These Terms & Conditions (“Terms”) form a legally binding agreement between you (“Client,” “you,” or “your”) and Sao Digital Pty Ltd (ABN: 42 678 867 500) (“Sao Digital,” “we,” “us,” or “our”) regarding your use of our social media management and related services (“Services”). By signing up for, subscribing to, or using our Services, you agree to these Terms. If you do not agree, please discontinue using our Services immediately.

We may update these Terms at any time. If we make material changes affecting prices, deliverables, or your rights, we will notify you by email. Continued use of the Services after receiving notice of such changes constitutes acceptance of the updated Terms.

1. Definitions

1.1 Definitions:

• “Content” refers to all materials created by Sao Digital, including but not limited to social media posts, videos, graphics, and podcasts.
• “Client” refers to the individual or entity subscribing to Sao Digital’s services.
• “Revisions” refer to changes or modifications requested by the Client after the initial delivery of Content.
• “Scheduling Platform” refers to the third-party software used to schedule and post approved Content to social media channels.
• “Content Approval Platform” refers to the separate third-party software used by Clients to review, comment, and approve Content before it is scheduled or published.

2. Overview of Services

2.1 Nature of Services:
Sao Digital provides social media management, content creation (including static and dynamic posts), short-form video editing content, podcast editing, scheduling, and related support services. Our services are subscription-based and delivered remotely. We are a cost-effective provider, not a full-service agency. We do not guarantee any specific commercial results such as increased followers, sales, or engagement, as many factors are outside our control.

2.2 Subscription Plans:
We offer multiple subscription plans detailed on our website and marketing materials. Each plan varies by price, the number and type of social media posts provided, short-form video editing content, podcast editing services (if selected), and level of support.

2.3 Client Portal and Platforms:
You will have access to our secure Client Portal, where your posts are delivered. Additional features—such as access to our Scheduling Platform and Content Approval Platform—are available only on paid plans. For higher-tier plans, you may be assigned an account manager.

2.4 Supported Channels:
We work with multiple social media platforms through third-party scheduling and approval software. We reserve the right to modify which platforms we support at any time. Supported platforms currently include, but are not limited to, Facebook, Instagram, LinkedIn, TikTok, Pinterest, X (formerly Twitter), and Google Business Profiles.

2.4.1 Third-Party Software Downtime:
We are not liable for any downtime, disruptions, or failures of these third-party scheduling and approval software platforms. While we strive to ensure seamless service, the availability and performance of these platforms are beyond our control. In the event of such issues, we will notify you promptly and make reasonable efforts to resume Services as soon as possible.

2.5 AI-Generated Content:
While our dedicated team of skilled professionals primarily handles the creation and management of your social media content, we may incorporate AI-generated assets or models for specific tasks to enhance efficiency and creativity. This approach ensures that your content retains an authentic and creative touch while benefiting from AI-driven innovation.

2.6 Add-Ons:
Sao Digital offers a variety of additional services (“Add-Ons”) that clients can purchase to enhance their selected subscription plans. Add-Ons can be either one-time purchases or ongoing monthly services. One-time Add-Ons will be billed in the month they are selected, while monthly Add-Ons will be incorporated into your existing subscription and billed alongside your regular subscription fees. All Add-Ons can be selected and managed through the Client Portal, and their availability may depend on your chosen subscription plan. Detailed descriptions and pricing for each Add-On are available within the Client Portal. By selecting an Add-On, you agree to adhere to any additional terms and conditions associated with that service.

3. Third-Party Services

3.1 Use of Third-Party Scheduling Portal:
By opting to utilise our scheduling services, you agree to the terms and conditions of the third-party Scheduling Portal and its Privacy Policy. We have thoroughly vetted this platform to ensure it meets our security and privacy standards.

3.2 Use of Third-Party Feedback/Approval Portal:
By purchasing, subscribing to, or using our services, you agree to the terms and conditions of the third-party Feedback/Approval Portal and its Privacy Policy. This platform is essential for facilitating the review and approval of your Content and has been vetted for security and reliability.

3.3 General Assurance:
All third-party platforms integrated into our Services have been carefully selected and vetted to ensure they adhere to industry-standard security measures and privacy practices. We are committed to maintaining the confidentiality and integrity of your data.

