Last Updated: March 09, 2025

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ENGAGING OUR SERVICES.

These Services Agreement Terms and Conditions (“Agreement”) govern the provision of services by Upsoul (“Agency,” “we,” “us,” or “our”), a business registered in Perth, Western Australia, to you (“Client,” “you,” or “your”). By engaging our services, creating an account, or signing an order form referencing this Agreement, you agree to be bound by these terms. If you do not agree, you may not use our services.

This Agreement, together with our Privacy Policy www.upsoul.com.au/privacy-policy and any order form or statement of work (“Order”), constitutes the entire agreement between you and us. We may update this Agreement at any time, with changes effective upon posting on our website www.upsoul.com.au or notification to you. Your continued use of the Services after such updates constitutes acceptance of the revised terms.

1. Definitions

• “Services”: Any services provided by us, including but not limited to white-labeled customer relationship management (CRM) solutions, web design, AI tools, automation, and associated support or consulting services, as specified in an Order.

• “Platform”: The white-labeled software platform underlying the CRM and related services, powered by HighLevel Inc. (“HighLevel”).

• “Fees”: All charges for the Services, including subscription fees, one-time fees, and additional charges as outlined in an Order or this Agreement.

• “Personal Information”: Data that identifies an individual, as defined in our Privacy Policy www.upsoul.com.au/privacy-policy.

• “Order”: A document (e.g., order form, invoice, or statement of work) specifying the Services, Fees, and any additional terms agreed between you and us.

2. Services

2.1 Scope of Services

We will provide the Services as described in the applicable Order. Services may include access to the Platform, custom development, or other professional services. We reserve the right to modify the Services (e.g., updates to the Platform) at our discretion, provided such changes do not materially diminish their functionality.

2.2 White-Labeled Platform

The CRM and certain associated services are provided via a white-labeled version of HighLevel’s Platform. While we customize and brand the Platform, HighLevel retains ownership of the underlying technology. You acknowledge that Platform functionality depends on HighLevel’s systems, and we are not liable for disruptions caused by HighLevel.

2.3 Client Responsibilities

• Provide accurate, complete information required to deliver the Services (e.g., account setup details, content for web design).

• Maintain the confidentiality of your login credentials and notify us immediately at [email protected] of any unauthorized access.

• Ensure your use of the Services, including data you input about your clients or end-users, complies with all applicable laws (e.g., privacy, telecommunications).

• Direct all support inquiries to us, not HighLevel.

2.4 Limitations

• We do not guarantee exclusivity; similar services may be offered to others, including your competitors.

• Services are subject to availability and may rely on third-party providers (e.g., HighLevel, hosting services).

3. Fees and Payment

3.1 Fees

• CRM Subscription Fees: Charged monthly in United States Dollars (USD) at the rate specified in your Order. Fees are recurring and automatically renew each month unless terminated as per Section 10.

• Other Services: Fees for additional services (e.g., web design, AI development) will be outlined in the Order, payable in USD unless otherwise agreed.

• Currency: All Fees are payable in USD only, regardless of your location.

3.2 Payment Terms

• Billing: CRM subscription Fees are billed monthly in advance via automatic deduction from your designated payment method (e.g., credit card). Other Fees are due as specified in the Order (e.g., upfront or milestone-based).

• Payment Method: You must provide and maintain accurate payment details. Notify us of changes within 10 days at [email protected].

• Late Payments: Overdue amounts incur a 1.5% monthly interest charge (or the maximum permitted by law) and may result in suspension or termination of Services at our discretion. You are liable for collection costs, including legal fees.

3.3 Fee Adjustments

• CRM subscription Fees may be adjusted annually, effective on the anniversary of your initial subscription date. We will notify you prior to any increase. Other Fees may change with mutual agreement via an updated Order.

3.4 Non-Refundable

All Fees are non-refundable, including for unused portions of the Services, unless required by law (e.g., Australian Consumer Law) or agreed otherwise in writing.

3.5 Taxes

Fees exclude taxes (e.g., GST). You are responsible for all applicable taxes, which we may collect if required by law.

4. Intellectual Property

4.1 Agency Ownership

• We (or our licensors, including HighLevel) retain all rights, title, and interest in the Platform, its design, and any deliverables created by us (e.g., templates, code), excluding Client Content.

• We grant you a non-exclusive, non-transferable, revocable license to use the Services and deliverables during the term of this Agreement, solely for your business purposes.

4.2 Client Content

• You retain ownership of content you provide (e.g., text, images, client data) (“Client Content”). You grant us and HighLevel a worldwide, royalty-free license to use, store, and process Client Content to provide the Services.

• You warrant that you have all necessary rights to Client Content and that its use does not infringe third-party rights.

4.3 Restrictions

You may not reproduce, modify, reverse engineer, or distribute the Platform or any deliverables without our prior written consent, except as expressly permitted herein.

