TERMS OF USE
Website Terms and Conditions of Use
1. About the Platform
(1) Welcome to www.upify.com.au. The website and the app (‘Platform’) is owned and operated by The Trustee for Hay Events Trust Pty Ltd (ABN 29 775 935 988) (‘Upify’).
(2) Upify provides digital marketing services, e-commerce solutions for business and organisations, and specialises in pay-for-performance Google and Facebook ad campaigns for Shopify stores (‘Services’).
(3) The Services supplied by Upify include, without limitation, any, or all of the following:
- Google Ads
- Facebook Ads
- Instagram Ads
- Ad Creative and Copy
- Technical SEO
- Email Flow Optimisation
- Conversion Rate Optimisation
- Forecasting and Modelling Tools
- AI Ad Management Tools
- Shopify Technical Support
(4) Through our Services, members deploy internet and online based digital technologies to promote their products and services.
(5) By accessing this Platform, you are agreeing to be bound by the terms of use (‘Terms’), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these Terms, you are prohibited from using or accessing this Platform.
(6) Upify may amend any of the Terms at any time, and by continuing to use the Platform you accept the Terms as they apply from time to time.
(7) Any reference to “Upify”, “we”, “our”, or “us” means The Trustee for Hay Events Trust Pty Ltd. Any reference to “you, or “your” means you as a subscriber (‘Client’) to our Services.
2. Definitions
(1) “Claim” includes any demand, claim, action, proceeding, Loss, damages, costs, expenses, requisition, objection, alleged right of indemnity incurred or suffered by, or brought or made or recovered against a matter, no matter how arising (whether or not presently ascertained) in the immediate future or contingent (whether criminal or civil, in contract, tort or otherwise).
(2) “Content” means all data, works and materials (including without limitation text, communications, information, messages, comments, photographs, images, audio material, video material, audio-visual material, scripts, software and files) that Client submits through the Platform.
(3) “Force Majeure Event” means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, pandemics, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(4) “Intellectual Property Rights” means any intellectual property including all copyright, patents, trademarks, design rights, trade secrets, circuit layouts, rights in database and data rights, domain names, knowhow, trade secrets, procedures, technical designs, software and code and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
(5) “Law” includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced.
(6) “Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, Loss, damage, compensation, charge or liability of any kind, including those arising from third party Claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tore (including negligence), restitution, pursuant to statute or otherwise at law or in equity.
(7) “Loss” means any cost, expense, loss, damage or Liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty and includes legal costs.
(8) “Moral Rights” means the right of an author to protect their reputation and the integrity of their work and consists of:
- a right of attribution of authorship; or
- a right not to have the authorship falsely attributed; or
- a right of integrity of authorship;
more particularly as conferred by the Copyright Amendment (Moral Rights) Act 2000 (Cth) and rights of a similar nature anywhere in the world whether existing at the date of this agreement or which may come into existence on or after the commencement date.
(9) “Works” means any literary, dramatic, musical or artistic work pursuant to Part III of the Copyright Act 1968 (Cth) and any Part IV subject matter such as cinefilms, sound recordings, publications, television broadcasts including any rights in performances.
3. Registration and Acceptance of Terms to use the Platform and Services
(1) To access the Services, you must first register for an account through the Platform (‘Client Account’). By registering for a Client Account, you will be required to accept the terms and conditions of membership by clicking “I accept” in the user interface as a condition of registering as a client of Upify (‘Client’) which gives you notice as follows:
By Registering, you agree that you have read and accepted our Terms of Use and you consent to our Privacy Policy which is made a part of these Terms.
(2) The Platform and the Services it describes are available only to individuals who are at least 18 years old unless we specify otherwise. No one under this age may access or use the Platform or provide any personal information through the Platform. Upify may, in its sole discretion, deny anyone access to membership.
(3) As part of the registration process for membership, and as a condition of your membership, you must provide current, accurate identification, and other information to enter into this agreement with Upify, including, as requested:
- name,
- physical and email address,
- telephone number,
- demographic data,
- preferred username,
- a password, and
- any other information that we request for you to open a Client Account.
(‘Registration Data’)
You agree as a Client to provide accurate, true and correct Registration Data. Upify may undertake additional enquiries to confirm the identity, background or credentials of any Clients. Your access to and use of the Platform is non-transferable.
