Terms of Service

ShoUp Pty Ltd (ACN 699 673 553) (ShoUp, we, us, our) provides the ShoUp platform. These Terms govern your use of it. By creating an account or using the platform you agree to these Terms.

1. These terms and other documents

1.1 These Terms, our Privacy Policy, and your Coach Agreement together form our agreement with you. If there is any inconsistency, the Coach Agreement prevails, then these Terms, then the Privacy Policy.

1.2 We may update these Terms (clause 14). The current version is always on our website.

2. Definitions

"Platform" means the ShoUp software, voice and messaging service, and dashboards. "You" means the coach or business that holds the account. "Client" means an individual you enrol. "Client Data" means personal information, call recordings, transcripts and records relating to your Clients. "Program Content" means the programs, question sets, schedules and settings you create.

3. Your account

3.1 You must be at least 18 and using the Platform for business or professional purposes. The Platform is not a consumer product for personal or household use.

3.2 You must give accurate account information and keep it current. You are responsible for activity under your account and for keeping your login secure.

3.3 You are responsible for your Clients, your Program Content, and everything done through your account.

4. Licence to use the Platform

4.1 We grant you a non-exclusive, non-transferable, revocable right to use the Platform for your own coaching business during your subscription.

4.2 You must not resell, sublicense, or provide the Platform to a third party except to deliver your own coaching to your own Clients, copy or reverse-engineer it, or use it to build a competing product.

5. Your responsibilities (acceptable use)

5.1 You must use the Platform lawfully and only enrol Clients who have given informed consent to (a) automated and AI voice calls, (b) text messages, and (c) call recording and transcription. We give you tools to capture this consent; obtaining it is your responsibility.

5.2 You must not use the Platform to contact anyone without a lawful basis, to send marketing the recipient has not consented to, for emergency or crisis services, or for anything misleading, harassing, or unlawful.

5.3 You are responsible for your Program Content and for the accuracy and lawfulness of the Client information you enter.

5.4 You must not upload or use any Program Content you do not own or hold the rights to, including third-party copyrighted material, proprietary assessments or frameworks, or trademarked systems, names or personalities. You warrant that your Program Content does not infringe any third party's rights.

6. Fees and payment

6.1 You pay for the plan you select plus usage charged at our published rate card (for example, per minute of calls and per message). Charges may be drawn from a prepaid balance.

6.2 All amounts are exclusive of GST, which you pay in addition. We issue tax invoices.

6.3 We may change plans or the rate card on reasonable notice. If a change materially increases your costs you may stop using the Platform and close your account before it takes effect.

6.4 If payment fails or a prepaid balance runs out, we may pause calls and messages until it is resolved.

7. Intellectual property

7.1 We own the Platform, including its software, models, methodology, question framework, prompts, designs and brand. You receive only the licence in clause 4.

7.2 You own your Program Content and your Client Data. You grant us the licence needed to operate and support the Platform for you.

7.3 We may use de-identified and aggregated data to operate, secure and improve the Platform. We will not disclose your Client Data, or any data identifying you or a Client, to another coach.

7.4 If you give us feedback, suggestions or ideas about the Platform, you assign all intellectual property in them to us, and we may use them freely with no obligation, payment or attribution. This does not affect your ownership of your Program Content or Client Data.

7.5 You are solely responsible for your Program Content. We do not review, verify, endorse, or take responsibility for it, and we do not claim ownership of it. You warrant you own or hold all rights needed for it and that it does not infringe any third party's rights. If we receive a credible complaint that your content infringes, or we reasonably suspect it does, we may remove or disable it and suspend or terminate your access.

8. Privacy and data

8.1 We handle personal information as set out in our Privacy Policy. You should read it.

8.2 You and ShoUp each have your own obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of Client Data. You are responsible for the consents and notices your Clients require; we are responsible for handling Client Data securely and as described in the Privacy Policy.

9. Availability, outages and changes to the Platform

9.1 We provide the Platform on an early-access basis. We do not promise any service level or uptime, and we may add, change, suspend or remove features as the Platform develops. We will try to give notice of material changes.

9.2 We may carry out maintenance that temporarily interrupts the Platform. Where we reasonably can, we will schedule it to limit disruption and tell you in advance.

9.3 The Platform depends on third parties. Calls and messages are placed and delivered through telecommunications carriers and third-party voice, messaging and infrastructure providers that we do not control. We are not responsible for outages, delays, failures, degraded quality or call or message non-delivery caused by those providers or by the public telephone or mobile networks.

9.4 No guarantee of any individual call or message. We do not warrant that any particular call or message will connect, be delivered, be delivered on time, or be delivered at all. Calls may be missed, dropped, delayed or unanswered for reasons outside our control, including the Client's device, network coverage, carrier filtering, or the Client not picking up.

9.5 Not an emergency or safety service. The Platform supports accountability between coaching sessions. It is not a monitoring, welfare, crisis or emergency service, and a check-in being missed, delayed or not delivered does not mean a Client is safe or unsafe. You remain responsible for your Clients' welfare and must not rely on the Platform to detect, escalate or respond to an emergency, and you must not present it to your Clients as doing so. This clause applies despite any other part of these Terms.

9.6 Events beyond our control. We are not liable for any failure or delay in providing the Platform caused by an event beyond our reasonable control, including telecommunications or internet failure, third-party provider outage, power failure, cyber attack, natural disaster, pandemic, industrial action, or government action.

9.7 Clauses 9.3 to 9.6 are subject to clause 11 (Consumer guarantees).

10. Suspension and termination

10.1 You may stop using the Platform and close your account at any time.

10.2 We may suspend or terminate your access if you breach these Terms, do not pay, or use the Platform unlawfully or in a way that risks harm, and we will tell you where we reasonably can.

10.3 On termination you may export your Client Data for a reasonable period, after which we delete or de-identify it, except where we must keep it by law or hold it in de-identified, aggregated form.

11. Consumer guarantees

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded.

12. Liability

12.1 Subject to clause 11, where the law lets us limit our liability for a failure to meet a consumer guarantee for services, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

12.2 Subject to clause 11, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, data, goodwill or business interruption.

12.3 Subject to clause 11, our total liability to you in any 12 month period is capped at the fees you paid us in that period. This cap does not apply to your payment obligations, a breach of confidentiality, or your indemnity in clause 13.

13. Indemnity

You indemnify us against loss arising from (a) your breach of clause 5 (including enrolling a Client without the required consent or using the Platform unlawfully), or (b) any claim that your Program Content infringes or misappropriates a third party's intellectual property or other rights, except to the extent we caused the loss. This indemnity is subject to prompt notice, reasonable conduct of the claim, and a duty to mitigate.

14. Changes to these Terms

We may update these Terms on reasonable notice (for example by email or in the Platform). If a change materially disadvantages you, you may close your account before it takes effect. Continuing to use the Platform after a change takes effect means you accept it.

15. General

15.1 These Terms are governed by the laws of Queensland, and the parties submit to the courts of Queensland and the courts that hear appeals from them.

15.2 You may not assign these Terms without our consent (not unreasonably withheld). We may assign them to a related company or on a sale of our business.

15.3 If a term is unenforceable it is severed and the rest continues. Our not enforcing a right is not a waiver of it.

15.4 You accept these Terms electronically, which is as effective as a signature.