Legals

Terms of use

Upwire Service

Thank you for choosing to use Upwire – Communications, in a snap™.

The Upwire service takes the hard work out of business communications by allowing users (“you” and “your”) to set up, manage and send automated communications, such as SMS, voice, IVR and email. If you are agreeing to these Terms and Conditions on behalf of a company, unless the context requires otherwise, “you” and “your” will mean the relevant company.

Upwire is owned and operated by Zync Pty Ltd ABN 37 138 612 370 (“Zync”, “we”, “our” and “us”).

If you have any questions at any stage about these Terms and Conditions or your account with us, please email us at support@upwire.com.

Terms and Conditions

 

Terms and Conditions are important so we ask that you to read them carefully and in full before using any of our Services or accessing our Site.

 

These Terms and Conditions explain the terms and conditions on which you may use the products, services, tools, applications, software, APIs (or application program interfaces) or any of the other features and resources that we may offer from time to time (“Services”) whether though www.upwire.com or any of our other websites (collectively “Site”) or otherwise. These Terms and Conditions incorporate by reference our:

  • Privacy Policy; and
  • any other rules or operating policies that we may establish in connection with the Services and/or the Site from time to time and which we include on our Site or otherwise notify you of in writing.

We have different pricing and service options which may require that you also agree to additional terms.
Those additional terms are also incorporated by reference into these Term and Conditions and form part of our agreement with you.

If any of our other policies, rules or additional terms conflicts with these Terms and Conditions, these Terms and Conditions will prevail.

Communication technologies are dynamic and we will always be looking to improve the Services we provide.

Accordingly we reserve the right to change or discontinue some or all of the Services that we offer at any
time. We will obviously aim to do this in a way which causes as little disruption as possible to you.

It is likely that these Terms and Conditions will likewise change over time and we can change them (and any
of the underlying policies, rules and additional terms that are incorporated by reference) at any time by
posting the revised versions on our Site and/or by sending them to you by email. It is your responsibility to
check these Terms and Conditions periodically to ensure that you have read and agree to the most recent
versions. Any changes we make will be effective immediately and unless you close your account will apply
to any use you make of the Services and the Site after the change. If we make changes that you do not
agree to, you must not use the Services or the Site in any way and you should promptly close your account
by notifying support@upwire.com. If you are a pre-paid user and elect to close your account because of
material changes to these Terms and Conditions or pricing, you may be entitled to a refund for some or all of
your pre-paid credits for Services (refer to the refunds section below).

Your Acceptance

By accessing or using the Services in any way, or by clicking on the “I have read and accept the Terms and
Conditions” button at the time you set up your account, you agree to these Terms and Conditions which then
forms a binding agreement between you and Zync.

If you do not agree with these Terms and Conditions, do not click the “I have read and accept the Terms and
Conditions” button and stop using and accessing all Services and the Site immediately.

By accepting these Terms and Conditions, you represent and warrant that:

  • you have the power and authority to enter into this agreement with us and to fully perform all of your
    obligations and you have obtained all necessary consents and authorisations to enable you to do so;
  • your entry into and the performance of this agreement does not constitute a breach of any obligation
    (including without limitation, any statutory, contractual or fiduciary obligation) or default under any
    agreement or undertaking by which you are bound;
  • this agreement constitutes valid and binding obligations on you enforceable in accordance with its terms;
  • if you are a company, the person accepting these Terms and Conditions on your behalf is authorised to do so.
Eligibility

To be eligible to access or use any of the Services and/or the Site, you must:

  • be able to enter into contracts. Amongst other things, this means you need to be at least eighteen years
    old. However, if you are not yet eighteen, you may be able to use the Services in conjunction with your
    parent or guardian who agrees to these Terms and Conditions on your behalf;
  • complete the account set up process and ensure that you keep all your account and payment details up
    to date at all times; and
  • read, agree to and comply with, these Terms and Conditions.

By completing the account set up or by using or accessing the Services or the Site, you represent and
warrant each of the matters set out above are correct and that your use of the Services and access to the
Site won’t breach any applicable laws or regulations.