5. Privacy and Data

5.1 Privacy Policy

Our collection, use, and protection of Personal Information are governed by our Privacy Policy www.upsoul.com.au/privacy-policy, which you agree to by using the Services.

5.2 Client Obligations

• You are responsible for obtaining consents from your clients or end-users for data processing through the Services, in compliance with applicable laws (e.g., Privacy Act 1988 (Cth), GDPR).

• We act as a data processor for Client Content you input into the Platform, processed on your behalf via HighLevel. You are the data controller for such data.

5.3 Data Security

We implement reasonable measures to protect your data but are not liable for breaches beyond our control (e.g., your failure to secure credentials).

6. Code of Conduct

You agree not to:

• Use the Services for illegal purposes or in violation of applicable laws;

• Introduce malicious code (e.g., viruses) or interfere with the Services’ operation;

• Misrepresent the Services or our relationship with you;

• Engage in spamming, phishing, or other abusive practices.

Violation of this section may result in immediate suspension or termination of Services.

7. Warranties and Disclaimers

7.1 Limited Warranty

• We warrant that the Services will be provided with reasonable skill and care, consistent with industry standards.

• To the extent permitted by law, this warranty replaces all other warranties, express or implied.

7.2 Disclaimers

• The Services are provided “as is” and “as available.” We do not guarantee uninterrupted, error-free operation or that the Services will meet your specific needs.

• We are not liable for disruptions caused by HighLevel or third-party providers.

• Except as required by Australian Consumer Law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.3 Australian Consumer Law

If you are a consumer under the Australian Consumer Law, you may have statutory guarantees (e.g., services provided with due care and skill). If we fail to meet these guarantees, you may be entitled to a remedy (e.g., refund, re-performance). Contact us at [email protected] to discuss your rights.

8. Limitation of Liability

8.1 General Limitation

• Our total liability for any claim arising from this Agreement or the Services is limited to the Fees you paid us in the three (3) months prior to the claim.

• We are not liable for indirect, consequential, or punitive damages (e.g., lost profits, data loss), even if advised of their possibility.

8.2 Exclusions

• This limitation does not apply to liability for death, personal injury, or fraud, or where prohibited by law (e.g., Australian Consumer Law).

8.3 Third-Party Services

We are not liable for acts, omissions, or disruptions of third-party services integrated with the Platform (e.g., HighLevel, payment processors).

9. Indemnification

You agree to indemnify, defend, and hold harmless Upsoul, its affiliates, and HighLevel from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of the Services;

• Your breach of this Agreement;

• Your violation of applicable laws; or

• Disputes with your clients or end-users.

10. Term and Termination

10.1 Term

This Agreement begins on the date you accept it (e.g., via Order or account creation) and continues until terminated.

10.2 Termination by Client

• You may terminate the CRM subscription with 30 days’ written notice to [email protected], effective at the end of your current billing cycle.

• Other Services terminate as per the Order or upon written notice if no term is specified.

10.3 Termination by Agency

• We may suspend or terminate Services immediately if you breach this Agreement (e.g., non-payment, violation of Section 6), with notice where feasible.

• We may terminate for convenience with 30 days’ notice.

10.4 Effect of Termination

• Upon termination, your access to the Services ceases, and you must pay all outstanding Fees.

• Sections surviving termination include 3 (Fees), 4 (Intellectual Property), 5 (Privacy), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Dispute Resolution).

10.5 Force Majeure

We are not liable for delays or failures due to events beyond our control (e.g., natural disasters, pandemics, epidemics, HighLevel outages), though we will endeavor to mitigate impacts.

11. Dispute Resolution

11.1 Governing Law

This Agreement is governed by the laws of Western Australia, without regard to conflict of law principles.

11.2 Arbitration

• Any dispute arising from this Agreement will be resolved by binding arbitration under the rules of the Australian Centre for International Commercial Arbitration (ACICA), conducted in Perth, Western Australia.

• Arbitration will be on an individual basis; class actions are waived.

11.3 Exceptions

• Either party may seek injunctive relief in a court of competent jurisdiction for breaches causing irreparable harm (e.g., intellectual property misuse).

• Claims under Australian Consumer Law may be pursued as permitted by statute.

12. General Provisions

12.1 Entire Agreement

This Agreement, including the Privacy Policy and Orders, constitutes the entire agreement between you and us, superseding prior agreements unless otherwise agreed in writing.

12.2 Assignment

You may not assign this Agreement without our prior written consent. We may assign it at our discretion (e.g., in a business sale).

12.3 Severability

If any provision is unenforceable, the remaining provisions remain in effect.

12.4 Notices

Notices to us must be sent to [email protected]. Notices to you will be sent to the email or address in your account.

12.5 Waiver

No waiver of any term is effective unless in writing, and no waiver constitutes a continuing waiver.

13. Contact Us

For inquiries, support, or complaints, contact:

• Email: [email protected]

• Phone: 0404 609 470