Services Terms & Conditions

1. Definitions

In this Agreement, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions together with any proposal, statement of work, or written engagement confirmation between the parties.
• "Commencement Date" means the date on which Upsoul receives a deposit payment or written instruction to begin work, whichever is earlier.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including pricing, strategies, methodologies, client data, business processes, and technical systems.
• "Content" means any material created by Upsoul on your behalf, including website copy, blog posts, images, and marketing materials.
• "Deliverables" means the specific outputs agreed in writing for your engagement — website code, Content, strategy documents, and CRM configuration built specifically for you.
• "Intelligence Layer" means Upsoul's proprietary methodology, playbooks, AI tooling, frameworks, research systems, data intelligence, and processes used to produce Deliverables. This is Upsoul's core intellectual property and does not form part of any Deliverable.
• "Platform" means any third-party software or services used to deliver the Services, including but not limited to CRM platforms, hosting providers, and analytics tools.
• "Services" means web design, SEO strategy and content production, CRM configuration, automation, and related digital marketing services provided by Upsoul as agreed in writing.

2. Services

Upsoul will provide the Services as described in your proposal or statement of work. Any material change to the scope of Services — including additional pages, new deliverables, or work outside the original brief — must be agreed in writing before work commences. Scope changes may result in additional fees.

We use AI-assisted tools and human review (human-in-the-loop) in our workflows. You acknowledge that AI-generated outputs are reviewed by a human before delivery. Upsoul is not liable for outcomes caused by changes to third-party platform functionality, search engine algorithms, hosting infrastructure, or any factor outside our reasonable control.

3. Fees and Payment

3.1 General

All fees are denominated in Australian dollars (AUD). Upsoul is not currently registered for GST and does not charge GST on its fees. Should Upsoul become registered for GST in the future, Upsoul will provide 30 days' written notice and all fees will thereafter be subject to GST.

3.2 Website Build Projects

Website build projects are invoiced in two instalments: 50% deposit upon engagement (due before work commences), and 50% balance upon site launch. Work will not commence until the deposit is received. The site will not be launched or transferred until the balance is paid in full.

3.3 Monthly Retainers

Monthly retainer fees are billed in advance and renew automatically each month. Either party may cancel a retainer with 30 days' written notice. Fees for the notice period remain payable in full. All fees are non-refundable, including for unused portions of any billing period.

3.4 Price Changes

Upsoul may adjust retainer pricing with 30 days' written notice to you. Continued use of the Services after the notice period constitutes acceptance of the new pricing. You may terminate the retainer within the notice period without penalty if you do not accept the new pricing.

3.5 Late Payment

Invoices are due within 7 days of issue unless otherwise stated. Late payments incur interest at 1.5% per month on the outstanding amount, calculated from the due date. Accounts more than 14 days overdue may result in immediate suspension of Services without further notice. Where a payment fails (card decline, failed direct debit), you will be notified and must remedy the failure within 5 business days or Services may be suspended.

3.6 Third-Party Costs

Third-party platform fees (e.g. CRM subscriptions, hosting, domain registrations, advertising spend) are separate to Upsoul's fees and are billed directly by the relevant provider or passed through at cost. These are subject to the third party's own pricing and terms.

3.7 Payment Authority and Recurring Billing

By submitting a payment via Upsoul's payment link (powered by Stripe), you authorise Upsoul to charge your nominated credit card, debit card, or other payment method for:

• Fixed recurring charges — your monthly retainer fee, charged automatically on the same date each month in advance; and
• Variable usage-based charges — where you have elected to include SMS messaging or other usage-based add-ons, you authorise Upsoul to charge your payment method each month for the actual usage incurred in the preceding billing period. These amounts will vary month to month based on usage and will be itemised on your invoice.

This authorisation remains in effect until you cancel in accordance with clause 3.3 or notify Upsoul in writing that you wish to remove your payment method. You are responsible for ensuring your payment details remain current. Upsoul is not liable for service interruptions resulting from an expired or invalid payment method.

Payment processing is handled by Stripe. By providing your payment details, you also agree to Stripe's terms of service. Upsoul does not store your full card details — these are held securely by Stripe in accordance with PCI-DSS standards.