We can refuse to allow you to set up to use and access the Services at our sole discretion. Examples of
when we might do this include if you have previously had an account with us which was cancelled/ closed or
we are concerned you may not comply with these Terms and Conditions. We may require you to stop using
the Services and close your account if we change our eligibility criteria and you cease to be eligible.

Account Set up

You need to complete the account set up process on the Site in order to use the Services. Amongst other
things, this will require that you:

  • provide us with a username and password;
  • provide or confirm your region;
  • provide us with your contact details including your email address and phone number; and
  • select the plan you wish to sign up for.

Once you have set up your account and used any promotional credit that may be provided to you to allow
you to trial the Services, you will be required to provide credit card or other accepted payment details with
respect to all fees and charges payable.

You represent and warrant to use that all the information you provide us is true, complete. If your details
change at any time, you agree to promptly update your details.

Your account gives you access to the Services and functionality that we may offer from time to time. We
maintain different pricing bands and service offerings depending on your requirements.

  • The Basic, Standard and Advanced plans all requirement pre-payment.
  • The Professional plan also ordinarily requires pre-payment unless we agree to alternative post-paid arrangements.
  • The Enterprise plan will ordinarily be post-paid.

You are responsible for all use of your account and the use of Services using your account and we will not
be liable for any losses caused by any unauthorised use of your account. You must ensure that you
maintain appropriate security for your account including using strong passwords and protecting your
username, passwords, Your Applications and Your Content (as defined below). You should not provide your
login details to any third parties and must not allow anyone else to access the Site or use the Services using
your login details. You agree to notify us immediately of any breach of security or unauthorised use of your
account.

The Service involves transmission of your data over networks that are not owned, operated or controlled by
us, and we are not responsible for any of Your Content or other data lost, altered, intercepted or stored
across such networks. Although we have adopted reasonable security measures, we cannot guarantee that
our security procedures will be error-free, that transmissions of Your Content will always be secure or that
unauthorised third parties will never be able to defeat our security measures or those of our third party
service providers.

Term

Pre-paid: If you have a pre-paid plan, your account will continue to be valid and you will be charged at the
rates which apply at the time your use the Services unless terminated by either you or us in accordance with
these Terms and Conditions. If you notify us in writing that you wish to close your account, your account will
close at the end of then-current billing cycle. If you are inactive for 12 months we may suspend or terminate
your account. We may also terminate your account if you breach these Terms and Conditions or as set out
below. In each case, you will not be entitled to any refund for any unused credits.

Post-paid: If you have a post-paid plan, the term of our agreement with you will be 12 months and will renew
automatically for consecutive periods of 12 months unless either party provides notice of termination 1 month
prior to the relevant renewal date. Post- paid customers will be required to agree to minimum monthly or
annual spend obligations in order to be eligible for post-paid (being Professional or Eligible) plan pricing. If
new minimum spend obligations are not agreed prior to any auto renewal, the minimum spend obligation
from the prior 12 month period will apply. If your account is terminated prior to the end of the relevant term,
you will be liable to pay fees and charges which accrued up to the point of termination and all minimum
spend obligations that would have accrued had your account not been terminated early.

Fees, Billing and Payment

The fees for the Services from time to time are set out on the Site at the relevant time you use the Services.
These may change from time to time so we recommend that you refer back to our fee schedule prior to using
the Services. We may decide to change fees for a number of reasons, including if there are changes our
underlying carrier or infrastructure costs. If you are a pre-paid user, our fees may change between the time
you purchase your credits and you utilise the Services with those credits. You are responsible for reviewing
the applicable fees from time to time and for remaining aware of the fees charged by Zync for the Services
Your fees will include: (i) usage fees at the applicable rate; (ii) depending on the plan you select, monthly or
annual support fees; (iii) any originating fees for establishing a telephone number or other account
establishment costs; and (iv) other fees we may notify to you. You agree to pay all fees which may accrue in
connection with your use of the Services when due (including any taxes, levies, interest and late fees, as
applicable). Any fee information and payment terms presented to you in the process of using or establishing
an account or subsequently communicated to you or included on our Site form part of these Terms and
Conditions.

