Terms & Conditions

About the Vision Pod Website

1.1 Thank you for visiting www.VisionPod.com.au (the “Website”), an online platform that:

Provides a variety of digital marketing packages to users of the Website to cater for their digital marketing needs (the “Packages”);

1.2 The Website is operated by Vision Pod (ABN ) (“VISION POD”). Access to and use of the Website, or any of its associated products or services, is provided by VISION POD. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or signing up for use of the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website immediately.

1.3 VISION POD reserves the right to review and change any of the Terms by updating this page at its sole discretion. When VISION POD updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

Acceptance of the Terms

2.1 You accept the Terms by registering for the Services, making payment to VISION POD, browsing the Website, interacting with a Strategist, or accepting the Terms by clicking to “accept” or “agree” to the Terms where and if this option is made available to you by VISION POD in the user interface of the Website. Under no circumstances may Vision Pod perform the Services to the Client without acceptance of the Terms.

3 Account registrations

3.1 In order to purchase the Services, you are required to register with VISION POD (the “Account”).

3.2 In creating an Account, you may be provided with a variety of registration methods, which may include registration through the use of your Facebook or Google account (the “Third Party Registration”). You may also create the Account by registering manually through the Platform (the “Manual Registration”).

3.3 Where you create the Account by Third Party Registration, you acknowledge and agree that the Platform will utilise the personal information stored with third parties to verify your identity. You warrant that where you elect to register for an account by way of Third Party Registration, the information that you have previously provided to these third parties is accurate, correct and up to date and can be relied upon by VISION POD.

3.4 Where you create the Account by Manual Registration, as part of the registration process you will need to provide VISION POD with:

(a) an email address; and

(b) password.

3.5 Once you have completed the registration process you will be a registered user of the Website (the “User”) and agree to be bound by the Terms.

3.6 You agree that any information you give to VISION POD will always be accurate, correct and up to date. You must indemnity VISION POD for any claim or loss that VISION POD suffers as a result of any information that you provide to VISION POD under the Terms.

3.7 You understand that by supplying VISION POD with your address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from VISION POD in order to keep you informed about VISION POD activities. If you do not wish to receive updates from VISION POD, you may contact VISION POD at hello@visionpod.com.au

3.8 You may not use the Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with VISION POD; or

(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4 Subscription Options

4.1 Once you have chosen a service you will be given the opportunity to purchase a subscription through the Website (the “Subscription”) through the payment of a monthly subscription fee (the “Subscription Fee”).

4.2 VISION POD will provide a variety of Subscription options to you following your registration as a User. Each Subscription option will provide different benefits and will have a different Subscription Fee and in purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

5 Account obligations

(a) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(b) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify VISION POD of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(c) you must not expressly or impliedly impersonate another User or use the profile or password of another User at any time;

(d) communicate in a concise and clear manner within a reasonable period of time with Vision Pod.

5.2 You agree that as the Account owner you are solely responsible for any activities or actions that occur through your Account, whether or not you have authorised such activities or actions. VISION POD is in no way responsible or liable for any activities or actions that occur through your Account as a result of your breach of your Account obligations.

6 Using the Services of Vision Pod

6.1 As a Vision Pod Client, the Website provides you with the opportunity to:

(b) view Packages with varying benefits and services and purchase the Packages that are suitable for you for an agreed monthly fee (the “Package Fee”); and

(c) request Vision Pod to perform additional services which falls outside the scope of the Vision Pod or Package by purchasing an Upgrade and paying the agreed fee (the “Upgrade Fee”).

6.2 With respect to:

(b) the Packages, the Package Fee must be paid monthly in advance prior to you being able to access the benefits under the Packages; and

(c) The Upgrades, the Upgrade Fee must be paid in advance prior to the commencement of the additional services purchased by way of the Upgrade.

