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TERMS OF SERVICE

UpWebs Standard TOS

Last updated: 2026

These Terms of Service (Terms) apply to your use of the website and services provided by UpWeb (we, us, our).

By accessing our website or purchasing/using our services, you agree to these Terms.

1) Definitions

  • Client means the person or business that purchases Services from us.
  • Services means any services we provide, including (without limitation) SEO, PPC management, social ads, website work, analytics, reporting, consulting, audits, automation/integration work, and related deliverables.
  • Deliverables means any outputs we provide, such as reports, recommendations, campaigns, creatives, documents, dashboards, automations, or website changes.
  • Third Party Services means tools, platforms, hosting, plugins, ad networks, software, and services not controlled by us (for example: Google, Meta, hosting providers, analytics tools).
  • SOW means a Statement of Work, proposal, scope document, order form, or similar that describes what you are purchasing.

2) Website use

You must not use our website in any way that:

  • breaches any law or regulation
  • attempts to gain unauthorised access to systems or data
  • introduces malware or disrupts normal operation
  • copies, scrapes, or republishes our content without permission (except where allowed by law)

We may suspend or block access to the website if we reasonably believe misuse is occurring.

3) Eligibility and authority

If you are entering these Terms on behalf of a business, you confirm you have authority to bind that business.

4) Quotes, proposals, and acceptance

  • Any quote, proposal, or SOW is valid for 30 days unless stated otherwise.
  • Work begins when we confirm acceptance in writing, or when you pay an invoice, or when we start delivering Services (whichever happens first).
  • If there is a conflict between these Terms and a SOW, the SOW prevails only for that specific engagement, and the rest of these Terms still apply.

5) Scope and change requests

  • We deliver Services based on the scope described in your SOW.
  • Anything outside scope is a change request and may require additional fees, timeline changes, or a revised SOW.
  • If you request urgent work, after-hours work, or accelerated timelines, we may charge an uplift if disclosed in writing.

6) Client obligations

To deliver Services effectively, you agree to:

  • provide timely access to accounts, platforms, websites, analytics, and relevant data
  • provide accurate information and approve required items within reasonable timeframes
  • maintain backups of your website and systems (unless the SOW states we manage this)
  • ensure you have rights to use any content you provide (images, text, trademarks, email lists)

Delays caused by missing access, approvals, or information may extend timelines and may be billable.

7) Third Party Services and platform rules

  • Many Services depend on Third Party Services and their rules (ad policies, account verification, algorithm changes, API limits, outages).
  • You are responsible for complying with platform terms and policies for any accounts you own.
  • We are not responsible for suspensions, bans, delivery issues, or performance changes caused by platform decisions, policy enforcement, algorithm updates, outages, or third-party failures.

8) Fees, invoices, and payment

  • Fees are as set out in the SOW or invoice.
  • Unless stated otherwise, invoices are due 7 days from issue date.
  • Late payments may result in pausing work, access removal (where applicable), and rescheduling.
  • You are responsible for all ad spend and third party costs (media spend, subscriptions, plugins, hosting, data providers) unless explicitly included in writing.

Recurring services (monthly):

  • If you are on a monthly plan, it renews each billing cycle unless cancelled per section 14.

9) Refunds

Because our Services involve time, labour, and third party dependencies:

  • Set-up fees, audits, strategy work, and custom deliverables are non-refundable once work has started or has been delivered.
  • Monthly management fees are generally non-refundable for time already delivered in that billing period.
  • If we agree to any refund or credit, it will be documented in writing and may be issued as a credit rather than cash refund.

Nothing in these Terms limits any rights you may have under the Australian Consumer Law that cannot be excluded.

10) Results disclaimer

Marketing outcomes are influenced by factors outside our control (competition, budgets, your offer, your sales process, tracking quality, website performance, seasonality, platform changes). For that reason:

  • we do not guarantee rankings, traffic, leads, ROAS, revenue, or specific outcomes
  • any forecasts or estimates are indicative only

11) Intellectual property

Our IP (what we own):

  • We retain ownership of our methods, templates, processes, tools, scripts, know-how, and pre-existing materials.

Client IP (what you own):

  • You retain ownership of your pre-existing brand assets and materials you provide to us.

Deliverables created for you:

  • Upon full payment of all amounts due, you receive a licence to use the Deliverables for your internal business purposes and marketing.
  • Unless the SOW states otherwise, you may not resell, sublicense, or commercially distribute our Deliverables as standalone products.

Portfolio use:

  • Unless you tell us in writing not to, you allow us to reference your business name and high-level work examples (non-confidential) in our portfolio and marketing.

12) Access, credentials, and security

  • You are responsible for maintaining secure credentials for your accounts.
  • If you provide credentials, you authorise us to use them solely to deliver Services.
  • We may require you to set up user access (recommended) rather than sharing passwords.
  • You are responsible for enabling appropriate security controls (2FA, access restrictions, backup policies).

13) Confidentiality

Each party agrees to keep confidential information private and only use it to perform obligations under these Terms. This does not apply to information that is public, independently developed, or required to be disclosed by law.

14) Term, cancellation, and termination

Term:

  • These Terms apply from the date you first use the website or purchase Services and continue until terminated.

Cancellation of recurring services:

  • Monthly services can be cancelled by giving 14 days written notice before the next billing date, unless the SOW states otherwise.
  • If notice is given late, the next billing cycle may still be charged and serviced.

Termination for cause:
We may suspend or terminate Services immediately if:

  • invoices remain unpaid beyond a reasonable period
  • you breach these Terms and do not remedy the breach after notice
  • you request work that is unlawful or breaches platform policies
  • continued work would expose us to legal or reputational risk

Effect of termination:

  • you must pay for work performed up to termination
  • we are not required to hand over unpaid Deliverables
  • where relevant, we may remove our access from your systems after handover

15) Limitation of liability

To the maximum extent permitted by law:

  • we are not liable for indirect or consequential loss (including lost profits, lost revenue, lost data, business interruption)
  • our total aggregate liability for any claim relating to the Services is limited to the total fees you paid to us in the 3 months preceding the event giving rise to the claim

Nothing in these Terms excludes liability that cannot be excluded under the Australian Consumer Law.

16) Indemnity

You agree to indemnify us against claims, losses, and expenses arising from:

  • content you provide that infringes third party rights
  • your breach of platform policies or laws
  • instructions you give us that cause harm or non-compliance
  • use of Deliverables in a way not reasonably intended or disclosed

17) Dispute resolution

If a dispute arises, both parties agree to:

  1. attempt to resolve it by good-faith negotiation within 14 days
  2. if unresolved, attempt mediation in NSW, Australia before commencing court proceedings (except for urgent injunctive relief)

18) Governing law

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of NSW.

19) Changes to these Terms

We may update these Terms from time to time by publishing an updated version on our website. Changes apply from the date published. Continued use of the website or Services after changes are published indicates acceptance.

20) Contact

For any questions about these Terms or our Services:

UpWeb
Email: team@upweb.com
Address: NSW Central Coast, Australia
ABN: 14128122987