Terms & Conditions
Effective Date: 02/04/2026
Business Name: Upforce Solutions Pty Ltd
ABN: 58 695 996 706
Email: [email protected]
Website: www.upforcesolutions.com.au
1. Introduction
These Terms of Service govern access to and use of the website and services provided by Upforce Solutions Pty Ltd, including website builds, hosted websites, customer relationship management tools, lead capture tools, sales pipeline tools, scheduling tools, forms, automations, messaging workflows, review request systems, reporting functions, and related digital marketing, support and business services.
These Terms form a binding agreement between Upforce Solutions Pty Ltd and the customer identified in the applicable proposal, order, sign-up flow, invoice, service schedule, checkout, onboarding flow, or other agreed commercial document.
By signing an order, accepting a proposal, clicking to accept, completing checkout, or accessing or using the services, the customer agrees to these Terms.
If you do not agree to these Terms, you must not use the website or services.
2. Definitions
In these Terms:
Agreement means these Terms together with any proposal, order form, service schedule, pricing schedule, statement of work, checkout page, onboarding form, or other document expressly incorporated by reference.
Client Data means any data, content, records, files, communications, contact details, personal information, images, documents, and other material submitted, uploaded, imported, synced, collected, generated, or stored by or for the Customer through the Services.
Customer means the business entity acquiring the Services from Upforce Solutions Pty Ltd.
Services means the software, websites, systems, automations, integrations, support, setup, hosting, implementation, and related services supplied by Upforce Solutions Pty Ltd.
Users means the Customer’s personnel, contractors, agents, or representatives authorised by the Customer to access or use the Services.
3. Who the Services are for
The Services are intended primarily for business use.
The Customer warrants that it is acquiring the Services for business purposes and has authority to enter into this Agreement.
4. Scope of Services
Upforce Solutions Pty Ltd will provide the Services described in the applicable Agreement documents.
Unless expressly included in writing, the Services do not include:
legal advice
compliance certification
guaranteed lead generation results
guaranteed search engine rankings
guaranteed advertising outcomes
guaranteed review outcomes
third-party platform approvals or reinstatements
custom development, migrations, or integrations beyond the agreed scope
Any additional services may be quoted separately.
5. Account setup and Users
The Customer must provide accurate and complete onboarding, account, billing, and contact information.
The Customer is responsible for:
nominating and managing authorised Users
keeping credentials secure
ensuring Users access the Services only for lawful business purposes
promptly notifying Upforce Solutions Pty Ltd of suspected unauthorised access or security issues
all acts and omissions of its Users, contractors, agencies, assistants, and representatives as if they were the Customer’s own
Upforce Solutions Pty Ltd may set reasonable limits on users, contacts, workflows, usage, storage, messages, or similar service components where those limits are disclosed in the relevant plan, pricing page, proposal, or service description.
6. Customer responsibilities
The Customer is responsible for:
ensuring its use of the Services complies with all applicable laws, regulations, industry codes, and platform rules
ensuring it has all necessary rights, notices, and consents to collect, upload, use, disclose, and process Client Data through the Services
reviewing and approving campaigns, automations, templates, website content, forms, and communications before live use
maintaining its own business records and backups where appropriate
ensuring claims made in advertisements, websites, SMS, email, reviews, or testimonials are accurate and lawful
ensuring connected third-party accounts are valid and lawfully used
The Customer acknowledges that Upforce Solutions Pty Ltd provides tools, setup, support, and related services, but the Customer remains responsible for its own marketing practices, communications, compliance, and business decisions.
7. Acceptable use
The Customer must not, and must not permit any User or third party to:
use the Services for unlawful, fraudulent, misleading, deceptive, abusive, defamatory, or harassing conduct
upload or use personal information without proper authority
infringe another person’s intellectual property, privacy, confidentiality, or other rights
introduce malware, harmful code, phishing tools, credential harvesting tools, or other malicious content
scrape, overload, disrupt, reverse engineer, probe, or interfere with the Services or related systems except where rights cannot lawfully be excluded
impersonate another person or misrepresent affiliation, authority, or origin
use the Services in a manner likely to expose Upforce Solutions Pty Ltd, its providers, or other customers to legal, security, reputational, or operational risk
8. Messaging, spam, consent, and communications compliance
Where the Services support SMS, email, reminders, follow-ups, review requests, or similar communications, the Customer is solely responsible for ensuring those messages comply with applicable laws and platform rules.
