Partner Agreement

Last updated June 2025

PARTIES

Provider means Pod&Hive Pty Ltd of 4.01A / 31 Market Street, Sydney 2000, contactable on info@podandhive.com.

Customer means the organisation represented by you, the user using the interface operated by Provider, contactable on any email communicated by you to Provider.

BACKGROUND

(a) Provider owns and operates the Service.

(b) Provider will provide the Service for use by Customer on the terms of the Agreement.

1. Agreement

1.1 Agreement creation

Customer agrees to these terms by accepting them through the browse wrap procedure on the Service.

1.2 Supply of Services

Provider will provide the Services to Customer under the Agreement.

1.3 Agreement duration

(a) The Agreement will apply for the Term and will continue to renew automatically on a rolling basis for further Terms.

(b) The Agreement will not automatically renew for another Term if Customer gives Provider 20 Business Days’ notice using the interface of the Service.

(c) In case of such notice the Agreement will continue to the end of the Term when notice was given, but will not roll over for a new Term.

2. User Categories

Customer agrees and acknowledges that the:

(a) amounts payable for the Service; and

(b) ways Customer may use the Service,

depend on the Account Category that Customer signs up to the Service with.

3. Payment Calculation

3.1 Payment amounts

Provider’s fees for the Services are the amounts set out at https://shivoo.io/pricing/ per year (excluding GST).

3.2 Payment by reference to Teams

Customer will pay Provider in accordance with the Service usage limits, which are based on the quantity of Teams used by Customer.

3.3 Payment by reference to Account Category

(a) Where Customer is a Partner Linked Enterprise, the relevant Partner Account entity will be responsible for paying all costs associated with the Partner Linked Enterprise's use of the Service.

(b) Where Customer is an Enterprise Account entity that is not a Partner Linked Enterprise, the Enterprise Account entity will be responsible for paying all costs associated with the Enterprise Account's use of the Service.

3.4 Pro-rata payment

Where Customer chooses to upgrade the Team usage limit in the middle of a payment period, Customer will pay the increase of fees for the increased Team usage limit pro-rated by reference to the remainder of the Term.

4. Payment Method

4.1 Payment terms

(a) Provider will invoice Customer for the Services it will render during the next Term.

(b) Customer authorises Provider to effect payment of invoices via direct debit or credit card at the commencement of each Term.

4.2 Service suspension

Provider may suspend the provision of any part of the Services to Customer under the Agreement immediately at its discretion if Customer fails to pay any amount due under the Agreement.

5. Service Accounts

5.1 Account undertakings

Customer agrees to:

(a) provide accurate and complete information to Provider to establish the Account;

(b) keep Account access details secure and private; and

(c) notify Provider if Account security is compromised.

5.2 Account responsibility

Customer is responsible for all Account activity, even if the Account activity is unauthorised.

5.3 Age restriction

Customer must be over 18 to use the Service.

5.4 Account suspension

Customer agrees that Provider may suspend the Account immediately at Provider’s discretion without providing reasons or notice.

6. Services Use

6.1 Service use

(a) Provider will Control The Intellectual Property of the Service IP.

(b) Provider Grants A Licence to Customer that is non-exclusive, non-transferable and non-sublicensable to access and use the Service for Customer’s business purposes, provided the access and use of Customer is in accordance with the provisions below, based on Account Category.

6.2 Partner Account

Partner Account entities will only use the Service to work with Enterprise Account entities in connection with consulting services, provided under a separate agreement between the Partner Account entity and Enterprise Account entity.

6.3 Enterprise Account

(a) Enterprise Account entities may interact with Partner Account entities using the Service in connection with consulting services provided by a Partner Account entity under a separate agreement.

(b) Enterprise Account entities may use the Service independently of a Partner Account entity.

(c) Enterprise Account entities will use the Service for that entity’s internal purposes only.

6.4 Enterprise Account users

(a) Enterprise Account entities will provide Service access to its employees under the auspices of its account via mechanisms like QR codes (Authorised Users).

(b) Enterprise Account entities agree that Authorised Users will use the Service as employees of the Enterprise Account entity, and the Enterprise Account entity will be responsible for any and all conduct of an Authorised User using the Service in this way.

6.5 Enterprise Trial Account users

An Enterprise Trial Account entity agrees to use the Service with limited functionality for the purposes of a trial for internal purposes only.

6.6 Partner and Enterprise relationships

(a) Partner Accounts and Enterprise Accounts may be functionally linked [where the Partner Account invites the Enterprise Account entity to sign up with an Enterprise Account].

