1.1. Social Posting Tools (SPT) is an Internet Service Provider that provides Social Media Posting services.

1.2. This Agreement sets out the terms and conditions on which SPT offers Social Media Posting services to our clients (you).

 

2. THE SERVICES

2.1 You may select a Social Media Posting package from our range of packages offered to you.

2.2 The Social Media Posting package selected by you will be indicated where provided on our Agreement form.

2.3 You may enter into extended or other agreements with SPT in writing.

 

3. SOCIAL MEDIA POSTING PACKAGES

3.1 The details of the inclusions within each Social Media Posting Package are set out on our Price List.

3.2 Each Social Media Posting package includes the following minimum features:

  • storage space on SPT’s server;
  • Free access to the Internet from SPT’s server;
  • database storage and connectivity;
  • a capability to link from SPT’s website to your website;
  • usage data collection and statistics; and

3.3 SPT may add features to a Social Media Posting package without prior notice to you.

3.4 SPT may remove features of a Social Media Posting Package after providing fourteen (14) days written notice to you.

3.5 SPT will host your photos and videos, and if required by you, will make it generally available to Internet users.

3.6 You are responsible for the creation and the content of your social media posts in all circumstances,

3.7 You are responsible for the maintenance and functionality of all software or automated services used in connection with your account.

3.8.1 You are responsible for taking regular backups of your content you create.

3.8.2 We will provide you with technical support for the setup of your services and access to your services.

 

 

4. FEES AND CHARGES

4.1 By the Agreement you have undertaken to pay SPT’s fees and usage charges as set out on our Price List, for the service selected by you.

4.2 SPT will not provide any services pursuant to this Agreement until:-

  • the Agreement has been signed by you and by an authorised representative of SPT; and
  • you have paid to us the applicable establishment fees and “pay in advance” fees.

4.3 SPT will not refund the establishment fee or “pay in advance” fees if you:-

  • terminates this Agreement; or
  • does not use any services paid for by you.

4.4 SPT’s fees and charges are set out in our current Price List.

4.5 SPT may vary its Price List at any time in accordance with clause 16 of this Agreement.

4.6 Certain fees and charges are payable by you to SPT in arrears. These fees and charges are set out in the Price List and include charges for maintenance requested by you, specialist support, and usage greater than that covered by the Social Media Posting package selected by you.

4.7 SPT requires you to correctly describe your business when entering into the Agreement as we charge varying fees to commercial enterprises and non-profit/community organisations.

 

5. BILLING

  • 5.1 SPT will issue invoices / statements for all fees and charges that are payable in arrears.
  • 5.2 You agree to pay all invoiced amounts within 7 days of the date of the invoice.
  • 5.3 If you dispute an invoiced amount, you must notify SPT in writing within 7 days of the date of the invoice, and the undisputed amount of the invoice must be paid on time.
  • 5.4 SPT may charge you an administration fee of $20 if a cheque presented by you is not honoured or if an electronic or credit card payment made by you is declined.
  • 5.5 If an amount remains unpaid after the 7th day of each month, you will be required to pay a late fee of $5.50, and the service provided to you may be suspended or terminated if the invoice remains unpaid for 30 days.
  • 5.6 SPT’s Automated Billing System may attempt to automatically charge a credit card stored on file if outstanding payments are not paid after 3 consecutive months without notice or warning. If this occurs it is at the discretion of SPT as to whether the payment(s), if captured, is refunded to the credit card stored on file.

 

6. TERM AND TERMINATION

6.1 This Agreement continues in force until terminated by the terms of the Agreement as established at commencement or by such other method as set out in the agreement.

6.2 You may terminate this Agreement at any time by providing to us two weeks written notice.

6.3 SPT may terminate this Agreement:

  • by providing two weeks written notice to you;
  • immediately and without notice, if Customer breaches this Agreement; or
  • if required by law or court order.

6.4 This Agreement automatically terminates if you provide notice to SPT in accordance with clause 16.2.

6.5 Upon termination of this Agreement, you will be provided with a final invoice for services provided to you up to the termination date.

6.6 You agree to pay the final invoice within 14 days of the date the invoice was issued.

6.7 All prior invoices which remain unpaid at the time of termination immediately become due and payable upon termination of this Agreement.

6.8 At the conclusion of the termination date and upon the end of the Agreement with you, SPT will delete your content from SPT’s computer system or prevent your content from being accessed via the Internet.

 

7. REGISTERED USERS

7.1 You may nominate one or more Registered Users to access and change your content and your social posting tools service.

7.2 Each Registered User of Customer will:-

  • be a natural person;
  • be associated with you, for example, as a principal, owner, employee or contractor;
  • be issued with a User ID and initial password; and
  • if e-mail is provided by SPT as part of the service requested by Customer, an e-mail address and mailbox.

