1. The basics

(a) “POD Holdings” means POD Holdings Pty Ltd ABN 12 691 312 982, and our related bodies corporate. This document explains how the agreement is made up and sets out the terms of our agreement with you.

(b) POD Holdings is an e-commerce business operating through a website platform.

(c) Your use and/or purchase of POD Holdings’s products, services and websites (including affiliated websites and web and mobile applications (referred to collectively as the “Services”)) is subject to the terms of a legal agreement between you and POD Holdings.

(d) Unless otherwise agreed in writing with POD Holdings, your agreement with POD Holdings will always include the terms and conditions set out in this document (“Main Terms”).

(e) Your agreement with POD Holdings will also include the terms of any additional notices we send you or post on any website owned or operated by POD Holdings applicable to the Services, in addition to the Main Terms, together with any agreement we enter into with you in relation to any Services (“Further Terms”).

(f) The Main Terms, together with the Further Terms and the POD Holdings Privacy Policy form a legally binding agreement between you and POD Holdings in relation to your use of the Services. This agreement (embodying all of these terms) is referred to below as the “Terms”.

(g) If there is any difference between what the Further Terms say and what the Main Terms say in relation to a Service, then the Further Terms shall prevail in relation to a specific Service.

(h) The Terms will apply to all users of the Services, regardless of whether you have a separate agreement with POD Holdings.

(i) In this document the following definitions apply:

(A) “we” and “us” refers to POD Holdings.
(B) “you”, “user”, and “users” refers to any individual or entity who uses the Services

2. Accepting the Terms

(a) Permission to use the Services is conditional upon you agreeing to the Terms. The Services are only offered to you on condition that you read and accept all the Terms and, where applicable, become a licensee of software comprising the Services.

(b) In order to use the Services, you must first agree to the Terms. You are not allowed to use the Services if you do not accept the Terms.

(c) You can accept the Terms by:

(i) clicking to accept or agree to the Terms (the words “I accept”), where this option is made available to you by POD Holdings in the user interface for any Service (whether through a web browser, mobile app or otherwise); or

(ii) contacting us in writing confirming acceptance of our Terms, or otherwise instructions to proceed after having been given notice of these Terms;

(iii) proceeding with a sale order we have given to you in connection with any Services; or

(iv) by actually using the Services. In this case, you agree that POD Holdings will treat your use of the Services as acceptance of the Terms from that point onwards .

(d) By clicking ‘I Accept’, purchasing the program, or using the Services, you agree to these Terms. If you do not agree, you must not access or use the Services.

(e) By accepting the Terms, you are granted a non-exclusive licence to use the Services subject in entirety to the Terms.

(f) You may not use the Services if you are not of legal age or capacity to form a binding contract with POD Holdings, or you are a person barred from receiving the Services by law.

3. Provision of the Services by POD Holdings

(a) POD Holdings will use all reasonable endeavours to provide the Services as represented on the POD Holdings website, over email and telephone correspondence, any Services interface, or on promotional material.

(b) You acknowledge that the form and nature of the Services which POD Holdings provides may change from time to time without prior notice to you, and you shall remain bound by the Terms as published on this website which will remain in force.

(c) POD Holdings may refuse to allow you to access the Services at its sole discretion, and/or may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at POD Holdings’ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform POD Holdings when you stop using the Services. POD Holdings is not required to act in good faith or reasonably.

(d) If POD Holdings disables access to the website or any Services, or if there is a scheduled or unscheduled outage, you may be prevented from accessing the Services, your account details or any files or other content which is contained therein.

(e) POD Holdings will provide the Services in places and locations as it deems fit (in its sole discretion), except where any Services specify a specific location for any part of the Services, in which case the Services will be provided in that location for the relevant aspect of the Services.

(f) POD Holdings may in its sole and absolute discretion and without any liability to you or variation of fees payable by you, modify the Services or any component of the Services (including without limitation any software) at any time.

(g) In the event that POD Holdings publishes or promotes a feature roadmap or otherwise promotes any features of the Services, it shall not be obliged to in fact implement or continue the use of those features.

(h) Your account data and activity are visible only to you and authorised administrators. Other users cannot view your private information.

(i) You acknowledge and agree that while POD Holdings may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by POD Holdings at any time, at POD Holdings’s discretion.

(i) You acknowledge and agree that you are required to review and approve digital proofs before we commence producing the Services. Once the digital proof is approved by us, you cannot make or request any changes or cancellations.

