Marketing Policy

Marketing Terms Of Service

Last updated on 26 October 2024

INTRODUCTION

These Digital Marketing Terms of Service (referred to as "Marketing Terms" or “Marketing Policy”) will be used to govern the terms of engagement between the Client and Upstart Entrepreneur.

Throughout the Marketing Policy, the terms “we”, “us” and “our” refer to Upstart Entrepreneur Inc (hereunto known as Upstart Entrepreneur), as well as terms such as “you”, “you”, and “yourself” which refer to the Client.

This Marketing Policy, along with the Service Agreement (also referred to as “Terms of Service” or “Terms of Use”) and other policies referenced herein and therein, governs your access to and use of our Marketing Services (that form part our Services) with Upstart Entrepreneur, including any content, functionality and Services offered as part of the Marketing Services on or through Upstart Entrepreneur and their website (upstart-entrepreneur.com), online or offline, whether as a guest, registered user or customer.

This Marketing Policy is an addendum to our standard Website Terms & Conditions or any Service Agreement that might reference this policy and should be read in conjunction with that policy and/or agreement. All terms and definitions defined in associated policies are also applicable to this policy.

These Marketing Terms are only applicable to customers (referred to as “Customers” or “Clients”) who have purchased and/or signed up for any free or paid for marketing sessions and/or package/s (individually referred to as "Marketing Session/s" or “Marketing Services” or “Marketing”).

By signing any associated service agreement, or by using the Website or by clicking to accept or agree to the Terms of Service (when this option is made available to you at checkout), or by accepting any proposal from us relating to Marketing Services, you accept and agree to be bound and abide by these Marketing Terms and all other policies on our Website and/or referenced in your contract.

By completing checkout on our website and/or making payment for services and/or accepting any written proposal or contract, you are hereby bound by these Marketing Terms of Service.

Section 1: Program / Service

Upstart Entrepreneur agrees to provide you with Digital Marketing Services as defined in your signed service agreement, invoice, approved proposal, order confirmation, or onboarding documentation.

We provide several types of Digital Marketing Services, which may include (but are not limited to):

Digital Marketing Strategy & Management
Paid Advertising Management (Meta, Google, TikTok, LinkedIn, etc.)
Social Media Management
Content Creation (Tier 1, Tier 2, Tier 3)
Email Marketing & Automation
Search Engine Optimization (Standard & Advanced)
Website Management (eCommerce and Service-based platforms)
Website Extras (chatbot management, customer service integrations, etc.)
Copywriting
Graphic Design
Photography and/or Videography

We reserve the right to add, remove, extend, or customise our service offering at any time at our sole discretion, and to offer additional or auxiliary digital marketing services not specifically listed above. These may be created on a per-client basis depending on your business needs. All such services, whether pre-defined or custom-developed, shall be governed by these Digital Marketing Terms of Service unless otherwise agreed in writing.

As a condition of engaging in Digital Marketing Services, you agree to be bound by all policies and procedures set out in this agreement, including those incorporated by reference and any addendums or scope of work approved in writing.

As part of your engagement with our Digital Marketing Services, we will provide the following (subject to the package and services you have selected):

Access to an assigned Digital Marketing Manager (or team member) who will oversee, coordinate, and manage your account.
A digital content and campaign calendar developed in line with your strategy and business goals.
A project onboarding checklist outlining all required logins, files, platforms, and access that must be provided by you to enable us to execute your services.
Scheduled strategic marketing sessions or reviews (where included in your package or plan) to discuss progress, results, optimisations, and business alignment.
Email and WhatsApp support during business hours, Monday to Friday, 8:00 AM – 4:00 PM (excluding public holidays in your country of residence).
Collaboration tools for file sharing and access to marketing documents (e.g. content calendars, drafts, performance reports).

You understand and accept that our services are based on a collaborative partnership and that your input, feedback, and timely delivery of content, access, and approvals are essential to ensure we meet delivery timelines and performance goals.

You confirm that you understand the services you have selected prior to signing up and that these services have been scoped, priced, and agreed to based on your specific business requirements.

You acknowledge and accept that:

Our role is to strategise, manage, and optimise your digital marketing operations — not to act as employees of your business or replace your internal teams.
Any results you receive are dependent on a number of external factors, including platform behaviour, market conditions, audience receptiveness, your product or service performance, pricing models, and your internal operations.
While we will use our best efforts and experience to deliver excellent service and insights, we make no guarantees of performance, conversion, or sales. Please refer to our Disclaimer for more information.
You have the right to accept, adapt, or reject any strategy, recommendation, or campaign direction at your sole discretion — but understand that implementation delays or partial implementation may impact results, for which we cannot be held liable.
You are responsible for providing us with all necessary login credentials, data, access permissions, media assets, and content required to execute your services.
Any delays or disruptions caused by missing or incomplete information, unapproved content, or lack of access may impact performance and do not qualify as non-performance by us.

You understand that this is a done-with-you service relationship, not a done-for-you miracle machine. If we’re both showing up, staying on track, and aligning your marketing with your business goals, the results tend to follow.

Concurrent Engagement Notice

If you are receiving both Mentorship Services and Marketing Services from Upstart Entrepreneur, you acknowledge that both sets of Terms of Service apply independently and concurrently. In the event of overlapping clauses, the stricter or more specific provision shall take precedence. This is to ensure clarity and enforceability across service categories. By agreeing to these Terms, you affirm that you have reviewed and accepted the Mentorship Terms of Service in addition to these Marketing Terms.

Section 2: Bonuses

From time to time, we might offer bonuses to individuals who sign up for the Mentorship. You shall be entitled to any bonuses offered to you at the time of your enrolment. Bonuses are not guaranteed to be available for the entire lifespan of the Mentorship and they vary depending on specific live and automated promotions throughout the year.

Section 3: Digital Marketing Management

If you have purchased or subscribed to our Digital Marketing Strategy & Management services, the following terms apply in addition to the general conditions of this agreement.

Scope of Service:

Digital Marketing Strategy & Management refers to the provision of strategic planning and coordination services intended to guide, align, and optimise the Client’s digital marketing activities across various platforms. This service may be delivered as a once-off project or as part of an ongoing monthly package, depending on the terms agreed upon in the signed proposal or invoice.

Strategic services may include, but are not limited to:

Development of a custom digital marketing strategy aligned with the Client’s goals and objectives
Identification of customer journey touchpoints and marketing funnel mapping
Creation of marketing calendars, campaign outlines, and channel alignment plans
Guidance on budget distribution, content planning, and platform selection
Strategic reviews and performance feedback sessions (as defined in the service plan)
Cross-functional coordination between marketing services (ads, content, SEO, etc.)

Deliverables:

All strategy-related documentation, calendars, checklists, and plans provided as part of this service will be made available to the Client via shared folders or approved communication tools. These materials are licensed for internal business use only and may not be reproduced, resold, or distributed without prior written consent.

Unless otherwise agreed, strategic documents will be delivered in standard formats (e.g. PDF, spreadsheet, or presentation), and will not be customised beyond what is stated in the agreed scope of work.

Exclusions:

The following are expressly excluded from this service unless otherwise stated in writing:

Execution of digital marketing tasks such as content posting, campaign management, or advertising operations
Creative production (e.g. copywriting, graphic design, video editing), unless separately scoped under Content Creation or other services
Direct sales closing, outreach, or customer engagement on the Client’s behalf
Payment of third-party costs such as ad spend, platform subscriptions, or software tools

Where such services are required, they must be contracted separately and will be subject to their own scope and pricing.

Client Obligation:

To enable the delivery of Digital Marketing Strategy & Management services, the Client agrees to:

Provide all requested business, marketing, sales, and operational information in a timely manner
Be available for scheduled strategy sessions or provide alternative dates within a reasonable timeframe
Review and approve campaign calendars, strategic documents, and proposed changes without unreasonable delay
Communicate honestly about marketing goals, performance data, and internal constraints which may affect implementation

Delays caused by the Client’s failure to respond, participate, or supply necessary information may result in missed deadlines or underperformance, for which Upstart Entrepreneur shall not be held responsible.

Revisions and Modifications:

Strategy may be revised during the service period based on performance data, campaign results, or updated business goals. The frequency of reviews or modifications shall depend on the Client’s selected package and may include monthly sessions, quarterly planning, or once-off strategic reviews.

Any additional sessions, changes, or redesigns of the strategic framework requested outside the scope may incur additional fees at the discretion of the Digital Marketing Manager.

Special Notes:

Upstart Entrepreneur provides strategic services based on experience, data analysis, and professional judgement. However, the Client acknowledges and agrees that:

No guarantees are made regarding sales, leads, traffic, or specific performance outcomes
Implementation of the strategy remains the responsibility of the Client (unless otherwise contracted)
Failure to implement, partial implementation, or delayed execution may impact performance
The Client retains the right to accept, reject, or modify any strategic recommendation at their own risk

The Client further understands that digital marketing strategy is a planning and advisory service, not an operational or execution-based service, and that results depend on a variety of factors beyond the control of Upstart Entrepreneur.

Section 4: Paid Advertising Management

If you have purchased or subscribed to Paid Advertising Management services, the following terms apply in addition to the general terms of this agreement and any scope of work or proposal approved by both parties.

Scope of Service:

Paid Advertising Management refers to the setup, management, and optimisation of online advertising campaigns across one or more advertising platforms. This includes but is not limited to:

Meta (Facebook & Instagram)
Google Ads (Search, Display, Shopping, YouTube)
TikTok Ads
LinkedIn Ads
X (formerly Twitter) Ads
Pinterest Ads (if applicable)

Services may include, but are not limited to:

Initial account setup and configuration
Pixel/event tracking and tag installation (where access allows)
Audience research, targeting strategy, and campaign structure
Creation of campaigns, ad sets, and ads in line with approved objectives
Writing of ad copy (unless client provides it)
Use of client-provided or pre-approved creatives
Testing of campaign elements (e.g. audiences, placements, headlines)
Ongoing performance monitoring and optimisation
Generating reports and performance summaries

All campaign strategies are designed to support the Client’s objectives, including (but not limited to) lead generation, website traffic, sales, or brand awareness.

Deliverables:

Exclusions:

Unless explicitly stated in the scope of work, the following are not included in Paid Advertising Management services:

Ad spend (all media costs are the responsibility of the Client and paid directly to the platform)
Graphic design or video editing unless separately included under Content Creation or Graphic Design services
Photography or videography of any kind
UGC or influencer management unless scoped
Creation of custom reels unless separately included under Content Creation Tier 2.
Copywriting outside that of ads.
Recovery of lost or old accounts.

Client Obligation:

To enable the delivery of Digital Marketing Management services, the Client agrees to:

Provide all requested business, marketing, sales, and operational information in a timely manner
Be available for scheduled strategy sessions or provide alternative dates within a reasonable timeframe
Review and approve campaign calendars, strategic documents, and proposed changes without unreasonable delay
Communicate honestly about marketing goals, performance data, and internal constraints which may affect implementation

Revisions and Modifications:

Any additional sessions, changes, or redesigns of the strategic framework requested outside the scope may incur additional fees at the discretion of the Digital Marketing Manager.

Special Notes:

Upstart Entrepreneur provides strategic services based on experience, data analysis, and professional judgement. However, the Client acknowledges and agrees that:

No guarantees are made regarding sales, leads, traffic, or specific performance outcomes
Implementation of the strategy remains the responsibility of the Client (unless otherwise contracted)
Failure to implement, partial implementation, or delayed execution may impact performance
The Client retains the right to accept, reject, or modify any strategic recommendation at their own risk

Section 5: Social Media Management

If you have purchased or subscribed to Social Media Management services, the following terms shall apply in addition to the general terms and conditions of this agreement.

Scope of Service:

Social Media Management refers to the professional setup, management, coordination, and scheduling of branded content across selected social media platforms to enhance visibility, engagement, and brand consistency.

Social Media Management services may include, but are not limited to:

Account setup or optimisation for selected platforms
Scheduling and publishing of pre-approved content (posts, stories, reels)
Light engagement such as reacting to or liking community responses
Hashtag research, post optimisation, and platform-native features (e.g. tagging, mentions, etc.)
Management of the content calendar in line with the Client’s business objectives
Social platform performance insights and light reporting (if scoped)
Collaboration with other service areas (e.g. content creation, paid ads) to ensure alignment

Platforms supported include (subject to scope of agreement or as specified in the invoice):

Meta (Facebook & Instagram)
TikTok
LinkedIn
X (Twitter)
YouTube Shorts (on request)
Pinterest (on request)

The exact platforms covered will depend on the package you have selected and will be listed in your approved proposal, invoice, or scope of work.

Deliverables:

Upstart Entrepreneur will deliver social media content and management services in accordance with the content calendar approved by the Client. Deliverables may include:

Scheduled posts, stories, or reels (quantity and format subject to the plan selected)
Platform-specific formatting, hashtags, and scheduling
Light engagement actions (likes, post responses where agreed)
Performance reporting (where included)

Unless otherwise stated, deliverables are based on a consistent posting frequency outlined in the approved scope of work. Requests for content outside the agreed-upon calendar (e.g. holiday posts, sale alerts, flash announcements) may be accommodated at our discretion or quoted separately.

Exclusions:

The following services are excluded from Social Media Management unless specifically included in writing:

Responding to DMs or direct customer messages (see Customer Service Centre Management)
Complex engagement (i.e., comment threads, complaints, disputes, product inquiries)
Community moderation or group management
Full-time monitoring or “real-time” posting
Influencer outreach or UGC sourcing
Graphic design or video editing outside of approved content creation tiers
Scheduling or posting content not aligned with the agreed content calendar

If the Client requires real-time or reactive engagement, this must be scoped separately and may incur an additional charge.

Content & Scheduling Process:

All content is uploaded into the shared content calendar or content scheduling tool for Client review. The Client is responsible for approving or requesting edits within the approval window provided.

If the Client fails to approve content by the publishing deadline:

Content may be delayed, omitted, or posted using placeholder copy provided by the marketing team
No refund, credit, or adjustment will be issued for content not posted due to delayed approval
The Client assumes full responsibility for missed engagement or posting gaps

If the Client is providing their own content or captions, it must be submitted at least 5 business days before scheduled posting to allow for scheduling, tagging, formatting, and quality assurance.

