SaaS Agreement

Instance of SaaS Agreement

Version 1.0.0

Last updated January 2026

Terms

The Agreement is made on the Agreement Date (See Particulars).

Capitalised words and phrases are defined in the “Definitions” section of this document unless otherwise specified.

1. Parties

Provider means Pod&Hive Pty Ltd (ABN 70 637 406 538) of Suite 4.01A, 31 Market Street, Sydney 2000, Australia, contactable on info@podandhive.com.

Customer means the Client (See Particulars).

2. Saas Background

Capitalised words and phrases are defined in the “Definitions” section of this document unless otherwise specified.

1. Provider owns and operates the SaaS Service (See Particulars).

2. Provider will provide the Service to Customer on the terms of the Agreement.

It is agreed as follows.

1. Supply of Services

Provider will provide the Services to Customer in accordance with the Agreement.

2. Agreement Duration

   1. The Agreement will apply for the Term (one year unless otherwise agreed in writing) and will continue to renew automatically on a rolling basis for further Terms.

   2. The Agreement will not automatically renew for another Term if Customer gives Provider 10 Business Days written notice.

   3. 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.

3. Product Restrictions

   1. Tokens for Simulations

Customer will exchange tokens to use the Simulations for training events according to the Token quantity described by the Service (see https://www.podandhive.com/pricing/).

2. Facilitator certification

Customer will not use Simulations without the Facilitator receiving certification for that Simulation from Provider.

3. Token negative or zero balance

Where Customer has a zero or negative balance of Tokens, Customer will not have access to functionality to organise training events for Simulations.

4. Customer Obligations

Customer will:

1. provide information required by Provider to render the Services;

2. provide reasonable assistance to Provider if requested by Provider;

3. communicate with Provider promptly; and

4. ensure Provider has access to any digital system required to provide the Services.

1. Payment Calculation

The fees payable to Provider in exchange for the Services will be:

1. the yearly Annual Licence Fee (See https://www.podandhive.com/pricing/); and

2. amounts paid for Tokens, which will be purchased at the Token Price (See https://www.podandhive.com/pricing/) or a lower price under a special offer from Provider at its discretion.

1. Payment Method

   1. Payment

      1. Provider will invoice Customer the Annual Licence Fee (See https://www.podandhive.com/pricing/) for the upcoming year.

      2. Customer will purchase Tokens from Provider using the Service (See https://www.podandhive.com/pricing/).

      3. Customer authorises Provider to effect payment of invoices via an automated payment service.

   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.

7. Service Accounts

   1. Account undertakings

Customer agrees to:

1. provide accurate and complete information to Provider to establish the Account;

2. keep details used to access the Account secure and private; and

3. notify Provider in the event that the Account's security is compromised in any way.

1. Account responsibility

Customer agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by another person.

8. Authorised Users

   1. Customer may authorise its employees or any other person to access the Services under the Agreement.

   2. 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.

   3. Customer agrees and acknowledges that Provider has no contractual relationship with any authorised users under this section and that Customer is the provider of the Service to authorised users in accordance with the Agreement.

9. Service Support

   1. Setup

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

2. Support

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

10. Service Interruptions

    1. Unplanned

Customer acknowledges that:

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

2. the Services may occasionally be interrupted due to technical difficulties.

1. Remedies

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

3. Planned interruptions

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

11. Confidentiality

    1. Primary obligation

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

12. Intellectual Property Protection

    1. Provider reserves the right to alter any element of the Service IP at its discretion.

    2. Customer agrees not to reverse engineer any part of the Service IP.

    3. No licence or right is granted over any intellectual property in the Service IP unless explicitly described in the Agreement.

    4. If Third Party Sales are not applicable, Customer does not have any right to resell the Service IP in the form of Simulations to third parties without written permission from Provider.

    5. If Third Party Sales are applicable, Customer has the right to resell and provide access to the Service IP in the form of Simulations to third parties for the purpose of facilitating training events for its customers.