6.4 Within 7 days of the Vision Pod Package being purchased, Vision Pod will contact the Client to discuss whether the Subscription is fit for the Client’s purpose. The Client and Vision Pod acknowledge and agree that the variety of services which are offered pursuant to the chosen Package may be varied, altered or amended from time to time by the Client and Vision Pod, based on the Client’s disclosed requirements to Vision Pod (the “Variation”). By way of example, if a Client purchases the Facebook & Instagram Advertising Premium Package, the Client and Vision Pod may vary the Premium Package to exclude the 2 x remarketing campaigns and allocate the estimated resources instead to the Facebook advertisement variations. The Client acknowledges and agrees that VISION POD is not responsible or liable to the Client in the event of a Variation to the Vision Pod Package from what is represented and found on the Website. In the event the resources which are allocated to a particular Vision Pod Package are unable to be completed by way of the Variation, then VISION POD will request, and the Client must pay, the Upgrade Fee at the time of the purchase of the Upgrade.

6.5 As a Client, you acknowledge and understand that the level of service provided to you by a VISION POD will depend on various factors such as:

(a) whether you are prompt and responsive to VISION POD’S request for instruction, directions, information and/or approval;

(b) the complexity of the issues, strategy or your instructions and delivery of your materials to VISION POD;

(d) the number of email correspondences or messages you sent to VISION POD to deliver your instructions;

(e) whether your instructions are varied;

(f) whether documents have to be revised in light of varied instructions; and

(g) the level of cooperation with VISION POD.

6.6 Where you have purchased a Service, which allocates a specific number of hours for the provision of a particular task, you understand that that allocation of hours is an estimate only. In the event that you are not in strict compliance with clause 6.5 above, or the material provided to VISION POD is greater than what was disclosed during any representations made by you prior to purchasing the Services, then VISION POD is not responsible to complete all of the Services within the Vision Pod, Subscription or Package purchased once you exhaust the number of hours allocated for the Service, even if all of the hours were exhausted for the completion of one particular task. For example, if you purchase the SEO Premium Package, 12 hours per month are allocated to these Services. If during the first month, all 12 hours are allocated towards the preparation of the scoping document, then you will not be entitled to the provision of any further services during the same month.

8 Payment

8.1 By VISION POD offering the Services to you, you agree that:

(a) You (the Client) will pay VISION POD for the provision of the Services (the “Fee”), which will be calculated based on the Subscription, Vision Pod Package and/or Upgrade purchased by you (The Client);

(b) The VISION POD Fee Payment will be transferred to VISION POD minus any merchant banking service charges (the “Transaction Fee”) incurred in the course of transferring the Payment to VISION POD.

8.2 All payments made in the course of your use of the Services are made using a third party payment gateway (the “Gateway”). In using the Website, the Services or when making any payment in relation to same, you warrant that you have read, understood and agree to be bound by the terms and conditions that are available on the Gateway’s website.

8.3 You agree and acknowledge that VISION POD can vary the Package Fee, Subscription Fee and/or Upgrade Fee at any time by amending the relevant sections of the Website. The varied Package Fee, Subscription Fee and/or Upgrade Fee will come into effect following the conclusion of the existing Subscription Period and/or Package Period.

9 Non-Payment

9.1 In the event you elect to pay the Vision Pod Fee, Package Fee, Subscription Fee or Upgrade Fee by way of direct debit and/or credit card and there is a chargeback by your credit provider, VISION POD may suspend or terminate the Services immediately. You will be charged the then current VISION POD administration fee which will be no less than $150.00 plus GST (“Administration Fee”) and may also be charged interest in the amount of the Cash Rate Target set by the Reserve Bank of Australia (the “Interest”) on amounts which remain unpaid after thirty (30) days from the date of the tax invoice. Upon payment of the Administration Fee, Interest and Fees in accordance with the Terms, VISION POD will reinstate the Services to you.

9.2 If you do not pay the VISION POD Fee, Package Fee, Subscription Fee or Upgrade Fee in accordance with the Terms, VISION POD will issue an overdue payment notice and you will be liable to make the payment immediately. In the event the amounts remain unpaid after seven (7) days from the date of the tax invoice, VISION POD may proceed to recover the debt from you without further notice. If VISION POD initiates debt recovery action against you, you acknowledge and agree that you will be and remain liable for all debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements, including but not limited to, Land and Property Information searches, Australian Securities and Investment Commission searches, process server fees, Expert Reports and court/tribunal fees. You will also be liable to pay the Interest and Administration Fee on the outstanding debt and VISION POD may report the debt to a credit reporting agency.

9.3 VISION POD reserves the right to terminate or suspend your access to the Services in the event that you fail to pay any payment pursuant to the Services or any invoice sent by VISION POD from time to time. Time is of the essence.

10 Refund Policy

10.1 If, for whatever reason, you are unsatisfied with the Services or believe you may be entitled to a refund with respect to the Commission Fee, then please contact VISION POD outlining why you believe you are entitled to a refund of the Vision Pod Fee, Package Fee, Subscription Fee or Upgrade Fee so we are able to determine if same should occur.

10.2 Any refunds granted pursuant to this clause 10 will be at VISION POD’s absolute discretion.

11 GST

Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with the Terms, are listed in Australian Dollars (AUD) and are GST exclusive. GST is only applicable to subscribers situated in Australia.

12 Identify Verification

12.1 You acknowledge and agree that in light of the nature of the Services, VISION POD may be required to verify your identity to ensure that you are not using the Services in an illegal or fraudulent manner.

12.2 You warrant that where VISION POD advises you in writing that they require further verification of your identity then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of same.

12.3 You warrant that any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief and failure to comply with this clause will warrant an immediate termination of the provision of the Services to you.

14.3 Confidential Information

(a) By accepting these Terms, and arranging to engage the Services of VISION POD, VISION POD acknowledges and agrees that they will not, during the course of the Subscription or thereafter, except with the consent of the Client, as required by law or in the performance of their duties, use or disclose confidential information relating to the business of the Client, including but not limited client lists, trade secrets, client and supplier details, pricing structures, the Client’s financial information or results, any information with respect to the Client’s plans, strategies and forecasts and all documents created by VISION POD during the course of the Project (the “Confidential Information”).

(b) The Confidential Information remains the sole property of the Client. VISION POD shall not either during or after the Project, without the prior consent of the Client, directly or indirectly divulge to any person or use the Confidential Information for his or her own or another’s benefit.

14.4 Intellectual Property

(a) In engaging with a Client to perform the Project, VISION POD may create or have access to Intellectual Property Rights in relation to the work performed as part of the Project. For the avoidance of doubt, Intellectual Property Rights means all past, present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created directly or indirectly during the performance of the Project (the “Intellectual Property Rights”).

(b) VISION POD recognises that all Intellectual Property Rights are the property of the Client and VISION POD agrees to take all such steps as practicable to ensure that the Intellectual Property Rights will vest in, and remain vested, with the Client during and after the course of the Project with the Client.

(c) VISION POD assigns to the Client all and any Intellectual Property Rights created, written, developed or otherwise brought into existence by VISION POD during the course of the Project or whilst using the Client’s facilities, or otherwise.

(d) VISION POD warrants that the Client’s owns the Intellectual Property created by VISION POD in the course of the Project and hereby expressly authorises the Client to use all or any such work and VISION POD agrees that it does not have any right or interest in respect of any Intellectual Property currently being used or capable of being used in the Client’s business.

(e) VISION POD hereby indemnifies and agrees to keep indemnified the Client against all liability, losses or expenses incurred by the Client in relation to or in any way directly or indirectly connected with any breach of the Project.

(f) VISION POD agrees to sign all documents and take all necessary steps to assign the Intellectual Property Rights to the Client when requested to do so by the Client.