Access Requirements:

The Client must grant full admin or editor access to the required platforms in order for services to be fulfilled. Where applicable, access will be requested via partner tools (e.g., Meta Business Suite) to maintain secure, auditable access.

Failure to provide platform access may delay or limit service delivery, and Upstart Entrepreneur shall not be held liable for results impacted by insufficient or restricted access.

Posting Frequency & Content Calendars:

Posting frequency is based on the strategy developed during onboarding and may vary depending on:

The number of platforms covered
The Client’s content creation tier
The Client’s available content
Brand objectives and engagement strategy

Content calendars are developed monthly or bi-weekly (depending on your plan) and reviewed during strategic marketing sessions or shared for Client approval via email or designated project tools.

Changes to the calendar after approval are permitted within reason, but repeated changes may impact posting consistency and require renegotiation of scope.

Unless otherwise specified in your approved scope of work, content will be posted in line with the mutually agreed content calendar and campaign strategy. Requests for excessive daily or weekly posting (e.g. more than one post per platform per day), sudden changes in frequency, or ad hoc “spur-of-the-moment” requests not planned in the calendar may be declined or subject to additional charges at our discretion. These types of high-frequency posting plans require dedicated resources and must be scoped and billed separately.

Client Obligation:

To ensure successful execution of social media management services, the Client agrees to:

Provide all necessary branding assets (e.g. logos, fonts, style guides)
Deliver product images or content not covered under our content creation service
Review and approve scheduled content within the approval window
Notify us of upcoming promotions, events, or holidays relevant to the business
Alert us to internal or public relations issues that may affect social content
Refrain from making repeated or excessive content requests outside the agreed-upon posting frequency without prior discussion and approval. Excessive posting may result in additional costs or scope renegotiation.

The Client is responsible for the accuracy of all content related to product names, pricing, discounts, and availability.

Upstart Entrepreneur is not liable for posts that include outdated or inaccurate information due to late content submission or internal miscommunication.

Revisions and Modifications:

The Client may request changes to social media content during the scheduled review period prior to publishing. Each post, story, or reel is limited to one round of revisions unless otherwise agreed in writing.

Additional revisions, late-stage changes after approval, or rework resulting from delayed or inaccurate feedback may be billed separately or cause posting delays. Repeated changes to the overall content calendar may require a revised scope of work or incur additional administrative costs.

Upstart Entrepreneur reserves the right to decline repeated last-minute requests that fall outside of the structured scheduling process or that conflict with best practice guidelines.

Special Notes:

Upstart Entrepreneur provides Social Media Management services to enhance visibility, consistency, and brand presence, however, we do not guarantee:

Specific follower growth
Engagement levels
Viral reach or platform exposure
Sales outcomes from organic posts

Social media platforms regularly change their algorithms, and organic reach is subject to many external factors. While we use our best efforts to optimise for engagement, results may vary.

Section 6: Content Management

If you have purchased or subscribed to Content Management services, the following terms apply in addition to the general terms of this agreement.

Scope of Service:

Content Management refers to the strategic planning, creation, and delivery of digital content across platforms to support your business goals. This includes the development of both visual and written content aligned with your brand, audience, and marketing objectives.

Our Content Management services are delivered through structured tiers, with optional add-ons, as follows:

Tier 1 – Static Content

Design of static posts and visuals for use across social, email, or websites
Light photo editing and formatting using client-provided images
Resizing assets for platform-specific dimensions
Visual enhancements using brand colours, logos, and overlays

Tier 2 – Video & Reels

Production of short-form video content for platforms such as TikTok, Instagram Reels, YouTube Shorts
Editing of raw video footage (supplied or captured as scoped)
Application of transitions, music, voice overlays (where available), subtitles, and platform-friendly enhancements

Tier 3 – Long-Form & Advanced Content

Blog writing, long-form articles, pillar content
Email sequences, PDF lead magnets, and campaign assets
Educational or multi-post content broken into series
Infographics and visual storytelling tools

Content Strategy (Included or Standalone). This service may also be purchased separately if you wish to manage execution internally. All Content Management Tiers (1–3) include the development of a content strategy tailored to your business, including:

Definition of content pillars and themes
Distribution planning across platforms
Timing and cadence strategies based on engagement trends
Alignment with marketing campaigns, launches, and offers

Influencer / User-Generated Content (Add-On). This service is not included in standard content tiers and must be scoped and priced separately. If selected, this optional service includes:

Identification and outreach to influencers and creators
Planning of content collaborations or UGC submissions
Coordination of deliverables, permissions, and basic licensing

Deliverables:

The number and type of content pieces delivered per month will be defined in your proposal and determined by your selected Tier. Deliverables may include:

Static posts and visuals
Short-form video content
Email graphics and visual assets
Blog articles or long-form written content
Infographics or PDF resources
Strategic content plans or post outlines

All content will be made available via shared cloud storage or content scheduling platforms.

Exclusions:

Content Management services do not include:

Professional photography or videography (unless scoped separately)
Graphic design (unless scoped separately)
Ongoing UGC or influencer management (unless selected)
Real-time content production (e.g. event coverage, live posts)
Commercial printing or merchandise design
Revisions beyond the included limit (see Section 5.4)
Content repurposing or translations unless scoped

Any deliverable or request falling outside the tier selected or original scope may be billed as an additional service at the discretion of the Digital Marketing Manager.

Client Obligation:

To support timely and accurate content delivery, the Client agrees to:

Provide relevant brand assets (logos, fonts, guidelines)
Supply any product photos or raw videos not included in our services
Approve content or request changes within the designated review window
Share any updates that may affect content (e.g. promotions, availability, product launches)

Delays caused by missing approvals or client-side information may result in skipped or delayed content without refund or adjustment.

Revisions and Modifications:

Each deliverable includes one (1) round of revisions, provided the request is made during the review window. Revisions may include:

Text or copy edits
Colour adjustments or branding fixes
Format tweaks or layout changes

Additional revisions, change requests made after final approval, or major directional changes requiring rework will be subject to additional fees or a revised scope.

Ownership & Usage Rights:

Unless otherwise agreed in writing:

Final content may be used by the Client for marketing across their owned digital channels.
Raw design or project files (e.g. PSDs, .ai, video project files) are not provided.
Content may not be resold, redistributed, or shared externally without written consent.
Upstart Entrepreneur retains the right to display final creative in our portfolio.

Special Notes:

Upstart Entrepreneur uses professional tools and industry best practices when creating content, however we do not guarantee:

Specific audience engagement or content performance
Content virality or shareability
Conversion outcomes directly attributable to any individual post, reel, or campaign asset

Performance is influenced by factors beyond our control, including algorithms, platform changes, audience behaviour, and the Client’s product, service, or offer appeal.

Section 7: Email Marketing

If you have purchased or subscribed to Email Marketing services, the following terms shall apply in addition to the general terms of this agreement.

Scope of Service:

Email Marketing services refer to the setup, management, and optimisation of email campaigns and automations designed to engage leads, nurture customer relationships, and support marketing and sales goals.

Email Marketing services may include, but are not limited to:

Setup and configuration of email marketing platforms (e.g., Klaviyo, Omnisend, Mailchimp)
Integration with website, eCommerce, and CRM platforms (where applicable)
Creation of automated flows such as, but not limited to:
- Essential Marketing Flows
- Re-Engagement & Repeat Purchase Flows
- Education & Engagement Flows
Creation and scheduling of newsletter or promotional campaigns
Segmentation and tagging of audiences based on behaviour, preferences, or purchase history
Performance tracking, list health monitoring, and deliverability support
Optional integration with pop-ups and lead capture forms

The structure of the campaigns and flows will align with the Client’s approved content calendar, strategy, or seasonal marketing plans.

Deliverables:

Deliverables will vary depending on the service tier and scope agreed upon but may include:

A defined number of newsletters or email campaigns per month
Pre-built automation sequences (flows)
Audience segmentation reports and tagging structures
Email templates designed with brand consistency
Integration and syncing with your store, CRM, or lead gen systems
A/B testing (if scoped)

Where copywriting is not included in your package, the Client is responsible for supplying all copy. We will assist with formatting and scheduling based on the content calendar.

Exclusions:

Unless otherwise agreed in writing, Email Marketing services do not include:

Copywriting for technical or highly regulated content (e.g. financial, legal, or medical communications)
List rental or cold email sourcing (all audiences must be permission-based)
Purchase or subscription to the email platform — this remains the Client’s responsibility
SMS marketing or WhatsApp flows (unless scoped separately)
GDPR or POPIA legal review of email templates
Product photography, illustration, or custom artwork for emails
Managing customer replies or inboxes (see Customer Service Centre Management)

All additional features not scoped in the initial agreement may be quoted separately at the discretion of the Digital Marketing Manager.

Access Requirements

The Client must provide full administrative or partner access to the chosen email platform and any connected eCommerce or CRM platforms. Without full access, we cannot ensure proper flow configuration, tracking, or audience syncing.

If platform access is restricted, the Client is responsible for implementing any changes or fixes we recommend.

Client Obligation:

To ensure the successful delivery of email marketing services, the Client agrees to:

Supply relevant product or service updates to inform newsletters and automations
Approve or provide content (copy and visual assets) in accordance with the content calendar
Inform us of promotions, new offers, or inventory changes in a timely manner
Maintain legal compliance regarding list collection, consent, and privacy (we can only advise)
Use only permission-based audiences (no purchased or scraped lists)

The Client remains responsible for the accuracy of email content, including prices, links, product availability, and terms. Upstart Entrepreneur is not responsible for errors that result from outdated or incomplete information provided by the Client.

Revisions and Modifications:

Each email campaign or automation includes one round of revisions unless otherwise agreed in writing. Revisions may include:

Subject line or header changes
Copy tweaks (if content was written by us)
Minor design or layout adjustments
Link corrections or CTA refinements

Significant changes to previously approved emails or complete rewrites will be subject to additional charges.

Platform Responsibility

Upstart Entrepreneur is a certified partner with selected platforms (e.g., Klaviyo, Omnisend) and will manage support queries or platform escalations when possible.

However, we are not liable for:

Downtime or outages on the email platform
Bugs or limitations within third-party software
Changes in deliverability due to blacklists or external spam filters
Issues caused by subscriber complaints, unsubscribes, or domain-related spam problems

We may provide deliverability recommendations or technical suggestions, but the final implementation or risk remains with the Client.

Ownership & Rights

All email flows and templates created during the term of this agreement are for the Client’s internal marketing use only
The Client may reuse email templates and sequences but may not resell, redistribute, or white-label them for other parties
Raw design files and editable assets are not included unless otherwise agreed
Upstart Entrepreneur retains the right to display email designs or workflows in its portfolio (excluding sensitive performance data or confidential messaging)

Special Notes:

Upstart Entrepreneur uses best industry practices but does not guarantee:

Specific open rates, click-through rates, or conversions
Revenue attribution unless properly tracked with eCommerce and analytics integration
Legal compliance of client-provided data or email lists
Results from incomplete or delayed implementation by the Client

We will use industry best practices to ensure deliverability, segmentation, and engagement — but final results depend on factors outside our control including list quality, product demand, and market timing.

Section 8: Website Management

If you have purchased or subscribed to Website Management or Website Design services, the following terms shall apply in addition to the general terms of this agreement.

Scope of Service for Website Design / Redesign (Once-Off Service):

Website services are split into two categories:

A. Website Design / Redesign (Once-Off)

Website Design or Redesign is a once-off project-based service involving the creation or overhaul of a website. This may include:

Website Design / Redesign: Planning, designing, and building or revamping your site.
Website Configuration: Setting up pages, navigation, and performance settings for a smooth user experience.
App Management: Recommending, installing, integrating, and testing third-party apps and plugins.
Product Management: Uploading and configuring products, pricing, descriptions, and variant structures.
Website Content: Uploading banners, text, videos, blogs, and formatting media across key sections.
Development & Coding: Minor HTML, CSS, or JavaScript changes to adjust styling or function.
Automations: Setting up flows for cart recovery, lead gen, or upsells.
Optimising Conversions: Enhancing layouts, CTAs, and UX for better conversion performance.
Standard SEO: On-page SEO setup including titles, meta descriptions, alt tags, basic schema, and internal linking.

B. Website Management (Monthly)

This is a continuous monthly service that builds on the design work to ensure your site remains updated, optimised, and high-performing. It includes everything in the Design/Redesign scope, plus:

Regular content, layout, and visual updates
Routine UX enhancements and seasonal design refreshes
Heatmap and analytics review with monthly performance reports
Ongoing conversion rate optimisation
Continued SEO best practices for existing pages and structure
Site testing across browsers and devices for compatibility

This monthly service ensures your website evolves with your business and performs consistently.

Deliverables:

Depending on the selected plan and scope, deliverables may include:

A full website build or redesign (for once-off projects)
Monthly content, product, and design updates
A/B testing and user feedback implementation
Ongoing SEO structure management
Platform-integrated performance and traffic reporting
Scheduled visual refreshes based on campaign cycles

Urgent or high-volume change requests outside of normal workflow may be subject to additional billing.

Exclusions:

Unless specifically scoped or purchased separately, the following are not included:

Custom back-end development or API engineering
Hosting, domain setup, or DNS management
SSL or email server configuration
Complex UX wireframing or UI prototyping
Legal policy content or compliance writing (unless provided by client)
Platform or app subscription fees
24/7 uptime monitoring or emergency recovery services

For advanced functions, please see Section 9: Website Extras.

Access Requirements

To perform website management effectively, we require:

Full administrative access to your website platform (Shopify, WordPress, Wix, etc.)
Access to app stores, plugin dashboards, and third-party integrations
Login credentials or partner invites for necessary tools
Access to analytics dashboards (Google Analytics, Hotjar, etc.)

If access is delayed or restricted, it may delay our work or reduce the scope we can support. We cannot be held liable for results when insufficient access has been granted.