3.4 Third-Party Tools and Integrations:
Our services may integrate with or rely on third-party platforms and tools for scheduling, content approval, and other functionalities. Sao Digital is not responsible for the availability, functionality, or reliability of these third-party tools, nor for any damages arising from their use. You acknowledge that such tools are subject to the terms and conditions of their respective providers.

4. Acceptance of Terms and Changes

4.1 Agreement to Terms:
By purchasing, subscribing to, or using our services, you agree to be legally bound by these Terms, our Privacy Policy, and any other documents expressly incorporated by reference.

4.2 Changes to Terms:
We may update or change these Terms at any time. If we make material changes that affect payments, timing, or the substance of posts or deliverables, we will notify you by email. Your continued use of the service after such notice constitutes acceptance of the revised Terms.

5. Engagement & Onboarding

5.1 Starting Your Service:
Your subscription begins when you sign up and complete both the Onboarding Form (providing brand details) and the Intake Form (providing service details) on a paid plan. Prompt completion of these forms helps us deliver content faster.

5.2 Onboarding Process:
After signing up, you will receive an intake form to provide branding details, content preferences, target audiences, and any special instructions. We rely on the information you provide to create tailored content.

5.3 Initial Deliverables:

5.3.1 Social Media Posts:

• You will receive 3 free static posts with basic revisions to allow you to experience our service. Dynamic posts may be provided at our discretion and are not guaranteed as part of this trial.
• You will have access to these posts on our Client Portal.

5.3.2 Short-Form Video Editing Content:

• Please note that our Short-Form Video Editing Content service is currently under development. Free trial options for video content are subject to the service’s official release.
• Video Length Guidelines: The maximum duration for a single short-form video is 2 minutes. Any video exceeding this limit will count as 2 (or multiple) videos within your plan depending on the length. However, if a video exceeds the limit only slightly or an alternative arrangement is agreed upon, it may count as 1 video.

• Complex Videos & Additions Considerations: For video requests that involve extensive editing or incorporate advanced visual elements, an additional review will be conducted to determine the appropriate video count under your plan. Complex projects may include, but are not limited to:

  • Full-scale animations
  • 3D visual effects (VFX)
  • Advanced motion graphics
  • Intricate visual effects and compositing
  • Layered dynamic transitions
  • Any other specialised or resource-intensive editing techniques

  If a project meets these complexity criteria, it may be counted as multiple videos within your plan, even if the final runtime is within the standard short-form duration. However, if the additional complexity is marginal or an alternative arrangement is mutually agreed upon, the project may still be counted as a single video. Please contact our team for a detailed assessment and to discuss custom arrangements tailored to your specific project requirements.

5.3.3 Podcast Editing:
Podcast Editing services do not include a free trial. However, demos or trial options may be provided upon request.

6. Deliverables, Revisions & Scheduling

6.1 Content Creation & Revisions:
We will create static and/or dynamic social media posts and short-form videos aligned with your brand guidelines. Free trial users receive basic revisions on the posts delivered via the Client Portal; on paid plans, revisions are unlimited. However, excessive, repetitive, or unreasonable revision requests may cause delays.

6.2 Approvals and Posting:
For free trial users, approved content is provided solely on the Client Portal. For clients on paid plans, once you approve the content on our Content Approval Platform, and you have opted for auto-posting it will be scheduled on your connected social media channels via our Scheduling Platform. If you do not provide feedback within a reasonable time (typically 1–3 days, with a maximum of 7 business days) after the content is available for review, your posts will stay unpublished. We will never publish posts or videos without explicit approval. Unapproved content remains on the platform and may accumulate in a backlog. Continued silence constitutes acceptance of the deliverables.

6.3 Content Turnaround:
Our content is delivered on a drip-feed schedule, generally every 2–7 business days. Delays may occur due to revisions, lack of feedback, or unforeseen circumstances.

6.4 Client Involvement:
Your involvement is minimal by design. However, timely feedback and approvals are essential for optimal results. You retain full control of your social media accounts and may post additional content independently at any time.