4. Intellectual Property

4.1 Client Deliverables

Upon receipt of full payment of all fees outstanding under this Agreement, Upsoul assigns to you all intellectual property rights in the Deliverables created specifically for you, including custom website code, Content, and strategy documents. No assignment occurs until all outstanding fees are paid in full.

4.2 Upsoul's Intelligence Layer

Upsoul retains full and exclusive ownership of its Intelligence Layer — including all proprietary methodology, playbooks, research frameworks, AI tooling, data systems, and processes used to produce your Deliverables. The Intelligence Layer is never transferred, assigned, or licensed beyond what is necessary to receive the Deliverables. You acquire no rights in the Intelligence Layer under this Agreement or by implication.

You receive a non-exclusive, non-transferable, revocable licence to use any Upsoul templates or pre-existing components embedded in your Deliverables solely for the purposes of operating your business. This licence terminates on termination of this Agreement if fees are outstanding.

4.3 Third-Party Platforms

Third-party platforms used to deliver the Services (including CRM software) are licensed under their own terms. Upsoul does not transfer and cannot transfer ownership of third-party software.

4.4 Client's IP Warranty

You warrant that any materials, logos, images, text, or other content you provide to Upsoul for use in the Services are owned by you or that you hold all necessary rights and licences to use them. You indemnify Upsoul against any claim arising from Upsoul's use of materials you have provided.

4.5 Portfolio and Marketing Rights

Upsoul may feature your completed website, project outcomes, and anonymised performance data in its portfolio, case studies, website, and marketing materials. If you require this to be excluded, you must notify Upsoul in writing at the time of engagement. Such requests are accommodated at Upsoul's discretion.

5. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to professional advisers bound by equivalent confidentiality obligations.

This obligation does not apply to information that is or becomes publicly available through no breach of this Agreement, was known to the receiving party before disclosure, or is independently developed without reference to the Confidential Information.

Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

6. Privacy and Data

Each party will comply with the Privacy Act 1988 (Cth) and the 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.

Upsoul retains client data for a period of 7 years from the end of the engagement (as required for financial record-keeping under Australian law) and up to 2 years for other personal data, after which it is securely deleted or de-identified. In the event of a data breach affecting your information, Upsoul will notify you as soon as practicable and in accordance with the Notifiable Data Breaches scheme.

Our full Privacy Policy is available at upsoul.com.au/privacy-policy.

7. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information, materials, and access (including domain, hosting, and platform credentials) that Upsoul reasonably requires to deliver the Services;
• Review and approve Content and deliverables within agreed timeframes. Delays in approval that impact project timelines are not Upsoul's responsibility;
• Warrant that all business information you provide (including claims about your services, pricing, and qualifications) is accurate and not misleading;
• Ensure your use of the Services complies with all applicable laws, including the Australian Consumer Law, spam legislation, and platform terms of service;
• Not use the Services to send unsolicited commercial messages, make misleading representations, or engage in any activity that violates applicable platform policies or legislation.

Where delays in providing required materials or approvals cause project delays, Upsoul reserves the right to reschedule work and, where applicable, adjust fees to reflect the impact on our scheduling.

8. No Guarantee of Outcomes

Upsoul does not guarantee specific search rankings, traffic volumes, lead numbers, conversion rates, or revenue outcomes. SEO and digital marketing results are inherently variable and depend on factors entirely outside our control, including search engine algorithm updates, changes to third-party platform policies, competitive activity, website authority, and market conditions.

Upsoul commits to delivering high-quality, strategy-driven work in accordance with the agreed engagement. We will never promise specific rankings. Any projection or estimate provided is illustrative only and does not constitute a guarantee.

9. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, cyberattacks, internet or infrastructure outages, third-party platform failures (including search engine algorithm changes, CRM platform outages, or hosting provider failures), government actions, or industrial disputes.

The affected party must notify the other as soon as practicable. If a force majeure event continues for more than 30 days, either party may terminate the Agreement with written notice without further liability, except for fees for work already completed.

10. 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 immediately 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 profit, loss of data, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.

