Postable Pro Terms and Conditions

These Terms and Conditions (Terms) are between the client named on the Order Form or online checkout (Client) and Nerdyness Pty Ltd ACN 606 764 103 trading as Nerdyness and Postable Pro (we, us, our). By signing an Order Form, completing checkout, accessing the software or otherwise accepting these Terms you agree to be bound by them.

 

Definitions

1.1 "Agreement" means these Terms together with the Order Form, any Schedules and any Purchase Confirmation.

1.2 "Services" means the agency services, software, coaching, onboarding, co-creation sessions, managed hosting, content creation and any other goods or services supplied by us (including Postable Pro software).

1.3 "Order Form" means the purchase order, quote, invoice or online checkout confirmation for Services.

1.4 "Client Content" means material, logos, credentials, copy, images and instructions provided by Client.

1.5 "Confidential Information" has the ordinary meaning and includes work product, pricing and any non-public information.

 

Acceptance and term

2.1 These Terms commence on the date the Client signs the Order Form or completes purchase and continue until all Services are performed or the Agreement is terminated in accordance with clause 17.

 

Services and scope

3.1 We will provide the Services described in the Order Form. Any variation to scope must be agreed in writing and may be subject to additional fees.

3.2 We may use subcontractors to perform any part of the Services, and Client consents to such subcontracting.

3.3 Uptime and availability

3.3.1 We do not guarantee 100 per cent uptime for any software, hosting, integrations or Services (including Postable Pro). Availability may be affected by factors outside our control, including third party providers, platform changes, scheduled maintenance, internet outages, security events, or force majeure events.

3.3.2 We will use commercially reasonable efforts to maintain availability and, where practicable, to provide prior notice of scheduled maintenance. Except as expressly provided in these Terms, we will not be liable for any loss, damage or cost arising from unavailability or interruption of Services.

3.4 Use of artificial intelligence in service delivery

3.4.1 We may use artificial intelligence tools and machine-assisted processes (AI) to assist with drafting, ideation, copywriting, image generation, data analysis, automation and other aspects of Service delivery. AI may be used by us directly, via third-party AI services, or by our subcontractors.

3.4.2 Client acknowledges that AI-generated outputs are probabilistic, may contain errors, omissions or inaccuracies, and should be reviewed and approved by the Client before publication or reliance. We do not guarantee the accuracy, suitability or fitness for purpose of AI-generated outputs except as expressly stated in these Terms.

3.4.3 Where it is necessary to input Client Content into AI tools or third-party AI services in order to perform the Services, the Client grants us a licence to do so and warrants that it has the right to provide such Client Content. We will handle any personal information in accordance with our Privacy Policy. We will not use Client Content to train or improve AI models, or for any unrelated training purpose, without the Client’s prior written consent.

3.4.4 To the extent the Client provides instructions that specify AI-generated content (for example, prompts, style guidance or source material), the Client remains responsible for verifying that final deliverables comply with law and platform rules, and the Client indemnifies us in accordance with clause 11 for any liabilities arising from the Client’s instructions to generate or publish such content.

3.5 Platform Continuity 
We deliver our Services using a white-label software platform provided by a third-party technology partner. While we take all reasonable steps to ensure continuity of service, we do not control the ongoing operation of that provider.

In the event that the underlying software platform is discontinued, significantly altered, or becomes unavailable for any reason, we may migrate your account and content to an alternative platform with comparable features and functionality. Any existing prepaid period or credit will be applied pro-rata to the replacement service.

We will make reasonable efforts to preserve your data and scheduled posts during any such transition; however, we cannot guarantee the recovery of all historical data or the exact replication of prior system features.

Such a change of platform does not constitute a failure to deliver Services, and refunds will not apply where an equivalent replacement service is offered.

Where possible, we will provide at least 30 days’ notice to affected Clients of any intended platform migration or discontinuation, and will use reasonable endeavours to export and migrate scheduled posts and Client data. Where full data recovery is not possible we will discuss reasonable remediation options with affected Clients.

  

Client obligations

4.1 The Client must (a) provide accurate Client Content, access, approvals and information as required; (b) respond to reasonable requests within a commercial time; and (c) ensure Client Content does not infringe third party rights or applicable laws.

4.2 The Client is responsible for all social media credentials and ownership/administration rights required for posting and integrations.

 

Fees and payment terms

5.1 Fees are set out in the Order Form/Sales Page. Unless otherwise stated, fees are exclusive of GST.

5.2 Payment terms are as set out in the Order Form/Sales Page. Where an instalment or payment plan is agreed: (a) if a payment is declined we will retry collection within 5 business days; (b) if payment remains unsuccessful after retries, access to the package, including coaching, software and quarterly co-creation sessions will be suspended and disabled until payment is received in cleared funds; and (c) we may require immediate payment of all outstanding instalments before restoring access.