    6. If Customer provides Feedback to Provider, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Provider.

13. Privacy

    1. Provider will store and use the Personal Information of Customer in accordance with Provider's Privacy Policy.

    2. 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.

14. Data Rights

    1. Ownership of Data

Ownership of the Data remains with Customer.

2. Data licence

Customer Grants A Licence to Provider over the Data for any purpose that is global, transferable, sublicensable, non-exclusive, royalty free and perpetual.

15. Data Disclosure

Provider will Keep Secret the Data and use it only for the purpose of providing the Services (See Particulars), however, it reserves the right to disclose Data to subcontractors that work with Provider to provide the Services (See Particulars).

16. Acceptable Use

    1. Customer agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.

    2. Customer agrees not to use the Service to communicate or store any Prohibited Information.

    3. Customer agrees not to use the Service such that the use interferes with Provider's ability to provide the same service to other parties.

    4. The parties agree that a breach of this acceptable use clause gives Provider the right to immediately suspend Customer's access to the Service until Provider is reasonably satisfied that the use breaching this clause will be discontinued.

17. Backup Responsibilty

Database backups are performed each night and retained for seven (7) days.

18. Limitation of Provider's Liability

The amount Customer can claim from Provider in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.

19. Termination

    1. Termination for breach

Provider can terminate the Agreement immediately by written notice if:

1. it notifies Customer of an Agreement breach in writing; and

2. the breach is not remedied 5 Business Days after the breach notification.

Provider's obligations under the Agreement will be suspended until the notified breach is remedied.

2. Termination for convenience

   1. Provider may terminate the Agreement without giving reasons with 3 months of written notice.

   2. Where Provider terminates for convenience, it will refund:

      1. money paid by Customer for Tokens at the price paid for the Tokens; and

      2. pro-rata, the Annual Licence Fee (See Particulars).

3. Negative Token balance

Where the Agreement terminates when there is a Token balance in the negative, Customer will pay Provider an amount equal to the negative Token balance multiplied by the Token Price (See Particulars).

4. Insolvency

Either party can terminate the Agreement by written notice if the other party becomes insolvent.

20. Document Inconsistency

This document will take precedence over any other document to the full extent of any inconsistency between those documents.

21. Agreement Changes

    1. If the Agreement has an automatically renewing term, Provider may change the Agreement by notifying Customer in writing 5 Business Days before the end of a Term (See Particulars), and the changes will take effect in the next Term (See Particulars).

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

22. Taxes

    1. Customer will be liable for all duties and taxes connected with the Agreement.

    2. Customer will be liable for taxes incurred under GST Law.

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

23. General Provisions

    1. Governing law

       1. The governing law of the Agreement will be the law of New South Wales.

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

    2. Notice

Parties will send notices and other written communications connected with the Agreement to the contact details listed in the "Parties" section.

3. Definitions

1. Account

means a digital account for the purpose of the Services (See Particulars).

2. Agreement

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

3. Boilerplate Provisions

The following sections apply to the Agreement.

1. Further assurances

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

2. Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

3. Electronic signature

The Agreement may be executed or entered into electronically.

4. Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.

5. Waiver

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

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.

7. Binding on successors

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

8. Agreement expenses

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

4. 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:

1. a Saturday or Sunday; or

2. a public holiday, special holiday or bank holiday in the Area.

1. 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)).

6. Confidential Information

means all information:

1. disclosed by a disclosing party to recipient party; or

2. which otherwise becomes to be known by the recipient party,

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

3. technology, processes, products, inventions or designs used or developed by a disclosing party;

4. trade secrets and know-how;

5. customer lists and customer data; and

6. commercially sensitive information.

1. Data

means any data or information conveyed to the Service by Customer or an end user authorised by Customer.

8. Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from data, including:

1. the storage of any third party data;

2. a third party pursuing a right conferred by privacy or data protection law;

3. breach of privacy or data protection law;

4. corrupted or lost data;

5. breach of any law in connection with spam; and

6. digital security issues like malware.

