1. Acceptance of these terms
These Terms & Conditions ("Terms") form a binding agreement between you and Prodesk (ABN 38 696 024 432, ACN 696 024 432) ("we", "us", or "our"). By creating an account or otherwise accessing or using the platform, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not use the platform.
If you use the platform on behalf of a business or organisation, you represent that you have the authority to bind that entity to these Terms.
2. About the platform
Prodesk provides an online platform that connects brands, agencies, and independent contractors to create proposals, manage projects, communicate, and process payments for creative and professional work. We provide the tools and infrastructure; we are not a party to the agreements that users enter into with one another for the provision of services.
3. Eligibility and accounts
You must be at least 18 years old and capable of forming a legally binding contract to use the platform. You are responsible for providing accurate information when registering and for keeping it up to date.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorised use. You may select a role (brand, agency, or contractor), and additional roles or permissions may apply depending on how you use the platform.
4. Roles and relationships between users
The platform facilitates engagements between brands, agencies, and contractors. Any contract for services formed through the platform is solely between the relevant users. We do not employ contractors, do not control the work performed, and are not responsible for the quality, legality, timeliness, or outcome of any services, proposals, or projects exchanged between users.
5. Acceptable use
When using the platform, you must not:
- Use the platform for any unlawful, fraudulent, or unauthorised purpose.
- Upload or transmit content that is infringing, defamatory, obscene, harmful, or that violates the rights of others.
- Attempt to gain unauthorised access to the platform, other accounts, or our systems.
- Interfere with, disrupt, or impose an unreasonable load on the platform or its infrastructure.
- Use the platform to circumvent fees, or to solicit users to transact outside the platform in a way that avoids applicable fees.
- Scrape, copy, or harvest data from the platform without our permission.
- Misrepresent your identity, affiliation, or role.
6. User content and intellectual property
You retain ownership of the content you upload or create on the platform ("User Content"). You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, and display your User Content solely to operate and provide the platform and to make it available to the users you choose to share it with.
You are responsible for ensuring you have the rights necessary to upload and share your User Content. All intellectual property rights in the platform itself, including its software, design, and branding, remain owned by us or our licensors. Nothing in these Terms transfers those rights to you.
7. Proposals, projects, and engagements
Proposals, packages, projects, and similar artifacts created on the platform represent agreements between the users involved. You are responsible for reviewing the scope, pricing, and terms of any proposal before accepting it. Accepting a proposal or completing a checkout may create a binding commitment between you and the other party and may trigger payment obligations.
8. Payments, fees, and payouts
Payments on the platform are processed by third-party payment providers, including Stripe and Wise. By making or receiving payments, you agree to the applicable terms of those providers. We may charge platform fees and commissions, which are deducted or distributed as described at the time of the transaction.
Payouts to agencies, contractors, and other recipients are subject to the relevant commission splits, verification requirements, and payout schedules in effect. You are responsible for providing accurate payout details and for any taxes applicable to amounts you earn or pay. Except as required by law or expressly stated, fees and platform charges are non-refundable.
9. Subscriptions and recurring billing
Some features are offered on a subscription or recurring billing basis. Where you subscribe, you authorise us and our payment providers to charge the applicable recurring fees until the subscription is cancelled. Cancellation takes effect at the end of the current billing period unless otherwise stated.
10. Third-party services
The platform relies on and integrates with third-party services for hosting, authentication, email, analytics, and payments. Your use of those services may be subject to their own terms, and we are not responsible for the acts, omissions, or availability of third parties.
11. Disclaimers
To the maximum extent permitted by law, the platform is provided "as is" and "as available" without warranties of any kind, whether express or implied. We do not warrant that the platform will be uninterrupted, error-free, or secure, or that it will meet your requirements. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under the Australian Consumer Law that cannot lawfully be excluded.
12. Limitation of liability
To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the platform. Where our liability cannot be excluded but can be limited, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.
13. Indemnity
You agree to indemnify and hold harmless Prodesk and its officers, employees, and agents from any claims, liabilities, damages, losses, and expenses arising out of your use of the platform, your User Content, your dealings with other users, or your breach of these Terms or applicable law.
14. Suspension and termination
You may stop using the platform and close your account at any time. We may suspend or terminate your access to the platform, with or without notice, if you breach these Terms, create risk or legal exposure for us, or if we are required to do so by law. On termination, the provisions of these Terms that by their nature should survive will continue to apply.
15. Privacy
Our collection and handling of your personal information is governed by our Privacy Policy, which forms part of these Terms. By using the platform, you consent to that handling.
16. Changes to these terms
We may update these Terms from time to time. We will post the updated Terms on this page and revise the effective date above. Your continued use of the platform after any change constitutes your acceptance of the updated Terms.
17. Governing law and disputes
These Terms are governed by the laws of the State of Queensland, Australia. You submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia. We encourage you to contact us first so we can try to resolve any dispute informally before commencing formal proceedings.
18. Contact us
If you have any questions about these Terms, please contact us at sajat.s@noize.com.au, or by mail at 227/10 Albert Avenue, Broadbeach QLD 4218, Australia.