5.3 Failure to pay when due entitles us to suspend Services and/or terminate the Agreement. We may charge reasonable collection costs and interest on overdue amounts to the extent permitted by law.

5.4 Additional time and hourly services

5.4.1 All extra time sessions (outside of the package inclusions) with Rose, delivered by phone, online meeting or in person are billed at our hourly rate of AUD $150 exclusive of GST. Charges for additional sessions will be invoiced and payable in accordance with clause 5 and may be charged to the Client’s nominated payment method.

5.4.2 Any additional time or services requested by the Client which are outside the scope of the Order Form or included support will be charged at this hourly rate unless otherwise agreed in writing.

5.5 Renewal, expiry and included coaching

5.5.1 After the 12 months of software access ends, you may renew your software access for a further 12 months. Current renewal pricing is AUD $56.25 per month (ex GST), billed monthly. Renewal fees, and the Services included with any renewal, are subject to change. We will notify you at the email address on your account of any change to renewal pricing or to the Services included with renewal at least 30 days prior to the renewal date. Any such change will apply from the start of the next renewal period and will not affect the access period you have already paid for.

5.5.2 There is no lock-in; you may choose not to renew at the end of your 12-month access period. If you do not renew, your access to the Postable Pro software and associated features will end on the final day of the then-current access period. Important: any posts you have scheduled for publication on dates after the end of your access period will not be published unless you renew and your access is active for those dates. 

5.5.3 Coaching and session inclusions on renewal: Renewal subscriptions include the software access and another set of 1:1 sessions with Rose, one session of 1.5 hours, and two sessions of 30 minutes each, together with access to quarterly group online sessions.
We reserve the right to revise the number, duration, format or delivery method of included coaching sessions on future renewals. Any such change will be notified to you in accordance with clause 5.5.1. Additional coaching or 1:1 time beyond the included allowance may be purchased at the hourly rate set out in clause 5.4.1 and is subject to availability.

Refunds and cancellations

6.1 Except as set out in this clause 6 or as required by law, all Sales are final and non-refundable.

6.2 Notwithstanding clause 6.1, the Client may request a refund in writing only if all of the following are true: (a) the request is submitted within 7 calendar days of the purchase date; (b) the Client has not received, attended, booked or otherwise consumed the onboarding co-creation session or any other paid Service; and (c) the Client confirms in writing that they have ceased use of any deliverables and deleted any electronic copies supplied. If these conditions are met we will issue a refund less any merchant or transaction fees reasonably incurred by us. Refunds will be processed within 14 business days of approval and refunded to the same method by which payment was received.

6.3 For subscription Services: cancellation is effective at the end of the then-current billing period unless otherwise agreed in writing. No refunds will be provided for completed billing periods. Any pro rata refunds where permitted will be calculated at our discretion, taking account of any discounts provided.

6.4 For clarity, if the Client has accessed, used or caused us to provide Services (including any login to software, any publishing of content, or attendance at any session) then no refund will be issued under this clause 6.

6.5 The Client acknowledges that nothing in these Terms excludes or limits rights that cannot be excluded under the Australian Consumer Law. If the Client is a consumer under the Australian Consumer Law and is entitled to a remedy for failure to comply with a consumer guarantee, that remedy will apply.

 

Licence, IP and ownership

7.1 Subject to payment in full, we grant the Client a non-exclusive, non-transferable licence to use deliverables for the Client’s business.

7.2 Our pre-existing tools, templates, systems and any third party software (including Postable Pro) remain our property or the third party’s property. Client receives no rights to underlying code, templates or system-level IP except the licence expressly granted in writing.

7.3 The Client warrants that it owns or is authorised to use all Client Content and grants us a licence to use Client Content for the purpose of providing the Services.

7.4 AI-generated deliverables and underlying model rights

7.4.1 Deliverables that incorporate AI-generated material are provided to the Client under the licence in clause 7.1 once payment for those deliverables has been made in full. The Client may use such deliverables for its business in accordance with the licence granted.

7.4.2 Notwithstanding clause 7.4.1, we or third-party AI providers retain all rights, title and interest in the underlying AI models, training data (other than Client Content), tools, and methodologies. The licence granted to the Client does not confer any rights to the underlying AI technology beyond use of the delivered materials as specified in these Terms.

 

Social media platforms, legal compliance and prohibited content

8.1 The Client acknowledges that use of social media channels (including but not limited to Facebook, Instagram, LinkedIn, TikTok, Pinterest, YouTube, BlueSky, X, Google Business Profile and Threads) is subject to each platform’s own terms, community standards and policies. The Client must not instruct us to create, publish or distribute content that would breach platform rules or applicable laws, including content that is unlawful, defamatory, discriminatory, harassing, hateful, pornographic, infringing, or that otherwise constitutes prohibited conduct.

