Terms of Service

Last updated 25 May 2018. In effect as of 25 May 2018.

These Terms of Use (Terms) govern your use of our website located at https://skedsocial.com (including subdomains), the Sked Social service, and any applications provided by us (collectively Service), and form a binding contractual agreement between you, the user of the Service and us, Dialogue Consulting Pty Ltd ACN 153 007 259 (trading as Sked Social). These Terms should be read in conjunction with our Privacy Policy.

For that reason these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Service. You can contact us on 1300 846 768 (Australia) or +61 1300 846 768 (International).

By registering to use or using the Service you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them. If you do not agree to the Terms, you must not use the Service.

1 Application of terms

1. These Terms apply to all users of the Service, whether you are using the Service on your own behalf or on behalf of another individual or organisation. If you are using the Service on behalf of an organisation with their authorisation, these Terms bind you in your personal capacity and the relevant organisation.
2. We may update or change the Terms at any time at our discretion. If we change the Terms, we will notify you by alerting you through our web platform. You must agree to be bound by the updated Terms by clicking “OK” before continuing to use the Service.
3. If you do not agree to the updated Terms, you must not continue to use the Service.

2 The Service

1. We grant you a non-exclusive, worldwide, non-transferable, revocable right to use the Service in accordance with these Terms.
2. You may access and use the Service (including any incidental copying that occurs as part of that use) in accordance with these Terms. You may also print one copy of any page within the Service for your own personal, non-commercial use.
3. By logging into the Service and inputting your Instagram account details into the Service, you grant us the right and appoint us as your agent to use any information or content provided by you to conduct actions on your behalf, at your direction (such as posting that content to Instagram) in providing you the Service.
4. You acknowledge and agree that the Service is not affiliated with or authorised by Instagram, and any access to Instagram (including via the Service) is governed by Instagram’s Terms of Use.
5. The Service contains links to other websites as well as content added by people other than us. We do not endorse, sponsor or approve any such user generated content or any content available on any linked website.
6. We do not have any obligation to monitor, edit or remove content provided by our users to the Service.
7. You acknowledge and agree that:
   1. we retain control over the Service and may alter, amend or cease the operation of the Service at any time in our sole discretion (we will give you reasonable notice of any alteration that materially adversely affects the functionality of the Service); and
   2. the Service may be unavailable from time to time (including for maintenance purposes). To the extent possible, we will notify you of any scheduled downtime.

3 Your Rights And Obligations

1. You must not add any content to the Service:
   1. unless you hold all necessary rights, licences and consents to do so;
   2. that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
   3. that is or could reasonably be considered to be spam, obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, unlawful, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
   4. that would bring us, or the Service, into disrepute; or
   5. that infringes the intellectual property or other rights of any person.
2. You must not:
   1. attempt to duplicate or replicate, or reproduce, modify or prepare derivative works of, the Service, our content or any other material that you do not own;
   2. intentionally distribute viruses, malicious code or other items of a destructive or deceptive nature;
   3. access another person’s account (including Instagram account) without permission or give any third party access to your account with us;
   4. alter, disable, interfere with or circumvent any aspect of the Service or test or reverse-engineer the Service in order to find limitations, vulnerabilities or evade filtering capabilities; or
   5. do anything designed to affect access to or the integrity of the Service.

4 Payments

You acknowledge and agree that:

1. we will debit your nominated payment method on the specified billing date (the day that your trial period ends) each month for the next month in advance, unless you cancel the Service prior to this date; and
2. in the event you cancel the Service, refund of any monies paid is at our discretion (that is, payments are non-refundable, except at our discretion).

5 Intellectual Property

1. Nothing in these Terms constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Service.
2. We acknowledge that as between you and us, you own all intellectual property rights in the content that you provide to the Service or otherwise provide to us for the purpose of providing the Service.
3. By posting or adding any content to the Service, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that content in any way (including, without limitation, by reproducing, changing, and communicating the content to the public) to provide you with the Service.
4. We may sub-licence the licence in paragraph 5(3) to third party service providers who assist us in providing the Service.
5. You consent to any act or omission which would otherwise, but for this clause, constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.
6. The licence in paragraph 5(3) will survive any termination of these Terms.
7. You represent and warrant to us that you have all necessary rights to grant the licences and consents set out in this clause 5.

