POP – Terms of Service
Welcome to POP!
The Website and Services are provided by POP Business Pty Ltd and its Related Bodies Corporate (POP, we, our, us).
Please read these Terms carefully before accessing or using our Website. By accessing or using any part of the Website, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any Services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.
2. Users and User Information
You, as a User, agree, acknowledge and represent that (as the case may be):
- you have read and understood the Terms and each other document forming the Agreement and have the capacity to enter into the Agreement;
- you may not, and will not use the Service or Website for any illegal or unauthorised purpose;
- your use of the Services are personal to you, and you will not use the Services in order to provide services or advice of any nature to a third party, or otherwise, reproduce, copy, sell or otherwise exploit;
- you will not transmit any harmful code, viruses, worms, trojans or attempt to access areas of the Website or Services which you have not been given access to by us;
- we may refuse service, the use of the Services or the Website to anyone at any time, without giving reasons;
- we have the right to modify and update the content on our Website at any time, and it is your responsibility to monitor the Website or Services for any changes;
- insofar as information is provided on the Website and not in connection with the Service, such information may not to be relied upon as professional advice (of any nature), and we give no warranties as to the accuracy or completeness of any such information; and
- nothing on the Website is to be taken to construe legal advice.
You agree that, in using the Services provided by us:
- you obtain no Intellectual Property Rights of any nature;
- the Service may be unavailable from time to time, due to maintenance or other matters (and you agree that we will not be liable for anything arising out of any unavailability);
- the Service may not be error free, we do not represent or warrant that the Service will contain any particular data, function in any particular way or be available at any particular time;
- the information that you input into the Website or Service (User Information) is crucial and will affect the results that the Service provides; and
- the Services rely upon the input of User Information and any User Information which is incorrect, incomplete and inaccurate may lead to errors in the Service (which are the responsibility of the User) or mean that we are unable to provide the Service. You agree to keep the User Information, accurate, complete and up to date.
3. The Service
The scope and nature of the Service and prices associated with the Service are subject to change without notice. We reserve the right to modify the Service or discontinue whole or any part of it without notice, at any time.
We are not liable to you or any third party for anything arising out of us modifying, suspending, or discontinuing the Service or changing any prices.
In using the Service, you agree and acknowledge that:
- in providing the User Information, you have complied with all laws and regulations which are applicable to the User Information.
4. Payment Terms
Unless otherwise stipulated, 50% of the total fee is due upon acceptance of any proposal. The remainder will be invoiced upon completion of work. The first invoice is payable before commencement, all subsequent invoices are 14-day terms. Clients on a monthly package contract will be sent a monthly bill with the corresponding invoice.
We reserve the right to invoke progress payments for any projects that continue over an extended period.
On all managed services agreements, any invoices not paid by the marked due dates constitute late payments, accruing a 5% late payment fee, plus voiding any and all prepayment discounts included in the invoices. These fees will be included or excluded at the discretion of POP Business.
5. Personal Information and Confidential Information
We shall not, and you agree that you will not, disclose to any person or entity, or permit to be disclosed any Confidential Information except for disclosures:
- authorised in writing by the party whose Confidential Information is in question;
- by us, to our contractors, advisers and agents, as required to receive advice on and to assist in our performance of the Services; and
- as required by law.
The restriction on disclosure shall not apply if such information is ascertainable from the public domain, published information from trade sources by non-default of any party.
6. Prohibited Use
In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Website or the Services content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
7. Third-party links and content
Certain content, products and services available via the Website or our Service may include materials from third-parties (Third-Party Material) or links to third party sites or locations (Third-Party Links).
Third-Party Links on our Website or displayed in the Services may direct you to third-party websites that are not affiliated with us. In addition, we may incorporate Third-Party Material into our Website or Services. In the event that we incorporate Third-Party Material into the Website or Services, we will identify the source of that Third-Party Material to you. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any Third-Party Material or Third-Party Websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party Websites or Third-Party Materials. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions in this regard should be directed to the third-party.
8. Community and Feedback
If, at our request, you send us information or materials, or without request from us you send creative ideas, suggestions, proposals, plans, or other materials (howsoever transmitted) (Feedback), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you provide to us. In the event that you provide us with Feedback, we are under no obligation to maintain that Feedback in confidence, respond to that Feedback or pay compensation for the Feedback or in any manner in which we may use it.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any person’s Intellectual Property Rights.
If you provide Feedback to us, you agree that your Feedback will not violate any rights of any person, including any Intellectual Property Rights. You may not provide us with any offensive Feedback or Feedback which is libellous, slanderous or otherwise lawful, abusive or obscene, or which might otherwise contain any harmful code, virus or malware.
You are solely responsible for any Feedback you provide and we take no responsibility and assume no liability for Feedback posted or provided by you or any third-party.
9. Errors and Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information, suspend Services or cancel any order if any information related to the Service or on any related website is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law.
10. Disclaimer of Warranties and Limitation of Liability
- Your use of, or inability to use, the Website, its content and the Service is at your sole risk. The Website and its content and the Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
- To the maximum extent permitted by law, POP, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors shall not be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Service or any products procured using the Service or this Website, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility.
- Notwithstanding any other things set out in these Terms:
- any warranty or guarantee which is incorporated into these Terms or arises in relation to the Services by the operation of any law of Australia or a state of Australia is, to the fullest extent permitted by law, excluded, or limited, as the case may be; and
- if the Competition and Consumer Act 2010 (Cth) or any other legislation that provides that there is a guarantee or warranty in relation to the Services owed by POP which cannot be excluded by law but which may otherwise be limited, then the liability of POP is limited to the cost of supply the Service again, or paying for the Service supplied again.
11. Force Majeure
We will not be in breach of any obligations under these Terms or in performance of the Services, or be liable for any loss where any such breach or loss is wholly or partially caused, whether directly or indirectly as a result of:
- act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
- war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
- act of public enemy, sabotage or malicious damage (other than any such act which involves our personnel), terrorism or civil unrest;
- ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
- confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority (other than any failure or inability by Developer to obtain visas or other permits required for any Developer Personnel to perform any activities or services under this agreement);
- strikes, blockades, lock out or other industrial disputes other than an industrial dispute that only involves the party’s personnel; and/or
- any action or inaction on the part of the User.
In relation to the Services:
- the supply of Services in accordance with these Terms is a Taxable Supply and the User must pay POP an amount equal to the GST for the supply of Services (in addition to the consideration otherwise payable for the supply of the Services to the User);
- to the extent permissible by law, the User is responsible for paying any and all taxes, duties, charges and imposts, arising out of them having received the Services;
- POP will provide a tax invoice to the User in relation to any supply of Services to the User; and
- capitalised terms used in this clause that are not defined in these Terms have the meaning given in the New Tax System (Goods and Services Tax) Act 1999 (Cth).
You agree to indemnify, defend and hold harmless POP and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by cancelling any account you have with us or otherwise notifying us that you no longer wish to use our Services, or when you cease using our Website.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
- Jurisdiction: The use of the Services and these Terms and Conditions are subject to the laws of New South Wales and the Commonwealth of Australia. Both POP and the User submit to the non-exclusive jurisdiction of the courts located in those jurisdictions.
- Changes to Terms: We may amend these Terms from time to time by making the amended terms available on the Website. If that happens, we will notify Users of the changed Terms. Users will be deemed to have accepted the Terms as amended after that time by accessing the Website or using the Services after that time.
- Assignment: POP may assign the Agreement by notice to the User
- Notice: Notices under this Agreement may be given to a User by an email provided to POP.
- Survival: clauses 3, 4, 5, 11 and 14 survive any termination of the Agreement.
The following defined terms have the following meanings when used in these Terms:
- Confidential Information means all information provided by a party, in any form whatsoever (whether written, oral, electronically or otherwise) which is marked or otherwise designated directly or indirectly as “Confidential”, “Proprietary” or similar or which would otherwise customarily be understood to be confidential by its nature;
- Intellectual Property Rights means any copyright, registered or pending patent or patentable invention, registered and unregistered trade mark, confidential information, trade secrets, know-how, registered or registrable design, design rights, inventions, rights in relation to any of the foregoing, rights in the nature of valuable or potentially valuable information or invention, such information, invention or product coming into existence through the expenditure of labour or skill or effort or the investment of time or money, and all other rights resulting from intellectual activity in the industrial, scientific, technical, literary or artistic fields; and
- Related Bodies Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).