3.5 Exclusions

This SLA does not apply to:

• Failures caused by customer-managed infrastructure, including private LoRaWAN networks or unmanaged Wi-Fi;

• Individual Cellular or LoRaWAN sensors, including performance or coverage issues at the network edge;

• Failures resulting from customer actions, misuse, or third-party interference;

• Issues outside of Metamorph’s reasonable control (e.g., natural disaster, ISP failures, power outages, etc).

This SLA is your sole and exclusive remedy for failure by Metamorph to meet the stated uptime commitments.

4. Pro Hours (Optional)

Customers may optionally pre-purchase “Pro Hours”, which offer 12.5% off standard hourly rates and can be used for:

• Onsite field work

• Custom development or integrations

• Non-standard troubleshooting

• Tasks outside the scope of standard remote support

Unused Pro Hours expire at the end of the Data Plan term unless otherwise agreed in writing.

5. Payment Default and Service Suspension

If any Data Plan invoice is not paid by the due date, Metamorph reserves the right to take one or more of the following actions without further notice:

• Deactivate SIM cards or suspend cellular/LoraWAN data services associated with the account

• Withhold access to AlphaX platform services, device management tools, and remote support

• Impose a late payment fee, calculated at 2% of the outstanding balance per month (or the maximum amount permitted by law)

• Suspend or terminate services, including blocking connectivity, alerts, or user access

If a billing period is skipped or left unpaid, the Customer will be required to pay all outstanding fees in full to bring the account current before services are reinstated.

At Metamorph’s sole discretion, the Customer may also be required to pay a reactivation or onboarding fee to resume services if the account has been suspended for 30 days or more and/or if system configuration must be re-established.

6. Amendments and Changes

Metamorph may update these Terms with 30 days’ written notice. Continued use of the service after the effective date of an update constitutes acceptance of the revised Terms.

7. Notices and Support

All notices and requests under this Agreement must be directed to:

Email: [email protected]
Postal: 11 Rays Way, Pakenham VIC 3810, Australia

8. Revision History

03/09/2022: Published
05/09/2023: Reviewed, Added XVision services
06/07/2024: Reviewed, no edits