Terms of Service
1 Key Details
|Services.||For the Socialisd Content package we will:
(a) provide new content on the Learning Hub on a monthly basis for your use in accordance with these Terms of Service;
(b) provide you with access to the Learning Hub; and
(c) provide new social media content on the Learning Hub on a monthly basis for your use in accordance with these Terms of Service.
For the Socialisd Brand package we will:
(a) provide new content on the Learning Hub on a monthly basis for your use in accordance with these Terms of Service;
(b) provide you with access to the Learning Hub;
(c) provide you with reasonable assistance with adapting content to your branding. For clarity, we will not provide you with more than 2 hours per month of assistance on this item; and
(d) provide you with reasonable assistance to upload, schedule and post content onto your preferred social media accounts.
For the Socialisd Professional package we will:
provide new content on the Learning Hub on a monthly basis for your use in accordance with these Terms of Service;
(e) provide you with access to the Learning Hub;
(f) provide you with reasonable assistance with adapting content to your branding, plus creating 10 extra customised images and captions per month. For clarity, we will not provide you with more than 5 hours per month of assistance on this item; and
(g) provide you with reasonable assistance to upload, schedule and post content onto your preferred social media accounts.
|Permitted Use.||You may:
(a) upload, display, post and share the content onto your social media accounts (including, Facebook, LinkedIn, Instagram or Twitter);
(b) make alterations or additions to the content to tailor it to your marketing and advertising purposes (acting reasonably); and
(c) otherwise use, display, post, share or distribute the content if we consent to such use or distribution in writing.
All fees are inclusive of GST and are paid via the Website when joining.
|Minimum time commitment.||The period of 3 months commencing on the Commencement Date for the Socialisd Branded package – this allows us to recoup time spent on design elements and setup requirements for content distribution.
The period of 6 months commencing on the Commencement Date for the Socialisd Professional package – this allows us to recoup time spent on design elements and setup requirements for content distribution, as well as time spent on business research.
These terms are noted on the Website when joining.
2 Term and Services
2.1 Provision of Services
We will provide you with the Services during the Term.
2.2 Minimum commitment
There may be a minimum time commitment in relation to the Services, as set out in clause 1. If a minimum time commitment applies, you cannot terminate these Terms of Service during that period.
2.3 Content acknowledgments
You acknowledge and agree that:
(a) we have prepared the content based on our past experience preparing marketing and advertising resources and materials for businesses in the accounting and financial services industries;
(b) while we have created the content ourselves, it is otherwise generic and not tailored to your particular business and requirements (except for any tailored posts on your preferred social media accounts, if relevant);
(c) we have not prepared the content to implement any marketing strategy or plan specific to you; and
(d) you should consider the appropriateness of the content for your purposes before utilising it in any of your marketing or advertising materials, publications or resources.
3.1 Australian Consumer Law
Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. These Terms of Service will apply only to the extent to which they do not infringe the Australian Consumer Law.
3.2 Limitation of liability
(a) Subject to your rights under the Australian Consumer Law (which cannot be excluded) and all other applicable laws, our maximum liability to you for any failure by us to comply with the consumer guarantees is limited to us:
(i) supplying the Services again; or
(ii) paying you the cost of having the Services supplied again.
(b) You agree that the limitations of liability in this clause are fair and reasonable, taking into account all of the circumstances.
3.3 Third parties
You must not make any claim or demand against us if any content which is uploaded, displayed, posted or shared on your social media accounts is removed, deleted or objected to by the relevant social media platform or any users of it.
4 Your Obligations
4.1 Use of content
You must only use the content in accordance with the Permitted Use. The following are some illustrative examples of what you cannot do with the content (it is not an exhaustive list):
(a) sell, distribute, make available or otherwise provide any third party with any content, or access to the content;
(b) reverse engineer, replicate or modify the content otherwise than in accordance with the Permitted Use; or
(c) use, display, post, share or distribute the content in a way which is unlawful, abusive, obscene, unethical, sexist, racially inappropriate or objectionable, or in any other way which may damage the reputation of any third party using that same content.
4.2 Username and Passwords
You must keep your username and password to the Learning Hub strictly private and confidential. You must not provide your username or password to the Learning Hub to any third parties without our prior written consent.
You must provide us with any assistance that we reasonably request of you from time to time in connection with the Services. For example, you must provide us with access to your social media accounts if this access is required for us to perform the Services. You must also provide feedback to content created as part of the Services within a reasonable timeframe (48 hours).
5.1 Advance payment
Our Fees must be paid monthly in advance during the Term.
5.2 Method of payment
(a) You must pay our Fees by credit card facility and otherwise in accordance with clause 5.2(b).