4. Supply of POD Holdings products

(a) These Terms will also apply to the sale by POD Holdings of products to you.

(b) In the event we source products from manufacturers or importers (“suppliers”), POD Holdings relies on representations made by our suppliers and, to the fullest extent permitted by law, will not be liable to you for any misrepresentation made, if we reasonably relied upon such representation in sourcing any supplying the Services .

(c) POD Holdings will charge your nominated payment card/type as authorised by you during the purchase process with the applicable and correlating price to your nominated products. Once payment has been processed and approved your package will be sent out. Delivery times will vary depending on where in Australia your package is being sent.

(d) Information provided by you will be relied upon for the purposes of delivery. We will not be liable to you for incorrect information provided by you in relation to delivery details. You will be responsible for, at your own cost, any and all fees incurred by us or you in returning any consignments due to your failure to provide inaccurate or incorrect information in relation to delivery details.

(e) You must ensure that someone is available to receive the goods when the goods have been delivered to you. If no one is available, we will not be responsible if the goods have been damaged, lost or stolen.

(f) POD Holdings attempts to be as accurate as possible. However, POD Holdings does not warrant that the product descriptions made by POD Holdings are accurate, complete, reliable, current or error-free. If a product offered by POD Holdings is not as described, your only remedy is to return it to POD Holdings in unused condition and obtain a refund or exchange for that product alone, or otherwise as provided by law.

(g) In the event that a product will not be delivered as described on our website or as communicated by email or telephone correspondence, POD Holdings will discharge its obligations of accurate representation to you by notifying you of any changes prior to delivery of that product to you.

(h) All products purchased by you from POD Holdings:

a. are pursuant to a shipment contract. Risk for these goods will pass to you once goods are collected by you or despatched by POD Holdings for delivery;

b. will be delivered using ordinary post with Australia Post. We will not accept any liability for late delivery or non-delivery of goods purchased from POD Holdings are priced in Australian Dollars; and

c. will be charged, unless expressly stated otherwise, as inclusive of Goods and Services Tax pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth). We will issue a tax invoice for all purchases, delivered to your nominated email account.

(i) Title to goods purchased by you from POD Holdings remains with POD Holdings until full payment for all goods and Services is received from you. For the avoidance of doubt, you will act as a mere bailee for POD Holdings in respect of all goods supplied until full payment is completed and received by POD Holdings.

(j) You acknowledge and agree that POD Holdings may register a security interest over any goods supplied by us until full payment has been received from you in accordance with the Personal Property Securities Act 2009 (Cth). You agree to do all things necessary to facilitate such registration, including without limitation, executing documents to give effect to the registration.

(k) POD Holdings accepts no responsibility for any damage to surfaces resulting from the use of magnetic or products supplied by POD Holdings.

(l) Due to the nature of our screen-printing process, we recommend that you supply a minimum of 5% additional garments (or as otherwise agreed with us) to accommodate for test prints, setup, or any unavoidable spoilage that may occur during the production process.

5. Fees

(a) You agree to pay all applicable fees for Services as a condition of the ongoing grant of any licence by POD Holdings to you and or your employees.

(b) You agree to pay all fees charged based on POD Holdings’s pricing, charges, and billing terms notified to you, including prior to your initial acceptance of these terms. For the avoidance of doubt, this may include any charges contained within the Services.

(c) Except where otherwise agreed with POD Holdings, the fees for the Services must be paid to POD Holdings within 30 days from the date in the invoice. We reserve the right to charge:
(A) A 5.00% late payment fee on overdue accounts (where payment of the fees has been arrears for more than 30 days);
(B) Interest at 20.00% per annum, calculated and accruing daily, on outstanding balances;
(C) A dishonour fee of $95.00 where applicable; and
(D) If payment is made by Visa or Mastercard, a 2% surcharge applies. For American Express, a 2.19% surcharge applies. These are subject to change as specified on our invoices from time to time.

(d) POD Holdings may increase all prices and licence fees associated with the Services or our products at any time. Where your agreement is a fixed term agreement with POD Holdings, you will only be required to pay fees as agreed between you and POD Holdings until the end of that fixed term. By continuing to use the Services after that time, (or where there is no fixed term, after notice is given to you of a fee increase) you will agree to those price changes and must pay the revised fees, and the Terms will otherwise continue to apply.