(4) As a condition of your membership, you warrant that any information you provide to Upify as part of the registration process is accurate, correct and up to date. It is your responsibility to update your Registration Data if it changes.
(5) You have the sole responsibility of protecting the confidentiality of your login details to a Client Account.
(6) Upify will not be liable for any Loss or damage from the Client’s failure to maintain the security of their Client Account. Client must immediately notify Upify of any unauthorised use of their Client Account or any other breach of security known to Client.
(7) Once you have completed the registration process, you will be a registered as Client of our Platform. You agree that our Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or Liability.
(8) We grant you permission to use the Services subject to these Terms. Your use of the Services is at your own risk
(9) You must not post Content on our Platform that is hateful, threatening, discriminatory, defamatory or is otherwise inappropriate.
(10) By signing up for one of our Services, you agree to receive certain communications in connection with your use of our Services. For example, if you sign up for a free consultation one of our business consultants will get in touch with you. If you have subscribed to one of our marketing campaigns, including our newsletter you will receive emails for what you signed up for. We provide unsubscribe links in all our email footers if you no longer wish to receive these communications from us.
(11) You can cancel your registration and delete your Client Account by sending a cancellation request to Upify in accordance with the Terms of this agreement.
4. Engagement
(1) You may engage Upify to provide our Services to you by giving us written or emailed authorisation to provide the Services to you.
(2) Unless we notify you otherwise, we will accept that engagement subject to these Terms. The Services will be provided to you when we accept the engagement.
5. Client’s Obligations
(1) You must pay Upify’s invoices in a timely manner and co-operate with Upify in all matters relating to the supply of the Services.
(2) You must provide information in a timely manner to Upify including any documentation that Upify requests.
(3) You must ensure that all information provided to Upify is accurate in all material respects and that materials and instructions provided to Upify are clear and adequate.
(4) You must respect the Moral Rights of Upify and not to treat the Works of Upify in a derogatory manner.
(5) You authorise Upify to use and store electronically any material or information or chat communications on the Platform so that Upify can carry out its obligations under these Terms.
(6) You must keep your Registration Data and contact information accurate and updated.
6. Payment and Fees
(1) You agree to pay the service fee (‘Service Fee’) advertised on our Platform for the purchase of the Services (the ‘Pricing Plans’).
(2) We offer the following Pricing Plans for our Services:
- Starter Plan
(1) We charge zero percent (0%) of sales for the first $1,000.00 of revenue.
(2) Features of the Plan
Google Ads
Facebook Ads
Instagram Ads
Ad Creative and Copy
- Silver Plan
(1) You agree to pay the service fee (‘Service Fee’) advertised on our Platform for the purchase of the Services (the ‘Pricing Plans’).
(2) Features of the plan:
Google Ads
Facebook Ads
Instagram Ads
Ad Creative and Copy
- Gold Plan
(1) We charge six percent (6%) of the total revenue generated through your Shopify store.
- Google Ads
- Facebook Ads
- Instagram Ads
- Ad Creative and Copy
- Technical SEO
- Email Flow Optimisation
- Conversion Rate Optimisation
- Forecasting and Modelling Tools
- Shopify Technical Support
- Platinum Plan
(1) We charge four percent (4%) of the total revenue generated through your Shopify store.
(2) Features of the plan:
- Google Ads
- Facebook Ads
- Instagram Ads
- Ad Creative and Copy
- Technical SEO
- Email Flow Optimisation
- Conversion Rate Optimisation
- Forecasting and Modelling Tools
- Shopify Technical Support
(3) We reserve the right in the future to change the Service Fee and update our Terms as a condition of your continued membership to our Services.
(4) Service Fee is calculated, reported and invoiced by Upify every Monday for the previous seven (7) days (Monday to Sunday).
(5) Payment of our Service Fee may be made through:
- credit card payments; or
- bank transfers.
(‘Payment Processing Services’)
(6) The Client authorises Upify to automatically charge the Client the weekly Service Fee through the Payment Processing Service which may include payment by way of credit card, together with any processing or other associated fees charged by the Payment Processing Service.
(7) In using the Payment Processing Services, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Processing Services including the relevant fees and charges applied by the Payment Processing Service for online payment gateway services.