7.3 You and each Registered User are responsible for maintaining the secrecy of passwords issued to you and your users.

7.4 All access to and use of any SPT’s service under a User ID and password will be assumed to be access and use by the Registered User to whom the User ID has been allocated.

7.5 You and your Registered Users must not knowingly permit another person to access the SPT service provided to you by using a User ID allocated to you or your Registered User.

7.6 You are responsible for all usage fees, and use and misuse of a SPT’s service, by any person using a User ID allocated to you or to your Registered User.

 

8. USE OF SPTS’S SERVICES

8.1 You and each of your Registered Users must use SPT’s services in a responsible, cooperative and professional manner

8.2 You are responsible for the content contained on your SPT Account. SPT does not exercise editorial control over your content.

8.3 You are responsible for obtaining and maintaining the equipment and telephone services necessary to access and use any of the SPT service and for any telephone charges associated with connecting to any of SPT’s service.

8.4 You cannot re-sell, on-sell or on-provide SPT’s services to third parties, and specifically you may not “sub-host” another’s website as part of your service except by written agreement with us.

8.5 We prohibit the following acts (Prohibited Acts):-

  • using a SPT service for any illegal purpose;
  • tampering with, hindering the operation of or making unauthorised modifications to a SPT’s service (other than within your own content in the normal use and operation of the our website);
  • deleting another’s data from a SPT’s service without permission;
  • knowingly transmitting a computer virus, worm or disabling feature to SPT, to another SPT customer or via a SPT service;
  • using a SPT service to access another’s computer system without permission;
  • using a SPT service to publish, transmit or store any communication or data that is defamatory, obscene, sexually explicit, abusive or violates any federal, state or local law or regulation;
  • using a SPT service to engage in misleading or deceptive marketing practices;
  • use a SPT service to conduct or promote a business that is illegal;
  • using a SPT service to copy, store, distribute or transmit any work in violation of another’s copyright, trade mark or moral rights;
  • using a SPT service to host a website for a third party;
  • using a SPT service to spam another or to send bulk email;
  • using another’s User ID or password to access a SPT’s service without permission; and
  • while using a SPT service, impersonating another person or entity.

8.6 An attempt to do a Prohibited Act is a Prohibited Act.

8.7 Knowingly permitting another to do a Prohibited Act is a Prohibited Act.

8.8 You must not do any Prohibited Acts.

8.9 You must instruct all of your Registered Users that they must not do any Prohibited Acts.

8.10 You are solely responsible for any Registered Users (or any person using the User ID allocated to a Registered User of Customer) who does any Prohibited Act.

8.11 You and each Registered User agree to notify SPT if Customer or the Registered User becomes aware that another person has obtained unauthorised access to a Registered User’s password, or if there is a threat to the security or proper operation of a SPT’s service.

8.12 "Third Party Services" are services that are not provided by SPT but ones that you may access or use in association with our services. They include Social Networks, which are social networking services supported by our services. This includes, and is not limited to Facebook, Instagram, LinkedIn, Telegram, YouTube, Google My Business, Pinterest and Telegram.

 

9 SUSPESION AND CANCELLATION OF SERVICE

9.1 You may cancel a Social Media Posting package by notifying SPT in writing or using your online control panel.

9.2 Without limiting SPT’s right to terminate under clause 6.3, SPT may suspend or cancel a SPT service, delete the Customer’s website from SPT’s computer system, or prevent access to Customer’s website, if:

  • there is an emergency;
  • you do not pay an invoice on time;
  • you become bankrupt, insolvent or a receiver, manager or liquidator is appointed;
  • you or a Registered User’s use of a SPT’s service interferes with the proper operation of SPT;
  • you breach this Agreement;
  • SPT believes (whether this belief is reasonable or not) you or a Registered User have performed or are attempting to perform a Prohibited Act;
  • SPT believes (whether this belief is reasonable or not) that your content infringes or may infringe another’s intellectual property rights, is defamatory, or may involve SPT in a legal dispute;
  • You bring legal action against SPT;
  • Your level of use of a SPT service is significantly greater than normal; or
  • required to do so by law or a court order.

9.3 SPT may temporarily suspend a SPT service if necessary to allow SPT to perform maintenance of SPT’s hardware or software.

9.4 Before suspending a service SPT will attempt to give you prior notice of the suspension and will attempt to minimise inconvenience to you.

 

10. OWNERSHIP

10.1 SPT and its respective suppliers retain ownership of all software and data provided by SPT to you, including all intellectual property rights therein.