Client Obligation:

To support effective website management and ensure optimal performance, the Client agrees to the following obligations throughout the term of this agreement:

Timely Provision of Materials: The Client must supply all required content, images, videos, banners, product details, pricing updates, written copy, and other assets in a timely and organised manner, in the formats and dimensions requested by our team.
Responsiveness: The Client is expected to respond to questions, feedback requests, and approval items within reasonable timeframes to avoid delays in content scheduling, campaign alignment, or updates.
Change Notifications: The Client must proactively notify us of upcoming campaigns, promotional events, product launches, or pricing changes that will require updates to the website.
Platform Access: The Client is responsible for maintaining active and uninterrupted access to all required accounts including hosting, domain registration, website platforms, and third-party apps.
Compliance and Accuracy: The Client must ensure all information provided is accurate, up to date, and legally compliant. Upstart Entrepreneur is not liable for incorrect pricing, outdated content, or non-compliant information supplied by the Client.

Failure to provide the necessary content or access within the required timeframes may result in delays, skipped updates, or performance impacts. Upstart Entrepreneur shall not be held liable for any disruptions or lost opportunities resulting from client-side delays or incomplete inputs.

Revisions and Modifications:

Upstart Entrepreneur provides flexibility for feedback and iteration within the scope of each website service. However, to maintain quality and workflow efficiency, the following terms apply:

For Website Design or Redesign projects, the Client is entitled to one round of major revisions prior to launch. This includes structural layout changes, content placement, and design adjustments as requested in a single consolidated round.
For Website Management, ongoing small changes, style updates, content swaps, and UX tweaks are included as part of the regular monthly service and are reviewed as part of scheduled maintenance.
Any requests that exceed the typical workload or fall outside the original scope, such as full homepage reworks, multiple layout redesigns, or non-calendar-based campaigns, may be billed separately or deferred for scheduling in a future billing cycle.
Emergency updates (i.e. same-day changes or after-hours requests) are handled on a case-by-case basis and may incur a rush fee or be postponed depending on team availability.

The Client acknowledges that clarity, planning, and timely feedback are essential to maintaining timelines and service standards.

Platform Responsibility

Upstart Entrepreneur is a certified or listed partner with various platforms (including but not limited to Shopify, WooCommerce, Wix, WordPress, Kartra, Kajabi, and others) and will manage platform-related queries and support escalations where our partner status or expertise allows.

However, the Client acknowledges and agrees that Upstart Entrepreneur does not control third-party platforms and cannot be held liable for:

Hosting server outages, downtime, or latency issues
Bugs, glitches, or conflicts caused by theme, plugin, or system updates
Removal, modification, or deprecation of platform features, APIs, or admin functionality
Delays in platform support, approval processes, or unresolved technical escalations

We will always aim to assist in diagnosing the issue, contacting support on your behalf (if applicable), and recommending alternate workarounds. That said, ultimate responsibility for platform-level issues, restrictions, or delays remains with the platform provider and is outside the scope of this agreement.

Ownership & Rights:

Upon full payment of all project fees, the Client is granted full usage rights to the website as delivered. This includes all publicly accessible content, layouts, and configurations created specifically for the Client’s business.

The following terms apply:

All completed website assets, including page layouts, installed apps, structured content, and design elements, are licensed to the Client for use in their own business only.
Raw design files (e.g., layered PSDs, editable Figma files, custom source code) are not included unless explicitly agreed in writing. If provided, such assets may only be used for internal purposes and not for resale or redistribution.
The Client may not duplicate, distribute, resell, or white-label the website or any portion thereof for third-party use without prior written consent from Upstart Entrepreneur.
Upstart Entrepreneur retains the right to showcase the completed website (excluding any sensitive data or proprietary information) in its portfolio, promotional materials, or case studies, unless otherwise agreed in writing.

These terms ensure that both parties’ intellectual property is protected, while allowing the Client the freedom to use the website as intended.

Special Notes:

Upstart Entrepreneur follows industry best practices across all website-related services, but the Client acknowledges the following limitations:

Website performance is influenced by multiple factors beyond our control, including hosting environment, third-party app behaviour, user device/browser compatibility, and platform-specific limitations.
While we optimise for speed, user experience, and SEO, we do not guarantee Core Web Vitals compliance, organic search rankings, or 100% uptime unless explicitly scoped and agreed in writing.
Our Website Management service operates under a fair usage policy. While we are flexible in supporting ongoing improvements, frequent or extensive design overhauls, theme rebuilds, or major structural changes may require scope renegotiation or additional fees.
Conversion rates and traffic metrics are dependent on market trends, offer quality, product demand, and advertising strategy — areas which may fall outside the scope of our website work.

We remain committed to continuous improvement, regular monitoring, and proactive recommendations, but final results are contingent on a combination of strategic alignment, platform stability, and Client-side inputs.

Section 9: Website Extras

If you have purchased or subscribed to any Website Extras, the following terms shall apply in addition to the general terms of this agreement.

Website Extras are optional add-on services that extend the functionality, automation, support, and optimisation capabilities of your website. Each extra is available as either a once-off setup or a monthly management plan (which includes setup, configuration, ongoing optimisation, and support).

Scope of Service:

Website Extras include, but are not limited to, the following:

A. Website Chatbot

Installation and configuration of a front-end chatbot to assist users with common questions, order lookups, or lead capture.

B. AI Chatbot

Setup of an advanced, trained AI chatbot to handle natural language queries related to support, FAQs, product guidance, or general user engagement.

C. Specialised Apps

Integration of third-party apps, plugins, or tools that require configuration, API setup, or workflow implementation beyond standard app installs. This may include booking systems, calculators, loyalty platforms, affiliate platforms, quizzes, or industry-specific solutions.

D. Centralised Customer Service Portal

Setup and integration of a unified customer support system (e.g., Tidio, Gorgias, Zendesk) that consolidates communication from email, live chat, WhatsApp, social media, and other platforms into a single interface for streamlined management.

E. Advanced Search Engine Optimization (SEO)

Strategic and technical SEO enhancements beyond standard on-page optimisation. This may include:

Keyword and content gap research
Backlink building and off-page SEO
Structured data and schema markup
Technical SEO audits and resolution
Blog optimisation and pillar-cluster content strategy
Competitor analysis and ranking reports

Deliverables:

Deliverables will vary based on the Website Extra selected and the service level (setup vs. monthly management). Deliverables may include:

Full setup and integration of the selected tool, chatbot, or app
Workflow configuration and automations (if applicable)
Testing and quality assurance to ensure functionality
Written usage documentation or demo at our discretion (where applicable)
Reporting (for monthly plans)
Ongoing optimisation and usage support (for monthly plans)
Monthly performance or usage summary (for managed extras)

All integrations are scoped individually based on platform compatibility, use case, and business requirements.

Exclusions:

Unless otherwise scoped and agreed in writing, Website Extras do not include:

Development of custom APIs or proprietary code
Hosting of chatbot servers or third-party app infrastructure
Content or copywriting for chatbot flows unless included with Content Creation
Content production or link outreach for Advanced SEO unless explicitly stated
Subscription fees to third-party tools, apps, plugins, or platforms
Support for features not covered by the tool or platform selected
Legal review of chatbot language, data privacy, or automation logic

Additional work outside the original scope will be quoted separately.

Access Requirements

The Client must provide full access to any platforms, tools, dashboards, or admin panels required for installation, setup, or configuration of the Website Extra. This includes:

CMS or eCommerce backend (e.g., Shopify, WordPress)
Admin-level access to any third-party app involved
API keys, platform credentials, or partner invites as needed
Access to design assets, written content, or product databases (where applicable)

Failure to provide timely and complete access will delay implementation. Upstart Entrepreneur is not responsible for any performance delays caused by lack of access or missing information.

Client Obligation:

To ensure the successful setup and implementation of Website Extras, the Client agrees to:

Provide all required information, documentation, and access credentials for integrated platforms, apps, or CRM systems in a timely manner.
Submit written content, chatbot replies, call-to-actions, and brand assets in the formats requested and by the agreed timelines.
Review and approve workflows, chatbot scripts, logic maps, or SEO structures prior to launch. Delayed approvals may postpone go-live dates.
Notify Upstart Entrepreneur of any changes to platform credentials, app subscriptions, or internal system updates that may impact the operation of a Website Extra.
Maintain compliance with any data protection laws, messaging regulations, or user experience guidelines relevant to the tools being implemented.

We are not responsible for functionality issues, campaign misalignment, or performance drops resulting from delayed client inputs, unapproved changes, or the use of outdated content or credentials.

Revisions and Modifications:

Each Website Extra includes an initial setup and configuration based on the agreed scope of work. After implementation:

One round of minor revisions (e.g., chatbot flow updates, wording adjustments, or minor rule changes) is included within the original delivery cycle.
Significant changes to the structure, functionality, or strategy of a Website Extra after completion — including complete reconfigurations or switching platforms — may require a revised scope and incur additional charges.
Ongoing refinement and optimisation are included in monthly management plans only. Clients on setup-only plans will not receive proactive updates or revisions unless scoped separately.
Urgent change requests or off-cycle revisions are subject to team availability and may be billed at a rush rate if accelerated turnaround is required.

Platform Responsibility

Upstart Entrepreneur configures Website Extras using integrations and services offered by third-party platforms and tools. While we use our expertise to set these up effectively, the Client acknowledges:

Functionality and performance of these tools are subject to the capabilities and reliability of their parent platforms, which are outside our direct control.
We are not liable for downtime, bugs, software limitations, usage restrictions, feature removal, or pricing changes imposed by these third-party providers.
Where we hold a partner or agency account, we may escalate platform issues on the Client’s behalf; however, response time and resolution remain at the discretion of the platform provider.
Should an integrated platform make changes that impact the functionality of the Website Extra, we will recommend adjustments, but cannot guarantee uninterrupted service or full compatibility without additional scope.

Ownership & Rights:

All Website Extras provided by Upstart Entrepreneur are configured, customised, and implemented specifically for the Client’s internal business use during the term of this agreement.

Unless otherwise agreed in writing:

The Client is granted a non-exclusive, non-transferable license to use the configuration, workflows, chatbot flows, automation logic, integrations, and strategy documents created as part of the Website Extras, solely for their own business operations.
These materials may not be sold, sublicensed, redistributed, or adapted for use by other entities without the prior written consent of Upstart Entrepreneur.
Raw design files, configuration settings, AI prompt structures, or workflow logic will only be shared where expressly agreed and may be limited to read-only or final-output versions.
Upstart Entrepreneur retains the right to reference general results (e.g., improvements in automation efficiency or SEO traffic uplift) in its portfolio, promotional materials, or case studies, provided no confidential information is disclosed.

Special Notes:

Upstart Entrepreneur implements all Website Extras using industry-recognised best practices; however, the Client acknowledges and accepts the following limitations and realities associated with these services:

Platform Limitations: Website Extras are designed to enhance your digital presence, but their functionality is ultimately bound by the constraints, API access, and system capabilities of third-party platforms and tools.
Chatbot & AI Limitations: Chatbot and AI-based tools function using predefined logic or natural language processing and are not infallible. We do not guarantee the accuracy, legality, tone, or appropriateness of chatbot responses. Periodic human supervision and review are essential.
Advanced SEO Limitations: SEO results are highly dependent on broader factors including content quality, site authority, competitor activity, and ongoing algorithm changes from search engines. While we follow best practices and provide data-driven strategies, no rankings, traffic increases, or search engine placements are guaranteed.
Third-Party Tool Updates: Tools integrated through Website Extras are owned and maintained by external providers. Features, access levels, pricing, and functionality may change without notice. We are not responsible for service disruptions, compatibility issues, or deprecated functions resulting from these external updates.

We are committed to continuous optimisation, strategy refinement, and proactive support within the scope of each Website Extra. However, performance is influenced by a combination of technology, timing, user experience, and the Client’s own inputs — and therefore cannot be guaranteed.

Section 10: Graphics Design

If you have purchased or subscribed to Graphic Design services, the following terms shall apply in addition to the general terms of this agreement.

Graphic Design services refer to the creation, refinement, and delivery of visual assets tailored to your brand and aligned with your marketing objectives. These services may be delivered as once-off projects or as part of an ongoing retainer or digital marketing package.

Scope of Service:

Our Graphic Design services are intended to support your brand identity, campaign goals, and content strategy across digital and physical media. These services may include, but are not limited to:

Designing static digital assets for use across social media platforms, paid advertising, and website banners.
Creating branded collateral such as brochures, flyers, product labels, packaging designs, and signage (if scoped).
Building presentation decks, lead magnets, PDF downloads, and custom guides for lead generation and internal use.
Developing branded visual templates for consistent use across platforms, including carousels, post templates, ad formats, and email banners.
Designing infographics, visual charts, and mockups to support communication, education, or product marketing.
Formatting graphics to meet specific platform dimensions and technical specifications, including vertical video thumbnails, YouTube channel covers, and profile overlays.

All designs will reflect your approved brand guidelines or, in their absence, a visual identity framework we will help develop in collaboration with you.

Design services are aligned with your digital marketing strategy and may support or extend content produced under other services such as Social Media Management or Paid Advertising.

Deliverables:

The specific deliverables for Graphic Design services will depend on the plan or scope agreed upon and may include:

A pre-agreed number of designs per week or month (for ongoing clients)
One-off campaign assets or promotional packages (e.g. product launch packs, sale visuals)
Assets optimised for both web and mobile usage, exported in appropriate formats (.PNG, .JPG, .PDF, or others)
Optional format variations (e.g. resizing for Facebook vs. Instagram vs. website use)
Shared access to deliverables through a cloud-based system (Google Drive or equivalent)
Source files (e.g., .PSD, .AI) only when specifically scoped or purchased

The number and type of deliverables are subject to the scope of your agreement. Designs are scheduled and delivered according to your approved marketing calendar and based on information or requests submitted on time.

Exclusions:

Unless otherwise agreed in writing, the following services are not included under standard Graphic Design:

Custom illustrations or hand-drawn artwork
Advanced animation, motion graphics, or video editing (see Content Creation Tier 2)
Logo design or brand identity development (available as a separate service)
Stock image licensing for commercial resale or exclusive use (client to supply or license)
Coordination with printers, packaging suppliers, or third-party vendors for production output
Layout formatting for long-form documents or publications (e.g., books, magazines)

Any additional requests beyond the agreed deliverables will be reviewed and, if approved, scoped and quoted separately.