7. Cancellations, Refunds, Payment Issues & Payment Methods

7.1 Cancellation Anytime:
You may cancel your subscription at any time via the Client Portal. Cancellation takes effect at the end of your current billing cycle. No pro-rata refunds are provided for partial months.

7.2 Refund Policy:
Refunds are not offered once you transition to a paid plan following the free trial, ensuring that you have had the opportunity to assess our services before committing financially.

7.3 Payment Failure:
If your payment does not process, we will notify you via your registered email. If unresolved within 7 days, access to Services will be temporarily suspended until payment is received. Continued non-payment may result in termination of your subscription.

7.4 No Refunds After Trial:
After the trial period, all fees are non-refundable except as required by Australian Consumer Law (ACL). Refunds are not available if you change your mind, do not use the service, or are dissatisfied after the free trial. Remedies will be provided if our service fails to meet consumer guarantees under the ACL.

7.5 Business Closure or Unforeseen Events:
If we must cease operations unexpectedly (e.g., due to business closure), we will:

• Endeavour to complete outstanding posts and videos within the current billing month.
• Issue a prorated refund for the unused portion of your subscription if completion is not possible.

7.6 Payment Methods:
We offer three payment options: PayPal, Stripe, or manual payment via bank transfer. For manual bank transfers, you may set up a recurring transfer. Upon receipt of your payment, services will continue without interruption. However, if payment is not received as scheduled, you will be issued a reminder, and if the outstanding amount remains unpaid, we reserve the right to suspend services until payment is received.

8. Compliance with Australian Consumer Law (ACL)

8.1 Your Rights Under ACL:
Nothing in these Terms limits your rights under the ACL. If a statutory guarantee applies, we will provide remedies as required by law, including repair, re‑supply, or refund where appropriate.

8.2 No Guaranteed Outcomes:
Content quality is subjective. While we create content aligned with your brief, we cannot promise specific commercial outcomes or results.

9. Intellectual Property & Licensing

9.1 Ownership of Deliverables:
All templates, methodologies, and proprietary materials used to create your posts and videos remain the intellectual property of Sao Digital Pty Ltd until full payment is received. Upon full payment, you are granted a non‑exclusive, non‑transferable license to use the created content on your social media channels. You shall not resell, redistribute, or repurpose the content for third‑party commercial purposes without our prior written consent.

10. Secure Scheduling & No Credentials Required

10.1 No Password Sharing:
We use a secure Scheduling Platform and a separate Content Approval Platform and do not require your social media account passwords. Only the Scheduling Platform requires login credentials via a secure connection; the Content Approval Platform does not require additional credentials. We will never ask you to disclose your account passwords.

10.2 Disconnections:
If a social media platform disconnects from our Scheduling Platform due to password changes, policy updates, or other reasons beyond our control, we will notify you promptly. You are responsible for reconnecting your accounts. We will resume posting once access is restored. Missed posts due to prolonged disconnection are not grounds for a refund, though we may, at our discretion, make up missed posts.

11. Indemnity

11.1 General Indemnity:
You agree to indemnify and hold harmless Sao Digital Pty Ltd, its directors, officers, employees, agents, and affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms.
• Your infringement of any third-party rights, including intellectual property, privacy, and publicity rights.
• Any content you provide or instruct us to post that infringes on third-party rights or violates any laws.
• Any claims arising from your use of our Services in an unlawful manner.

11.2 Social Media Account Issues:
You agree to indemnify Sao Digital Pty Ltd and its affiliates from any losses, damages, or expenses arising from issues with your social media accounts, including suspensions, copyright issues, loss of access, or deletions.

12. Limitation of Liability

12.1 Limitation of Liability:
To the extent permitted by law, Sao Digital Pty Ltd, its directors, employees, and agents shall not be liable for any indirect, consequential, incidental, or special damages (including loss of profit, business interruption, or data loss) arising from these Terms or our Services. Our total liability is limited to the amount paid for the services in the preceding one (1) month.

13. User Feedback, Publicity & Reputation

13.1 User Feedback:
We welcome and encourage client feedback. By submitting feedback, you agree that it is non‑confidential and that we may use, modify, and incorporate it into our Services without any obligation to compensate you.

