Terms and Conditions

1Acceptance of terms

1.1 These Terms and Conditions (“Terms”) apply to all services provided by UPLAUNCH PTY LTD (“Company”, “we”, “us”, “our”) to any client (“Client”, “you”, “your”).

1.2 By doing any of the following, you are deemed to have accepted these Terms and agree to be bound by them:

• Signing or accepting a proposal, estimate, quote or statement of work (“Proposal” or “SOW”);
• Paying any invoice issued by us;
• Instructing us to commence work; or
• Using or accessing any deliverables, documentation or materials we provide.

1.3 These Terms form part of every Proposal, SOW or engagement letter issued by us. If there is any inconsistency, the Proposal or SOW prevails to the extent of the inconsistency, and these Terms apply to everything else.

2Services

2.1 The Company provides, without limitation:

• HubSpot consulting, configuration, and implementation;
• CRM strategy, data migration, and data hygiene services;
• Custom integrations, digital marketing, automation and related advisory services; and
• Any other services described in a Proposal or SOW

(collectively, the “Services”).

2.2 The specific scope, deliverables, timelines and pricing for each engagement will be set out in the applicable Proposal or SOW.

2.3 We may update or modify the Services, our pricing, or these Terms from time to time. Changes will not affect an existing accepted Proposal unless agreed in writing.

2.4 Out-of-Scope / Additional Work. Any work, requests, features, or deliverables not expressly included in the accepted Proposal or SOW are deemed out-of-scope. We may:

• Decline to perform the out-of-scope work; or
• Provide a variation or new Proposal with separate fees and payment terms.

No out-of-scope work will be undertaken until agreed in writing.

3HubSpot relationship & third-party services

3.1 Independent Entity. UPLAUNCH PTY LTD is an independent company and a HubSpot Partner. We are not an employee, agent, joint venturer or subsidiary of HubSpot, Inc.

3.2 No HubSpot Liability. To the maximum extent permitted by law, we are not liable for any matters arising from or relating to HubSpot or any other third-party platform or service, including but not limited to:

• HubSpot or third-party subscription fees or pricing changes;
• Platform downtime, outages, bugs or technical issues;
• Changes to features, APIs, functionality, or terms of service;
• Data loss, data corruption or sync issues within third-party systems; or
• Disputes between you and HubSpot or any other third-party provider.

3.3 Client’s Relationship with HubSpot / Third Parties. You are solely responsible for:

• Setting up, managing, and maintaining your HubSpot and other third-party accounts;
• Paying all fees, subscriptions and charges directly to HubSpot or other providers; and
• Complying with any applicable third-party terms of service.

3.4 No Fee Payment on Client’s Behalf. We will not pay any HubSpot or third-party fees on your behalf unless:

• This is expressly agreed in writing; and
• You have pre-funded such amounts with us in cleared funds.

3.5 Our responsibility is limited to configuring, consulting on, or integrating with third-party tools within the constraints of those platforms. We do not control those platforms and do not guarantee their performance or continued availability.

4Proposals, scope and changes

4.1 A Proposal or SOW issued by us is valid for the period stated on it, or if no period is specified, for 30 days.

4.2 An engagement is formed when you accept a Proposal in writing, sign electronically, pay a deposit, or otherwise clearly indicate acceptance.

4.3 Any changes to scope, timelines, assumptions or dependencies may:

• Require a written variation signed or confirmed by both parties; and
• Result in additional fees and adjusted delivery dates.

4.4 If we are delayed or prevented from performing the Services due to your acts or omissions (including failure to provide access, content, approvals or feedback), we may adjust timelines and charge for additional time and costs incurred.

5Fees, invoicing and payment

5.1 You agree to pay the fees specified in the relevant Proposal, SOW or invoice. Fees may be structured as fixed fees, retainers, time-and-materials, or a combination.

5.2 Unless expressly stated otherwise, all fees are exclusive of GST and other applicable taxes, which will be added where required by law.

5.3 Invoices are payable in the manner and within the timeframe stated on the invoice or Proposal (which will generally require payment prior to project commencement). If no specific payment period is stated, payment is due within 14 days of the invoice date.

5.4 We may require an upfront deposit or milestone payments. We are not obliged to commence or continue work until the relevant invoice(s) have been paid in full.

5.5 Late Payments. If any amount is not paid when due, we may, without prejudice to any other rights:

• Charge interest on the overdue amount at 1.5% per month (or the maximum rate permitted by law, if lower), calculated daily and compounding monthly until paid;
• Suspend or cease Services (including access to deliverables or environments) until all outstanding amounts and interest are paid; and/or
• Recover from you all reasonable costs of collection (including legal and debt recovery fees).