Access Requirements

To ensure design alignment and consistency, the Client is responsible for providing the following (where applicable):

Brand guidelines, including logo files, colours, fonts, and tone of voice
High-resolution photography or product images (unless photo services have been scoped)
Written copy or captions for designs, unless copywriting is included
Any references, examples, or templates the Client wishes us to follow
Design specifications or platform sizing if non-standard formats are required

The Client is expected to submit the above assets in a timely manner. Late or missing information may delay turnaround and delivery.

Client Obligation:

The success of Graphic Design services depends on timely and accurate communication from the Client. You agree to:

Provide all required content, images, or branding elements before the start of each design cycle or project
Review design drafts promptly and provide consolidated feedback within the requested timeframe
Notify us of any relevant deadlines, launches, or campaign dates that may affect the design pipeline
Ensure all assets provided are legally owned or licensed for commercial use
Maintain open communication regarding strategic or visual direction changes that may affect ongoing design work

Delays in providing feedback, approvals, or required content may result in missed publishing dates or incomplete campaigns. We cannot be held responsible for such delays.

Revisions and Modifications:

Each design includes one round of standard revisions, which may include:

Colour, font, or layout adjustments
Minor copy or content edits (if content was provided or approved by the client)
Image swaps (if within the same dimensions and design style)

Any additional rounds of revision, major design overhauls, or requests for new versions not aligned with the original brief may incur additional charges or require scope review.

Urgent requests or same-day changes may be accepted at our discretion and may be subject to rush fees.

Platform Responsibility

We create assets optimised for the platforms they are intended to be used on; however, the Client acknowledges:

Platform UI changes may affect how designs appear post-publication, and we are not responsible for how social media platforms, ad networks, or email tools crop, scale, or display artwork.
We will advise on best practices and optimal dimensions, but implementation, uploading, or platform-specific formatting remains the Client’s responsibility unless otherwise scoped.

Ownership & Rights:

Upon full payment, the Client is granted a non-exclusive license to use the final designs within their own business across the agreed channels. The following conditions apply:

Raw design files (e.g., Adobe Photoshop, Illustrator, or Canva files) are not provided by default but may be purchased or included upon request and agreement.
Designs may not be resold, distributed, white-labeled, or adapted for use by third parties without written permission.
All licensed stock photography or fonts used are subject to their respective license agreements and must not be extracted or reused outside the intended design.
Upstart Entrepreneur retains the right to display any publicly released or published designs in our professional portfolio, digital showcases, or case studies, excluding any sensitive or confidential material.

Special Notes:

Upstart Entrepreneur delivers Graphic Design services with a focus on quality, brand alignment, and usability across all marketing channels. While we apply industry-standard tools and processes, the Client acknowledges the following considerations and limitations:

Design is interpretive by nature. Although every effort will be made to understand and execute your vision, visual design is inherently subjective. Final outcomes will be based on the original brief and collaborative input. Excessive iterations due to preference changes may require additional scope.
Visual performance varies by platform, audience, and context. While our designs are created with best practices in mind, we cannot guarantee improved engagement, click-throughs, or conversions from graphics alone, as these depend on campaign strategy, targeting, copy, timing, and platform algorithms.
Platform constraints may affect how designs display once published (e.g., cropping, resizing, compression). We design to meet current platform guidelines, but are not liable for display inconsistencies caused by platform updates or changes.
Client-owned content (including logos, photos, or product shots) must be of sufficient quality to ensure professional output. We are not responsible for poor visual results if client-supplied assets are low-resolution, off-brand, or not suitable for design.
Legal and usage compliance for all third-party elements (e.g., logos, testimonials, licensed images) is the responsibility of the Client. We assume content provided to us has the appropriate rights and licenses for use in the final designs.

Upstart Entrepreneur is committed to delivering polished, on-brand designs that support your business goals. However, final performance and results are influenced by broader strategic, contextual, and technical factors that may fall outside the scope of design work.

Section 11: Copywriting

If you have purchased or subscribed to Copywriting services, the following terms shall apply in addition to the general terms of this agreement.

Copywriting services refer to the strategic creation of written content for marketing, communication, and conversion-driven purposes. This service is provided either as part of a monthly retainer, tied to specific deliverables within other services (e.g., email, ads, social media), or as a once-off writing engagement.

Scope of Service:

Our Copywriting service is focused on crafting persuasive, brand-aligned content that drives awareness, engagement, and sales. Depending on the scope of your agreement, services may include:

Website copy including landing pages, product pages, collection descriptions, and homepage messaging
Social media captions for posts, stories, reels, or carousels
Email subject lines, body content, and CTA messaging for newsletters or automations
Paid advertising copy across Meta, Google, TikTok, LinkedIn, and other platforms
Blog post outlines, article content, lead magnets, or storytelling sequences (where scoped)
Content for packaging, printed material, or branded documents
Sales page and funnel copy, including wireframe drafts or content placement suggestions

Copy is written to reflect your brand tone of voice, target audience, and campaign goals. We use market research, best-practice frameworks, and competitor analysis where appropriate to ensure relevance and effectiveness.

Deliverables:

Copywriting deliverables will be outlined in your service agreement or project scope and may include:

A defined number of copy items per week or month (for ongoing clients)
A set number of ads, posts, or email scripts (for once-off or campaign packages)
Content calendars pre-populated with captions and CTA suggestions
Written documents delivered in editable formats (e.g., Google Docs, Notion, or Word)
Revisions within the agreed terms (see Revisions & Modifications section)
Optional integration of copy directly into your CMS, ad manager, or email system if part of a combined service

Each piece of copy is delivered based on your strategy, creative direction, and timing requirements, with coordination via your assigned Digital Marketing Manager.

Exclusions:

Unless otherwise agreed in writing, Copywriting services do not include:

Technical writing (e.g., legal disclaimers, medical copy, financial disclosures)
Translation services or copy written in languages other than English (unless scoped)
Handwritten or physical copy (e.g., calligraphy, signage mockups)
Data-heavy or scientific whitepapers, academic work, or legal documentation
AI prompt generation, script writing for long-form video or audio (unless scoped under Content Creation Tier 3)

All requested work that falls outside the original scope may require a formal quote or be scheduled separately based on availability.

Access Requirements

To deliver high-quality copy, the Client agrees to provide the following:

A clear brief for each copy request, including goals, offer details, tone, and audience
Accurate product or service information, key selling points, and campaign details
Brand voice guidelines (if available) or approval of tone-of-voice documentation created by Upstart Entrepreneur
Access to relevant analytics, marketing materials, previous copy, or competitor examples (where helpful)
Timely feedback and approval to ensure deadlines are met

Failure to supply clear information or respond to copy drafts within expected timelines may result in missed content publishing windows or reduced quality due to rushed approvals.

Client Obligation:

The Client acknowledges the following responsibilities:

Provide factual, up-to-date details related to the product, service, or promotion featured in the copy
Review and approve or provide feedback on submitted copy in a timely manner
Flag any legal, compliance, or industry-specific phrasing concerns before the copy is finalised
Inform us of content or claims that may require disclaimers or regulation-specific language
Refrain from editing or altering final copy in a way that contradicts its original purpose or campaign alignment without informing us

The Client is ultimately responsible for ensuring factual and legal accuracy. While we apply care and diligence, we rely on your expertise in your industry to flag any issues beyond general marketing considerations.

Revisions and Modifications:

Each copywriting item includes one round of consolidated revisions, covering:

CTA adjustments
Headline or subheader tweaks
Tone refinements based on brand feedback
Word count expansion or reduction for a specific platform
Minor rephrasings for clarity or flow

Major rewrites, strategy shifts, or changes due to missing or delayed inputs from the Client may result in additional charges. Revisions must be requested within five business days of receiving the first draft unless otherwise agreed.

Urgent copy requests (under 24 hours) or copy rewritten multiple times may incur a rush fee or require an updated scope agreement.

Platform Responsibility

We are responsible for delivering finalised, platform-appropriate copy based on current guidelines and character limits for:

Ads (Meta, Google, TikTok, etc.)
Social posts (Instagram, Facebook, LinkedIn, X)
Email systems (e.g., Klaviyo, Omnisend)
Websites (Shopify, WordPress, etc.)

We are not responsible for platform rejection, policy violation, or low performance due to factors beyond copy quality, including targeting, product appeal, creative assets, or ad algorithm behaviour. Clients are responsible for platform approvals, unless we are managing the full campaign under a Paid Advertising service.

Ownership & Rights:

Upon full payment, the Client receives a royalty-free, perpetual license to use the written content for their business. The following conditions apply:

The Client may use the copy on their owned channels, campaigns, and materials
Copy may not be sold, licensed, or redistributed to third parties without permission
If raw content (e.g., strategy docs, prompts, swipe files) is requested, separate licensing terms may apply
Upstart Entrepreneur may showcase select non-confidential copy examples for portfolio use unless specifically requested otherwise in writing

All strategy documents, brand voice guides, and frameworks remain the intellectual property of Upstart Entrepreneur unless explicitly transferred in writing.

Special Notes:

Upstart Entrepreneur provides Copywriting services with a focus on clarity, brand alignment, and strategic marketing goals. However, the Client acknowledges the following:

Copy effectiveness depends on multiple factors including visuals, audience targeting, offer structure, timing, and platform behaviour. No guarantees are made regarding engagement, conversions, or campaign success from copy alone.
Repurposing content for other platforms, audiences, or use cases outside the original scope may impact tone, accuracy, or compliance. We advise against modifying or reusing content without review.
While we follow best practices, we are not liable for copy rejected by platforms due to unforeseen policy changes, nor are we responsible for ensuring legal or regulatory compliance. All claims or sensitive messaging must be disclosed by the Client.
Ad performance, email engagement, and website conversions are influenced by broader campaign execution, not solely the written content.
Unless agreed otherwise, copy is provided for a specific purpose and time-sensitive context. It is the Client’s responsibility to request updates if offers, pricing, or messaging changes.

We remain committed to delivering high-quality, brand-consistent copy but cannot be held accountable for outcomes outside our control or for Client-side implementation decisions.

Section 12: Photography & Videography

If you have purchased or subscribed to Photography and/or Videography services, the following terms shall apply in addition to the general terms of this agreement.

Photography and Videography services refer to the planning, capture, editing, and delivery of original visual media to support your brand’s marketing, content, and advertising strategy. These services may be offered as once-off projects or integrated into ongoing campaigns or content plans.

Scope of Service:

Photography and Videography services may include, but are not limited to:

Product photography, lifestyle shoots, or in-studio flat lays
On-location photography for brand, team, events, or behind-the-scenes content
Short-form video creation for reels, ads, stories, or testimonials
Long-form brand video production, interviews, or training content
Pre-production planning including scripting, shot lists, prop sourcing, and location scouting
Post-production editing including colour grading, audio correction, background music, transitions, cropping, and formatting for platform compatibility
Capturing UGC-style content or managing content from models and brand ambassadors (if scoped)

All visual content is produced according to your brief, content calendar, or marketing objectives, and final delivery formats will align with usage intent (e.g. social, website, ads, print).

Deliverables:

Deliverables will vary based on the type of service and scope selected and may include:

A defined number of edited photos or videos per shoot
Format-specific versions optimised for social, web, or print
Raw footage (only if scoped or purchased separately)
Usage guidelines or mockup references
Cloud storage access to final assets (Google Drive or equivalent)
Editing and cropping tailored to brand and platform requirements

The scope of deliverables will be outlined prior to project start and confirmed in writing.

Exclusions:

Unless otherwise agreed in writing, the following are excluded from standard services:

Travel costs outside the agreed location radius (quoted separately)
Talent/model fees unless scoped
Licensing for commercial music or third-party media
Drone footage, animation, or voice-over production
Production insurance or public liability (unless required and scoped)
Videography involving more than one camera setup, live event filming, or real-time streaming
Reshoots due to client-side delays, absent products, or location issues

Additional features or changes in filming conditions may result in revised scope and cost.

Access Requirements

The Client agrees to provide, as needed:

Products, props, or packaging in advance of the shoot date
Written briefs, shot lists, references, or inspiration
Access to filming or photography locations (and permission where applicable)
Any required brand assets (e.g. logo overlays, visual filters, templates)
Relevant information on context, deadlines, and content goals

Delays in supplying assets, confirming shoot details, or approving direction may impact timelines.

Client Obligation:

To ensure a successful shoot and post-production process, the Client must:

Communicate all creative direction, tone, and expectations prior to production
Deliver all required physical items (e.g., products, props) on time
Secure access to all required locations, participants, or resources
Review and approve edited footage or imagery within the review window
Use media only within the bounds of the licensing and intended scope

We are not responsible for missed deadlines due to unavailable products, location changes, or delayed approvals from the Client.

Revisions and Modifications:

Each Photography and Videography service includes one round of consolidated revisions following delivery of the initial edited content. Revisions may include:

Cropping, timing, or sequencing adjustments
Colour correction or brightness refinements
Caption, subtitle, or music swaps (where applicable)
Minor clip trimming or transitions
Touch-up requests for photography (e.g., light blemish removal, background smoothing)

Major re-edits, reshoots, or changes that result from altered creative direction, missing information at the time of production, or unscoped expectations may be subject to additional charges.

Revision requests must be submitted within five business days of asset delivery. Requests made after this window, or requiring priority turnaround, may be billed as a rush job and subject to team availability.

Platform Responsibility

Visual content is provided in appropriate formats for online use; however, the Client remains responsible for:

Uploading and testing content within their own systems or CMS
Ensuring platform compatibility or updating platform settings for videos (e.g., autoplay, captions)
Using the content within technical specifications for each platform or tool (e.g., TikTok, Instagram, YouTube)

We are not liable for platform-specific display errors, compression issues, or third-party hosting limitations.

Ownership & Rights:

Upon full payment, the Client is granted a non-exclusive, royalty-free license to use the final edited photos and videos for their own business marketing, promotions, and content distribution.