14.5 Moral Rights

(a) To the extent that VISION POD has Moral Rights in the Intellectual Property, VISION POD gives Moral Rights Consent. For the purposes of the Vision Pod, “Moral Rights” means any moral rights including the rights described in Article 6 of the Berne Convention for protection of Literary and Artistic Works 1886 (as amended and revised from time to time) being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any law of the Commonwealth of Australia), that exist or that may come to exist, anywhere in the world. A “Moral Rights Consent” means a waiver of Moral Rights to the extent permitted by law and an unconditional consent to any act or omission in relation to the Intellectual Property Rights by or on behalf of the Client, its Personnel or any licensee or subsequent owner of copyright in the Material.

14.6 Intellectual Property

(a) Notwithstanding anything to the contrary, all services, products and related material of VISION POD is subject to copyright. The material provided or made available to VISION POD, the Clients and any other individual by VISION POD is protected by copyright under the laws of Australia and through international treaties (the “VISION POD Material”). All rights (including copyright) in the VISION POD Material and the Website content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, software, code, scripts, design elements and interactive features) are owned or controlled for these purposes and are reserved by VISION POD or its contributors.

(b) All trademarks, service marks and trade names are owned and/or registered by VISION POD;

15 Confidential Information

(a) In this clause, “Confidential Information” means any documents or information created, received or obtained by the Client from VISION POD or any other party in respect of any consultation. In relation to VISION POD, it also includes all non-public information pertaining to VISION POD’s business (including, without limitation, our pricing information, the identity or participation of specific Clients or Workers, and any content marked confidential) is Confidential Information.

(b) By accepting the Terms, the Clients acknowledge and agree that they will not, during the engagement or thereafter, use, disclose, solicit, or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party, except with the prior written consent of that party or as required by law.

17 Website Content

17.1 VISION POD Content

You may read and copy the information on VISION POD for your own needs but you may not publish, resell or sub-licence it. VISION POD makes no guarantees, representations or warranties about the accuracy or legal correctness of any of the information on VISION POD.

17.2 User Content

(a) In this clause, “User Content” means any and all information and content that an Affiliate, Client, Worker or visitor of the Website, submits to or uses with the Website.

(b) VISION POD does not claim ownership of your User Content. VISION POD makes no guarantees about the User Content and VISION POD does not endorse or accept any responsibility for the User Content.

(c) You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy or completeness.

(d) You represent and warrant that your User Content does not violate any third party licenses.

(e) By posting a content onto the Website, you expressly grant to VISION POD and its successors an irrevocable, non-exclusive, transferrable, sub-licensable, perpetual, royalty-free, worldwide license to broadcast, republish, up-load to a third party, transmit, post, distribute, publicly display, and otherwise use and exploit your de-identifiable User Content. This license does not grant VISION POD the right to on-sell User Content. You hereby irrevocably waive any claims and assertions of moral rights with respect to your User Content.

(f) VISION POD reserves the right to review, remove or amend any User Content, but VISION POD does not have the legal obligation to do so.

(g) Information on the Website is no substitute for professional legal advice. You should not delay or forgo seeking legal advice or disregard professional advice based on information provided by the Website.

18 Copyright and Intellectual Property

18.1 The Website, the Services and all of the related products of VISION POD are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by VISION POD or its contributors.

18.2 VISION POD retains all rights, title and interest (including copyrights, patents and trade marks) in and to the Website, Services, products and all related content therein. Unless otherwise indicated, the Terms do not transfer to you any VISION POD or third party’s right, title, and interest in copyrights, patents and trade marks.

18.3 You may not, without the prior written permission of VISION POD and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

18.4 You acknowledge and agree that VISION POD may use your logo, branding or other trademarks (the “Trademarks”) for VISION POD’s marketing efforts. You grant to VISION POD a non-exclusive, non-transferable, royalty free right to use the Trademarks. If you do not wish that your Trademarks be used, you may request for a removal of your Trademarks from VISION POD’s marketing materials by contacting VISION POD at hello@visionpod.com.au Upon receipt of the request, VISION POD will use reasonable endeavours to remove the Trademarks from any future marketing material which is published 30 days from the date of the request.

19 Client’s Third Party Environment

19.1 As a Client you may be required to provide VISION POD with access to your website, Facebook account, Instagram account, Linkedin account or other social media accounts (your “Media Accounts”). It is important that you install and maintain at all times computer virus scanning software (and regularly update the said software) onto all of your computers having access to your Media Accounts (the “Anti-Virus”).

19.2 In the event your Media Accounts are compromised or corrupted during the provision of the Services to you, prior to making any complaint or raising any dispute, you must first establish and prove that the Anti-Virus was installed, maintained and updated to the most recent version.

20 General Disclaimer

20.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(a) If you are not a Consumer (under the Australian Consumer Law), you agree that VISION POD has no direct or indirect liability (including in negligence) to you in any way related to your use of VISION POD.

(b) If you are a Consumer (under the Australian Consumer Law), VISION POD limits all its direct and indirect liability (including in negligence) to you to the Consumer Guarantees under the Australian Consumer Law.

(c) Where there is a breach of the Consumer Guarantees, then to the maximum extent permitted by law, VISION POD’s liability to you is limited at its option to:

(i) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and

(ii) in the case of services, resupply of the services or payment of the cost of re-supplying the services.

20.2 Subject to this clause 20, and to the extent permitted by law:

(a) we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise; and

(b) we will not be liable for any liabilities, claims, costs and expenses (including legal costs), damage or injury or any special, direct, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or the Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

20.3 Use of the Website and the Services is at your own risk. Everything in relation to the Website and the Services are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of VISION POD make any express or implied representation or warranty about its Content or any products or Services (including the products or services of VISION POD) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Website, the Service, or any of its Content related products (including third party material and advertisements on the Website);

(d) the Content or operation in respect to links which are provided for your convenience; or

(e) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

21 Limitation of liability

21.1 VISION POD’s total liability arising out of or in connection with the Services or the Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

21.2 You expressly understand and agree that VISION POD, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for 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 is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

21.3 VISION POD is not responsible or liable in any manner for any content posted on the Website or in connection with the Services posted by VISION PODs or by any other third parties.

21.4 VISION POD does not control and is not responsible for the behaviours and actions of its Users, Clients, their comments, posts or information that they upload. Accordingly, VISION POD is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Website or in connection with your use of the Services.

22 Indemnity

22.1 You agree to indemnify VISION POD, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your Content;

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

22.2 This indemnity will survive termination of the Terms.

23 Termination of Services

23.1 The Terms will continue to apply until terminated by either you or by VISION POD as set out below.

23.2 If you want to terminate the Terms, you may do so by giving at least thirty (30) days’ written notice to VISION POD at hello@VisionPod.com.au

23.3 VISION POD may at any time, terminate the Terms with you if:

(a) you have breached any provision of the Terms or intend to breach any provision;

(b) VISION POD is required to do so by law;

(c) the partner, if any, with whom VISION POD offered the Services to you has terminated its relationship with VISION POD or ceased to offer the Services to you;

(d) VISION POD 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

(e) the provision of the Services to you by VISION POD is, in the opinion of VISION POD, no longer commercially viable.

23.4 Subject to local applicable laws, VISION POD reserves the right to discontinue or cancel your access to the Services at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts VISION POD’s name or reputation or violates the rights of those of another party.

23.5 When the Terms come to an end, all of the legal rights, obligations and liabilities that you and VISION POD have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

24 Dispute Resolution for dispute occurring within Australia

24.1 Compulsory Mediation

(a) If a dispute arises out of or relates to the Terms, the Services, the Website or any Vision Pod then no party may commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) Where the Dispute arises between the Client and VISION POD, then the parties warrant that they will include VISION POD in any correspondence between the parties to ensure that VISION POD can:

(i) assist with the Dispute Resolution Process where possible;

(ii) hold any payments subject to the Dispute until such time that the Dispute is resolved; and

(iii) make an assessment whether they should terminate the Services to either of the parties to the Dispute.