10.2 SPT has no ownership rights in your website.

10.3 You warrant that your website does not and will not infringe the intellectual property rights of any other person.

10.4 Without limiting clause 13.1, you indemnify, will defend and hold SPT harmless from any claim, action, loss, damage, expense, or cost (including all legal costs and fees) arising out of or resulting from any claimed or actual intellectual property infringement by you or relating to your content.

 

12. LIMITATION OF LIABILITY

12.1 This clause limits SPT’s liability in relation to this Agreement. Please read it carefully.

12.2 To the maximum extent permitted by law, and at SPT’s option, you agree to limit SPT’s liability as the service provider to you and under this Agreement to you limited liability:

  • resupplying the service; or
  • paying for the resupply of the service.

12.3 To the maximum extent permitted by law, SPT is not liable to you or any Registered User:

  • for any act or omission which SPT does or fails to do in relation to this Agreement; and
  • for any loss or damage, whether direct or indirect or consequential, including time, money, good will, lost profits, damage to or loss of data, or damage to hardware or software, which may arise from the use, operation, maintenance or failed use of a SPT’s service or which may arise from delays, defects, errors, omissions or interruptions in a SPT service.

12.4 SPT does not warrant the quality, accuracy or fitness for any particular purpose of a SPT service. It is offered on a "as is" basis.

12.5 Due to technology, SPT does not warrant that your website will be accessible at all times or that any SPT service will be uninterrupted or error free.

12.6 You are responsible for:-

  • obtaining, installing and operating the hardware and software to use and access SPT’s services.
  • the creation and modification of your content.
  • all approvals, consents and permissions necessary in relation to your content.

12.7 You acknowledge that SPT services are provided in part using third party services and products.

12.8 You acknowledge that by SPT’s use of such third party services or products, if the service is restricted or interrupted, then the interruption may effect the provision of the SPT’s services to you.

12.9 SPT’s is not liable to you for any service interruptions cause by third party service or product providers.

12.10 SPT does not own or control the Internet and is not responsible for Internet problems, faults or delays.

 

13. INDEMNITY

13.1 You indemnify, and forever hold SPT harmless from any claim, action, loss, damage, expense, or cost (including all legal costs and fees) arising out of or resulting from:

  • any action of, representation made by, or conduct of you and your Registered Users;
  • the storage, transmission, display, operation, failed operation or publication of your content, including the content and information provided by you;
  • any breach of this Agreement by you;
  • any Prohibited Acts by you or your Registered Users; or
  • access to or use of a SPT’s service by you or your Registered Users.
  • in the event of disaster recovery where restoring data from backups is not possible.
  • Denial of service attacks, or similar attacks or other acts of hackers

 

14. VARIATION

14.1 The current version of this Agreement and associated Price Lists are available on-line at our hosting home page

14.2.1 SPT may vary the terms of this Agreement by written notice to you.

14.3 If you object to the change in terms, you must notify SPT in writing within 7 days of the change in terms, and cease using all services provided under this Agreement.

14.3 If SPT changes the Price List for any Social Media Posting service not used by you or if the change will not effect you, SPT may not notify you.

 

15. NOTICES

15.1 Written notice may be given by SPT to you by:

  • mail to your address recorded on the Agreement Form;
  • by email to your email address recorded on the Agreement Form; or
  • by fax to your fax number recorded on the Agreement Form;
  • by publishing changes on a website owned by SPT.

15.2 You may must report any change to your address, email or fax number by providing written notice to SPT within 7 days of any change.

15.3 Any written notice delivered to you by SPT via e-mail will be sent to you from help@socialpostingtools.com.au or hello@socialpostingtools.com.au

 

16. TAXES AND GST

16.1 You must pay any GST payable on the supply of SPT services.

16.2 You must pay to SPT any additional amount which SPT determines represents any GST payable by SPT for which SPT is not entitled to an input tax credit.

16.2 “GST” means any goods and services tax or any similar tax which may be imposed in Australia and have application to the supply of SPT services

16.3 If GST is payable, it will be calculated by multiplying the amount payable for this supply by the prevailing GST rate.

16.4 All of SPT plan prices referred to on the Price List and on our invoices are marked GST inclusive where required.

 

17. MISCELLANEOUS

17.1 SPT is not liable for any failure to comply with this Agreement if that failure is caused by an act beyond SPT’s reasonable control.

17.2 You may not transfer or assign this Agreement or any service provided under this Agreement without SPT’s prior written consent

17.3 SPT may assign this Agreement to a third party without your consent.

17.3 The cancellation or suspension of the Social Media Posting packages does not effect the provisions of this Agreement regarding limitation of liability and indemnity.

17.4 You may not set-off any claim against amounts payable to SPT.

17.5 SPT may, but is under no obligation to, monitor your website (including non-public sections) to ensure compliance with this Agreement and for any other reason considered appropriate by SPT.