The following conditions apply:

Final deliverables are licensed for the Client’s internal and external marketing use across web, social media, email, and print.
Raw files, unedited footage, or high-resolution master images are not included unless explicitly scoped or purchased separately.
Visual content may not be resold, sublicensed, repackaged, or used by third parties (including agencies, resellers, or partners) without written consent from Upstart Entrepreneur.
Model or talent imagery is licensed in accordance with signed release forms for the agreed usage only. Any change in use (e.g., from web to billboard) may require a new release.
Upstart Entrepreneur retains the right to feature non-confidential imagery and clips in its portfolio, case studies, and promotional material unless a written non-disclosure request is submitted by the Client.

Use of assets beyond the intended scope, without permission, may be considered a breach of these terms and subject to additional licensing fees.

Special Notes:

Upstart Entrepreneur delivers photography and videography to support performance-driven marketing goals. However, the Client acknowledges:

Content quality depends on collaboration, timing, and clear creative direction. Delays, poor lighting conditions, or unavailable products may affect output.
Visual appeal does not guarantee performance — factors like targeting, timing, copy, and distribution all influence campaign results.
AI, third-party editing tools, and software plugins may be used to enhance visuals but are always overseen by professional editors.
Model and talent releases are managed by us when sourcing talent; however, Client-provided models or participants are the Client’s responsibility to manage legally.
No guarantees are made regarding viral success, social reach, or third-party platform performance from visuals alone.

Section 13: Additional Services

Additional Services include any work undertaken by Upstart Entrepreneur or any member of our digital marketing team that falls outside the scope of your selected and contracted marketing services, and which is not otherwise defined in this policy or any associated marketing service description.

This may include, but is not limited to:

Strategic or operational support outside the agreed marketing channels
Ad-hoc business consulting unrelated to specific deliverables
Custom analytics or report building not included in your package
Technical setup, coding, platform support, or troubleshooting
Emergency or after-hours support
Requests for tasks beyond the scope of your digital marketing calendar or deliverable schedule

At our discretion, Upstart Entrepreneur may choose to:

Bill you separately for such services at our standard marketing service rate or a quoted “Done For You” rate
Substitute the time spent on Additional Services in place of scheduled deliverables (e.g., ad management, content creation, email setup), with a deduction applied against your service volume or retainer hours
Offer such work as a once-off goodwill item, with no ongoing expectation of repetition

Where session-based strategy meetings are included in your agreement (e.g., monthly review calls), additional time may be substituted in place of future sessions if the work delivered reasonably replaces that time commitment.

If no formal billing occurs, the Client agrees that Upstart Entrepreneur may, at its discretion, apply a time-for-service exchange model, where any unbilled work completed will be offset against your active monthly scope. This ensures fair use of resources and maintains delivery balance across our service portfolio.

The Client acknowledges and accepts that all Additional Services provided in this way are voluntary and discretionary, and Upstart Entrepreneur reserves the right to bill, substitute, or withhold future scope should excessive or repeat requests fall outside agreed terms.

Section 14: Digital Marketing Team Structure

Upstart Entrepreneur delivers its marketing services through a structured and collaborative team of qualified specialists, each assigned based on their expertise and the scope of your selected services. Roles may include, but are not limited to, Digital Marketing Managers, Social Media Managers, Content Creators, Paid Advertising Specialists, Email Marketing Leads, SEO Analysts, Web Designers, Developers, Copywriters, Graphic Designers, Photographers, Videographers, and Technical Support personnel.

Your assigned Digital Marketing Manager (DMM) serves as the lead authority on your account, overseeing the coordination of your marketing strategy, deliverables, timelines, and communication across all departments. The DMM is responsible for managing your service performance and will be your primary point of contact for all operational and campaign-related matters.

The DMM may escalate matters internally to a Mentor or Director of Upstart Entrepreneur, who represent the highest level of authority within the business. If you have been assigned a Mentor as part of your broader engagement, or if any critical issue arises, you are welcome to reach out to your Mentor or Director directly.

Clients acknowledge and agree that all contracts are structured around service outcomes and deliverables, not tied to specific individuals. Personnel may be reassigned, rotated, or replaced at any time at our discretion to ensure continuity of service, mitigate operational risk, support internal capacity, or improve delivery performance.

Where necessary, we may assign multiple team members within the same role (e.g. two designers or multiple copywriters) to support the scope of your project. Assignment of such resources remains at the discretion of the Digital Marketing Manager and does not alter your contractual obligations or scope unless otherwise agreed in writing.

Upstart Entrepreneur is committed to ensuring the successful and timely delivery of all contracted services regardless of changes in personnel and will maintain high delivery standards across all assigned roles.

Where a Client is also receiving Mentorship Services, the assigned Mentor and Digital Marketing Manager will work collaboratively, where appropriate, to align strategic direction. However, the operational delivery of services remains within the Marketing Services scope and team structure as outlined in this document.

Section 15: Digital Marketing Team

Whilst the Digital Marketing team at Upstart Entrepreneur is composed of highly skilled professionals and specialists, and while we take great care in offering guidance based on our experience and knowledge, the advice and recommendations provided to you during the course of your marketing engagement should not be interpreted as legal, tax, medical, investment, financial, compliance, or regulatory advice of any kind.

Any advice provided by your Digital Marketing Manager or any team member, whether strategic, operational, or creative in nature, should be understood solely as opinions, suggestions, or recommendations based on our prior experience, industry best practices, and your brief — and not as guaranteed professional advice or directives.

As set forth more fully in our Disclaimer, we strive to ensure that the recommendations and strategic direction we provide are accurate, current, and valuable to your business, but we cannot and do not guarantee the accuracy or completeness of any advice or insight given. Neither Upstart Entrepreneur nor any of its employees, directors, or team members shall be held liable or responsible for any errors, omissions, misinterpretations, or resulting losses from the use (or non-use) of our advice, strategies, or resources.

While our team includes professionals with expertise in digital marketing, advertising, and business strategy, this advice is not a substitute for working with a qualified professional who has access to all the facts and circumstances surrounding your specific business, industry, or legal position.

We remain committed to delivering exceptional service and guidance and have taken reasonable steps to ensure our team is qualified to assist you to the best of their ability. However, we do not represent or warrant that every recommendation or action will be free from error, nor that the advice provided will always result in the desired outcome.

You acknowledge that you are responsible for using your own judgment, conducting your own due diligence, and consulting with qualified professionals where necessary. Nothing provided by our team should be relied upon as a sole basis for any critical business decision.

By engaging with our Digital Marketing Services, you accept full responsibility for the results of your actions, the decisions you make, and any outcomes — positive or negative — that result from the advice, strategies, or actions you choose to implement.

You expressly agree not to rely solely on any single recommendation, campaign approach, content strategy, or operational suggestion without ensuring its fit and legality within your specific business model and jurisdiction.

Section 16: Team Member Roles & Responsibilities

The role of any team member assigned to your account, whether a Digital Marketing Manager, Copywriter, Social Media Manager, Paid Ads Specialist, Developer, Designer, or otherwise, is strictly to deliver on the scope of services you have purchased under your active agreement with Upstart Entrepreneur.

Their role is not to perform tasks outside the specific service deliverables outlined in this agreement, and any support provided beyond that scope should not be construed as standard practice, ongoing entitlement, or included service.

From time to time, our team may assist you with tasks that fall outside your service plan — for example, offering feedback on systems we do not manage, helping with ad hoc copy, resolving a platform bug, or giving technical guidance. These actions are provided solely at the discretion of your assigned team member or Digital Marketing Manager and should be seen as goodwill gestures — not a redefinition of scope or expectation.

If any team member assists you with setup, testing, creative production, technical integrations, app configuration, custom strategy, platform issues, or any deliverable that is not covered in your package, this may be classified as an Additional Service. Such services:

May be billed separately before, during, or after the task is completed
May result in a deduction of session hours or deliverables if applicable
Are not required to be quoted beforehand unless you specifically request a quote in writing

It is your responsibility to seek clarification if you are unsure whether a request or task falls within your contracted service scope. By accepting additional assistance, you agree that such services may be billed accordingly or offset against other deliverables, at our discretion.

Upstart Entrepreneur reserves the right to decline tasks that fall outside your purchased services or refer you to the correct scope or pricing tier required to fulfil your request.

Section 17: Resource Allocation & Internal Rights

As part of our service model, Upstart Entrepreneur reserves the right to assign any internal team member or contractor that we deem qualified and capable of delivering the agreed scope of work. This decision is at our sole discretion and is based on availability, skill set, service requirements, or capacity management.

Clients may not request or demand specific individuals to be assigned to their account. Requests for preferred team members may be considered where feasible but are not guaranteed unless specifically agreed in writing.

Our internal team structure is designed to ensure redundancy and reduce delivery risk. We maintain overlapping skill sets and multiple resources across roles to ensure consistent delivery even if a staff member becomes unavailable or transitions out of the business.

All work delivered is subject to the standards and oversight of your assigned Digital Marketing Manager, regardless of which individual resource performed the task.

Section 18: Subcontractors and External Specialists

From time to time, Upstart Entrepreneur may engage vetted subcontractors, freelancers, or external specialists to assist with specific components of your marketing services.

All subcontractors operate under the direct supervision of Upstart Entrepreneur and are bound to confidentiality, data protection, and service-level requirements equal to those of our internal team.

Clients agree that the use of external specialists is permitted without notice or consent. All deliverables remain the property of Upstart Entrepreneur unless licensed differently under specific service sections.

You are not permitted to directly contact or contract with any third party subcontractor introduced through Upstart Entrepreneur unless we provide written permission to do so.

Section 19: Non-Solicitation

To protect the integrity of our business operations, Client agrees to the following non-solicitation and staff protection terms:

You may not, directly or indirectly, hire, solicit, engage, or contract with any current or former Upstart Entrepreneur employee, contractor, or team member involved in your services, directly or indirectly, during the term of this agreement and for 12 months following termination of your last active engagement.
This restriction includes permanent hires, freelance work, consulting, or any form of engagement that would bypass Upstart Entrepreneur’s service framework.

Clients acknowledge that all Upstart Entrepreneur personnel are protected by internal Non-Compete and Confidentiality Agreements, and any attempt to bypass or compromise these agreements is a breach of this contract.

If a Client engages an employee or contractor without prior written approval and formal release from Upstart Entrepreneur:

The Client may be held liable for liquidated damages, including but not limited to:
- A minimum compensation of R150,000 or $10,000 USD, whichever is greater
- Reimbursement for recruitment, onboarding, or transition-related costs
- Compensation for projected revenue losses related to reassignment or loss of internal delivery capacity
- All legal costs associated with enforcement of this clause

Upstart Entrepreneur reserves the right to pursue full legal recourse in the event of a breach, including but not limited to injunctions, damages, and cease-and-desist orders.

Section 20: Digital Marketing Sessions

As part of your engagement with Upstart Entrepreneur, your service package may include scheduled Digital Marketing Sessions with your assigned Digital Marketing Manager (DMM) or another qualified team member.

These sessions are designed to provide high-level oversight, ensure alignment on marketing goals, and support the successful delivery of contracted services. These may occur monthly, bi-monthly, or at key campaign intervals depending on the nature and tier of your service.

Purpose of Digital Marketing Sessions

Digital Marketing Sessions serve the following purposes:

To review recent performance and key metrics
To align marketing deliverables with business goals and upcoming events
To clarify direction, tone, or messaging across campaigns
To resolve blockers or issues affecting progress
To approve or amend strategic recommendations
To ensure campaign timelines are agreed upon and understood

These sessions are intended to support your active digital marketing scope. They are not to be used for business coaching, mentorship, operational consulting, or any support not directly tied to your marketing services. If additional support is required outside this scope, we may recommend booking a Mentorship Session separately.

Section 21: Session Booking, Rescheduling & Attendance

Digital Marketing Sessions are scheduled in advance and are subject to the availability of your assigned Digital Marketing Manager (DMM) or relevant team member. These sessions are provided as part of your service package and are intended to ensure timely alignment and performance optimisation.

Booking Sessions

Sessions may be booked via a shared calendar link or arranged directly with your DMM.
Where a fixed monthly session is included in your package, it is the Client’s responsibility to schedule within the current month. Unused sessions do not roll over unless otherwise agreed in writing.
We reserve the right to adjust available booking slots to accommodate internal scheduling and campaign workload.

Rescheduling & Cancellations

You may reschedule a session with a minimum of 24 hours’ notice, subject to availability.
Rescheduling with less than 24 hours’ notice, or repeated rescheduling, may result in forfeiture of that session.
Cancellations or no-shows without notice will be treated as used and will not be rebooked unless at our discretion.

Lateness & Early Exits

Sessions begin and end at the scheduled time. Late arrival may result in a shorter session with no extension beyond the allocated time.
If you leave a session early, the remaining time will be considered delivered unless due to a fault on our side.
We reserve the right to end a session early in cases of inappropriate conduct or repeated lateness, and such time will be considered used.

Session Substitution

Where applicable, we may substitute a live session with an asynchronous update (e.g. a recorded video update, written report, or deliverable summary) if scheduling proves difficult or if the purpose of the session is purely status-related. This does not affect the total value of services rendered.

Section 22: Session Format

Digital Marketing Sessions are conducted remotely using approved virtual meeting tools, most commonly Zoom, unless otherwise agreed in writing and at the discretion of the Digital Marketing Manager. Sessions are structured to focus on key deliverables, campaign strategy, and performance alignment.

Session Format

Sessions may be conducted one-on-one or include additional team members based on the subject matter or stage of service.
Sessions typically run between 30 to 60 minutes, depending on the scope of the discussion and your package tier.
We reserve the right to invite specialists from our team (e.g., SEO, Ads, or Content Leads) when their input will benefit the discussion.

Use of Materials

All strategy documents, presentation slides, live feedback documents, or session notes remain the intellectual property of Upstart Entrepreneur and are provided to support your active services only.
You may use these materials internally, but you may not share, license, resell, or repurpose them for use by other businesses, consultants, or service providers without express written permission.

Section 23: Session Recordings

You understand and agree that Upstart Entrepreneur reserves the right to record Digital Marketing Sessions at our discretion.

These recordings are confidential and are created solely for internal use. Their primary purpose is to assist our Digital Marketing Managers and team members in tracking deliverables, client input, strategic adjustments, and action points across your campaigns.