(e) You acknowledge and agree that payments for some Services and products may be processed by our secure third-party payment processor. We do not store your full card details. By purchasing, you authorise us or our payment processor to charge your nominated account. All prices are in Australian dollars unless specified otherwise.

(f) In the event that you do not pay all required fees for Services as and when required, POD Holdings may terminate the licence granted to use the Services, cease providing the Services, retake possession of any products and recover outstanding debts (including, without limitation, collection, recovery and legal costs on an indemnity basis) immediately and without notice.

(g) You may return any goods provided by us within 30 days of receipt provided that they are unused, in original packaging, and accompanied by a proof of purchase. To initiate a return, please email info@pod.com.au for approval and instructions. Shipping fees are non-refundable unless the return is for the purposes of our proven error and proven defects in the goods.

(h) You agree that you cannot return the following products in any circumstances:
(A) Custom or personalised products;
(B) Special or bulk orders;
(C) Perishable or hygiene-sensitive goods;
(D) Hazardous or flammable materials; and
(E) Clearance or sale items.

6. Your Use of the Services

(a) You (and any user of the Services) will be subject to and responsible under the Terms, and will also be responsible and indemnify POD Holdings against all loss and damage occasioned by POD Holdings as a result of the use of the Services or any breach of the Terms by you and/or any of your employees, servants, agents or contractors.

(b) In order to access certain Services, you will be required to provide information about yourself (identification, payment and contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to POD Holdings will always be accurate, correct and up to date, and will be provided in accordance with the POD Holdings Privacy Policy.

(c) POD Holdings will rely on the accuracy of the information you provide. All Services will be provided in accordance with the information you have provided as at the date of provision of the Services. POD Holdings will not be liable to you in any respect or for any amount for any loss suffered by you) if you have not provided accurate information.
(d) Any data you provide to POD Holdings will be error free, legible (or audible) in a manner that will reasonably be considered to allow us to provide the Services. We will not be liable to you in any respect for any amount for any loss suffered by you if you have not provided information of such quality.

(e) You agree to use the Services only for purposes that are agreed at the time of using the Services and in accordance with law.

(f) You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by POD Holdings, unless you have been specifically allowed to do so in a separate agreement with POD Holdings.

(g) You agree that you will not do anything that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

(h) You will be solely responsible for and POD Holdings will not be liable to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which POD Holdings may suffer) of any such breach. You agree to indemnify POD Holdings for any loss suffered by reason of any breach of your obligations under the Terms (including any consequential damage).

(i) Unless you have been specifically permitted to do so in a separate agreement with POD Holdings, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

(j) You agree that POD Holdings’s website may require updates and POD Holdings is released from all liability and loss caused in relation to any updates.

7. Your account security and data security

(a) You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Your responsibility extends to any account or user associated with your organisation. POD Holdings will not be responsible for any loss suffered by you or any other person by reason of unauthorised use of your account.

(b) You agree that you will be solely responsible to POD Holdings for all activities that occur under your account, and POD Holdings will not be responsible for any loss suffered by you or any other person by reason of unauthorised use of your account.

(c) You may not transfer your account to any other person, unless specifically agreed in writing by POD Holdings.

(d) If you become aware of any unauthorised use of your password or of your account, you agree to change your account password and notify POD Holdings immediately at info@pod.com.au

(e) We take commercially reasonable steps to protect your personal information and secure your account. However, no system is completely secure, and you use the Services at your own risk.

(f) To the fullest extent permitted by law, you unconditionally and irrevocably release POD Holdings from all claims for loss and damage in connection with any data breach, hack or other incident which results in your data being accessed by any other party. This will include any data related to credit card information provided by you.

8. Privacy and personal information

(a) POD Holdings will collect personal information about you in order to provide the Services and for purposes otherwise set out in our Privacy Policy.

(b) The information you provide will be collected by or on behalf of us and may be disclosed to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all our Services. This is limited by our Privacy Policy.

(c) You agree to the use of your data in accordance with POD Holdings’ Privacy Policy. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.

9. Intellectual property

(a) POD Holdings has the right to use the “POD Holdings” name and “POD Holdings” intellectual property in the provision of the Services.

(b) You acknowledge and agree that POD Holdings (or POD Holdings’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by POD Holdings and that you shall not disclose such information without POD Holdings’s prior written consent.

(c) You acknowledge that you have no ownership in the intellectual property comprised in the Services.