This includes responsibility for:
obtaining any required consent
keeping appropriate consent records where relevant
clearly identifying the sender where required
providing functional unsubscribe or opt-out mechanisms where required
honouring unsubscribe, stop, or suppression requests
ensuring contact lists are lawfully sourced and lawfully used
The Customer must not use purchased, scraped, rented, or unlawfully obtained contact lists unless they are lawfully usable for the relevant purpose.
9. Review and testimonial compliance
Where the Services support review requests, testimonials, ratings, QR flows, or public feedback workflows, the Customer must ensure those workflows are lawful and not misleading.
The Customer must not use the Services to:
create, procure, or publish fake reviews
buy or sell reviews
offer incentives only for positive reviews
engage in misleading review gating or selective suppression of negative feedback
publish staff, family, affiliate, or contractor reviews without proper disclosure where required
display testimonials in a misleading context
10. AI and automation
The Services may include rules-based automations and, in some cases, AI-assisted features such as routing, templated responses, draft generation, summarisation, classification, or support triage.
Automation and AI-assisted outputs are not guaranteed to be accurate, complete, current, legally compliant, or suitable for the Customer’s business.
The Customer must review and approve campaigns, automations, generated drafts, website copy, SMS content, email content, routing logic, and similar outputs before relying on them or sending them externally.
Use of automation or AI does not reduce or remove the Customer’s legal obligations.
11. Public website use
The public website operated by Upforce Solutions Pty Ltd may only be used for lawful purposes.
Users of the public website must not:
misuse forms, booking tools, or contact channels
scrape or harvest website content or data without consent
upload malicious code
interfere with website security, performance, or availability
use the website for fraudulent or abusive purposes
Website content is provided in general form only and does not constitute legal, financial, accounting, compliance, engineering, or business advice.
12. Third-party services and providers
The Services may interoperate with or depend on third-party products and providers, including carriers, review platforms, payment gateways, hosting providers, domain providers, analytics services, email or SMS delivery providers, AI tools, scheduling services, and other infrastructure or support providers.
Upforce Solutions Pty Ltd may engage third-party providers or subprocessors reasonably necessary to deliver, maintain, secure, or improve the Services.
Upforce Solutions Pty Ltd is not responsible for third-party services, including their availability, outages, pricing, policy changes, account decisions, security practices, or functionality, except to the extent required by law or expressly assumed in writing.
Where the Customer chooses to connect or use third-party services, it is responsible for complying with the applicable third-party terms and maintaining any necessary accounts, permissions, licences, and consents.
13. Intellectual property
Upforce Solutions Pty Ltd and its licensors retain all right, title, and interest in the Services, software, templates, workflows, documentation, methodologies, designs, reusable systems, know-how, and other materials created or supplied by Upforce Solutions Pty Ltd, except for Client Data and any customer-owned materials expressly identified in writing.
Unless otherwise agreed in writing, payment of fees does not transfer ownership of the underlying platform, reusable workflows, templates, code libraries, or internal delivery methods.
Where Upforce Solutions Pty Ltd creates custom materials specifically for the Customer, ownership will pass only to the extent expressly stated in the applicable commercial document and only after all amounts due for that work have been paid in full.
14. Client Data
As between the parties, the Customer retains ownership of its Client Data.
The Customer grants Upforce Solutions Pty Ltd a non-exclusive, worldwide, royalty-free licence for the term of the Agreement to host, copy, transmit, modify, format, back up, and otherwise use Client Data to the extent reasonably necessary to:
provide the Services
maintain, secure, support, and improve the Services
troubleshoot and respond to incidents
comply with law
enforce the Agreement
The Customer warrants that it has all rights necessary to grant this licence.
15. Confidentiality
Each party must keep the other party’s confidential information confidential and must not disclose it except:
to personnel, contractors, advisers, or insurers who need to know it and are under obligations of confidence
as required by law, regulator, court order, or stock exchange rule
where the information is already public through no breach
where the information was lawfully known or independently developed without reference to the other party’s confidential information
Each party must use the other party’s confidential information only for purposes connected with the Agreement.