(8) Upify reserves the right to increase or change the Service Fee at any time and without notice subject to your right of termination in accordance with these Terms.
(9) The Service Fee will be charged to you on a weekly basis without further authorisation from you unless you have terminated your membership in accordance with these Terms. Any Service Fee paid is non-refundable except where required by Law. Payments must be made without any set-off, counterclaim or deduction in respect of the remittance of the fees.
(10) Clients are responsible for ensuring that sufficient funds are available at the time of payment processing and that credit card details are correct in order to access our Services.
(11) If there are payment failures due to insufficient funds, incorrect or outdated payment information, Upify reserves our right to:
- recover payment and deny a Client provision our Services; or
- cancel or suspend the provision of our Services if we are unable to process the applicable fees; or
- charge interest at a rate of 1.5% per month on the amount due.
(12) Payments for our Services are designated either in Australian Dollar (AUD), United States Dollar (USD), Euro or Pound. Upify will be entitled to add on GST for any supply of its Services in Australia.
(13) You agree that Upify may electronically store Client’s information and Client’s payment information to process Service Fees
(14) The Services delivered to you is exclusive and personal to you. You must not allow another user without a licence to use any of the Services that Upify delivers to you under these Terms.
(15) We may suspend or terminate your use of our Services if any misuse of fraudulent activity is detected.
7. Refund Policy
(1) Except as required by the Australian Consumer Law, any Service Fees paid under these Terms are non-refundable.
(2) Upify will only offer a refund of the Service Fees if Upify is unable to facilitate the supply of the Services or if Upify determines, in its absolute discretion, it is reasonable to do so.
(3) Upify does not offer returns and refunds for ‘buyer’s remorse’ or if you have changed your mind.
8. Australian Consumer Law and the Statutory Guarantees
(1) Upify will process refunds in accordance with the Australian Consumer Law for major failures (‘Major Failures’) and minor failures (‘Minor Failures’).
(2) For example, a Major Failure occurs where you would not have bought the Services if you had known about the defect, the Services are significantly different to what was described, the Services are substantially unfit for their usual purpose or a purpose made known to you or the Services are unsafe. For major failures or major problems with the Services as defined under the Australian Consumer Law, you are entitled to a replacement or refund and compensation for reasonably foreseeable Loss or damage.
(3) If the Services fail to be of acceptable quality, and the failure does not amount to a Major Failure (‘Minor Failure’), we are entitled an opportunity to fix the minor problem as long as this is within a reasonable period of time. If we cannot fix the Minor Failure, you are entitled to cancel the contract with us and obtain a refund for the proportion of the Services not already consumed at the time of the cancellation.
(4) Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For Major Failures with the Services, you are entitled:
- to cancel your service contract with us; and
- to a refund for the unused portion of the Services, or to compensation for its reduced value.
9. Copyright and Intellectual Property
(1) The works (‘Copyright Material’) on the Platform and all the related products and services of Upify are subject to copyright and owned by the copyright owner. The Copyright Material on the Platform is protected by copyright under the laws of Australia and through international copyright law and treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) or the Services are owned or controlled by Upify, and are reserved by Upify or its contributors.
(2) All trademarks, service marks and trade names are owned, registered and/or licensed by Upify.
(3) We and our licensors retain all proprietary rights in the Platform and the Copyright Material made available on or through the Platform, and, except as expressly set forth in these Platform Terms, no rights are granted to any of our Copyright Material or Intellectual Property. Subject to these Platform Terms, we grant each Client of the Platform a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Copyright Material that we expressly make available for that purpose. Our Copyright Material is solely for viewing, browsing and using the functionality of the Platform. All Copyright Material is for general informational purposes only. We reserve the right, but do not have any obligation to monitor, remove, edit, modify or remove any Copyright Material, in our sole discretion, at any time for any reason or for no reason at all.
(4) The licence operates for you to electronically access and use the Services solely for the supply and purchase of the Services through the Platform in accordance with the Terms. Upify may terminate this licence at any time, if you use the Platform or the Services, except as permitted by these Terms.
(5) Upify retains all rights, title and interest in and to the Platform and all related Services. Nothing you do on or in relation to the Platform will transfer any:
- business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
- a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
- a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
(6) You may not, without the prior written permission of Upify and the permission of any other relevant rights owners broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third-party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Platform which are marked freely available for re-use or are in the public domain.