(b) You expressly authorise us to automatically debit your credit card on each Debit Date to pay our Fees (plus any applicable GST) for the Services provided during the relevant period.
(c) We reserve the right to charge you a credit card processing fee proportionate to the amount that we incur for processing payment.
5.3 Credit card details
(a) You must provide us with your credit card details by no later than close of business on the Commencement Date to facilitate credit card payments for our Services.
(b) You must ensure that the credit card details you have provided us under clause 5.3(a) remain up-to-date throughout the Term. If these details change or become obsolete during the Term, you must promptly provide us with revised details for an active credit card facility.
5.4 Failed payment
(a) We will contact you if we are unable to process payment of our Fees via the credit card facility.
(b) You acknowledge that we may charge you a reasonable fee for the processing payment of our Fees via the credit card facility for each attempt made after the first failed debit attempt.
(a) Our Fees are exclusive of GST unless indicated otherwise in clause 1.
(b) You are solely responsible for paying the GST relating to our Services. Any such payment must be made in accordance with clause 5.2(b).
5.6 Fee account
Upon request, we will provide you with an account or statement of our Fees for the relevant period.
6 Intellectual property
(a) We will retain ownership of all Intellectual Property Rights in the IP Materials as well as in any improvements or modifications to the IP Materials created or made by us in the course of providing the Services, even after the IP Materials have been provided or made available to you.
(b) You must not use, or authorise any other person to use, the IP Materials in any way which infringes or may infringe our Intellectual Property Rights.
(a) During the Term, we grant you a non-transferable and non-exclusive license to use the content in accordance with the Permitted Use (Licence).
(b) You acknowledge and agree that:
(i) we use the content in connection with our business;
(ii) we have and / or will grant licenses to third parties on the same or similar terms as the Licence; and
(iii) you must not:
(A) make any claim or demand against us in connection with our use or licencing of the IP Materials; and
(B) take any action, or encourage any third party to take any action, to oppose the registration of any intellectual property rights or protections by us in relation to the IP Materials anywhere in the world.
6.3 Third parties
(a) You must not use the IP Materials in any way which infringes or may infringe the Intellectual Property Rights of a third party.
(b) To the maximum extent permitted by law, we do not provide any representations or warranties (whether express or implied) that your use of the IP Materials does not or will not infringe the Intellectual Property Rights of a third party.
Both you and we must, unless mutually agreed in writing:
(a) keep confidential all Confidential Information; and
(b) not divulge or disclose any Confidential Information to any other party, except to the receiving party’s officers, employees and contractors;
(c) refrain from copying, transmitting, retaining or removing any Confidential Information, or attempting to do the same; and
(d) ensure that those officers, employees and contractors who have access to the Confidential Information, or to whom the Confidential Information is disclosed, comply with the terms of this clause 7.
The obligations of the parties under this clause survive termination or expiry of these Terms of Service.
(a) The parties must first attempt to settle any dispute in connection with these Terms of Service by mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within seven days of receiving any party’s notice of dispute, by a person appointed by the Chair of the Resolution Institute, or the Chair’s designated representative.
(b) The parties agree that:
(i) the Resolution Institute mediation rules will apply to the mediation; and
(ii) the parties must submit the dispute to mediation prior to the initiation of any action or proceeding, other than for interlocutory relief (including, but not limited to, for specific performance) against any other party in order to protect or preserve its rights under these Terms of Service.
(c) The terms of this clause 8 will not apply to a dispute in relation to payment of the Fees.
(a) Subject to clause 2.2, you may terminate these Terms of Service by providing us with written notice of such termination prior to the next Debit Date. In which case, this Terms of Service will be terminated on that next Debit Date.
(b) We may terminate these Terms of Service at any time by providing you with one calendar day’s prior written notice of such termination.
(a) Notwithstanding clause 9.1, a party (Non-Defaulting Party) may terminate these Terms of Service immediately and without any prior notice if the other party (Defaulting Party):
(i) commits an act of dishonesty or a criminal offence which may bring the Non-Defaulting Party into disrepute;
(ii) commits a material breach of a term of these Terms of Service; and / or
(iii) commits a breach of any statutory, legal or regulatory requirement of which the Non-Defaulting Party becomes aware and which, if appropriate, is not remedied within a reasonable time to the satisfaction of the Defaulting Party.
(a) the Licence is terminated, effective immediately;
(b) you must immediately cease using all of our IP Materials;
(c) we may restrict or remove your access rights to the Learning Hub, including by deactivating your username and password; and
(d) you must immediately pay any outstanding Fees.
The laws of Victoria in the Commonwealth of Australia govern these Terms of Service. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts in the state of Victoria.