6No refunds & cancellation policy

6.1 Engagement start. For the purpose of this clause, an engagement is deemed to have started when any of the following occurs:

• You accept a Proposal or SOW;
• You pay a deposit or any portion of the project fees; or
• We begin substantive work at your request (including discovery, configuration, design, planning or project setup).

6.2 Strict no-refund policy (subject to law). To the maximum extent permitted by law and subject to any non-excludable rights under the Australian Consumer Law (ACL):

• Once an engagement has started and work has commenced, all fees paid are strictly non-refundable, regardless of project completion status, change of mind, internal changes, or level of satisfaction.
• You remain liable to pay all agreed fees for work performed (including any minimum commitments or fixed-fee engagements), even if you choose to discontinue the project.

6.3 Cancellation by Client. If you cancel or seek to terminate the engagement for convenience after commencement:

• You are not entitled to any refund of amounts already paid; and
• You must pay for all work performed and committed costs up to the effective date of termination (including any minimum or fixed-fee components specified in the Proposal).

6.4 Statutory Rights. Nothing in these Terms is intended to exclude, restrict or modify any rights you may have under the ACL that cannot lawfully be excluded. Where such rights apply, our liability is limited as set out in Clause 12, to the extent permitted by law.

7Client responsibilities

7.1 You must:

• Provide accurate and complete information, access, approvals and instructions necessary for us to perform the Services;
• Ensure that any content, data or materials you provide do not infringe any third-party rights and comply with all applicable laws;
• Maintain appropriate backups of your data and systems; and
• Ensure that only authorised personnel provide instructions to us.

7.2 We are entitled to rely on information and instructions provided by you or your authorised representatives and are not responsible for consequences arising from inaccurate or incomplete information.

8Intellectual property

8.1 Company IP. All methodologies, tools, templates, know-how, software, code, scripts, frameworks and materials that we create, use or develop in connection with the Services (“Company Materials”) are and remain our exclusive property, unless expressly transferred in writing.

8.2 Deliverables. Subject to full and final payment of all amounts due for the relevant Services:

• We grant you a non-exclusive, non-transferable, royalty-free licence to use the deliverables solely for your internal business purposes; or
• Where expressly stated in a Proposal, ownership of specified deliverables may transfer to you upon full payment.

8.3 Pre-Existing IP. Each party retains ownership of any intellectual property it owned prior to the engagement or independently of the Services (“Pre-Existing IP”). Any licence to use the other party’s Pre-Existing IP is limited to what is strictly necessary for performance of the Services or use of the deliverables.

8.4 You must not remove any proprietary notices from Company Materials or deliverables, nor reverse-engineer, resell, or commercially exploit them except as expressly permitted in writing.

9Confidentiality

9.1 “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services, whether oral, written, electronic or otherwise, and which is marked or reasonably understood to be confidential.

9.2 Each party must:

• Use the other party’s Confidential Information solely for the purpose of performing or receiving the Services; and
• Not disclose it to any third party except to personnel, contractors or professional advisers who need to know and are bound by confidentiality obligations.

9.3 These obligations do not apply to information that:

• Is or becomes public through no fault of the receiving party;
• Was lawfully known to the receiving party prior to disclosure;
• Is independently developed without use of the disclosing party’s Confidential Information; or
• Must be disclosed by law, court order, or regulatory requirement (in which case the receiving party will, where lawful, provide notice and cooperate reasonably with the disclosing party).

9.4 Confidentiality obligations survive termination of the engagement.

10Data protection & privacy

10.1 We will handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and any applicable privacy laws.

10.2 By engaging us, you consent (and warrant that you have obtained all necessary consents from individuals) to our collection, use and disclosure of personal information as reasonably necessary to perform the Services, including the use of third-party systems and subcontractors.

10.3 You are responsible for your own privacy compliance within your business, including any notices and consents required for your use of HubSpot or other platforms.

11Warranties & disclaimer

11.1 You warrant that:

• You have the authority to enter into the engagement;
• All information, access and materials you provide are accurate, lawful, and do not infringe third-party rights; and
• You will comply with all applicable laws in connection with your use of the Services and deliverables.

11.2 To the maximum extent permitted by law, and subject to any non-excludable statutory rights:

• Our Services and deliverables are provided “as is” and “as available”;
• We do not guarantee any particular business result, revenue, lead volume, sales outcome, ranking, or performance; and
• All implied warranties or conditions (including merchantability, fitness for a particular purpose, or non-infringement) are excluded.

12Limitation of liability & exclusion of damages

12.1 Maximum liability. To the maximum extent permitted by law, and subject to any non-excludable rights under the ACL, our total aggregate liability to you for all claims, losses, damages, costs and expenses arising out of or in connection with the Services, these Terms or any Proposal (whether in contract, tort, equity, statute or otherwise) is limited to the total fees actually paid by you to us for the specific Services giving rise to the claim in the 6-month period immediately preceding the event giving rise to the claim.