(7) The Platform and its Content may not be copied, reproduced, publicly displayed, translated or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or distribution, without our express prior written consent.
10. Privacy
(1) In these Terms, Personal Information has the meaning as defined in any applicable Privacy Laws. Privacy Laws means the Privacy Act 1988 (Cth), Privacy Amendment (Notifiable Data Breaches) Act 2017 (Cth). Please refer to our Privacy Policy which is made a part of these Terms. You accept that by providing us your personal information, we will deal with such personal information as set out in our Privacy Policy
(2) If a Client obtains Personal Information in the course of purchasing Services under these Terms, the Client must comply with its obligations under the Privacy Laws and not do any act or engage in any practice which would be a breach of the Australian Privacy Principles (APPs) as contained in the Privacy Act 1988 (Cth).
11. Confidentiality and Personal Data
(1) A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Terms, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of this agreement.
(2) During the term of this agreement and for a period ending 5 years from the date of its conclusion, Upify shall take the same care as Upify uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
(3) The obligation in clause 11(2) shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into Upify’s possession without an accompanying obligation of confidence, is independently developed by Upify, or Upify is required to disclose by Law.
12. Third Party Contractors
(1) Upify shall have the right at any time to satisfy its obligations to supply the Services under this agreement either in whole or in part through arrangements with third party contractors engaged to perform the Services, provided that Upify shall remain responsible for compliance with its obligations under this agreement.
13. Disputes
(1) If a Dispute arises out of or relates to the Terms as between Upify and a Client, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
- Compulsory process. A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute arising out of these Terms (Dispute) unless it has complied with this clause.
- Notification. A party claiming that a Dispute has arisen must notify each party to the Dispute giving details of the Dispute.
- Initial period – efforts to resolve Dispute. During the 30-calendar day period after a notice is given (or longer period agreed in writing by the parties to the Dispute) (Initial Period) each party to the Dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the Dispute.
- Mediation. If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation, at the request of any Disputant, to:
(1) a mediator on by the Disputants: or
(2) if the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, request that an appropriate mediator be appointed by a person appointed by the Chair of Resolution Institute (ACN 008 651 232) or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation. - Role of mediator. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
- Information. Any information or documents disclosed by a Disputant under this clause must be kept confidential and may not be used except to attempt to resolve the Dispute.
- Costs of mediation. Each Disputant must pay its own costs. The Disputants must pay equally the costs of any mediator engaged.
- Location, timing and attendance. The mediation will be held in Melbourne, Australia, within 30 days after expiry of the Initial Period. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation each Disputant may be represented by one or more legal representative.
- Failure to resolve. If the dispute fails to resolve at mediation or if one of the Disputants fails or refuses to attend the mediation, the mediator will be requested to inform each Disputant in writing that the mediation has been terminated without resolution (Mediation Termination Notice). Upon receipt of Mediation Termination Notice, the dispute resolution process will be terminated. A party to a dispute will only be entitled to pursue other remedies available to it at law or otherwise, after receipt of Mediation Termination Notice.
- Confidentiality. All communications concerning negotiations made by the Disputants arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence
14. Feedback and Authorisations
- Your feedback is important to us. Upify welcomes and encourages you to provide feedback, reviews, comments and suggestions for improvements to our Services, or any other products or services of Upify (‘Feedback’). You may submit Feedback by contacting us using the contact details provided below.
15. General Disclaimer and Limitation of Liability
(1) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by Law, including the Australian Consumer Law (or any Liability under them) which by Law may not be limited or excluded.
(2) Subject to this clause, and to the extent permitted by Law:
- all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
- Upify will not be liable for any special, indirect or consequential Loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this Platform or through our Services for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude Liability for any such inaccuracies or errors to the fullest extent permitted by Law.
- Use of the Platform and the Services is entirely at your own risk for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Platform meets your specific requirements. Everything on the Platform and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Upify make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Upify) referred to on the Platform. This includes (but is not restricted to) Loss or damage you might suffer as a result of any of the following:
(1) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
(2) the accuracy, suitability or currency of any information on the Platform, the Services, or any of its related products (including third party material and advertisements on the Platform)
(3) costs incurred as a result of your use of the Services or any of the products of Upify; and
(4) the Services or operation in respect to links which are provided for your convenience.
