Terms and Conditions

These terms apply when you use uppearnow.com and when you buy services from UppearNow. Please read them before you sign a proposal. If you have questions, email info@uppearnow.com before you go ahead, and we'll gladly walk you through any section.

1. Who these terms are between

These terms form an agreement between you (the "client", or "you" if you're only visiting our site) and UppearNow ("UppearNow", "we", "us").

If you accept these terms on behalf of a company, you confirm you have the authority to bind that company.

2. How these terms fit with your proposal

Every engagement starts with a written proposal, scope of work or order (a "Scope"). The Scope sets out the services, deliverables, fees and timeline. These terms cover everything else.

If the two ever conflict, this order applies: a separately signed master agreement first, then the Scope, then these terms. You accept a Scope by signing it, approving it by email or paying the first invoice.

3. Using our website

You're welcome to read, share and link to our pages. When you use the site, please don't:

• copy, scrape or republish our content, designs or code without written permission;
• send spam, malware or false information through our forms;
• try to access parts of the site, servers or accounts you're not authorized to use;
• use the site in a way that breaks the law or harms other people.

Content on the site is for general information and may change without notice. Our Disclaimer explains more.

4. Our services

We provide digital marketing and technology services, which may include SEO, AI search optimization (GEO), content marketing, link building and digital PR, website design and development, social media marketing, marketing automation, reporting dashboards and custom AI tools.

We'll carry out the services with reasonable skill and care, using people with suitable experience. We may use carefully chosen contractors to help deliver parts of the work, and we stay responsible for their work under these terms.

5. Results and third-party platforms

We can't guarantee specific results. Search engines, AI platforms and social networks decide how they rank, cite and display content, and they change their systems often and without notice. For that reason we don't promise any particular ranking, traffic level, AI citation, lead volume, sales figure or return on investment. Forecasts and targets in a Scope are good-faith estimates to plan around.

Case studies and results on our site describe specific clients, markets and timeframes. Your results will depend on your website, competition, budget, products, pricing and how quickly changes are approved and published.

Platform decisions are outside our control. Google, Microsoft, OpenAI, Meta, Shopify and other platforms may update algorithms, change policies, suspend accounts or apply penalties. We follow their published guidelines, but we aren't responsible for their decisions or for any loss that results.

6. Your responsibilities

To get the most from our work, you agree to:

• give us accurate information and timely access to the accounts, people and materials the Scope needs;
• review and respond to drafts, approvals and questions within 5 business days, or within the time set in the Scope;
• keep your website, hosting, plugins and domain renewed and backed up;
• tell us about any legal, regulatory or industry rules that apply to your products, services or marketing;
• make sure your products, prices, offers and claims are lawful and accurate in every market where you sell.

If approvals or access are delayed, timelines move by the same amount, and any extra work caused by the delay may be charged at our standard rates after we've told you.

Deemed approval. If you don't respond to a deliverable sent for approval within 10 business days, and we've sent you a reminder, we may treat it as approved so the project can keep moving.

7. Regulated and specialist industries

Some clients sell in regulated or specialist fields, such as health and wellness, finance, legal services, research supplies or other products with special rules. You are responsible for the legality of your products and services and for the compliance of all claims made about them, including medical, financial and legal claims.

We may suggest wording, but you must review and approve every claim before it's published. We may decline or pause work that we reasonably believe could break the law, a platform's policies or these terms, and doing so won't count as a breach on our part.

8. Content, AI assistance and approvals

We use AI tools to help with research, drafting, editing, analysis and reporting, and experienced people review and finalize the work. AI-assisted material can still contain errors, so you agree to check content for accuracy and suitability before it's published. Once you've approved content, or published it yourself, responsibility for that content rests with you.

You confirm that any material you give us, such as text, images, logos, data, testimonials and product information, is yours to use or properly licensed, and that using it as agreed won't infringe anyone's rights.

9. Website work

Before we change your website, you should make sure a recent backup exists. Where possible, we'll test significant changes on a staging copy first. We aren't responsible for problems caused by your hosting provider, third-party themes or plugins, changes made by you or other contractors, or platform updates outside our work.

Any warranty for website builds is set out in the Scope. Unless the Scope says otherwise, we'll fix defects in our own code reported within 30 days of launch at no cost.

10. Link building and digital PR

Links and mentions are placed at the discretion of independent publishers, editors and site owners. They may edit, move, tag or remove a placement at any time, and we can't control those decisions. We don't promise a fixed number of links, any specific type of link or any particular site. Where a placement involves a fee, it's tagged in line with Google's guidelines on sponsored links.

11. Social media and messaging

When we manage social accounts, email campaigns, texting or chatbots for you, you remain the owner of those accounts and the sender of those messages. You're responsible for having the consents needed to contact people, including under laws like CAN-SPAM, the TCPA, CASL, PECR and Australia's Spam Act, and for any creator or influencer disclosures your campaigns require.

12. Custom AI builds

For one-time AI builds from our AI Technology service:

• Price and scope. The fixed price in your Scope covers design, build, testing and handover. Changes after approval are quoted separately before work starts.
• Acceptance. After handover you have 10 business days to test the tool and report any failure to meet the written Scope. We'll fix confirmed defects at no cost. After that period, or once you use the tool in live operation, it's treated as accepted.
• Running costs. AI usage, hosting and connected tools are billed to you directly by their providers. We'll estimate these costs before you approve the build, but providers set and may change their own prices.
• Provider changes. AI providers may change, limit or retire their models and APIs. Updates needed because of those changes are outside the fixed price and can be quoted separately or covered by an optional care plan.
• AI output. AI tools can produce inaccurate or unexpected responses. You're responsible for monitoring your tool, reviewing its outputs, telling users when they're talking to an AI where the law requires it, and making sure it isn't relied on for legal, medical, financial or other professional advice.
• Your data. You're responsible for the data you connect to the tool and for your own privacy notices to the people whose data it handles.