(b) Where Customer is a Partner Linked Enterprise, Customer agrees and acknowledges that its Data will be accessible to the Partner Account entity.

(c) Provider will have no relationship at law with the consulting services provided under any separate agreement between a Partner Account entity and an Enterprise Account entity in association with the Service.

(d) Where Customer is either a Partner Account or an Enterprise Account, Customer agrees to the methods of functional interaction between the entities that are enabled by the functionality of the Service.

7. Authorised Users

(a) Customer may authorise its employees to access the Services under the auspices of its Account under the Agreement.

(b) Customer is responsible for ensuring that users it authorises to access the Services comply with the Agreement and Customer is liable to Provider for the activities with any such users.

8. Service Support

8.1 Setup

Customer is entirely responsible for the setup and installation of the Services.

8.2 Support

Provider will provide support to Customer at Provider’s discretion.

9. Service Interruptions

9.1 Unplanned

Customer acknowledges that:

(a) interruptions as a result of third party suppliers to Provider are beyond the control of Provider; and

(b) the Services may occasionally be interrupted due to technical difficulties.

9.2 Remedies

Provider will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.

9.3 Planned interruptions

Provider may interrupt the provision of the Services with 5 Business Days’ notice.

10. Privacy

(a) Provider will store and use the Personal Information of Customer in accordance with Provider’s Privacy Policy.

(b) Customer is responsible for its own compliance with privacy law. Provider does not promise that any use of the Services by Customer complies with any privacy law.

11. Confidentiality

Provider will Maintain The Confidentiality of the Confidential Information of Customer and use it only for performing obligations or exercising rights under the Agreement.

12. Data Rights

12.1 Ownership of Data

Ownership of the Data remains with Customer.

12.2 Data licence

Customer Grants A Licence over the Data to Provider that is global, transferable, sublicensable, non-exclusive, royalty free and perpetual for the purpose of providing the Services and fulfilling its obligations under the Agreement.

12.3 Data disclosure

Provider will Maintain The Confidentiality of the Data and use it only for the purpose of providing the Services, however, it reserves the right to disclose Data to subcontractors that work with Provider to provide the Services.

13. Acceptable Use

13.1 General use obligations

Customer agrees:

(a) to use the Service in accordance with the law at all times; and

(b) that its breach of any requirement in this section gives Provider the right to immediately suspend Customer’s Service access until Provider is reasonably satisfied that the breach will be discontinued.

13.2 Specific use obligations

Customer agrees not to use the Service:

(a) for Antisocial Purposes;

(b) for Prohibited Commercial Reasons; or

(c) to Interfere With Service Provision.

14. Backup Responsibility

Provider performs backups of Data as described in the Backup Schedule.

15. Limitation of Liability

15.1 General limitation

The amount Customer can claim from Provider in relation to the Agreement and Services is Limited To The Legal Minimum.

16. Relying on information

(a) Provider does not promise that any Service Content is complete or correct.

(b) Customer agrees that it should verify any Service Content before relying on it in any way.

(c) Provider may change the Service Content at its discretion without any warning or notification to Customer.

(d) Where Service Content is third party advertising, Customer agrees that Provider does not endorse the third party advertiser or any of its information, products or services.

17. Termination

17.1 Termination for breach

A party can terminate the Agreement immediately by written notice if:

(a) it notifies the other party of an Agreement breach in writing; and

(b) the breach is not remedied 5 Business Days after the breach notification.

Where Customer is in breach, the obligations of Provider under the Agreement will be suspended until the notified breach is remedied.

17.2 If Provider terminates for breach

Where Provider terminates the Agreement for breach the parties agree that Customer is liable for the provision of all the Services fees payable for the Terms remaining as a debt due immediately on termination.

17.3 If Customer terminates for breach

Where Customer terminates the Agreement for breach Customer will pay Provider a pro-rata amount for Services provided under the current Term that remain unpaid for and Provider will refund a pro-rata amount for Services not provided to but paid for by Customer.

17.4 Insolvency

Provider may terminate the Agreement immediately with written notice if Customer becomes insolvent.

18. Agreement Changes

(a) If the Agreement has an automatically renewing term, Provider may change the Agreement by notifying Customer in writing 20 Business Days before the end of a Term, and the changes will take effect in the next Term.

(b) If Customer does not agree to the Agreement changes, Customer must cease using the Services before that next Term begins.

19. Taxes

(a) Customer will be liable for all duties and taxes connected with the Agreement.

(b) Customer will be liable for taxes incurred under GST Law.

(c) Payment amounts referenced in the Agreement will be exclusive of GST Law amounts unless explicitly stated.