12.2 Exclusion of damages. To the maximum extent permitted by law, we shall not be liable for any:

• Indirect, incidental, special, consequential, exemplary or punitive damages;
• Loss of profits, revenue, goodwill, anticipated savings, data or business opportunities;
• Business interruption, downtime, or loss arising from platform outages;
• Loss or damage arising from third-party platforms (including HubSpot or other integrations); or
• Third-party claims against you.

12.3 No liability for certain damages (as far as the law allows). Subject always to your non-excludable rights under the ACL, you acknowledge and agree that:

• We are not liable for any damages beyond those expressly permitted under Clause 12.1; and
• Where liability cannot be excluded by law, our liability is limited, at our option, to:
• re-supplying the Services; or
• paying the cost of having the Services re-supplied.

12.4 You acknowledge that the fees charged reflect the allocation of risk under these Terms and that the limitations and exclusions in this clause are a fundamental basis of our bargain.

13Indemnity

13.1 You indemnify and hold harmless the Company, its directors, officers, employees and contractors from and against any and all claims, losses, damages, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

• Your breach of these Terms, a Proposal, or applicable law;
• Your use or misuse of the Services or deliverables;
• Any content, data or materials you provide; or
• Any claim by a third party arising from your business operations, products, services or marketing activities.

13.2 This indemnity survives termination of the engagement.

14Issue resolution

14.1 If you believe there is an issue with the Services or deliverables, you must notify us in writing with reasonable detail within 14 days of becoming aware of the issue.

14.2 Our primary obligation (subject to these Terms) is to use reasonable efforts to investigate and, where appropriate, attempt to rectify legitimate issues within a reasonable timeframe.

14.3 You acknowledge that:

• Our obligation is one of reasonable efforts, not guaranteed outcomes; and
• In any event, the no-refund and limitation of liability provisions in Clauses 6 and 12 remain in full force and effect.

15Term, suspension & termination

15.1 These Terms apply from the earliest of your acceptance of a Proposal, payment of an invoice, or first use of the Services, and continue until all Services under all Proposals have been completed or terminated.

15.2 Either party may terminate a specific engagement or Proposal:

• For convenience, by giving the notice period (if any) set out in the Proposal; or
• Immediately, if the other party commits a material breach and fails to remedy that breach within 10 business days of written notice.

15.3 If you terminate for convenience or we terminate for your breach:

• No refunds will be provided for any amounts paid; and
• You must pay for all work performed and committed costs up to the date of termination (including any minimum or fixed fees set out in the Proposal).

15.4 We may suspend or terminate Services immediately if:

• Any invoice remains unpaid after the due date;
• We reasonably believe your use of the Services is unlawful, infringes rights, or poses a security or reputational risk; or
• We are required to do so by law or by a third-party provider.

15.5 Upon termination, each party must promptly return or securely destroy the other party’s Confidential Information (except for any copies required to be retained by law or for backup/archive purposes).

16Force majeure

16.1 Neither party is liable for any delay or failure in performing its obligations (other than payment obligations) if that delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, strikes, labour disputes, government actions, or major technical outages affecting infrastructure or platforms (“Force Majeure Event”).

16.2 The affected party must promptly notify the other party and use reasonable efforts to minimise the impact.

17Governing law & dispute resolution

17.1 These Terms, and any dispute arising out of or in connection with them, are governed by the laws of New South Wales, Australia.

17.2 The parties must first use genuine good-faith efforts to resolve any dispute by negotiation between senior representatives.

17.3 If the dispute is not resolved within 30 days, the parties agree to attempt resolution by mediation in Sydney, NSW (using a mediator agreed between the parties, or failing agreement, appointed by the Resolution Institute or similar body).

17.4 If the dispute is still not resolved, each party submits to the exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.

18General

18.1 Entire Agreement. These Terms and any applicable Proposal or SOW constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, understandings and agreements.

18.2 Amendments. Any amendment or variation must be in writing and signed or otherwise expressly agreed by both parties.

18.3 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

18.4 Assignment. We may assign or novate our rights and obligations under these Terms to a related entity or purchaser of our business, by notice to you. You may not assign or transfer your rights or obligations without our prior written consent.

18.5 No Waiver. A failure or delay by us to exercise any right or remedy does not operate as a waiver, nor does a single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy.

18.6 Order of Precedence. If there is any inconsistency between these Terms and any Proposal, SOW, purchase order or other document, the following order of precedence applies (highest to lowest):

• The signed Proposal or SOW;
• These Terms;
• Any other document expressly incorporated by reference.

19Contact and acknowledgement

UpLaunch Pty Ltd, Shop 2/740 Princes Highway, Sutherland NSW 2232. Email: simon@uplaunch.com.au

Acknowledgement. By accepting a Proposal, paying an invoice, requesting us to commence work, or using our Services or deliverables, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.