13.2 Publicity:
Unless otherwise agreed in writing, you grant Sao Digital the right to feature your company and selected content in our customer portfolio and on our website. Specific restrictions must be outlined in a prior written agreement.

13.3 Non‑Disparagement:
You agree not to make any public statements or take actions that disparage or harm the reputation of Sao Digital Pty Ltd. Any disputes or concerns regarding our services should be resolved directly with us in a professional and private manner.

14. Confidentiality & Privacy

14.1 Confidential Information:
Any confidential information you provide will be used solely to deliver our Services. We will not disclose such information except as required by law or necessary to deliver our Services.

14.2 Privacy Policy:
Your personal information is handled according to our Privacy Policy, available on our website. By using our Services, you consent to the collection, use, and disclosure of your information as described therein.

15. Governing Law & Jurisdiction

15.1 Governing Law:
These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

15.2 Dispute Resolution:
Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Victoria, Australia.

16. Severability

16.1 Severability:
If any provision of these Terms is deemed unenforceable by a court of competent jurisdiction, that provision will be modified or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17. Notices & Communication

17.1 Notices:
All notices required under these Terms will be deemed given when sent to the email address associated with your account. It is your responsibility to keep your contact details up-to-date.

18. Entire Agreement & Waiver

18.1 Entire Agreement:
These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Sao Digital Pty Ltd regarding the services provided.

18.2 Waiver:
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19. Termination

19.1 Termination by Client:
You may terminate your subscription at any time via the Client Portal. Termination takes effect at the end of your current billing cycle. No refunds are provided for partial months.

19.2 Termination by Sao Digital:
We reserve the right to terminate your subscription immediately if you breach these Terms or engage in unlawful or inappropriate conduct. Upon termination, you will lose access to all Services and platforms.

20. Force Majeure

20.1 Force Majeure:
Neither party shall be liable for failure to perform its obligations under these Terms if such failure results from events beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, government restrictions, or third-party service failures.

21. Non-Solicitation

21.1 Non-Solicitation:
During your subscription and for 12 months thereafter, you agree not to directly or indirectly solicit or hire any of Sao Digital’s employees or contractors without prior written consent.

22. Data Protection and Security

22.1 Data Handling:
We adhere to all applicable data protection laws. Any personal information you provide will be handled as described in our Privacy Policy.

22.2 Data Security:
We implement industry-standard security measures to protect your data from unauthorised access, disclosure, alteration, or destruction. However, no method of transmission or electronic storage is entirely secure.

23. Dispute Resolution

23.1 Dispute Resolution:
If any dispute arises under these Terms, both parties agree to attempt to resolve it through good faith negotiations. Should negotiations fail within 30 days, the dispute may be referred to mediation. If mediation fails, the dispute will be submitted to the exclusive jurisdiction of the courts in Victoria, Australia.

24. Electronic Communications

24.1 Electronic Communications:
By using our Services, you consent to receive electronic communications from us regarding your account and service-related information. Such communications satisfy any legal requirement for written notices. You may unsubscribe from non‑essential communications via the instructions provided, though essential account notices cannot be unsubscribed from.

25. User Responsibilities

25.1 User Responsibilities:
You agree to:

• Provide accurate and complete information during onboarding.
• Maintain the confidentiality of your account credentials and notify us of any unauthorised use.
• Ensure that any materials, content, or assets you provide do not infringe on the intellectual property or other rights of third parties.
• Provide timely feedback and approvals on content delivered via the Client Portal to facilitate prompt service delivery.
• Keep your contact and account information up to date and promptly inform us of any changes that may affect service delivery.
• Cooperate with our team by responding to queries and providing any additional information required for effective service delivery.
• Refrain from using our Services for any unlawful, fraudulent, or unauthorized purposes, and comply with all applicable laws and regulations.
• Acknowledge that delays in providing necessary information or approvals may result in delays in service delivery, for which we shall not be held responsible.

26. Contact Information

If you have any questions about these Terms & Conditions, please contact us at:

Sao Digital Pty Ltd
ABN: 42 678 867 500
Level 3, 2 Brandon Park Drive,
Wheelers Hill, VIC 3150, Australia
Phone: +61 (02) 4326 0840
Email: [email protected]

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.