17.6 You expressly permits and authorizes SPT to furnish to you electronically or by any other means selected, information prepared by SPT or by (or on behalf of) other entities, including advertising information and solicitations.

17.7 No terms are implied into this Agreement. The only warranties and representations made by SPT are those set out in this Agreement.

17.8 SPT is willing to enter into this Agreement only if you accept all the terms of this Agreement.

17.9 If there is an express inconsistency between this document and a Schedule or Price List, then the Schedule or Price List will prevail.

17.10 SPT is not responsible for any content you may access as part of or via your use of the Services (including audio and sound files, data files, images, graphics, animation, music, photographs, software, videos and written text) that were created by or are owned by a third party ("Third Party Content"), including advertisements, messages, or other sponsored content. Subject to local law, including the Australian Consumer Law, any responsibility or liability for any Third Party Content shall remain solely with the creator, owner, or licensee of such Third Party Content and not with SPT whatsoever.
17.11 You acknowledge and agree that Third Party Content is protected by the proprietary and intellectual property rights of the creator, owner and licensee of such Third Party Content. You must not modify, reverse-engineer, copy, rent, lease, loan, sell, resell, re-transmit, distribute, trade, publicly display or create derivative works of any Third Party Content, either in whole or in part, without obtaining a license from such creator, owner or licensee.
17.12 SPT, at its sole discretion, may, but is not obligated to, pre-screen, review, flag, filter, modify, refuse, suspend, or remove any Third Party Content that are provided to you as part of or via the Services, without giving prior notice to you.
17.13 You acknowledge and agree that, by using the Services, you may be exposed to Third Party Content that you may find offensive, indecent or objectionable and that, in that respect, you agree to use the Services at your own risk. You agree to assume such risk on behalf of any Minor for whom you are the Minor’s parent or legal guardian using the Services, and you agree to shield and not expose such Services from or to any Minor using the Services who is not your child or for whom you are not such Minor’s legal guardian
17.14 We may or may not add a tag in to your post, ie "Posted with Social Posting Tools".

17.15 SPT uses YouTube's API to connect users YouTube channels.  By using SPT's YouTube module, the user is agreeing to be bound the YouTube Terms of Service (https://www.youtube.com/t/terms) and Google's Privacy Policy (https://www.google.com/policies/privacy).
17.16 SPT uses Facebook's API to connect users to their Facebook pages and groups.  By using SPT's Facebook module, the user is agreeing to the Facebook's Terms of Service (https://www.facebook.com/terms.php)
17.17 SPT uses Twiter's API to connect users to their Twitter accounts.  By using SPT's Twitter module, the user is agreeing to the Twitter's Terms of Service (https://twitter.com/en/tos)
17.18 SPT uses Linkedin's API to connect users to their LinkedIn accounts.  By using SPT's LinkedIn module, the user is agreeing to the Linkedin's Terms of Service (https://www.linkedin.com/legal/user-agreement)
17.19 The user understands that SPT does not use Instagram's official API, but by using SPT the user is agreeing the Instagram's Terms of Service (https://help.instagram.com/1215086795543252?helpref=page_content)
17.20 The user understands that SPT does not use Pinterest's official API, but by using SPT the user is agreeing the Pinterest's Terms of Service (https://policy.pinterest.com/en/terms-of-service)

17.21 Social Accounts.  In order to connect and post to your social accounts, login connections must be made with each Social Network.  In some cases passwords of your social accounts must be provided to complete the connection.  All passwords are encrypted in SPT and are not shared or accessed by any third party.  You may receive a "new login notification" from a social network.  This new login be the location of SPT's severs, not your current location.

 

18. DEFINITIONS

18.1 Some of the terms used in this Agreement are defined in the Agreement Form at the front of this Agreement. The following additional terms are defined:

  • “Agreement” includes the Schedules, Terms of Use and Price Lists.
  • "Content" is a generic term that means all information and data (not limited to and including text, images, photos, videos, audio and documents) in any format that is uploaded, downloaded from or appears on our services.
  • "Social Networks" includes social media platforms that you use to post content to through our services. This includes Facebook, Instagram, Twitter, Pinterest, Google, Telegram & LinkedIn.
  • "Customer Content" is Content that you or authorized users provide to us, in part or in full, uploaded to our servers.
  • “SPT service” is a service provided by SPT to you in accordance with this Agreement.
  • “Price List” is the current price list or lists published by SPT on its website for the services provided by SPT.
  • “Registered User” is a person nominated in accordance with clause 9.1.
  • SPT is a division of Suncoast Group Pty Ltd ABN: 87 113 573 096
  • Any legal action is to be lodged with the respective organisations, whether it be Office of Fair Trading or the Maroochydore Magistrates Court, in the State of Queensland, Australia.