We do not guarantee access to these recordings, nor are we obligated to provide them to you. Access to session recordings is granted solely at the discretion of the Digital Marketing Manager or relevant team lead. Clients may request a session summary or written overview of key points if needed, and we may, at our discretion, generate such feedback using internal notes or AI-generated insights.

This does not replace your responsibility to take notes during each session, and we are not obligated to provide recordings, transcripts, or formal reports unless this has been explicitly scoped in your agreement.

If the Client chooses to record any session independently, such recordings must be treated as strictly confidential. You may not share, distribute, publish, or excerpt these recordings for any purpose, commercial or otherwise, without our prior written consent.

Section 24: Communication Between Sessions

Upstart Entrepreneur maintains open and responsive communication with all Clients throughout the duration of their active service period. While scheduled sessions provide a structured space for strategic discussion and performance review, we understand that questions and adjustments often arise between meetings.

Support Channels

Clients may communicate with their assigned Digital Marketing Manager via Email or WhatsApp during standard business hours.
Business hours are Monday to Friday, 8:00am to 4:00pm, excluding public holidays applicable to the Client’s country of residence or operation.

Response Time

We aim to respond to all standard communication within one business day.
Urgent matters (e.g. campaign delays, ad account issues, platform downtime) are prioritised and will be escalated based on severity and impact.
Outside of hours, communication will be responded to on the next business day unless otherwise agreed in writing.

Boundaries of Communication

Communication between sessions is intended for coordination, clarification, and approvals relating to active deliverables or strategy.
It does not replace your Digital Marketing Sessions and should not be used as a substitute for high-level performance reviews, strategy planning, or full campaign overviews.
Excessive, repetitive, or unrelated communication (e.g., general business advice, platform training, or non-marketing queries) may result in a recommendation to upgrade to a Mentorship Plan or request additional consultation time, which will be quoted separately.

Non-Emergency Communication

Requests for new projects, design feedback, or content approvals should be submitted in writing and may take up to 2–3 business days to be reviewed and implemented depending on internal queues.

Section 25: Session Limits & Scope

Digital Marketing Sessions are structured based on the Client’s selected service tier, package type, and project duration. While ongoing communication is supported throughout your engagement, formal sessions are limited to what is reasonably required to deliver and manage your agreed scope of work.

Standard Session Allocation

Clients on a monthly retainer will typically receive 1–2 strategy or review sessions per month, depending on service complexity and deliverables.
Clients on project-based or once-off engagements (e.g., website design or content revamp) may receive a kickoff and closing session, with additional check-ins scoped as needed.
Session frequency and format will be outlined during onboarding and reviewed periodically to ensure effectiveness.

Requesting Additional Sessions

Additional sessions outside of the agreed structure may be requested and, if approved, will be billed separately or deducted from another deliverable (e.g., substituted for a content piece or optimisation task).
Sessions that extend significantly beyond the standard duration or require full-team involvement may also be considered as billable time.

Fair Use & Service Focus

Upstart Entrepreneur provides sessions for the purpose of strategy alignment, performance review, and task coordination only. Sessions are not intended to serve as open-ended business consulting, mentorship, or training sessions unless scoped accordingly.

If session time is consistently used for unrelated matters or outside the purpose of your digital marketing agreement, we may recommend shifting to a Mentorship plan or revisiting the structure of your engagement.

Section 26: Disclosure

You understand and acknowledge that in order for Upstart Entrepreneur to deliver your Marketing Services effectively, you are required to disclose and provide all information, access, assets, and materials that may be reasonably requested by your assigned Digital Marketing Manager or any member of the marketing team.

This may include (but is not limited to) access to platforms, campaign data, branding assets, product details, target audience insights, prior marketing history, business goals, promotional timelines, and any other information relevant to executing your strategy and deliverables.

You acknowledge that failure to provide accurate, complete, and timely information may directly impair our ability to perform services, meet deadlines, or provide recommendations and deliverables that are aligned with your objectives. We will not be held responsible for delays, errors, or reduced performance resulting from withheld, inaccurate, or late information.

All information you share with us, as well as any advice, documentation, reports, or strategies you receive from us, is protected under the Confidentiality and Non-Disclosure clauses of this agreement.

You agree to maintain transparent and prompt communication with your assigned Digital Marketing Manager and to promptly notify us of any changes to your business, product, offer, audience, or platform access that may affect your marketing services.

Section 27: System Access Control

In order to deliver the Digital Marketing Services outlined in this agreement, Upstart Entrepreneur will require access to your business systems to manage, configure, optimise, and report on performance across relevant platforms. These systems may include, but are not limited to, advertising platforms (e.g. Meta, Google, TikTok), eCommerce platforms (e.g. Shopify, WooCommerce), website content management systems, analytics tools, email marketing platforms, social media accounts, cloud-based file sharing services, CRM tools, third-party applications, and any other systems directly related to the delivery of your marketing services.

Where possible, Upstart Entrepreneur will be added to your systems via an official partner access or agency role. On platforms where we are recognised partners (such as Meta Business Manager, Google Ads, Shopify, and others), this access allows us to provide managed services while adhering to the platform’s security and data policies. Partner access typically includes limited administrative control and can be revoked by you at any time.

In cases where partner access is not available or insufficient, you are required to add us as a user with the appropriate permissions needed to perform our duties. Your assigned Digital Marketing Manager will guide you on the level of access required per platform. It remains your responsibility to ensure these permissions are provided promptly to avoid disruption or delays in service delivery.

If you choose not to grant access to certain systems, you may be required to provide the relevant information manually on request. Upstart Entrepreneur is not responsible for any performance, implementation, or reporting issues that result from restricted or delayed access, nor are we liable for any inaccuracies that arise from incomplete data.

You retain full ownership and control of all business systems and assets at all times. We do not, under any circumstances, claim ownership of your platforms, ad accounts, content libraries, product catalogues, subscriber lists, or proprietary data. We will not add, remove, or modify users or billing permissions on your systems unless explicitly instructed to do so in writing and provided with the required access.

At the conclusion or termination of your agreement, you may revoke our access to all systems. However, please note that doing so may result in the loss of any benefits that were associated with our partner status, including but not limited to: discounted platform rates, priority support, beta feature access, or specialised integrations. In some cases, this may lead to increased third-party costs or limited platform functionality.

Should you choose to end your marketing services but wish to retain Upstart Entrepreneur as a registered partner to continue benefiting from platform perks, you may request this in writing. If approved, we commit that no services will be delivered under this access unless specifically scoped and agreed to in writing, and we will not make any changes, configurations, or updates without your prior instruction.

Section 28: Intellectual Property Rights

Throughout the course of our Digital Marketing engagement, both parties may create, access, or exchange a range of assets, materials, systems, strategies, and other proprietary content that may constitute intellectual property (“IP”). This section outlines the ownership, usage rights, and restrictions governing such intellectual property.

Client Intellectual Property

All assets, content, materials, brand elements, designs, data, documents, or systems that you owned or developed prior to engaging with Upstart Entrepreneur remain your sole and exclusive property. This includes but is not limited to: your logo, product catalogue, website content, customer lists, marketing assets, internal documentation, and business processes.

Upstart Entrepreneur does not claim any ownership over your pre-existing or independently created intellectual property. Where access is provided to your IP—whether for use in ads, websites, emails, or other marketing functions—this access is solely for the purpose of fulfilling the scope of services outlined in this agreement and does not constitute ownership, reuse rights, or transfer of IP.

You are responsible for ensuring that all assets, content, and materials you provide to us for use in your campaigns or systems are either owned by you or properly licensed for commercial use. Upstart Entrepreneur shall not be held liable for any infringement or misuse resulting from third-party content you supply.

Upstart Entrepreneur Intellectual Property

All tools, processes, templates, documents, strategies, campaign frameworks, designs, written copy, marketing structures, or digital materials created by Upstart Entrepreneur—either prior to or during the course of your engagement—remain the exclusive intellectual property of Upstart Entrepreneur. This includes but is not limited to:

Campaign frameworks, customer journey flows, or funnel structures
Email automations, segmentation strategies, or content calendars
Proprietary ad templates, hooks, CTAs, or value propositions
Custom dashboards, reports, or analytics structures
Branding or messaging systems we’ve designed or advised on

You are granted a non-exclusive, non-transferable, limited license to use any such IP provided by us only within your business and only for the duration and purpose for which it was intended. You may not copy, resell, sublicense, share, train others on, or use our materials to service other clients or businesses without express written consent.

Any attempt to reproduce, reverse engineer, publicly share, or redistribute our proprietary assets, materials, or strategies—whether in whole or in part—will be considered a breach of these Terms and may result in immediate suspension of services, termination of this agreement, and/or legal action.

Collaboratively Produced Work

Where a deliverable is co-created by both parties (e.g. an ad campaign strategy using your assets and our frameworks), ownership of your raw materials remains with you, but the structure, system, or IP we brought to the collaboration remains ours. Any agreed usage will be outlined in writing between both parties.

Brand & Logo Reference

Subject to mutual agreement, either party may use the other’s name, logo, and brand assets for reference purposes (e.g. inclusion in case studies, portfolios, testimonials, or marketing materials). This will not constitute a breach of this clause. However, no public-facing use of each other’s IP, brand elements, or likeness shall be made without prior written consent.

Mutual IP Respect

Both parties agree not to misuse, replicate, distribute, or falsely claim ownership of each other’s intellectual property. You retain full rights to your business and systems, and we retain full rights to ours. We believe this agreement, like all others, works best when rooted in respect, professionalism, and a clear understanding of boundaries.

Section 29: Payments

All marketing services provided by Upstart Entrepreneur are billed in advance, either on a once-off basis (for services such as setup, audits, or project-based work) or on a recurring basis (for monthly retainers and ongoing service management). Payment confirms your commitment to the service period and scope selected.

Payment Structure

Marketing services may include a combination of:

Fixed-term packages (e.g. 3, 6, or 12-month contracts)
Monthly recurring management services
Once-off service items (e.g. website design, account setup, automation builds)
Add-on services agreed to during the course of the contract

All payments are due monthly in advance on the date stated on your invoice or as specified in your agreement. Invoices are issued via email or online invoicing platform, and you are responsible for ensuring that payment is made on time using an accepted method.

You understand that services will only commence or continue once the corresponding payment has been received in full.

Alternative Payment Arrangements

In certain approved cases, and solely at the discretion of a Director of Upstart Entrepreneur, we may agree to accept payment via bank transfer (EFT) to an alternative business or personal account, particularly in cases where local payments are more convenient or cost-effective for the Client.

Where such arrangements are approved:

The amount payable will be determined in your local currency based on a pre-agreed exchange rate on the day of payment.
The payment will be marked as paid in our system only once funds have been received and cleared.
Acceptance of payment into a personal or non-primary account does not constitute or imply personal liability on the part of any individual associated with Upstart Entrepreneur.

These arrangements are made strictly to accommodate Client convenience and remain subject to written approval from a Director. They do not alter or replace your original contractual obligation, nor do they establish a precedent or permanent agreement unless specifically confirmed in writing.

Late or Missed Payments

If payment is not received by the due date:

We reserve the right to suspend services immediately until all outstanding amounts are paid in full.
A late fee or interest may be applied at the maximum rate allowed by law in the jurisdiction defined on overdue balances.
We may terminate your agreement for non-payment at our sole discretion, in which case you remain liable for any remaining contract value as per the cancellation policy.

If your services are suspended for non-payment, we are not responsible for any loss of visibility, campaign disruption, drop in engagement, or technical failure on any platform due to paused activities.

Upfront Payment & Retainers

Certain once-off or high-effort services (e.g., strategy builds, web development, platform migrations, or bulk content projects) may require upfront payment in full before work begins.

If your agreement includes a monthly retainer for ongoing support or management, this will be billed monthly in advance.

International Clients

All invoices are issued in the agreed billing currency (USD, ZAR, or other as applicable). Clients are responsible for any currency conversion or international bank transfer fees. The invoice is only considered paid in full once the amount due is received in the correct currency, net of any fees or deductions.

Section 30: Non-Payment

You understand that you are liable for all payments due in lieu of services to be provided, currently being provided, or already rendered, and that such payments are due on the date specified in your invoice, subscription agreement, or service contract.

You understand that if you are paying monthly, this constitutes an instalment against the total value of your fixed-term agreement and not a month-to-month subscription. Termination of your contract or services does not release you from your financial obligations, and you remain liable for the full contract value unless otherwise agreed in writing by a Director of Upstart Entrepreneur.

In the event that a payment fails for any reason, including declined card authorisation, processing errors, or insufficient funds, you remain fully liable for the outstanding balance. You hereby grant Upstart Entrepreneur full permission to debit your preferred payment method on file for any outstanding amounts, whether such payment is overdue or due in the current or upcoming billing cycle. We reserve the right to retry failed payments at our discretion without prior notice.

Where you are invoiced manually for services — either as a once-off or ongoing arrangement — and fail to make payment by the due date, we may at our discretion automatically charge your preferred payment method for the full amount owing, and such charge will be deemed fully authorised by your acceptance of these terms.

You understand that we reserve the right to suspend, pause, or place on hold any and all marketing services being rendered — including but not limited to: paid advertising, campaign optimisation, social media management, content creation, strategy development, reporting, email marketing, and web management — until such time as your account is brought up to date and payment has been fully authorised and cleared.

You further acknowledge that Upstart Entrepreneur is not a bank, nor does it offer financing, and that any monies owed shall not be subject to bank credit interest rates or repo-linked rates, but will instead be charged interest at a fixed annual rate of 28%, accrued daily on overdue amounts. Additional monthly service charges and admin fees may also be levied for the management of overdue accounts, subject to our discretion.

Where additional work has been rendered outside the scope of your contracted services, including services provided to your staff, suppliers, partners, or customers, or services rendered due to platform emergencies or technical escalations, and whether or not a formal quote was issued, Upstart Entrepreneur reserves the right to invoice you for such time at our standard hourly service rates, and such invoice shall be payable immediately upon issue.

If payment is not received, we reserve the right to pursue full legal recourse for the recovery of any monies owed. This may include but is not limited to, suspension of your access, referral to legal collections, credit bureau reporting, and the recovery of legal and administrative costs associated with enforcing this clause.