24.2 Notice

A party claiming a dispute (“Dispute”) must, within thirty (30) days of becoming aware of the Dispute, complete the Dispute Resolution Policy and Complaint Form (the “Notice”) detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute and serve it on the other party. A copy of the Dispute Resolution Policy and Complaint Form can be made available to you upon your written request.

24.3 Response

Within fourteen (14) days of receipt of the Notice, the other party must complete a Response Form and serve it on the other party detailing their response to the Dispute and serve it on the other party. A copy of the Response Form can be made available to you upon your written request.

24.4 Resolution

On receipt of the Response by that other party, the parties to the Dispute (the “Parties”) must:

(a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties acknowledge and agree that VISION POD may refer the Dispute to a mediator or request that an appropriate mediator be appointed by the President of the Law Society of South Australia or his or her nominee.

24.5 Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

24.6 Termination of Mediation

If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

25 Dispute Resolution for dispute occurring outside Australia

25.1 Compulsory Mediation and Arbitration

(a) If a dispute arises out of or relates to the Terms outside of Australia, unless the parties has complied with clause 25, either party may not commence any arbitration or Court proceedings in relation to the dispute (except where urgent interlocutory relief is sought).

(b) Where the Dispute arises between the Clientand VISION POD, then the parties warrant that they will include VISION POD in any correspondence between the parties to ensure that VISION POD can:

(i) assist with the Dispute Resolution Process where possible;

(ii) hold any payments subject to the Dispute until such time that the Dispute is resolved; and

(iii) make an assessment whether they should terminate the Services to either of the parties to the Dispute.

25.2 Notice

A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

25.3 Mediation

On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:

(a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of South Australia or his or her nominee.

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

(d) The mediation will be held in Adelaide, Australia.

25.4 Arbitration

In the event that the Dispute is not resolved at the conclusion of the mediation, both parties are prohibited from instituting legal proceedings concerning the subject matter of the Dispute and the Dispute, controversy or claim arising out of, relating to or in connection with the Terms and Conditions, including any question regarding its existence, validity or termination, will be resolved by arbitration in accordance with the ICC Rules of Arbitration (or any rules which supersede these rules). The seat of arbitration shall be Adelaide, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. This clause may be used as a bar to legal proceedings issued in any Court in any country which has ratified the Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

25.5 Confidential

26 Venue and Jurisdiction

The Services offered by VISION POD are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of South Australia, Australia.

27 Governing Law

The Terms are governed by the laws of South Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of South Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

28 Notice

28.1 VISION POD may provide any notice to you under the Terms by sending a message to the email address then associated with your account. The notice provided by VISION POD to you by email shall be deemed to have been properly given on the date VISION POD sends the email, regardless of whether you have received the email.

28.2 Unless specified otherwise, any notices provided by you to VISION POD must be in writing and be delivered either in person, or via registered post to 313 Halifax Street, ADELAIDE, South Australia 5000. Notices provided by registered post shall be deemed to have properly given three days after they are posted (if posted).

29 Severance

If any part of the Terms is found to be void or unenforceable, that part shall be severed and the rest of the Terms shall remain in force.

30 Waiver

30.1 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it.

30.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

30.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

31 Assignments

31.1 VISION POD may assign or transfer its rights or obligations under the Terms without your consent.

31.2 You may not assign or transfer your rights or obligations under the Terms without prior written consent of VISION POD. A purported assignment without written consent will be deemed to be void and convey no rights.

Publications

By you registering with Vision Pod, you acknowledge and agree that VISION POD is granted an irrevocable, perpetual, worldwide, royalty free right to use your trade mark, logo or name for the purpose of promoting VISION POD or the Services, now and in the future. This includes any promotion, marketing or advertising by way of online, in print, in social media, in competitions, advertisements, books and magazines, design publications and any other self-promotional or demonstrative purpose.