Risks from software and network, including:

7. failure of any software, hardware or network components provided by a third party;

8. faulty technical data created by software;

9. digital security issues like software vulnerabilities;

10. the use of software for unlawful activity;

11. software or network that's inaccessible for any reason; and

12. software in a testing phase like (or analogous to) beta and alpha software.

Risks from intellectual property, including:

13. any third party claim or legal action for intellectual property infringement; and

14. risks relating to infringement of third party intellectual property.

Risks from people and property, including:

15. any property damage; and

16. any death or injury.

Risks from the Agreement, including:

17. breaches of the Agreement;

18. any delay connected with the Agreement;

19. negligence connected with the Agreement and its subject matter;

20. the termination of the Agreement;

21. any act or omission connected with this agreement; and

22. third party reliance on the subject matter of the agreement.

1. Facilitator

means a natural person certified to provide the Service to end users.

10. Feedback

means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.

11. GST Law

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

12. Grants A Licence

means that:

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

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

3. 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.

4. 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.

1. 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.

14. Interpretation Principles

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

1. Grammatical Forms

In this document grammatical forms will be interpreted as follows:

1. headings are for convenience and will not affect interpretation; and

2. "$" means the Australian dollar.

1. Definitions

   1. Parameters in definitions are indicated with italic text.

   2. Defined terms are capitalised and not legally effective except as described below.

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

   4. 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.

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

   6. 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.

1. Keep Secret

   1. Obligation of confidentiality

      1. The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.

      2. The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.

   2. Standard of confidentiality

The recipient party agrees to:

1. use industry standard security techniques to prevent;

2. immediately notify disclosing party of;

3. comply with disclosing party’s reasonable instructions regarding; and

4. 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.

3. Disclosures to certain entities

The recipient party may disclose the confidentiality subject to:

1. professional advisors like lawyers or accountants; and

2. subsidiaries or parent entities,

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

4. Disclosures for legal reasons

   1. 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.

   2. The recipient party is also permitted to disclose the confidentiality subject if:

      1. the disclosure is necessary in order to enforce the Agreement; or

      2. 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.

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

   4. 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.

5. Damages not an adequate remedy

   1. The parties agree that:

      1. the value of keeping the confidentiality subject confidential is difficult to assess; and

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

   2. 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.

6. Effects of Disclosure

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

1. have the effect of granting any rights over Intellectual Property Rights in the confidentiality subject;

2. establish any relationship between the parties other than that created explicitly by the Agreement; or

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

1. Mutual obligations

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

16. Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at 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:

1. contract law;

2. tort law; or

3. legislation,

and including liabilities caused by any limitation risks.

2. Indemnities not limited

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

3. 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.

4. Compulsory Conditions

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

1. in a case where a breach is deemed to be a breach in respect of goods:

   1. the replacement of the relevant goods or the supply of equivalent goods;

   2. the repair of the relevant goods;

   3. the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or

   4. the payment of the cost of having the relevant goods repaired; and

2. in a case where a breach is deemed to be a breach in respect of services:

   1. the resupply of the relevant services; or

   2. payment of a sum equal to the cost of resupplying the relevant services.

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

17. Personal Information

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

18. Privacy Policy

means Provider's privacy policy published at privacy policy.

19. Prohibited Information

means information:

1. that could reasonably be considered racist or hate speech;

2. that infringes the intellectual property rights of a third party;

3. to harass any third party;

4. that is pornographic in nature;

5. that could reasonably be categorised as 'malware'; or

6. that is unlawful.

1. Service IP

means the Intellectual Property Rights in the Services provided.

21. Simulation, Simulations

mean the various simulations or games provided by way of the Service (See Particulars), including:

1. "First Responder";

2. "The Dragons Are Coming";

3. "Grimsby’s Code"; and

4. other simulations or games added in the future.

1. Token, Tokens

mean the digital tokens sold on the Service (See Particulars).

23. Transfers Intellectual Property Ownership

    1. The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.

    2. The assignment will be a global assignment of Intellectual Property Rights.

    3. The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.

    4. The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.

    5. The assignor gives (and where it does not hold the relevant moral rights warrants that it will obtain) any moral rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing moral rights.

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