No deliverables, content, assets, campaigns, reports, or creative work will be released or handed over until full payment has been received. Where access has already been granted, we reserve the right to revoke or restrict such access until the account is settled.

Section 31: Methods Of Payment

You acknowledge that by engaging with our services under a payment plan or subscription, you authorize Upstart Entrepreneur to charge your saved payment method — including credit or debit card — for the full value of your service fees, either as a once-off amount or in recurring instalments as agreed in your contract or invoice.

In the event of a failed payment, our billing system may, without notice, automatically attempt to process the transaction again using the same or any other valid payment method on file, at intervals determined by our payment processor. You are required to ensure that your saved payment method remains valid and that sufficient funds are available.

If all attempts to recover the amount due are unsuccessful, you must promptly provide an alternative eligible payment method. Failure to do so may result in suspension of services, contract termination, and legal or collection action as outlined in our Non-Payment clause.

You understand that your billing schedule continues as agreed unless cancellation is approved in writing, and your obligation to pay remains enforceable, regardless of service usage or delivery delays caused by you. Where refund eligibility exists, it will be governed strictly by the terms and procedures outlined in our Refund Policy.

Section 32: Increases

Upstart Entrepreneur reserves the right to increase prices for services at their discretion.

In the event of increases, your active Marketing Service rates will not be affected, and increases will only come into effect when you renew your Marketing Services at the end of your mentorship period, or when a new contract is initiated.

In the event that your Marketing Services are due for renewal and an increase will apply, you will be offered the option to renew such services at the new rates applicable for the mentorship services you request. Your Digital Marketing Manager may, at their discretion, offer you old rates or a discounted rate, for a limited period. However, such an agreement is only valid for a limited time and at the discretion of the Digital Marketing Manager to define that time period and the terms associated with such.

Section 33: Refund Policy

All payments made to Upstart Entrepreneur for digital marketing services are non-refundable, except where required by law or explicitly stated otherwise in a written agreement signed by a Director of Upstart Entrepreneur.

You understand and accept that due to the strategic nature of our work, the time and resource allocation involved, and the intellectual property shared and/or implemented upon engagement, we do not offer refunds for services rendered, in-progress, or scheduled — regardless of service usage, perceived results, or platform changes.

Refund requests submitted for any reason will be reviewed at our sole discretion and must be accompanied by:

A clear written explanation of the reason for the request;
Evidence, where applicable, of service failure or non-performance;
Confirmation that no further access to deliverables, platforms, or content has occurred after the date of the request.

Refunds will not be issued for:

Change of mind or strategic redirection by the Client;
Delays caused by the Client's failure to provide assets, access, approvals, or engagement;
Non-usage of services during an active contract period;
Technical issues beyond our control, such as platform outages or rejected ads;
Results not meeting subjective expectations when services have been delivered in accordance with the agreed strategy and deliverables.

Where a refund is approved, it will be processed via the original payment method within 14 business days, and access to all remaining services and deliverables will be revoked immediately.

Clients on discounted packages or fixed-term pricing structures who request early termination and are granted a refund (in full or in part) acknowledge that:

Upstart Entrepreneur reserves the right to recalculate their billing using standard month-to-month pricing for all services rendered to date;
Any difference between promotional pricing and standard pricing will be deducted from the refund amount, or billed as an outstanding balance where applicable.

You understand and agree that Upstart Entrepreneur is not a financial institution and does not issue credit notes or partial refunds outside the terms outlined above. Refunds are not granted as compensation for underperformance unless material breach of contract is proven.

By using our services, you waive any right to chargebacks or payment reversals via your bank, card issuer, or payment provider, unless fraud is legally proven. Any disputed charges must be addressed with Upstart Entrepreneur directly in writing and in good faith.

Section 34: Cancellation (Voluntary Exit by Either Party)

Cancellation refers to the voluntary decision by either the Client or Upstart Entrepreneur to discontinue one or more digital marketing services, either at the end of the fixed contract term or before the contract’s natural expiry, for reasons not related to breach, misconduct, or failure to perform contractual duties.

All Digital Marketing Services are contracted on a fixed-term basis, typically over 3, 6, or 12 months, as specified in your proposal, invoice, or service agreement. Your agreement may cover one or multiple services, and cancellation may apply to individual services or your full package.

Cancellation by the Client

You may cancel one or more services, or the entire agreement, by providing at least one full calendar month’s written notice via email to your assigned Digital Marketing Manager or director within Upstart Entrepreneur.

The notice must constitute a full calendar month (e.g. cancellation notice received on 10 March takes effect 1 May).
During this notice period, all services and billing will continue as normal.
Any outstanding invoices or payments remain due and payable.

If you cancel prior to completing your agreed term, you will remain fully liable for the total contract value, unless otherwise agreed in writing by Upstart Entrepreneur.

In cases where you received discounted pricing, bundled rates, or other promotional incentives in exchange for committing to a longer-term agreement, and you cancel before the full term is fulfilled, Upstart Entrepreneur reserves the right, at our sole discretion, to either:

Enforce payment of the remaining contract value in full; or
Recalculate the total fees owed by applying our standard month-to-month pricing for all services already delivered, and invoice the difference accordingly.

This right applies whether cancellation is initiated by you or by Upstart Entrepreneur for any permitted reason. No refunds or credits will be issued unless specifically agreed to in writing. This provision also applies in cases of partial cancellation (e.g. removal of specific services while others continue).

Cancellation by Upstart Entrepreneur

Upstart Entrepreneur reserves the right to suspend or cancel any service, or the full agreement, with immediate effect, if:

You fail to make payments on time
You breach any clause in this agreement
You engage in behaviour that is hostile, unethical, illegal, or obstructs service delivery
You misuse the service, platforms, or communication channels in a way that undermines our team or affects delivery

In such cases, your cancellation will be treated as a termination for cause, and you will remain fully liable for the total contract value, unless otherwise agreed in writing by Upstart Entrepreneur.

If your agreement included discounted rates or promotional pricing, and we cancel due to your breach or conduct, we reserve the right, at our sole discretion, to either:

Enforce the full remaining contract value as originally agreed; or
Recalculate your billing based on our standard monthly pricing from the start of the agreement and invoice the difference accordingly.

This protects us against the misuse of long-term discount structures and ensures fair recovery for services already rendered.

Cancellation does not affect any obligations that survive termination, including but not limited to outstanding payments, intellectual property protections, confidentiality, and dispute resolution clauses.

Section 35: Termination (For Breach or Misconduct)

Termination refers to the immediate or agreed and enforceable ending of one or more services within your agreement by either party due to breach, misconduct, or failure to meet contractual obligations. Termination may apply to specific services or to the agreement as a whole.

This agreement may be terminated by either party in accordance with the terms set forth below. Termination may apply to the entire contract or only to specific services within it, as determined by the context of the termination request or enforcement.

Termination by the Client

Clients may terminate their digital marketing services at the end of their fixed-term contract by providing a minimum of one (1) calendar month’s written notice prior to the contract renewal date. Notice must be submitted via email to your Digital Marketing Manager and acknowledged in writing to be valid.

Early termination (prior to the contract end date) is permitted only at the sole discretion of Upstart Entrepreneur. In such cases, the Client agrees that one of the following will apply, as determined by Upstart Entrepreneur:

The full remaining contract value will become immediately due, and no further services will be rendered; or
A recalculated invoice will be issued, charging all services rendered to date at their full standard month-to-month pricing, with the discount previously provided being reversed. The difference will be invoiced and due immediately.

This clause applies whether the termination is for all services or specific components of your service agreement.

Where a Client requests termination after monthly payments have already been made, no refund or credit will be issued for unused time unless specifically agreed in writing by a Director of Upstart Entrepreneur.

Termination by Upstart Entrepreneur

Upstart Entrepreneur may terminate your services immediately and without further notice under the following circumstances:

You fail to make payment or maintain good standing under our Payment Terms;
You breach any material term of this agreement or its related policies;
You engage in conduct deemed abusive, threatening, or obstructive to any member of our team;
You misuse our services in a way that could cause reputational, legal, or financial harm;
You solicit or attempt to hire our team members in violation of the Non-Solicitation clause;
You commit a crime;
You become insolvent or enter into bankruptcy proceedings;
You repeatedly fail to provide necessary access, approvals, or deliverables despite reminders.
You restrict our ability in any way to delivery the Services we have been contracted to deliver.

In the event of such termination, the Client remains liable for the full contract value of all services contracted, regardless of usage or completion status, unless otherwise agreed in writing by Upstart Entrepreneur.

We reserve the right, at our discretion, to recalculate the value of services delivered at our standard month-to-month pricing and invoice the difference, as outlined in the Cancellation and Refund Policy. This clause applies whether termination is initiated by the Client or Upstart Entrepreneur.

No refunds, partial credits, or early release from contract obligations will be provided unless explicitly agreed by a Director of Upstart Entrepreneur.

Section 36: Effect of Cancellation or Termination

The following applies regardless of whether your services end due to cancellation or termination:

All access to our services, deliverables, and shared systems will be revoked on the final date of service.
This includes access to content calendars, project boards, dashboards, campaign files, folders, and strategy documents.
Any active campaigns (ads, emails, social posts, etc.) will be paused, archived, or handed over in a platform-compliant manner.
You are responsible for downloading or requesting final assets or reports before your final service date. We are not obligated to retain or recover materials once the agreement ends.
No sessions, meetings, or deliverables missed due to cancellation or termination will be rescheduled or refunded, unless agreed in writing.
An optional offboarding session may be arranged, subject to our availability and at the discretion of your Digital Marketing Manager. This may incur additional costs.

Cancellation or termination does not affect any obligations that survive the end of this agreement, including but not limited to outstanding payments, confidentiality, dispute resolution, intellectual property protections, and non-solicitation.

Section 37: Offboarding & System Access Security

Upon the conclusion or termination of Digital Marketing Services, whether initiated by the Client or by Upstart Entrepreneur, both parties agree to follow a secure and professional offboarding process that protects the integrity of systems, accounts, data, and intellectual property associated with the marketing engagement.

Each party agrees to the following:

To promptly remove or revoke access for the other party from any platforms, dashboards, or systems used during the course of marketing service delivery. This includes but is not limited to advertising platforms, social media accounts, email marketing software, website backends, and analytics tools.
To return or securely delete any stored login credentials, admin tokens, or account access previously granted for the purpose of managing, monitoring, or executing marketing services.
Not to retain, share, or make unauthorised use of passwords, tokens, API keys, or platform integrations that were active during the agreement period.
Not to use any software, plug-ins, extensions, or tools that enable automatic re-entry, credential storage, or “backdoor” access to systems after the termination of the agreement — unless agreed upon in writing for transition or continuity purposes.
To provide reasonable written confirmation, upon request, that all access has been revoked, and all sensitive information has been deleted, disabled, or anonymised.

Both parties acknowledge that any unauthorised access, data scraping, manipulation, or misuse of credentials after termination constitutes a material breach of contract and may lead to legal recourse under applicable laws. This includes civil claims for damages and/or criminal charges where data security or intellectual property is compromised.

This clause survives the termination of your agreement and remains enforceable indefinitely to protect both parties’ business systems, customer data, marketing infrastructure, and operational integrity.

Section 38: Resolution Of Disputes

Upstart Entrepreneur is committed to resolving all concerns, disagreements, and disputes in a fair, respectful, and timely manner.

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to our Mentorship or Marketing Services, including any associated deliverables, communications, or strategies provided as part of those services.

Dispute Notification & Process:

Should a dispute arise, both parties agree to the following mandatory steps before pursuing arbitration or legal action:

Written Notice:
The aggrieved party must submit written notice of the dispute to hello@upstart-entrepreneur.com, clearly outlining the issue, proposed resolution, and any supporting documentation.
Initial Resolution Attempt:
Upon receipt of the notice, both parties agree to attempt good-faith resolution within 7 (seven) - 14 (fourteen) business days, either:
- In writing via email correspondence, AND
- Via a live Zoom or equivalent online meetings. This step is compulsory prior to invoking arbitration or initiating formal legal proceedings.
Obligation to Participate in Resolution Process:
Both parties agree to fully engage in the resolution process without undue delay. If a party fails to respond or participate in this process, the other party reserves the right to escalate the matter to arbitration.
Arbitration (If Unresolved):
If no resolution is achieved through the above steps, the matter may be referred to binding arbitration, held in Wilmington, Delaware, USA, and facilitated by a neutral arbitrator appointed by Upstart Entrepreneur.
- The party initiating the arbitration will bear the full cost of arbitration unless otherwise ruled by the arbitrator.
- The arbitrator’s decision will be final and binding, and both parties agree to comply fully with the outcome.
- The party initiating arbitration will initially bear the costs. However, the arbitrator may allocate these costs differently based on the outcome or conduct of either party during the process.

Ongoing Obligations During Dispute:

Payments & Services Must Continue:
All agreed service payments, deliverables, and obligations remain in force during the resolution process. Clients may not pause, reduce, or cancel services or payments due to a dispute unless explicitly authorised in writing by a Director of Upstart Entrepreneur.
No Refunds or Credits During Dispute:
No refunds, service credits, or reschedules will be issued during an active dispute unless expressly agreed in writing by a Director of Upstart Entrepreneur.
Missed sessions or deadlines due to dispute engagement will not be made up, unless agreed upon in writing.

Failure by either party to participate in good faith in any resolution meeting, including repeated delays, lack of communication, or failure to attend, shall be deemed a material breach and may influence the arbitration outcome.

Restrictions, Limitations & Client Liability:

If the Client restricts, delays, or withholds access, content, approvals, or collaboration required for Upstart Entrepreneur to fulfil its duties under this agreement, the Client assumes full liability for any resulting delays, performance impact, or loss of results. Upstart Entrepreneur will not be held responsible for underperformance or non-delivery caused by such restrictions.

Confidentiality & Conduct During Dispute Process

Both parties agree to conduct themselves professionally and in good faith throughout any active dispute, and to respect the confidentiality and integrity of the resolution process.