(5) No failure or delay in the performance of Upify’s obligations shall constitute a breach of these Terms if such failure or delay is caused by Client’s inability to provide Upify the necessary data, information, materials or instructions in a timely manner and Upify shall have an automatic extension of time to delivery the Services equal to the delay caused by the Client and Upify reserves the right to vary its fees to include any reasonable charges caused by Client’s delay.
(6) Upify's total Liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you. To the extent permitted by Law, we our partners, each of our and their employees (collectively, ‘Upify’) disclaim all warranties and terms, express or implied, with respect to the Services (including third party services) supplied to you.
(7) You expressly understand and agree that Upify, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible Loss.
(8) Upify makes no warranty as to the truth, suitability, quality or accuracy of any Work or information provided by Upify, nor of the Content or information provided by Clients, including, but not limited to, the ability of Upify to supply the Services or the Client’s ability to pay for the Service requested. Any offer will be made or accepted at your own risk.
16. Remedies
- To the maximum extent permitted by law, Upify and its officers, employees, agents, consultants, licensors, partners and affiliates expressly limit their liability for breach of any non-excludable condition or warranty/guarantee implied by virtue of any legislation to the following remedies (the choice of which is to be at Upify’s sole discretion):
(1) in the case of goods, to any of the following:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
(2) in the case of services:
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
17. Termination of Contract
(1) The Terms will continue to apply until terminated by either you or by Upify as set out below
(2) If you want to terminate the Terms, you may do so by:
- providing Upify with 30 days' calendar notice of your intention to terminate; and
- closing your account for all the Services which you use, where Upify has made this option available to you.
(3) Your notice should be sent, in writing, to Upify via the 'Contact Us' link on our homepage
(4) Upify may at any time, terminate the Terms with you if:
- you have breached any provision of the Terms or intend to breach any provision;
- Upify is required to do so by Law;
- the provision of the Services to you by Upify is, in the opinion of Upify, no longer commercially viable.
(5) Subject to local applicable laws, Upify reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Upify's name or reputation or violates the rights of those of another party.
18. Indemnity
- Client indemnifies and releases Upify against any Claims, Losses, damage, cost (including legal costs), expense or liability arising out of:
(1) any breach of any warranty or obligation under these Terms;
(2) any willful or negligent act or omission of the Client or any of its officers, employees or, agents in relation to the performance of its obligations under these Terms; and
(3) any breach of any third party's rights including Intellectual Property Rights
19. Force Majeure
(1) Neither party shall be held liable for a Force Majeure Event
(2) If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
(3) Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.
20. Severance
- If any provision or part of a provision of these Terms is found to be invalid, unenforceable or in conflict with the Law, that part or provision is to be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions which will continue in full force and effect.
21. Assignment
(1) Client may not assign, transfer or sub-contract any of its rights or obligations under these Terms without the Upify's's prior written consent. Client’s registration with this site is personal to Client and may not be sold or otherwise transferred to any other person.
(2) Upify mas assign, transfer or sub-contract any of its rights or obligations under these Terms at any time without notice to Client.
22. No Waiver
- Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by Upify to act with respect to a breach by you or others does not waive Upify’s right to act with respect to that breach or any subsequent or similar breaches.
23. Entire Agreement
- The parties acknowledge and agree that the Terms supersede any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between Upify and Client relating to Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by Law.
24. Survival
- These Terms shall inure to the benefit of and be binding upon the parties and their respective successors, trustees, heirs, executors, administrators and permitted assigns or receivers but will not inure to the benefit of any other persons.
25. Laws and Jurisdiction
- These Terms are governed by and construed in accordance with the laws of the State of Victoria. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of the State of Victoria and Courts of Appeal from them for determining any dispute concerning these Terms.
26. Contact us
(1) The Platform and Services is operated by The Trustee for Hay Events Trust Pty Ltd (ABN 29 775 935 988).
(2) Our principal place of business is at 5 Rutland St, Newtown, VIC, 3227.
(3) You can contact us:
- by post, using the address given above;
- by telephone, on the contact number published on our Platform from time to time;
- by email, using the email address published on our Platform from time to time.
© 2020 Upify. All Rights Reserved.
Terms last updated 25 August 2020