Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "User") and ScaleUp Gurus Pty Ltd ("Company", "we", "us", or "our"), governing your access to and use of our website (scaleupgurus.com.au), consulting services, and Shopify applications.

By accessing our website, engaging our services, or installing our Shopify applications, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Services Description

2.1 Consulting Services

We provide consulting services in the areas of Shopify development, AI implementation, process automation, and go-to-market strategy. The specific scope, deliverables, and fees for consulting engagements will be detailed in separate service agreements or statements of work.

2.2 Shopify Applications

We develop and maintain Shopify applications available through the Shopify App Store. Each application is subject to these Terms as well as any application-specific terms displayed during installation. Our applications are also subject to Shopify's Partner Program Agreement and App Store policies.

3. User Accounts and Responsibilities

• You must provide accurate and complete information when using our services
• You are responsible for maintaining the confidentiality of your account credentials
• You must notify us immediately of any unauthorised use of your account
• You must be at least 18 years old to use our services
• You must have the authority to bind your organisation if using services on its behalf

4. Shopify Application Terms

4.1 Installation and Access

By installing our Shopify applications, you grant us the necessary permissions to access your store data as required for the application to function. You can review these permissions during the installation process and revoke access by uninstalling the application.

4.2 Subscription and Billing

• Application subscriptions are billed through Shopify's billing system
• Free trials, where offered, will be specified in the app listing
• Subscriptions automatically renew unless cancelled
• Refunds are handled in accordance with Shopify's policies
• We reserve the right to modify pricing with 30 days' notice

4.3 Application Usage

You agree not to:

• Reverse engineer, decompile, or disassemble our applications
• Use applications for any illegal or unauthorised purpose
• Interfere with or disrupt the integrity of our applications
• Attempt to gain unauthorised access to our systems
• Use automated means to access our applications beyond intended functionality

4.4 Data Processing

Our applications process data in accordance with our Privacy Policy and Shopify's data protection requirements. We act as a data processor on your behalf and will only process data as necessary for application functionality.

5. Intellectual Property

5.1 Our Intellectual Property

All content, features, and functionality of our website and applications, including but not limited to text, graphics, logos, and software, are owned by ScaleUp Gurus and protected by Australian and international intellectual property laws.

5.2 License Grant

We grant you a limited, non-exclusive, non-transferable license to use our applications for your business purposes, subject to these Terms. This license does not include the right to modify, distribute, or create derivative works.

5.3 Your Content

You retain ownership of your data and content. By using our services, you grant us a license to use, process, and store your content solely for the purpose of providing our services.

6. Disclaimers and Limitations

6.1 Service Availability

Our services are provided "as is" and "as available". We do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue services with reasonable notice where possible.

6.2 Limitation of Liability

To the maximum extent permitted by Australian law, ScaleUp Gurus shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages resulting from your use or inability to use our services
• Actions of third parties, including Shopify platform changes

Our total liability shall not exceed the fees paid by you in the twelve (12) months preceding the claim.

6.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

7. Indemnification

You agree to indemnify and hold harmless ScaleUp Gurus, its directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from your:

• Use of our services
• Violation of these Terms
• Violation of any third-party rights
• Content you provide through our services

8. Termination

We may terminate or suspend your access to our services immediately, without prior notice, if you breach these Terms. Upon termination:

• Your right to use our services will immediately cease
• We may delete your data after a reasonable retention period
• Provisions that should survive termination will remain in effect

You may terminate your use of our services at any time by uninstalling applications and discontinuing use of our website and services.

9. Governing Law and Disputes

These Terms are governed by the laws of New South Wales, Australia. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good faith negotiation for a period of 30 days.

10. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of our services after changes become effective constitutes acceptance of the modified Terms.

11. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and ScaleUp Gurus regarding our services.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Failure to enforce any right or provision does not constitute a waiver.
• Assignment: You may not assign your rights under these Terms without our consent.

12. Contact Information

For questions about these Terms, please contact us: