UPSOUL — SERVICES TERMS & CONDITIONS Effective date: March 9, 2025 Archived: June 9, 2026 This version has been superseded. The current Terms & Conditions are at upsoul.com.au/terms. --- These Terms and Conditions ("Agreement") govern the provision of services by UPSOUL ("Upsoul," "we," "us," or "our"), a business registered in Western Australia, to you ("Client," "you," or "your"). By engaging our services, you agree to be bound by this Agreement. 1. DEFINITIONS "Services" means web design, SEO strategy and content, CRM configuration, automation, and related digital marketing services provided by Upsoul. "Platform" means any third-party software or white-label tools used to deliver the Services. "Content" means any material created by Upsoul on your behalf, including website copy, blog posts, and marketing materials. 2. SERVICES Upsoul will provide the Services as agreed in writing (email, proposal, or statement of work). We reserve the right to modify, update, or discontinue any component of the Services with reasonable notice. We use AI-assisted tools and human review in our workflows; you acknowledge that AI-generated outputs are reviewed before delivery. 3. FEES AND PAYMENT Fees are as agreed in your proposal. Monthly retainers are billed in advance and renew automatically unless cancelled with 30 days' written notice. All fees are non-refundable, including for unused portions of any billing period. Late payments incur interest at 1.5% per month. Accounts more than 14 days overdue may result in suspension of Services. Fees are denominated in Australian dollars (AUD) unless otherwise stated. Where third-party platform fees apply (e.g., CRM subscriptions), these are billed separately and are subject to the third party's pricing and terms. 4. INTELLECTUAL PROPERTY Upon full payment of all fees, Upsoul assigns to you all rights in custom website code, copy, and content created specifically for you under this Agreement. Upsoul retains ownership of its proprietary processes, templates, intelligence layer, frameworks, and any pre-existing tools or systems. You receive a non-exclusive, non-transferable licence to use these for your business purposes only during the term of this Agreement. Third-party platforms (e.g., CRM software) are licensed under their own terms; Upsoul does not transfer ownership of third-party software. 5. PRIVACY AND DATA Each party will comply with the Privacy Act 1988 (Cth) and applicable Australian Privacy Principles. Where you provide us with personal data relating to your customers or leads, you confirm you have obtained all necessary consents for us to process that data to deliver the Services. Our full Privacy Policy is available at upsoul.com.au/privacy-policy. 6. CLIENT RESPONSIBILITIES You agree to: provide accurate, timely information and materials we request; review and approve content within agreed timeframes; ensure your use of the Services complies with applicable law; not use the Services to send spam, mislead consumers, or engage in any activity that violates applicable platform policies or legislation. 7. NO GUARANTEE OF OUTCOMES Upsoul does not guarantee specific search rankings, traffic volumes, lead numbers, or revenue outcomes. SEO results depend on factors outside our control, including search engine algorithm changes, competitive dynamics, and website authority. We commit to delivering high-quality work in accordance with agreed strategy — not specific results. 8. LIMITATION OF LIABILITY To the fullest extent permitted by law, Upsoul's total liability to you for any claim arising under or in connection with this Agreement is limited to the fees paid by you in the three (3) months preceding the event giving rise to the claim. Upsoul is not liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages. Nothing in this Agreement excludes liability that cannot be excluded under the Australian Consumer Law. 9. INDEMNIFICATION You agree to indemnify and hold harmless Upsoul, its founders, employees, and contractors from any claims, losses, or expenses (including legal fees) arising from your breach of this Agreement, your misuse of the Services, or any content or data you provide to us. 10. TERM AND TERMINATION This Agreement commences when you engage our Services and continues until terminated. Either party may terminate with 30 days' written notice. Upsoul may terminate immediately if you breach this Agreement, fail to pay fees, or engage in conduct detrimental to Upsoul's reputation or systems. On termination, you remain liable for all fees incurred to the termination date. Provisions relating to intellectual property, liability, indemnification, and dispute resolution survive termination. 11. DISPUTE RESOLUTION The parties will attempt to resolve any dispute through good-faith negotiation within 14 days of written notice of a dispute. If unresolved, disputes will be referred to binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in Perth, Western Australia. Each party bears its own costs unless the arbitrator awards otherwise. Class actions are waived; disputes must be brought individually. This clause does not prevent either party from seeking urgent interlocutory relief from a court. 12. GOVERNING LAW This Agreement is governed by the laws of Western Australia. Subject to the arbitration clause, the parties submit to the non-exclusive jurisdiction of the courts of Western Australia. 13. GENERAL This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior representations and agreements. If any provision is found unenforceable, the remaining provisions continue in full force. Upsoul may update these terms with 14 days' written notice; continued use of the Services constitutes acceptance. 14. CONTACT For questions or notices under this Agreement: Upsoul · Perth, Western Australia hello@upsoul.com.au · 0404 609 470