6 Data Privacy

1. We acknowledge that, for the purposes of applicable data protection legislation in Europe, we act as a data processor with respect to the personal information that you provide to us.
2. A description of the personal information can be found at Appendix 1 to Annex 1 of these Terms. The duration of data processing shall be for the term of these Terms.
3. We will process any personal information solely in accordance with your written instructions and will immediately inform you if we believe that to do so would breach applicable data protection legislation.
4. If we are required by applicable law to process the personal information without any instructions from you, or contrary to your instructions, we will tell you about it (unless we are not allowed to as a matter of law).
5. We will:
   1. ensure that our staff have committed themselves to confidentiality or are under an appropriate legal obligation of confidentiality;
   2. cooperate with you to enable you to satisfy your obligations under applicable data protection laws to respond to the exercise of any data subject rights;
   3. put in place security measures as required under applicable data protection legislation;
   4. cooperate with you and assist you to comply with your data security obligations, including notifying you of any Personal Data Breach;
   5. at your option, return or delete all personal information, unless we are required by law to keep such personal information;
   6. provide you with appropriate information, and allow for and contribute to audits, including inspections, conducted by you or an auditor appointed you; and
   7. only appoint a subcontractor in circumstances where we have notified you in advance of the identity of the subcontractor, given you the opportunity to object, and made sure that the subcontractor is subject to data privacy obligations equivalent to those set out in this clause 6.
6. If you are located in the EU so that the transfer of personal information outside of the EEA requires appropriate safeguards to be in place, we both agree that we will comply with the requirements of the Standard Contractual Clauses for the transfer of personal data to processors established in third countries as set out in Annex 1 to these Terms. To receive a copy of these terms for legal execution, email our support team at [email protected]

7 Warranties

You represent and warrant to us that:

1. all Instagram accounts added to the Service are owned or controlled by you;
2. you own the content provided by you to the Service, or, if you are using the Service on behalf of another person or organisation, you have the necessary permission to provide content on that person or organisation’s behalf;
3. you will use the Service in accordance with these Terms;
4. your use of the Service does not infringe any person’s intellectual property or other rights; and
5. you have the legal capacity and the authority to enter these Terms.

8 Liability

1. You are liable for any loss or damage directly or indirectly caused by any breach of your obligations under these Terms. You indemnify us for any loss or damage we suffer as a result of your breach of these Terms (including the warranties you give us under these Terms), or any wilful misconduct, unlawful acts or negligence in your use or misuse of the Service.
2. To the full extent permitted by law, we exclude all liability for all claims, expenses, loss, damage and costs made against or incurred by you directly or indirectly arising out of or in connection with your use of the Service or your inability to use the Service, including in respect of economic loss, loss of data, interruption of business or any consequential or incidental damages.
3. Our total liability to you for breach of contract under these Terms, for tort (including negligence), or for any other cause is limited to an amount equal to the total aggregate fee that you paid for the Service for the one month period immediately preceding the day upon which our liability arose.
4. To the full extent permitted by law, we exclude all terms, representations, warranties, conditions, guarantees or obligations (whether express or implied) other than those expressly set out in these Terms.
5. These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied terms, representations, warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any breach of a term, condition or warranty implied under any law which cannot be excluded to, at our option:
   1. the supply of the Service again; or
   2. the payment of the cost of having the Service supplied again; or
   3. a pro-rata payment for the remainder of your subscription for that period.

9 Termination

1. These Terms terminate automatically if, for any reason, we cease to operate the Service.
2. We may otherwise terminate or suspend your access to the Service immediately, on notice to you, if you have breached these Terms in any way.
3. You may cancel the Service at any time by notifying us.
4. All rights granted to you in these Terms cease upon termination.

10 General

1. You must not assign, sublicence or otherwise deal in any other way with any of your rights under these Terms.
2. If a provision of these Terms is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
3. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
4. Without prejudice to Clause 9 of the Standard Contractual Clauses, these Terms are governed by the laws of Victoria, Australia and each party submits to the jurisdiction of the courts of Victoria, Australia.

Annex 1: Data Processing Agreement

View a sample Annex 1 agreement here. To sign the agreement, click this link and follow the prompts.