16. Privacy and data handling
Each party must comply with privacy laws applicable to it.
The Customer must not provide personal information to Upforce Solutions Pty Ltd unless it is lawfully entitled to do so.
Depending on the service and data flow, Upforce Solutions Pty Ltd may in some cases act as a direct collector for its own operational purposes and in other cases act as a service provider processing information as part of delivering the Services.
Upforce Solutions Pty Ltd will take reasonable technical and organisational steps designed to protect personal information handled in connection with the Services, having regard to the nature of the Services and the risks involved.
If Upforce Solutions Pty Ltd becomes aware of a security incident affecting personal information processed on behalf of the Customer, it will notify the Customer without undue delay after becoming aware and after reasonably verifying the incident, taking into account the need to contain and investigate it.
Our handling of personal information is also described in our Privacy Policy.
17. Service availability and maintenance
Upforce Solutions Pty Ltd will use reasonable care and skill in supplying the Services.
The Customer acknowledges that the Services are not guaranteed to be uninterrupted or error-free. Maintenance, updates, internet issues, provider outages, security incidents, force majeure events, and third-party service failures may affect availability.
Upforce Solutions Pty Ltd may perform maintenance, updates, upgrades, or modifications to the Services, provided it acts reasonably and seeks to minimise material disruption.
18. Fees and payment
The Customer agrees to pay all fees, charges, and taxes payable for the Services.
Unless otherwise stated:
all prices are in Australian dollars
GST is added where applicable
invoices are payable by the due date shown
recurring services are billed in advance for each billing period
one-off services may be billed upfront, by milestone, or as otherwise agreed
We may use third-party payment processors, including Stripe and GoCardless, to process payments.
If a payment is overdue or a direct debit or card payment fails, Upforce Solutions Pty Ltd may suspend work, suspend access, disable features, or withhold delivery until payment is brought up to date.
The Customer remains responsible for any bank fees, failed payment fees, or chargeback-related costs reasonably incurred by Upforce Solutions Pty Ltd due to failed or reversed payments, except where the reversal was due to our error.
19. Suspension
Upforce Solutions Pty Ltd may suspend access to some or all of the Services, acting reasonably, where:
payment is materially overdue
the Customer’s use creates a security, legal, platform, reputational, or operational risk
there is a suspected breach of these Terms
a third-party provider suspends a connected service necessary to deliver the Services
suspension is required for emergency maintenance, legal compliance, incident response, or urgent risk management
Where practicable, Upforce Solutions Pty Ltd will give prior notice and an opportunity to remedy the issue.
Immediate suspension may occur without prior notice where urgent action is reasonably required.
20. Term and renewal
The Agreement starts on the date stated in the applicable commercial document, or if none is stated, on the date the Customer first accepts or uses the Services.
The Agreement continues for the initial term stated in the applicable commercial document. If no initial term is stated, the Agreement continues on a month-to-month basis.
If the applicable commercial document provides for automatic renewal, the Agreement will renew for successive periods equal to the initial term or for successive monthly periods, unless either party gives at least 1 week written notice before the end of the then-current term.
21. Termination
Either party may terminate the Agreement immediately by written notice if the other party:
commits a material breach and fails to remedy that breach within 14 days after notice
becomes insolvent, enters liquidation, administration, or a similar process other than for solvent restructuring
ceases to carry on business
The Customer may terminate for convenience on at least 48 hour written notice if the Services are month-to-month, or at the end of the current committed term if the Services are fixed-term, unless otherwise stated in writing.
Upforce Solutions Pty Ltd may terminate for convenience on at least 24 hours written notice where it is ceasing the relevant service offering or has another legitimate business reason to do so. If Upforce Solutions Pty Ltd terminates for convenience during a prepaid recurring period for reasons unrelated to the Customer’s breach, it will refund the unused portion of any prepaid recurring fees on a pro rata basis.
Termination does not affect accrued rights or liabilities.
22. Complaint and compliance cooperation
The Customer must cooperate with reasonable investigations relating to complaints, misuse, spam concerns, privacy issues, billing disputes, review complaints, or security incidents.