Depending on where you are located, the fees may be quoted in a number of different currencies. You will
pay all amounts in the applicable currency selected by you at the time you set up your account or you place
your order, as applicable. To the extent of any error in the currency calculation, we can adjust the amount
you are required to pay.

Depending on the option you select, you will be required to pay on either a pre-paid or post-paid basis.

Pre-paid: In order to use the pre-paid option you must pay for your Services in advance (“credits”) using your
credit card, or other form of payment agreed with us. You hereby authorise us to charge your credit card,
PayPal or other account for the credits you wish to acquire with respect to your intended use of Services. By
making a payment you represent and warrant that you are authorised to use that payment facility and make
that payment, and that any and all charges billed will be honoured. Except as expressly provided for in these
Terms and Conditions, any pre-payments are non-refundable and non-cancellable. Any credits which you
purchase must be used within 12 months and any unused credits expire at the end of 12 months from the
date of purchase. Likewise, if your account is inactive for more than 12 months your account may be closed
at which time your credits will expire.

Post-paid: To access the Services on a post-paid basis, unless we agree otherwise with you, you will need to
provide us with valid credit card, PayPal or other acceptable direct debit information and authorise us to
deduct the fees you incur against that account. You hereby authorise us to charge you whenever you use
the Services. Anyone using a credit card, PayPal or direct debit facility represents and warrants that they are
authorised to use that payment facility and make that payment, and that any and all charges billed to that
credit card will be honoured. If we are unable to process your credit card that amount will immediately be
considered overdue and you will need to provide us with an alternative payment arrangements that are
acceptable to us. By prior arrangement and subject to appropriate credit checking, we may agree for
payment under certain Professional plans and the Enterprise plans to be made against an invoice. In that
case, fees for Services are due fourteen days after the invoice date.

We may in the future enable other forms of payment by making them available on the Site. These other
forms of payment may be subject to additional terms which you may have to accept prior using the additional
forms of payment.

Promotional credit: We may from time to time offer you some promotional credit to trial the Services. Any
such promotional credit is not refundable under any circumstances. The promotional credit is only available
for your first use of the Services and we reserve the right to restrict the provision of any such credit to
persons or entities that are associated with someone who has received promotional credit. Any promotional
credit must be used within the specified time of the trial, not to exceed 14 days. Once you have completed a
trial you need to cancel your account if you do not wish to proceed with paid Services.
Third party payment processors: To the extent we use a third-party payment processor, such as a bank,
PayPal or credit card portal company to facilitate your payments, the processing of payments will be subject
to the terms, conditions and privacy policies of the relevant payment processor in addition to these Terms
and Conditions. We are not responsible for error by the payment processor. The processor may retain your
payment details and are authorised to deduct all applicable fees and charges.

Overdue payments: Overdue payments may at our discretion bear interest at the rate of one percent per
month (or the highest rate permitted by law, if less) from the due date until overdue amounts are paid in full.
You will be also be responsible for all reasonable expenses (including legal or collection fees) incurred by us
in collecting such overdue amounts, except where it is caused by a billing error on our part. We may suspend
your account whilesover any amount is overdue. If your plan includes monthly or annual fees, such as
support fees or minimum annual spend requirements, those fees will continue to accrue during any
suspension for non-payment and you must pay all outstanding fees in order to resume use of the Services.

Refunds: We will provide you a refund if required by applicable law or expressly provided for in these Terms
and Conditions. If you elect to discontinue using the Services due to any material changes to these Terms
and Conditions, pricing or the Services within 10 days of such change, we will provide you with a refund for
unused, prepaid credits for the Services. To be eligible, you must email support@upwire.com prior to
providing notification of cancellation. If we terminate our agreement with you because you breached these
Terms and Conditions or any applicable laws, no refund will be issued even if you have unused, prepaid
amounts for Services. Unless required by law, we will not provide any refund if you simply change your mind
about using the Services. We will not provide any refund for expired credits or for any promotional credits. If
you are eligible for a refund, but your actual use of Services would have put you in a higher pricing band, we
may at our discretion choose to recalculate the amount of fees you would have paid had you been in a plan
that reflects you actual usage, and we may deduct the difference from the amount we would otherwise
refund to you.