(d) Unless you have agreed otherwise in writing with POD Holdings, nothing in the Terms gives you a right to use any of POD Holdings’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (whether owned or licensed by POD Holdings), or any other intellectual property rights belonging to or licensed by POD Holdings, including within the Services.

(e) In the event that POD Holdings creates any aspect of the Services or any other work at your request, you irrevocably agree that POD Holdings will own all intellectual property in such work and its product. You will transfer or assign all such rights on request by POD Holdings.

(f) You agree to wholly indemnify POD Holdings for any loss or damage suffered by POD Holdings by reason of any breach by you of this clause.

10. Indemnity and release

(a) To the fullest extent permitted by law, you agree to indemnify POD Holdings and hold it harmless against any loss (either direct or indirect) damage or expense whatsoever which POD Holdings may suffer or incur in respect of:

(1) Your use of the Services or POD Holdings products;
(2) Any breach by you of the provisions of the Terms;
(3) Any claims in connection with your use of the Services or products by any person;
(4) Any claims by any person in connection with your infringement of any intellectual property rights arising from your use of the Services; and/or
(5) Any claims by any person against you arising out of or in respect of the exploitation of the intellectual property in the Services by POD Holdings.

(b) You irrevocably release POD Holdings and waive all claims for which you may have in the future against POD Holdings, in respect of any action, claims for or remedy whatsoever in any way attributable to the exploitation of the intellectual property in the Services by POD Holdings, or your use of the Services or products.

11. Terminating the agreement

(a) The Terms will continue to apply until terminated by either you or POD Holdings as set out below.

(b) You may terminate this agreement by giving notice or any other notice requirement specified in Further Terms or other agreement between you and POD Holdings. Any fees paid prior to termination will not be refundable to you. You will also be required to pay all fees up to and including the end of the current billing period.

(c) In the event that this agreement is terminated, after an order has been made for any Services or products, you must pay for those Services or products in full (subject to our refund terms specified in these Terms).

(d) POD Holdings may at any time, terminate its legal agreement with you if:

(i) you have breached any provision of these Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this agreement); or

(ii) POD Holdings is required to do so by law; or

(iii) any third party regarding whom POD Holdings offered the Services to you has terminated its relationship with POD Holdings or ceased to offer the Services to POD Holdings or you; or

(iv) you or your employer have not made payment as required for the Services; or

(v) POD Holdings is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(vi) the provision of the Services to you by POD Holdings is, in POD Holdings’ opinion, no longer commercially viable; or

(vii) for any other reason POD Holdings in its reasonable discretion thinks fit.

(e) Termination of the agreement will result in an automatic revocation of any licence provided under it in relation to the Services, unless otherwise agreed in writing with POD Holdings.

(f) Upon termination of the agreement, any fees, expenses or reimbursements payable by you in respect of the period prior to the termination must be paid by you within 7 days after the termination date.

(g) Nothing in this Section shall affect POD Holdings’s rights regarding provision of Services under the Terms.

12. Exclusion of liability

(a) You expressly acknowledge that POD Holdings may back up any data related to the Services at its discretion. It is your responsibility to back up all data, subject to your compliance with the Terms. POD Holdings shall not be responsible under any circumstances for any data loss suffered by you and you unconditionally release POD Holdings from all associated claims.

(b) Nothing in these terms, shall exclude or limit POD Holdings’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law (including the Australian Consumer Law) or otherwise contained in any warranty identified in any Further Terms. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

(c) You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided "as is" and “as available.” POD Holdings has no service level agreement for your benefit, but in the event of any performance issues, will use its best endeavours to provide support.

(d) POD Holdings may use a third-party platform to host the Services. Accordingly, it will have no control over the performance or uptime of the services. You expressly acknowledge this and release POD Holdings from all claims for any loss and damage suffered in connection with any downtime or failure of performance of the Services.

(e) You agree that POD Holdings will have scheduled and unscheduled downtime and outages for, inter alia, bug fixes and upgrades. POD Holdings shall not be liable to you in connection with any outages and you unconditionally and irrevocably release POD Holdings from all claims in connection with or arising out of outages and downtime.