This may include providing:
campaign details
list source information
consent records
workflow logic
review flow details
website or content approvals
invoice and billing information
relevant contact details for responsible personnel
Failure to provide reasonable cooperation may affect Upforce Solutions Pty Ltd’s ability to resolve the issue and may justify temporary restrictions where reasonably necessary.
23. Warranties
Upforce Solutions Pty Ltd warrants that it will supply the Services with due care and skill.
Except as expressly stated in the Agreement, and to the maximum extent permitted by law, all other warranties, representations, conditions, and guarantees are excluded.
Nothing in the Agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified under applicable law, including the Australian Consumer Law.
24. Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you may have under the Australian Consumer Law or any other law where that right cannot lawfully be excluded, restricted or modified.
If a law implies a guarantee, condition or warranty into these Terms and liability cannot be excluded but can be limited, then to the extent permitted by law Upforce Solutions Pty Ltd’s liability is limited, at its option, to re-supplying the relevant Services or paying the reasonable cost of having the relevant Services supplied again.
25. Liability
To the maximum extent permitted by law, Upforce Solutions Pty Ltd will not be liable for any indirect, consequential, special, exemplary, or punitive loss, or for any loss of profit, revenue, business opportunity, goodwill, anticipated savings, or data, whether arising in contract, tort, statute, equity, or otherwise.
To the maximum extent permitted by law, the total aggregate liability of Upforce Solutions Pty Ltd arising out of or in connection with the Agreement is limited to the fees paid by the Customer to Upforce Solutions Pty Ltd for the Services in the 12 months immediately preceding the event giving rise to the claim.
The limitations in this clause do not apply to:
liability for fraud or wilful misconduct
liability that cannot lawfully be excluded or limited
the Customer’s obligation to pay fees properly due
26. Indemnity
The Customer indemnifies Upforce Solutions Pty Ltd against losses, liabilities, damages, costs, and expenses reasonably incurred by Upforce Solutions Pty Ltd arising from:
the Customer’s unlawful or non-compliant use of the Services
the Customer’s breach of clauses 6 to 10, 14, 16, or 22
a claim that Client Data or customer-supplied materials infringe a third party’s rights or were collected, used, or disclosed unlawfully
the Customer’s misleading, deceptive, unlawful, or non-compliant marketing, review, messaging, or advertising practices
This indemnity does not apply to the extent the relevant loss was caused or contributed to by Upforce Solutions Pty Ltd’s own breach, negligence, or misconduct.
27. Disputes
Before commencing court proceedings, a party must first give written notice of the dispute to the other party describing the dispute and the outcome sought.
Within 10 business days after notice, senior representatives of each party must confer in good faith to attempt to resolve the dispute.
This clause does not prevent either party from seeking urgent interlocutory or injunctive relief.
28. Notices
A notice under the Agreement must be in writing and sent to the recipient’s nominated notice email or other contact details last notified in writing.
A notice sent by email is taken to be received when the sender’s system records that it has been sent, unless the sender receives an error indicating non-delivery.
29. Changes to these Terms
Upforce Solutions Pty Ltd may update these Terms from time to time for future periods by giving reasonable prior notice.
If a change will materially adversely affect the Customer and is not required by law, security requirements, or third-party platform changes beyond Upforce Solutions Pty Ltd’s reasonable control, the Customer may terminate the affected Services by written notice before the change takes effect.
If the Customer does not do so and continues using the Services after the change takes effect, the Customer is taken to have accepted the updated Terms.
No change applies retrospectively to a completed prepaid service period unless required by law or agreed by the parties.
30. General
The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, proposals, and understandings to the extent of any inconsistency.
If any provision is unenforceable, it is severed to the minimum extent necessary and the remainder continues in full force.
The Customer must not assign or transfer the Agreement without prior written consent, not to be unreasonably withheld.
Upforce Solutions Pty Ltd may assign the Agreement to a related body corporate or in connection with a genuine corporate restructure, merger, sale of business, or transfer of the relevant service line, on written notice to the Customer.
The Agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and any courts hearing appeals from them.
31. Contact
If you have questions about these Terms, please contact:
Upforce Solutions Pty Ltd
[email protected]
www.upforcesolutions.com.au
32. Third-Party Assets
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