10.2 Electronic signing
(a) You agree to electronically signing these Terms of Service by ticking a ‘tick box’.
(b) By ticking the ‘tick box’ you, or any person acting on your behalf, agree that:
(i) you have read and understood these Terms of Service by scrolling through its terms;
(ii) you have obtained independent legal advice (or have been provided with a reasonable opportunity to do so) in connection with these Terms of Service; and
(iii) if a person is acting on your behalf, that person is your authorised representative and properly authorised to sign these Terms of Service on your behalf.
(c) We may record the internet protocol address (or IP address) and the location of the person who electronically signs these Terms of Service on your behalf (by ticking the ‘tick box’).
A notice or other communication connected with these Terms of Service has no legal effect unless it is in writing and in English. In addition to any other method of service provided by law, the notice may be sent by email to (as updated from time to time):
(a) us via the following email address: email@example.com; and
(b) you via the email address that we have on record.
(a) You may not assign or otherwise transfer any or all of your rights and obligations under these Terms of Service without our prior written consent.
(b) We may assign, transfer or novate any or all of our rights and obligations under these Terms of Service in our absolute discretion, and without receiving your consent, provided that our assignment does not create debridement to you.
10.5 Other general terms
(a) Both parties represent and warrant that they have the power to enter into these Terms of Service and have obtained all necessary authorisations to allow them to do so.
(b) Any provision of these Terms of Service which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make the provision enforceable, unless this would materially change the intended effect of the provision.
(c) You acknowledge and agree that we may amend these Terms of Service from time to time by notifying you in writing of such amendment. These changes will be deemed to take effect from the date on which you accept such amendments, or otherwise at the time you next access the IP Materials.
In these Terms of Service, unless the context otherwise requires, the following words and phrases have the following meanings:
(a) ‘Australian Consumer Law’ means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and its associated regulations, as amended from time to time;
(b) ‘Authorised Purpose’ has the meaning given to that term in clause 1;
(c) ‘Commencement Date’ means the date which you accepted these Terms of Service;
(d) ‘Confidential Information’ means:
(i) in relation to us, any written or oral information of a technical, business or financial nature (including the quantum of our Fees), or which is taken by any provision of these Terms of Service to be confidential information, or which we make you aware is considered by us to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Act 1988 (Cth); and
(ii) in relation to you, any information which you provide to us and expressly state that such information is to be kept confidential,
but does not include information which either we or you (as the case may be) can establish:
(iii) was in the public domain when it was given to the recipient;
(iv) becomes, after being given to the recipient, part of the public domain, except through disclosure contrary to these Terms of Service;
(v) was in the recipient’s possession when it was given to the recipient and had not been acquired in some other way (directly or indirectly) from the discloser; or
(vi) was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.
For the avoidance of doubt, any information contained within the Learning Hub is our Confidential Information for the purposes of these Terms of Service.
(e) ‘content’ means any marketing, advertising or promotional materials, assets and resources developed by us in connection with our ‘Socialisd’ service from time to time;
(f) ‘Debit Date’ has the meaning given to that term in clause 1;
(g) ‘Fees’ has the meaning given to that term in clause 1;
(h) ‘GST’ has the meaning given to that term in the GST Act;
(i) ‘GST Act’ means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(j) ‘Intellectual Property Rights’ means all rights in respect of copyright, designs, trade marks (whether registered or unregistered), patents, goodwill, rights to bring associated causes of action in passing off or contravention of the Australian Consumer Law (or equivalent causes of action), in the Commonwealth of Australia and throughout the world;
(k) ‘IP Materials’ means the content and the Learning Hub, and any modifications, additions or alterations of same;
(l) ‘Learning Hub’ means a website platform where we make available information and materials which may assist your marketing and advertising practices;
(m) ‘Licence’ has the meaning given to that term in clause 6.2(a);
(n) ‘Permitted Use’ has the meaning given to that term in clause 1;
(o) ‘Resolution Institute’ means the Resolution Institute ACN 008 651 232 currently located at Level 1 and 2, 13-15 Bridge Street, Sydney NSW 2000, or its successor entity;
(p) ‘Services’ means the relevant service package described in clause 1 which is nominated by you as your chosen service package;
(q) ‘Term’ means the term for these Terms of Service, which commences on the Commencement Date and ends on the date on which termination occurs in accordance with clause 9;
(r) ‘we’, ‘us’ or ‘our’ means Media Sixx Pty Ltd ACN 635 170 482;
(s) ‘Website’ means any electronic platform where we make available the content from time to time; and
‘you’ or ‘your’ means any person or entity purchasing the Services.
321 million new people joined social media in 2019, which brought the total from 3.48 billion to 3.8 billion social media users (an increase of 9%) in 2020.