8.2 The Client must ensure all campaigns and posts comply with Australian laws (including anti-discrimination, defamation and privacy laws) and applicable codes (for example advertising codes). The Client must not request or approve content that bullies, discriminates against, vilifies or otherwise harms protected groups or individuals.

8.3 We do not accept instructions to post content that we reasonably consider to be in breach of platform rules or law. Where we reasonably suspect content is unlawful or in breach of platform policy we may refuse, edit or remove content and notify the Client.

8.4 The Client is responsible for ensuring that any influencers or third parties engaged by the Client comply with platform rules and disclosure obligations.

 

Warranties and disclaimers

9.1 The Client warrants it has the right to provide Client Content and that such content will not breach laws or third party rights.

9.2 Except as expressly provided in these Terms, all warranties, representations and guarantees are excluded to the maximum extent permitted by law. To the extent permitted by law, we provide Services on an "as is" basis and do not warrant results, outcomes, reach, impressions, sales or specific platform actions.

9.3 AI-specific disclaimer

9.3.1 Where Services involve the use of AI, the Client acknowledges that AI outputs may be incomplete, inaccurate or unsuitable for a particular purpose. We do not warrant the accuracy, completeness or fitness for purpose of AI-generated outputs, and the Client must verify and approve all such outputs prior to publication or other reliance.

9.3.2 We will use commercially reasonable steps to select reliable AI providers and tools, but the use of those providers and tools does not constitute a guarantee of any particular outcome.

 

Limitation of liability and disclaimers of certain liabilities

10.1 To the maximum extent permitted by law, the total aggregate liability of Nerdyness Pty Ltd, its officers, directors, employees and subcontractors arising out of or in connection with these Terms, whether arising in contract, tort including negligence, statute or otherwise, is limited to the total Fees actually paid by the Client to us under the Order Form in the 12 months immediately preceding the claim.

10.2 To the extent permitted by law, in no circumstances will we be liable for any indirect, special, incidental or consequential loss, including loss of profits, loss of business, loss of goodwill, lost savings, or loss or corruption of data.

10.3 Nothing in this clause 10 limits or excludes liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded by applicable law, including any non-excludable consumer guarantees under the Australian Consumer Law.

10.4 Where the Client is a business acquiring Services for the purposes of a business, and not a consumer, the Client agrees that the remedies set out in clause 10.1 are the Client’s exclusive remedies arising out of or in connection with any failure of the Services.

10.5 The Client accepts that third party platforms and networks (for example Facebook, Instagram, LinkedIn, TikTok, Pinterest, YouTube, BlueSky, X and Google Business Profile) control and may change their platform rules, availability and algorithms at any time. We will not be liable for any action or inaction by a third party platform including content removal, account suspension, degraded distribution or changes that affect campaign outcomes. Where liability is permitted by law, the liability cap in clause 10.1 applies to claims arising from third party platform actions.

 

Indemnity

11.1 The Client indemnifies and holds us harmless from all losses, liabilities, damages, costs and expenses (including legal costs on an indemnity basis) arising out of: (a) Client Content that infringes third party rights or is unlawful; (b) Client’s breach of these Terms; (c) any claim resulting from content the Client requests us to publish that violates platform rules or laws. This indemnity survives termination.

11.2 Without limiting clause 11.1, the Client must indemnify us against any claim, loss, damage, liability or cost (including reasonable legal costs on an indemnity basis) arising from Client Content, Client instructions that breach platform rules or law, or the Client’s misuse of the Services. We may recover reasonable administration and remediation costs if we are required to remediate any breach caused by Client Content.

11.3 The Client further indemnifies us for any liability, loss or cost arising from the Client’s decision to publish or rely on AI-generated outputs without adequate verification and approval.

 

Campaign disclaimers and liability for outcomes

12.1 All campaign materials, captions, tags and disclaimers will be prepared in good faith. The Client agrees that we are not responsible for third party platform decisions (for example content moderation, content removal, account suspension, algorithm changes), or for outcomes of campaigns, and the Client will not hold us liable for such third party decisions except as required by law.

12.2 Where requested, we can include Client-approved disclaimers on campaign materials; Client remains responsible for the meaning, accuracy and legal sufficiency of any disclaimers.

12.3 Campaign disclaimers and third party platform limitations

12.3.1 Client agrees that all campaign materials, captions, tags and disclaimers will be prepared in good faith and that we will endeavour to include any Client-required disclaimers where requested.