Third party charges: You acknowledge that any agreement between you and your respective
telecommunications and internet provider will continue to apply when using the Service. You are responsible
for any third party charges that you may incur.

Taxes

Unless otherwise stated in our pricing schedule, all pricing is exclusive of any applicable taxes and duties.
You are responsible for any taxes (other than our income taxes on our revenue) arising in connection with
your use of the Services and you will pay us for the Services without any reduction for taxes. If we are
obligated to collect or pay taxes, the taxes will be invoiced to you, unless you provide us with a valid tax
exemption certificate authorised by the appropriate taxing authority.

Without limiting the foregoing, if we a party makes a supply under or in connection with these Terms and
Conditions on which Australian GST is imposed the consideration payable or to be provided for that supply is
increased by, and the recipient of the supply must also pay to the Supplier, an amount equal to the GST
payable by the party making the supply.

Limited Right to Use

Subject to these Terms and Conditions, for the term of this agreement we grant you a personal non-
exclusive, non-transferable, revocable, non-sublicensable right for you to use the Services on a computer or
other compatible device owned or controlled by you.
Unless permitted by law or as otherwise expressly permitted in these Terms and Conditions, you may only
use the Services for your internal business purposes only and must not (nor may you authorise any third
person to): (i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide
access to any Services to a third party; (ii) reproduce, modify, adapt, create derivative works of, any Service;
(iii) reverse engineer, disassemble, decompile, transfer, exchange or translate any part of the Services or
otherwise seek to obtain or derive the source code; (iv) remove or tamper with any disclaimers or other legal
notices; (v) combine the whole or any part of the Services with any other software, data or material, except
as expressly contemplated herein or authorised in writing with us; (vi) store or use any part of the data,
products, services, tools, applications, software, APIs (or application program interfaces) or any of the other
features and resources you do not own.

Intellectual Property Rights

All intellectual property of any sort in or associated with the Services and the Site, including all code,
libraries, APIs, programs, software, documentation, content (including third party website submissions),
databases, systems, interfaces, logos and trademarks and any and all improvements, modifications and
derivative works thereof are owned either directly by us or by our licensors, as the case may be. You are not
authorised to use any such intellectual property except as is expressly allowed under these Terms and
Conditions and to the extent you develop any improvements, modifications and derivative works, you will do
all things necessary to vest that intellectual property in us. Without limiting the above, you are not authorised
to use our name, logos, images or other materials displayed by us on our Site or any of our trademarks in
any advertising, publicity or any other commercial manner without our prior written consent.
One of the functions of the Services is to allow you to readily generate your own original applications to
manage your desired communication flows (Your Applications) which then interfaces with our messaging
systems and communication networks. You own Your Applications. You will also own any data, content,
materials, and information originally provided by you that you upload and/or transmit using the Services
(Your Content).

Your Applications and Your Content can only be used with respect to your own instances in support of your
permitted use of the Service and you may not, without our prior written approval, distribute Your Applications
to any third party. Given these are applications developed by you, we provide no warranty, indemnification
or other obligation or liability with respect to Your Applications or their combination, interaction or use with
our Services. You represent and warrant that Your Applications have not been misappropriated from or
breach the intellectual property rights of any other person. You grant us a worldwide, non-exclusive,
perpetual, royalty-free, fully paid, license to use Your Application and Your Content (including any related
intellectual property rights and copyright) to the extent required to perform the Services and to help secure
and improve the Services or as may be required for recordkeeping purposes or as may be required by law.
We may also sublicense these rights to the third party service providers (e.g., telecommunications carriers)
for the same purposes. If you download the applications of any third party, you are doing so at your own risk
and understand that you are downloading content that has been developed by a third party, has not been
validated in any way and is not specific to your requirements. It is your responsibility to modify all
applications to suit your own specific requirements.

Without limiting our rights elsewhere in these Terms and Conditions, we may, in our sole discretion, suspend
or terminate your account for any reason (including, without limitation, any alleged breach of the Terms and
Conditions), and you are not entitled to any refund or credit relating to such removal, suspension or
termination.