Accordingly, both parties agree to the following restrictions:

Non-Disclosure of Dispute: Neither party shall disclose, share, or discuss the details of the dispute, whether publicly or privately, orally or in writing, in a manner that may harm the business, reputation, or credibility of the other party. This includes posts, messages, or reviews on social media platforms, websites, forums, or private groups.
No Negative References or Reviews: Neither party shall publish or share negative references, testimonials, reviews, or commentary regarding the other party, their staff, or their services while a dispute is active or after its resolution, where such commentary relates directly or indirectly to the dispute.
No Forced Financial Action: The Client agrees not to initiate any forced refund, chargeback, reversal, or complaint with a bank or payment processor regarding disputed amounts until the arbitration or internal resolution process is fully concluded. Doing so will be considered a material breach of these Terms.
Continuity of Payment Obligations:
All active debit orders, recurring invoices, or outstanding payments for services already rendered or scheduled will continue uninterrupted during the dispute period. The Client may not delay, cancel, or withhold payment based on the existence of a dispute unless expressly approved in writing by a Director of Upstart Entrepreneur.
Enforcement of Arbitration Outcomes:
Both parties agree to comply in full with the decision of the arbitrator, including any financial or procedural directives, and to do so within the timeframes specified. Failure to do so will be considered a breach of these Terms.

Breach of These Terms:

If either party breaches any of the conditions listed above, the aggrieved party may seek damages and monetary relief to the maximum extent permitted by law. This includes, but is not limited to, reputational harm, loss of income, legal expenses, and injunctive relief.

Section 39: Limitation Of Liability

To the fullest extent permitted by law, you agree to absolve and hold harmless Upstart Entrepreneur, including its directors, mentors, officers, employees, affiliates, agents, contractors, service providers, licensors, and suppliers, from any and all claims, damages, liabilities, losses, costs, or expenses—whether direct, indirect, incidental, special, consequential, punitive, or otherwise, arising from or related to:

Your participation in or use of any of our Services (including Mentorship Services) or our Website,
Any guidance, advice, content, or information provided by your Mentor or accessed through our Services,
Any business decisions made or actions taken by you as a result of our Mentorship,
Any interruptions, delays, errors, or omissions in our Services or resources.

This includes, without limitation, any claims for lost profits, lost revenue, loss of data, business interruption, opportunity loss, or costs of substitute services, even if we have been advised of the possibility of such damages.

All content, resources, advice, and recommendations provided through our Marketing Services or the Website are provided “as is” and without warranties of any kind, either express or implied. We make no representations or guarantees regarding the accuracy, reliability, suitability, or outcomes of applying any information provided.

In jurisdictions that do not allow the exclusion or limitation of liability for certain damages, our liability shall be limited to the maximum extent permitted by applicable law.

If you are dissatisfied with any aspect of our Services or these Terms, your sole and exclusive remedy is to discontinue use of the Marketing Services in accordance with the Cancellation clauses of this policy.

Section 40: No Personal Liability

In accordance with established legal principles relating to registered business entities, you acknowledge and agree that no individual, including any director, officer, mentor, employee, agent, contractor, or representative of Upstart Entrepreneur, may be held personally liable for any acts, omissions, advice, guidance, services, or outcomes related to your participation in our Marketing Services or use of our Website or other Services.

All actions taken under this agreement are conducted strictly in a professional capacity on behalf of Upstart Entrepreneur as a registered business entity. Your sole and exclusive remedy, if any, shall lie against the company itself and not against any individual associated with it.

It is therefore unreasonable, inappropriate, and legally unenforceable to expect or demand personal liability from any individual involved in the delivery or facilitation of your Marketing Services.

Section 41: Indemnification

You agree to indemnify, defend, and hold harmless Upstart Entrepreneur, its directors, mentors, officers, employees, contractors, affiliates, agents, and service providers from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, expenses, or fees (including reasonable legal fees) arising out of or related to:

Your breach of these Marketing Terms or misuse of the Services,
Your violation of any applicable law, regulation, or third-party rights,
Any content, information, or material you provide to Upstart Entrepreneur during the us of our Marketing Services,
Your use, misinterpretation, or implementation of any advice, information, strategies, templates, resources, or tools provided as part of the Marketing Services,
Your reliance on results, expectations, or outcomes that were not explicitly guaranteed by Upstart Entrepreneur.

You acknowledge that all advice, recommendations, and guidance offered during the delivery of our Marketing Services are based on experience and expertise, but outcomes will vary depending on individual circumstances, effort, market conditions, and external factors beyond our control.

As such, you agree that Upstart Entrepreneur shall not be held responsible for your ability, or inability, to implement any of the strategies or achieve specific results.

This obligation survives the termination or conclusion of the Mentorship Agreement.

Section 42: Disclaimer

Please refer to our full Disclaimer available on our website for more information.
Our Terms of Use and other referenced policies shall apply fully to your participation in our Mentorship Services.

You understand and acknowledge that Upstart Entrepreneur, including its Digital Marketing Team, is not acting as an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, financial analyst, psychotherapist, or accountant.

You further understand that we have not promised, and are not obligated to:

Procure or attempt to procure employment, business opportunities, or sales on your behalf;
Perform business management, operational oversight, accounting, tax consulting, investment advice, or related services;
Provide psychoanalysis, psychological counselling, or behavioural therapy;
Act as a public relations representative or manage your publicity;
Procure interviews, features, media exposure (print, digital, or broadcast);
Provide access to or introduce you to our full network of contacts, customers, suppliers, media outlets, or business partners.

You acknowledge that no ongoing relationship exists between the parties after the conclusion of the Marketing Services. Should both parties choose to continue the relationship, a new and separate agreement will be required, or a renewal of the existing services agreed to.

Section 43: Confidentiality

All information, designs, development, formulas, knowledge, documents, reports, databases, systems, discussions, correspondence, processes, and/or agreements relating to products, services, intellectual property, staff, customers, prospects, suppliers, partners, or associates, of either party, is considered and hereunto referred to as Confidential Information.

All information, designs, development, formulas, knowledge, documents, reports, databases, systems, discussions, correspondence, processes, and/or agreements relating to products, services, intellectual property, staff, customers, prospects, suppliers, partners, or associates, of either party, that is within the public domain or already in the possession of the other party or available to the other party by other means, is not considered Confidential Information.

Both parties are forbidden from disclosing any confidential information, whether directly or indirectly, to any person/entity outside of these Marketing Terms, without written approval from the owner of such confidential information.

Both parties agree not to disclose, publish, utilize, employ, exploit or in any other manner whatsoever use the confidential information, without prior written consent from the owner of such information.

Both parties acknowledge that by sharing confidential information without written permission in any form whatsoever may result in the other party holding such party in breach liable for any loss, action, expense, claim, harm or damage as a result of their actions.

Both parties accept full responsibility for any confidential information in their possession and takes all reasonable precautions to protect such confidential information.

Both parties acknowledge that they are required to let all other parties know immediately of any breach or suspected reach of confidential information, either by themselves, or others they are aware of.

Upon termination of this agreement, by whatever means, both parties will return all confidential information in their possession, in whatever form it may be, to the owners of such confidential information, and ensure that no copies are kept.

You understand that a certain amount of information is kept by Upstart Entrepreneurs for record keeping purposes relating to the Marketing Services, and that such information will remain confidential.

Both parties are aware that any breach of the confidentiality clauses in this agreement will be viewed as a serious act, warranting in some cases criminal action, and that the aggrieved party may pursue legal remedies to prevent any breach, or claim compensation in relation to such breach.

Both parties are restricted from sharing confidential information indefinitely.

All employees, managers, directors, shareholders, consultants, and officers, including any partners or associates of either party involved in the mentorship, directly or indirectly, are subject to the same terms and conditions of the confidentiality clauses in this agreement.

Section 44: Your Responsibility

By engaging Upstart Entrepreneur for Digital Marketing Services, you acknowledge and accept certain responsibilities that are essential to ensuring the effective delivery of services, the protection of intellectual property, and the integrity of our working relationship.

We are committed to maintaining the confidentiality of all information and materials you share with us. In return, you agree to uphold the same level of professional conduct, privacy, and mutual respect for Upstart Entrepreneur and its team.

Your responsibilities include, but are not limited to:

Respecting Confidentiality: You agree not to disclose, copy, reproduce, repurpose, or misuse any proprietary strategies, campaign frameworks, creative assets, internal methods, or deliverables shared with you by Upstart Entrepreneur. All such content is intended for use solely within your own business, and may not be used to support, train, or service other businesses, clients, or educational initiatives without our express written consent.
Protecting Internal Communications: You agree not to share internal communications—including strategic notes, feedback, documentation, recommendations, or correspondence from your Digital Marketing Manager or any member of the team—with any third party unless explicitly authorised in writing.
Providing Timely and Accurate Inputs: You agree to supply all required information, access credentials, brand assets, product data, copy, images, and other business materials in a timely and accurate manner. Delays in providing these inputs may directly impact our ability to deliver on time, and will not be considered a breach or shortcoming on our part.
Participating Actively: You agree to take an active role in the execution of your marketing services by reviewing deliverables, approving content, responding to requests, and communicating important business updates that may affect your campaigns. Your collaboration is critical to ensuring that our services remain aligned with your business needs.
Maintaining Proper Use: Our work is designed for your business only. You may not resell, distribute, publish, license, teach, or reuse our content, strategies, or systems for any external purpose—including other businesses, side projects, group coaching, or client work—without prior written agreement.
Committing to the Process: You acknowledge that the success of your marketing engagement relies not just on our services, but on your consistent participation, decision-making, and timely implementation. While we provide guidance and execution, results depend on your ongoing involvement and readiness to act.

Failure to meet any of these responsibilities may result in delayed timelines, reduced performance, or additional costs. Continued non-compliance may be considered a material breach of this agreement.

By continuing to engage our services, you confirm your understanding and acceptance of these responsibilities. These terms are non-negotiable and essential to protecting the integrity and effectiveness of our partnership.

Section 45: Independent Contractor Status

Nothing in these Marketing Terms, or in any related communications, policies, or services, shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Upstart Entrepreneur, or between you and any of our Digital Marketing Team, employees, or contractors.

Upstart Entrepreneur is acting solely as an independent contractor in providing access to Marketing Services, which are designed to offer education, guidance, and general business advice and related support.

You understand and agree that the information, advice, and strategies shared during the delivery of Marketing Services, including any interactions with our staff or partners, are not intended to constitute, and shall not be construed as, legal, financial, medical, psychological, or any other form of regulated professional advice. You remain solely responsible for your business decisions and outcomes.

Section 46: Force Majeure

Upstart Entrepreneur shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Marketing Terms, for any failure or delay in fulfilling or performing any obligation under these terms when and to the extent such failure or delay is caused by or results from circumstances beyond our reasonable control.

These events include, without limitation:

Acts of God, natural disasters, fire, flood, earthquake, or explosion.
War, invasion, armed conflict, terrorist threats or acts, riot, civil unrest, or insurrection.
Governmental actions, legal or regulatory changes, newly imposed restrictions, or compliance requirements.
Public health crises, pandemics, or epidemics that result in disruption of services, communication, supply chains, sales or delivery.
National emergency or declared states of disaster.
Labour disputes, lockouts, strikes, or workforce shortages (whether or not involving our own personnel).
Power outages, internet disruptions, telecommunications breakdowns, and failure or unavailability of third-party platforms or systems.
Sudden or material shifts in market conditions, macroeconomic events, global recessions, advertising platform algorithm changes, media cost fluctuations, or the unexpected entry or disruption of competitors (e.g. large-scale discount platforms or new dominant players) that materially impact business viability or expected performance.

Such events shall not constitute a breach of these terms. In such instances, Upstart Entrepreneur shall be entitled to a reasonable extension of time or adjustment of deliverables, timelines, or expectations as appropriate.

You acknowledge and agree that while we provide Marketing Services, we are not responsible for predicting or mitigating the impact of unforeseen events or market disruptions that may negatively affect your business outcomes, performance, or ability to implement recommendations.

Section 47: Electronic Communication

By engaging with our Marketing Services, you consent to receive communications from Upstart Entrepreneur electronically. This includes, but is not limited to, email, messaging platforms (such as WhatsApp or social media messengers), booking system notifications, and any online platforms or tools used during the course of your Mentorship.

You acknowledge and agree that all agreements, notices, disclosures, updates, resources, and other communications provided electronically satisfy any legal requirement that such communications be in writing. You further agree that electronic communications hold the same legal effect as physical documents and that they form part of this binding agreement.

It is your responsibility to ensure that we have your correct contact details at all times and to regularly check your communication channels for updates or notices related to your Mentorship.

Section 48: Severability / Waiver

If any term or provision of these Mentorship Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Mentorship Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 49: Assignment

You are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Use or any related or reference policies.

Section 50: Governing Law, Jurisdiction, and Venue

There Marketing Terms, and any dispute arising from or relating to it, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflict of law principles.

You acknowledge and agree that Upstart Entrepreneur Inc. is a business incorporated in the State of Delaware, and as such, Delaware law governs all services provided under this Agreement. Any legal action, proceeding, or dispute must be brought exclusively in the courts located within the State of Delaware.

You further consent to the personal jurisdiction and venue of such courts and waive any objections based on jurisdiction, venue, or inconvenient forum. To the maximum extent permitted by law, this jurisdictional clause overrides any conflicting consumer protection laws or implied rights under the laws of your local region or country.

Section 51: Contact Us

For more information about our Terms of Use, or if you have questions, or if you have any concerns, please contact you Digital Marketing Manager directly via email. Failing which by e-mail at hello@upstart-entrepreneur.com.

Section 52: References And Related Policies

By accepting these Mentorship Terms, you also agree to be bound by the terms and conditions contained in the following related policies, which are hereby incorporated by reference:

These documents form part of this agreement and should be read together with these Mentorship Terms. Any additional terms, conditions, modifications, or agreements communicated to you in writing (including electronically) by Upstart Entrepreneur shall also be deemed incorporated into these Terms and binding upon acceptance.

Section 53: Acceptance

By signing these Marketing Terms of Service documents or accepting services from Upstart Entrepreneur or by making payment on any of our Services, you acknowledge receipt of and agreement to these Marketing Terms of Service and any related policies referenced herein.

We look forward to building a strong and long term business relationship with you.

Yours Sincerely