(f) In particular, POD Holdings does not represent or warrant to you that (and you will have no claims for any liability, loss or damage arising out of the following):

(i) your use of the Services will meet your requirements;

(ii) any of the information or content you access using the Services is accurate, reliable, or that any particular result or effect will be achieved by using the Services or any of the content accessed or downloaded using the Services;

(iii) your use of the Services will be uninterrupted, timely, secure or free from error, bugs or viruses;

(iv) any information obtained by you as a result of your use of the Services will be accurate or reliable; and

(v) that defects in the operation or functionality of any software provided to you as part of the Services will be corrected.

(g) Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

(h) No advice or information, whether oral or written, obtained by you from POD Holdings or through or from the Services shall create any warranty not expressly stated in the Terms.

(i) POD Holdings further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, to the full extent permitted by law.

13. Limitation of Liability

(a) You expressly understand and agree that POD Holdings, its subsidiaries and affiliates, and its licensors shall not be liable to you for:

(i) any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;

(ii) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;

(iii) any changes which POD Holdings may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);

(iv) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;

(v) your failure to provide POD Holdings with accurate account information;

(vi) your failure to keep your password or account details secure and confidential;

(vii) our failure to provide Services or any delay in providing Services which result from circumstances beyond our reasonable control;

(b) The limitations on POD Holdings’ liability to you above shall apply whether or not POD Holdings has been advised of or should have been aware of the possibility of any such losses arising.

(c) We shall not be liable to you for any delay or failure to perform or provide the Services by reason of any circumstances beyond our reasonable control.

(d) To the extent permitted by law, in the event that POD Holdings is found to be liable to you, our liability shall be limited to repair, replacement, or resupply of any Services.

14. Other content

(a) The Services may include hyperlinks to other web sites or content or resources. POD Holdings may have no control over any web sites or resources which are provided by companies or persons other than POD Holdings.

(b) You acknowledge and agree that POD Holdings is not responsible for the availability of any such external sites or resources, including any third party integrated software and payment services providers, and does not endorse any advertising, products or other materials on or available from such web sites or resources, and is not liable for any loss or damage which may be incurred by you in accessing those websites or resources.

15. Changes to the Terms

(a) POD Holdings may make changes to the Terms from time to time. When these changes are made, POD Holdings will make a new copy of the Terms available on any platform through which the Services are accessed. POD Holdings shall not be required to otherwise notify you of any changes to the Terms, and you agree to be bound by the Terms as applicable from time to time. POD Holdings may choose to notify a primary account holder.

(b) You understand and agree that if you use the Services after the date on which the Main Terms or Further Terms have changed, POD Holdings will treat your use as acceptance of the updated Terms.

16. General

(a) Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

(b) The Terms constitute the whole legal agreement between you and POD Holdings and govern your use of the Services (but excluding any services which POD Holdings may provide to you under a separate written agreement), and completely replace any prior agreements and/or representations between you and POD Holdings in relation to the Services.

(c) You may not assign your obligations or rights under the Terms without POD Holdings’s written consent. POD Holdings may assign its rights and obligations under the Terms to any other person or entity at any time and without the need for your consent.

(d) You agree that POD Holdings may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

(e) You agree that if POD Holdings does not exercise or enforce any legal right or remedy which is contained in the Terms (or which POD Holdings has the benefit of under any applicable law), this will not be taken to be a waiver of POD Holdings’s rights and that those rights or remedies will still be available to POD Holdings.

(f) If any court of competent jurisdiction rules that any provision of these Terms is invalid, then that provision will be read down or removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

(g) No agency or partnership shall be construed to have been created by virtue of this agreement.

(h) You acknowledge and agree that each member of any company or entity to which POD Holdings is directly related (through whole or part ownership or control) shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

(i) The Terms, and your relationship with POD Holdings under the Terms, shall be governed by the laws of the State of New South Wales (or Australia where applicable). You and POD Holdings agree to submit to the non-exclusive jurisdiction of the courts located within the State of New South Wales (or Australia, where applicable) to resolve any legal matter arising from the Terms.

(j) You acknowledge and warrant that you are of legal capacity and have obtained, or had a reasonable opportunity to obtain independent legal advice in relation to the Terms and enter this agreement with an understanding of the legal and practical effect of the Terms. POD Holdings shall not be liable for any breach of this warranty.

(k) Any disputes must be notified in writing to POD Holdings within 14 days of the invoice date. Failure to notify POD Holdings of a dispute within this period constitutes acceptance of the goods and charges and you forfeit your right to hold POD Holdings responsible for any damages, claims, liabilities, costs and expenses, except where permitted by law.