You are solely responsible and liable for all Your Applications and Your Content using or relating to the
Services. YOU INDEMNIFY, AND AGREE TO DEFEND AND HOLD US HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION
WITH ANY CLAIM BROUGHT AGAINST US BY A THIRD PARTY RELATING TO YOUR APPLICATIONS
AND YOUR CONTENT.

We may include your logo or trade names, trademarks, domain names, and other distinctive brand features
in a list of Zync customers, online or in promotional materials. We may also verbally reference you as a
customer of the Services. You may revoke our right to this by advising us in writing and giving us a
reasonable period to stop the use.

“Upwire”, “Zync” and “Communications, in a snap” and the curved “U” shaped logo are all claimed as
trademarks of Zync.

Telephone number

We may need to provide you with a telephone number in connection with your use of the Services. You
acknowledge and agree that the use of our Services or any of the telephone numbers that we provide in
connection with use of the Services do not grant you any ownership or other rights in the number other than
the limited, revocable right to use the number to use the Services as contemplated in these Terms and
Conditions. You do not have the right to use those numbers indefinitely. Any telephone number we provide
you may be reclaimed by us or the applicable supplier from time to time, and may be re-assigned to other
customers. You may not transfer or assign the numbers we provide to you unless otherwise mutually agreed
in writing.

Your use of the Services

You are responsible for all activity on your account in connection with the Services. You are solely
responsible for Your Applications and Your Content and ensuring that such applications and content comply
in all respects with these Terms and Conditions. You must notify us immediately if you have reason to
believe that there has been or is likely to be a breach of any aspect of these Terms and Conditions.

Without limiting anything else in these Terms and Conditions, you must ensure that Your Content and Your
Applications and your use of the Services:

  • is not in breach of these Terms and Conditions;
  • complies with all applicable laws and regulations (including with respect to privacy, transmission of data
    from one jurisdiction to another and spamming);
  • is not used to distribute unsolicited communications, advertising, marketing or other activities which
    violate anti-spam laws and regulations to any third party in connection with the Services and does not
    access or use third party mailing lists;
  • is not obscene, threatening, offensive, harmful, of bad taste, defamatory or inappropriate;
  • is not false, misleading or inaccurate, or otherwise in contravention of any consumer protection legislation;
  • does not infringe on any third-party’s intellectual property rights and to the extent there are any royalties,
    fees, and other monies owing to any person or entity by reason of Your Content, you agree that they are
    your responsibility;
  • does not infringe any other rights of any person or entity;
  • is not infected with any viruses, Trojan horses, worms, time bombs, cancel bots or other computer
    programming routines or any other computer code, files or other programs including that may that
    interrupt, destroy or limit the functionality of the Services or the Site or the services and site of any third
    party; and
  • does not link directly or indirectly to or include any information that is prohibited under these Terms and
    Conditions.

You represent and warrant that all Your Applications and Your Content will comply with the above. YOU
INDEMNIFY US AND OTHER USERS AND AGREE TO HOLD US HARMLESS AGAINST ANY AND ALL
CLAIMS, LEGAL FEES, DAMAGES AND OTHER EXPENSES THAT MAY BE INCURRED BY US OR
OTHER USERS AS A RESULT OF A BREACH BY YOU OF THE ABOVE.

We reserve the right, but without any obligation, to monitor, scan and preserve Your Applications and Your
Content and audit your use of our Services for any reason at our sole discretion, without notice, to ensure
your compliance with these Terms and Conditions. We reserve the right in our sole discretion to investigate
and take appropriate legal action against anyone who, we believe in our sole discretion, breaches these
Terms and Conditions, including without limitation, reporting information to law enforcement or governmental
authorities. We also reserve the right, in our discretion, but without any obligation, to refuse to transmit Your
Content, or to restrict, suspend or terminate your access to all or any part of the Services at any time without
prior consultation with you. Notwithstanding the foregoing, we assume no responsibility for monitoring the
Site, Services, or You Applications or Your Content, for inappropriate conduct.