12.3.2 The Client acknowledges and agrees that third party platforms control and may change platform rules, availability, algorithms and enforcement at any time. To the fullest extent permitted by law, Nerdyness Pty Ltd and Postable Pro are not responsible for third party platform decisions (including but not limited to content removal, account suspension, demotion of content, or algorithmic changes) and disclaim liability for such decisions and for campaign outcomes.

12.3.3 Nothing in clause 12.3 attempts to exclude or limit liability for matters that cannot lawfully be excluded, including certain consumer guarantees under the Australian Consumer Law.

Suggested campaign disclaimer wording (optional): “Materials published on behalf of the Client are published in good faith by Nerdyness Pty Ltd. Nerdyness and Postable Pro are not responsible for third party platform actions, decisions or availability, and disclaim liability for outcomes to the maximum extent permitted by law.”

 

Suspension and termination for abusive or unlawful activity

13.1 We reserve the right, in our absolute discretion, to suspend or terminate access to Postable Pro software, coaching or co-creation sessions where we reasonably consider a Client has breached these Terms or engaged in abusive, harassing, unlawful or otherwise unacceptable conduct or content. This includes content that violates platform terms, Australian law, or these Terms.

13.2 Where suspension occurs due to a payment default, the provisions of clause 5 apply. Where suspension occurs for breach, we may retain any prepaid fees to the extent permitted by law.

13.3 We reserve the right to cancel access to Postable Pro coaching sessions, the software and quarterly co-creation sessions at our discretion if we believe a user has violated our Terms of Service.

 

Privacy and data handling

14.1 We will handle any personal information in accordance with our Privacy Policy which is available at http://nerdyness.com.au/privacy-policy/. Client consents to Personal Information being used for the delivery of the Services and for communications relating to the Services.

14.2 The Client is responsible for obtaining any required consents for use of personal data in Client Content.

14.3 Support and contact methods

14.3.1 Primary support for Postable Pro is provided via the in-app chat feature within the Postable Pro software.

14.3.2 Where further support is required, support is available during Nerdyness business hours via email to support@nerdyness.com.au. Nerdyness business hours are as published on our website from time to time. Typically Monday to Friday 10am - 5.30pm AEST.  Response times are estimates only and are not guaranteed.

14.3.3 Any additional support time or services requested by the Client beyond the included support will be charged at the rate set out in clause 5.4 and invoiced in accordance with clause 5.

14.4 AI processing and data security

14.4.1 Where we use AI tools in the delivery of Services, Client Content may be input into those tools to enable us to perform the Services. We will take commercially reasonable steps to protect Client Content and personal information when transmitted to or processed by third-party AI providers, consistent with our Privacy Policy.

14.4.2 The Client must not provide Sensitive Personal Information as part of Client Content unless expressly requested and agreed in writing. The Client must ensure it has obtained any consents required by law for the processing of personal data in connection with the Services.

 

Confidentiality

15.1 Each party will keep Confidential Information confidential and not disclose it except to employees, subcontractors and professional advisers who need to know and are bound by confidentiality obligations. This clause survives termination.

 

Force majeure

16.1 Neither party is liable for delay or failure to perform to the extent caused by an event beyond reasonable control (including platform outages, major internet failure, strikes, natural disaster, or government action). The affected party must notify the other and use reasonable endeavours to mitigate the effect.

 

Termination and effect of termination

17.1 Either party may terminate for material breach if the breach is not remedied within 14 days of written notice. We may terminate or suspend immediately if Client engages in conduct we reasonably consider unlawful or abusive.

17.2 On termination Client must pay all outstanding fees for Services performed to date and return or destroy Confidential Information.

 

Notices

18.1 Notices must be in writing and delivered by email to info@nerdyness.com.au or otherwise as advised. Notices are taken as received on the next business day following transmission (if sent by email).

 

Assignment

19.1 The Client must not assign the Agreement without our prior written consent. We may assign or novate the Agreement to an affiliate or purchaser.

 

Amendments

20.1 We may update these Terms from time to time. For material changes we will notify the Client in writing. Continued use of Services after notice constitutes acceptance of the amended Terms.

 

Governing law and jurisdiction

21.1 This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of courts in Queensland.

 

Severability and entire agreement

22.1 If a provision is invalid it will be severed and the remainder of the Agreement continues. These Terms, together with the Order Form and any schedules, comprise the entire agreement.

 

Electronic signatures and execution

23.1 The parties agree that electronic signatures and online acceptance constitute valid and binding execution.

 

Miscellaneous

24.1 Headings are for convenience only. No waiver is effective unless in writing and signed by the party granting it.

24.2 Nothing in this Agreement creates a partnership or agency relationship except where expressly stated.


Legal notice (non-contractual): This document is provided for reference and convenience only. It does not form part of the Agreement and is not intended to replace independent legal advice. Each party may obtain independent legal advice if they consider it necessary.