13. Fees, invoices and late payment

Fees are set out in your Scope. Unless it says otherwise:

• monthly services are invoiced in advance at the start of each billing period;
• one-time projects are invoiced as set in the Scope, usually with a deposit before work begins and the balance on completion;
• invoices are due within 7 days;
• fees exclude taxes such as GST, VAT or sales tax, which are added where they apply;
• third-party costs, such as tools, sponsored placements, ad spend and stock assets, are billed separately and only with your prior approval.

If an invoice is overdue, we may charge interest at 1.5% per month or the highest rate the law allows, whichever is lower, and pause work after giving you 7 days' written notice. You'll also cover reasonable costs of collecting overdue amounts. Please raise any billing dispute in writing within 14 days of the invoice date. Opening a chargeback without first contacting us at info@uppearnow.com is a breach of these terms.

14. Refunds

Our fees pay for time, expertise and work delivered, so fees for work already performed are non-refundable. If we end an engagement early without cause, we'll refund any prepaid fees for work not yet started.

15. Term and ending an engagement

Monthly plans continue month to month until either side ends them with 7 days written notice to the email address in the Scope or to info@uppearnow.com. One-time projects end on completion.

Either side may end an engagement straight away by written notice if the other side materially breaches these terms and doesn't fix the breach within 14 days of being asked to, or becomes insolvent.

When an engagement ends, you pay for all work performed and costs committed up to the end date. We'll hand over completed deliverables that have been paid for, return access to your accounts and remove our logins.

16. Ownership and intellectual property

What becomes yours. Once you've paid all fees for a deliverable in full, you own the final content, designs, code and reports we created specifically for you, and we assign our rights in them to you.

What stays ours. We keep ownership of our pre-existing materials, methods, templates, frameworks, internal tools, know-how and any general improvements we develop. Where any of these are built into your deliverables, we grant you a permanent, non-exclusive license to use them as part of those deliverables.

Third-party parts. Fonts, stock images, plugins, open-source libraries and similar components remain subject to their own licenses.

Accounts we create for you, such as analytics, AI provider and hosting accounts, are set up in your name wherever the platform allows.

17. Case studies and references

We may mention you as a client and describe our work in general terms. We'll only publish your name, logo or specific results with your permission, and we may share anonymized results, with identifying details removed, unless you ask us in writing not to.

18. Confidentiality

Each side will keep the other's confidential information private and use it only for the engagement. This covers business plans, pricing, data, account access, unpublished content and our methods. It doesn't cover information that is public, already known to the receiving side, independently developed or required to be disclosed by law. These duties continue for 3 years after the engagement ends, and for trade secrets and personal data for as long as they remain protected.

19. Data protection

Each side will comply with the data protection laws that apply to it. When we handle personal data on your behalf, we act as your processor or service provider, follow your documented instructions and protect the data as described in our Privacy Policy. A data processing agreement is available on request at info@uppearnow.com.

20. Non-solicitation

During the engagement and for 12 months after it ends, you agree not to directly hire or engage any of our staff or contractors who worked on your account without our written consent. If you do, you agree to pay a placement fee equal to 30% of that person's first-year compensation.

21. Warranties

Except as expressly set out in these terms or a Scope, our services and website are provided "as is", and we make no other warranties, including warranties of merchantability, fitness for a particular purpose or uninterrupted operation, to the extent the law allows.

22. Limitation of liability

To the fullest extent the law allows:

• neither side is liable for indirect or consequential loss, or for loss of profits, revenue, rankings, traffic, data, goodwill or business opportunity;
• our total liability arising from an engagement, in contract, negligence or otherwise, is capped at the fees you paid us for the services in the 3 months before the event giving rise to the claim;
• we're not liable for losses caused by third-party platforms, your instructions, your materials, your products or delays in your approvals or access.

Nothing in these terms limits liability for fraud, death or personal injury caused by negligence, or anything else that can't be limited by law.

23. Indemnity

You agree to cover our reasonable losses, costs and legal fees arising from claims by third parties about:

• material, data or instructions you gave us;
• your products, services, prices, claims or marketing consents;
• your breach of these terms or of any law.

We'll tell you promptly about any such claim and let you take part in defending it.

24. Events outside anyone's control

Neither side is responsible for delays or failures caused by events beyond reasonable control, such as natural disasters, internet or platform outages, cyberattacks, government action, war or labor disputes. If such an event lasts more than 30 days, either side may end the affected services by written notice.

25. Our relationship

We work as an independent contractor. Nothing in these terms creates a partnership, joint venture or employment relationship. Neither side may sign agreements on the other's behalf.

26. General

• Changes to these terms. We may update these terms from time to time. The version on the site when you sign a Scope applies to that Scope, and we'll tell active clients about significant changes at least 30 days before they apply to renewals.
• Whole agreement. These terms and your Scope are the whole agreement about the services and replace earlier discussions.
• Severability. If any part is found unenforceable, the rest stays in force.
• No waiver. Not enforcing a right straight away doesn't mean giving it up.
• Assignment. You may not transfer the agreement without our written consent. We may transfer it to a successor business with notice to you.

27. Contact

Want a clause explained before you sign? Write to info@uppearnow.com or send us a message from uppearnow.com/contact/, and we'll reply in plain English.