You are responsible for providing suitable hardware or communications equipment, and for all other
infrastructure necessary to ensure your access to our Services. You are also responsible, at your own
expense, for the provision and the regular monitoring of telecommunication and access infrastructure
between you and our platform.

To reduce the risk of spam, we require that all communications you send comply with the following minimum
requirements:

  • All communication must contain an “unsubscribe” link that allows subscribers to instantly remove
    themselves from your mailing list. Each such link must remain operational for a period of thirty days after
    the date on which you send the message
  • All emails must contain non-Internet contact information of the sender or the entity on whose behalf the
    email was sent, such as that entity’s address or phone number and all SMS must contain a reply phone
    number
  • All emails must state the reason the recipient is receiving the message.
  • All emails must be compliant with any disclosure requirements that apply to the sender.
Privacy Policy

Any information you supply to us when using the Service will be collected and used by us in accordance with
our Privacy Policy.

Disclaimer, Limitation on Liability and Indemnity

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, TO THE MAXIMUM EXTENT
PERMITED BY APPLICABLE LAW, WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY
(EXPRESS OR IMPLIED) AND DISCLAIM ALL SUCH WARRANTIES IN RESPECT OF THE SERVICES
OR THE SITE OR ANY OTHER GOODS OR SERVICES PROVIDED BY US TO YOU, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY: (I) OF MERCHANTABILITY; (II) OF FITNESS FOR A
PARTICULAR PURPOSE; (III) ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING,
OR USAGE OF TRADE; (IV) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS; OR (V) AGAINST
HIDDEN DEFECTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES
ARE PROVIDED AND THE SITE MADE AVAILABLE ON AN “AS IS”, “WITH ALL FAULTS” AND “AS
AVAILABLE” BASIS AND WITHOUT ANY FURTHER WARRANTIES OF ANY KIND. WE MAKE NO
WARRANTY THAT OPERATION OF THE SERVICE OR THE SITE WILL BE UNINTERRUPTED OR
ERROR FREE OR THAT ALL DEFECTS WILL BE CORRECTED.

The Service involves transmission of your data over networks that are not owned, operated or controlled by
us. Also, you are responsible for generating Your Applications. As such we cannot guarantee that
transmissions of Your Content will be securely transmitted. WE SHALL NOT BE LIABLE FOR DELAYS,
INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE
INTERNET, TELECOMMUNICATIONS AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS
OUTSIDE THE REASONABLE CONTROL OF ZYNC.

Without limiting the above, you acknowledge that:

  • we may temporarily suspend the Services and/or the Site in order to undertake maintenance or
    upgrades or to protect the security of other users;
  • your use of the Services and any reliance by you upon the Services, including any action taken by you
    because of such use or reliance, is at your sole risk;
  • you are solely responsible for the use of the Services and for Your Applications and Your Content; and
  • you have not relied on any representation in ordering the Service or any goods and services from us
    other than as set out in these Terms and Conditions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE COMPLETELY ALL
LIABILITY WHATSOEVER FOR ANY CLAIMS, LIABILITY, LOSS OR DAMAGE OF ANY KIND HOWEVER
CAUSED (INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH ANY GOODS OR
SERVICES PROVIDED BY US INCLUDING THE SERVICE AND THE SITE AND ITS ACCESS, USE OR
PERFORMANCE, INCLUDING, WITHOUT LIMITATION: (A) MISUSE OF THE SERVICE OR ANY YOUR
APPLICATION OR YOUR CONTENT; (B) USE OF THE SERVICE OR ANY YOUR APPLICATION OR
YOUR CONTENT WITH THIRD PARTY DATA, SOFTWARE OR HARDWARE WHICH IS INCOMPATIBLE
WITH THE SERVICE AND/OR NOT RECOMMENDED BY US; (C) FAILURE TO DELIVER
COMMUNICATIONS, REDUCED PERFORMANCE OR NON-AVAILABILITY OF THE SERVICES, THE
SITE OR ANY YOUR APPLICATION OR YOUR CONTENT AS A RESULT OF NETWORK OR
TELECOMMUNICATION CONNECTIONS; OR (D) ERRORS IN THE SERVICES RESULTING FROM
YOUR APPLICATIONS OR YOUR CONFIGURATION OR MANIPULATION OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL
WE BE LIABLE FOR ANY LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES AND DAMAGES FOR LOSS OF
PROFITS) WHATSOEVER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR EQUITY) WHICH
RESULT FROM ANY USE, OR ANY INABILITY TO USE, THE SERVICES, THE SITE, YOUR
APPLICATIONS OR YOUR CONTENT EVEN IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
YOU AGREE THAT OUR LIABILITY TO YOU WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH
YOU CONTRIBUTED TO THE LOSS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF WE ARE FOUND LIABLE TO YOU FOR DAMAGES
OUR LIABILITY IS LIMITED AT OUR OPTION TO RESUPPLY OF THE SERVICES ORDERED BY YOU
OR REFUNDING YOU AMOUNTS PAID IN CONNECTION WITH THE RELEVANT SERVICES.