Upsoul is not liable for any loss or damage caused by search engine algorithm changes, third-party platform outages or policy changes, or any event outside Upsoul's reasonable control.

Nothing in this Agreement limits or excludes any guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law or any other applicable legislation.

11. Indemnification

You agree to indemnify and hold harmless Upsoul, its directors, employees, and contractors from any third-party claims, losses, damages, or expenses (including reasonable legal fees) arising from: your breach of this Agreement; your misuse of the Services; any content, data, or materials you provide to Upsoul that infringe a third party's intellectual property rights or are false or misleading; or your failure to comply with applicable law.

Upsoul agrees to indemnify you against third-party claims arising directly from Upsoul's infringement of a third party's intellectual property in Deliverables that Upsoul created independently (i.e. not based on materials you provided).

12. Term and Termination

12.1 Term

This Agreement commences on the Commencement Date and continues until all Services have been delivered or the Agreement is terminated in accordance with this clause.

12.2 Termination by Either Party

Either party may terminate a monthly retainer engagement with 30 days' written notice. Fees for the notice period remain payable in full.

12.3 Termination by Upsoul

Upsoul may terminate this Agreement immediately and without notice if you: breach any material term of this Agreement and fail to remedy the breach within 7 days of written notice; fail to pay any amount due; become insolvent or enter into administration; or engage in conduct that Upsoul reasonably determines is detrimental to Upsoul's reputation, systems, or staff.

12.4 Post-Termination

On termination, you remain liable for all fees incurred up to and including the termination date. Where all outstanding fees have been paid in full, Upsoul will provide you with the Deliverables (website code, Content, strategy documents) within 14 days. Upsoul retains all rights in the Intelligence Layer regardless of termination.

CRM data (your contacts, pipeline, and automation data held within the Platform) will be exported and made available to you upon written request within 30 days of termination. After 30 days, Upsoul may delete or de-identify this data. Upsoul is not liable for any data loss resulting from your failure to request export within this window.

Clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Privacy and Data), 8 (No Guarantee of Outcomes), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Dispute Resolution) survive termination of this Agreement.

13. Dispute Resolution

The parties will attempt to resolve any dispute through good-faith negotiation within 14 days of one party giving written notice of the dispute to the other.

If the dispute is not resolved through negotiation, either party may refer it to mediation administered by the Resolution Institute (resolutioninstitute.org.au) in Perth, Western Australia. Each party bears its own costs of mediation unless otherwise agreed.

If mediation fails to resolve the dispute within 30 days of the mediator's appointment, either party may refer the dispute to binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in Perth, Western Australia. The arbitrator's decision is final and binding.

Disputes must be brought individually. You waive any right to participate in a class action or representative proceeding against Upsoul. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

14. Governing Law

This Agreement is governed by the laws of Western Australia and the Commonwealth of Australia. Subject to the dispute resolution clause, the parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

15. Modifications to These Terms

Upsoul may modify these Terms and Conditions at any time. Updated terms are effective 7 days after publication on this website. It is your responsibility to review these Terms periodically. Continued engagement or use of the Services after the effective date of any modification constitutes your acceptance of the updated Terms.

Previous versions of these Terms are archived below:

• Terms & Conditions — effective 9 March 2025

16. General

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior representations, negotiations, and agreements.

Waiver. A party's failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.

Severability. If any provision of this Agreement is found to be unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

Assignment. You may not assign, transfer, or novate this Agreement or any rights under it without Upsoul's prior written consent. Upsoul may assign this Agreement to a related entity or acquirer of its business without your consent, provided the assignee assumes all obligations under this Agreement.

Notices. All formal notices under this Agreement must be in writing and delivered by email. Notices to Upsoul must be sent to hello@upsoul.com.au. Notices to you will be sent to the email address provided at engagement. A notice is deemed received on the next business day after sending, unless a delivery failure notification is received.

Australian Consumer Law. Nothing in this Agreement is intended to exclude, restrict, or modify any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.

17. Contact

For questions or notices under this Agreement:
H Vassanpal & M.M Vassanpal trading as Upsoul
ABN 82 331 411 083 · Perth, Western Australia
hello@upsoul.com.au