20. General Provisions

20.1 Governing law

The parties will Use The Law And Courts of New South Wales.

20.2 Notice

Parties will send written communications connected with the Agreement to the contact details listed in the “Parties” section.

20.3 Assignment

No party may assign its obligations under the Agreement without the prior written permission of the other parties.

20.4 Agreement technicalities

The parties agree to:

(a) the Boilerplate Provisions; and

(b) the Interpretation Principles.

DEFINITIONS

1. Account

means a digital account for the purpose of using the Services, which will be designated as one of the Account Categories.

2. Account Categories, Account Category

means the:

(a) Partner Account;

(b) Enterprise Account (which can be a Partner Linked Enterprise or not); and

(c) Enterprise Trial Account.

3. Agreement

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

4. Antisocial Purposes

Customer agrees not to use the service to communicate information:

(a) that could be considered racist or hate speech;

(b) to harass any third party;

(c) that could be considered disrespectful;

(d) that could be considered impersonation;

(e) that could be considered unlawful; or

(f) that is pornographic in nature.

5. Backup Schedule

6. Boilerplate Provisions

The following sections apply to the Agreement.

6.1 Further assurances

The parties agree to do everything required to give full effect to the Agreement.

6.2 Entire agreement

(a) The Agreement and any other document incorporated by reference constitute the entire legal agreement.

(b) The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

(c) The Agreement supersedes all previous agreements and understandings between the parties in connection with its subject matter.

6.3 Electronic signature

The Agreement may be executed or entered into electronically.

6.4 Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document. Counterparts need not be exchanged for the Agreement to be effective.

6.5 Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly made in writing.

6.6 Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

6.7 Binding on successors

The Agreement is binding on each party’s successors and permitted assigns.

6.8 Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

7. Business Days

means a day, between the hours of 9am to 5pm, in the jurisdiction of the governing law of the Agreement(Area), that is not:

(a) a Saturday or Sunday; or

(b) a public holiday, special holiday or bank holiday in the Area.

8. Compulsory Condition, Compulsory Conditions

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

9. Confidential Information

means all information:

(a) disclosed by a disclosing party to a recipient party; or

(b) which otherwise becomes to be known by a recipient party,

that could reasonably be regarded as confidential to the disclosing party, and includes information relating to:

(c) technology, processes, products, inventions or designs used or developed by a disclosing party;

(d) trade secrets and know-how;

(e) customer lists and customer data; and

(f) commercially sensitive information.

10. Control The Intellectual Property

(a) Provider reserves the right to alter any element of the intellectual property at its discretion.

(b) Customer agrees not to reverse engineer any part of the intellectual property.

(c) No licence or right is granted over the intellectual property unless explicitly described in the Agreement.

(d) Customer does not have any right to resell or sub-licence the intellectual propertyunless the Agreement explicitly provides otherwise.

11. Data

means any data or information conveyed to the Service by Customer.

12. Enterprise Account, Enterprise Accounts

means any account or accounts used by the subscriber for teams within their organisation (that is, not teams of a client or third party).

13. Enterprise Trial Account

means a single use of the software by a single individual for the purposes of trialling the software.

14. Grants A Licence

means that:

(a) The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose.

(b) The licence granted above will be subject to any terms and conditions specified in the clause.

(c) The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.

(d) The licensor warrants that it will give and obtain any moral rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing moral rights.

15. GST Law

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

16. Intellectual Property Rights

means all present and future rights conferred by common law, equity or statute connected with the results of intellectual activity, as well as the benefit of any application to register, renew or extend such a right.

17. Interfere With Service Provision

Customer agrees not to use the service:

(a) such that the use interferes with provider’s ability to provide the same service to other parties; or

(b) in a way that could reasonably be categorised as 'malware'.

18. Interpretation Principles

The Agreement will be interpreted as follows unless it explicitly states otherwise.

18.1 Grammatical Forms

In this document grammatical forms will be interpreted as follows:

(a) headings are for convenience and will not affect interpretation; and

(b) "$" means the Australian dollar.

18.2 Definitions

(a) Parameters in definitions are indicated with italic text.

(b) Defined terms are capitalised and not legally effective except as described below.

(c) Provisions using definitions with parameters (Parameter Provisions) are not legally effective except as described below.

(d) Parameter Provisions will be read as replaced with the rights and obligations in the definition, and parameters will be substituted with the equivalent concepts in the Parameter Provision on a plain reading of it.

(e) The Parameter Provision may stipulate exceptions, which will be read as an exception to the rights and obligations in the definition.

(f) Where a definition refers to rights and obligations as "these" or "this" it refers to those created by the replacement of the Parameter Provision with the definition.

19. Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subjectat its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including consequential loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

(a) contract law;

(b) tort law; or

(c) legislation,

with the exception of liabilities arising from:

(d) fraud or fraudulent misrepresentation;

(e) death or personal injury caused by negligence; or

(f) wilful misconduct,

to the extent caused by the limiting party.

19.2 Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

19.3 Compulsory Conditions

To the fullest extent permitted by the law, limiting party’s liability to the limited partyfor breaching a Compulsory Condition in relation to the limitation subject is limited to:

(a) in a case where a breach is deemed to be a breach in respect of goods:

 (i) the replacement of the relevant goods or the supply of equivalent goods;

 (ii) the repair of the relevant goods;

 (iii) the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or

 (iv) the payment of the cost of having the relevant goods repaired; and

(b) in a case where a breach is deemed to be a breach in respect of services:

 (i) the resupply of the relevant services; or

 (ii) payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

19.4 Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party tolimited party under the Agreement.

20. Maintain The Confidentiality

20.1 Obligation of confidentiality

(a) The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.

(b) The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.

(c) The parties agree that the confidentiality obligations generated by this section survive the termination of the Agreement.

20.2 Standard of confidentiality

The recipient party agrees to:

(a) use industry standard security techniques to prevent;

(b) immediately notify disclosing party of;

(c) comply with disclosing party’s reasonable instructions regarding; and

(d) use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the confidentiality subject for which the recipient party is responsible in whole or in part.

20.3 Disclosures to certain entities

The recipient party may disclose the confidentiality subject to:

(a) professional advisors like lawyers or accountants; and

(b) subsidiaries or parent entities,

but only to the extent necessary to effect for the confidentiality purpose.

20.4 Disclosures for legal reasons

(a) The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of the recipient party.

(b) The recipient party is also permitted to disclose the confidentiality subject if:

 (i) the disclosure is necessary in order to enforce the Agreement; or

 (ii) the disclosure is required by law or a binding order of a government agency or court, but (to the extent permitted by law) the recipient party must not make such a disclosure without first notifying disclosing party and giving disclosing party a reasonable opportunity to object to the disclosure.

(c) The recipient party must comply with disclosing party’s reasonable requests with regard to any permitted disclosure.

(d) The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.

20.5 Damages not an adequate remedy

(a) The parties agree that:

 (i) the value of keeping the confidentiality subject confidential is difficult to assess; and

 (ii) damages would not be an adequate remedy for the irreparable harm that would be caused by the recipient party’s breach of these confidentiality obligations.

(b) If the recipient party actually breaches or threatens to breach these confidentiality obligations,disclosing party will be entitled to enforce the recipient party’s confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.

20.6 Effects of Disclosure

The disclosure of the confidentiality subject from a disclosing party to a recipient party under the Agreement will not:

(a) have the effect of granting any rights over Intellectual Property Rights in the confidentiality subject;

(b) establish any relationship between the parties other than that created explicitly by the Agreement; or

(c) impose any obligation on a disclosing party to disclose accurate or current information in the confidentiality subject.

20.7 Mutual obligations

Each party to the Agreement may simultaneously be a disclosing party and a recipient partywith respect to the obligations above.

21. Partner Account, Partner Accounts

means an account or accounts created for using the software with the Partner’s client organisations.

22. Partner Linked Enterprise

means an Enterprise Account linked with a Partner Account [during creation].

23. Personal Information

means any information that is categorised as 'personal information' or 'personal data' under privacy law, or is otherwise regulated by privacy law.

24. Privacy Policy

means Provider’s privacy policy published at https://shivoo.io/privacy/.

25. Prohibited Commercial Reasons

Customer agrees not to use the service:

(a) for commercial reasons other than under agreement with provider;

(b) in ways other than as the service was designed to be used;

(c) in a way that infringes the Intellectual Property Rights of a third party;

(d) for the purposes of "crawling" or otherwise harvesting data; or

(e) for the purposes of reverse engineering or creating derivative works of any part of the service.

26. Service, Services

means the periodic provision of the SaaS services at https://shivoo.io/.

27. Service Content

means any information, content or data provided with or in association with the Services.

28. Service IP

means the Intellectual Property Rights in the Services provided.

29. Team, Teams

means the collection of individuals functionally described as a “Team” on the interface of the Service.

30. Term, Terms

means a time period of 1 year.

31. Use The Law And Courts

(a) The governing law of the Agreement will be the law of jurisdiction.

(b) The parties agree that this state or territory will be the exclusive jurisdiction for any proceedings under the Agreement.