NOTWITHSTANDING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE
TERMS EXCEED THE GREATER OF ONE HUNDRED AUSTRALIAN DOLLARS OR THE AMOUNT THAT
YOU PAID, IF ANY, TO US FOR ACCESS TO OR USE OF THE SERVICES DURING THE SIX MONTHS
PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

YOU INDEMNIFY ZYNC AND ITS RELATED PARTIES, OFFICERS, EMPLOYEES, AGENTS AND
SUPPLIERS IN RESPECT OF ANY CLAIM, ACTION, DAMAGE, LOSS, LIABILITY, COST, CHARGE,
EXPENSE, OUTGOING OR PAYMENT (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS)
ARISING FROM OR RELATING TO: (I) YOUR USE OF THE SERVICES AND THE SITE; (II) YOUR
APPLICATIONS AND YOUR CONTENT; (III) A BREACH OF THESE TERMS AND CONDITIONS BY YOU;
AND (IV) YOUR BREACH OF ANY APPLICABLE LAW OR REGULATIONS.

Termination and Suspension

You may terminate this agreement if we materially breach any of these Terms and Conditions and do not
cure the breach within thirty (30) days after written notice of the breach, or if we become insolvent.

Refer to Item 7 “Term” above for other bases of termination by you.

We reserve the right to terminate this agreement at any time, with or without cause. Without limiting this
right, we shall have the right to immediately remove you and/or suspend or terminate your use of the
Services in the event of any conduct which we, in our sole discretion, consider to be unacceptable, or in the
event of any breach by you of these Terms and Conditions includes if your fees are overdue for more than
thirty days or if payment details you have supplied us are not current. If we terminate for your breach you
are not entitled to any refund or credit.

Termination, will be without prejudice to any other remedies a party may have under these Terms and
Conditions, by law, or otherwise.

Once the agreement between you and us terminates:

  • the rights and licenses granted by us to you will cease immediately;
  • you (and your end users) must cease all use of the Services and access to the Site;
  • you must pay to us any and all outstanding fees (including any minimum spend obligations);
  • you are required to delete any materials made available to you under these Terms and Conditions,
    including any of our confidential information from your systems;
  • you undertake not to attempt to access the Services or the Site after the date of termination; and
  • we may delete Your Content and your data.
Survival

The following provisions will survive any termination or expiration of this agreement: Fees, Billing and
Payment, Taxes, Intellectual Property Rights, Disclaimer, Limitation of Liability & Indemnity and General and
any other sections which by intent or meaning have validity beyond termination or expiration of this
agreement including all representations and warranties and indemnification that you provide to us.

General

These Terms and Conditions are governed by the laws of New South Wales, Australia and the parties agree
to submit to the exclusive jurisdiction of the courts in New South Wales, Australia. All legal actions in
connection with this agreement shall be brought in the state New South Wales, Australia and the courts of
appeal thereto. The application of the United Nations Convention on Contracts for the International Sale of
Goods is excluded from this agreement.

The Services may be accessed throughout Australia and overseas. We make no representations that the
Services comply with the laws outside Australia. If you access the Services from outside Australia, you do so
at your own risk and are responsible for complying with the laws in the place where you access the Site.

If a problem arises, we would like to first try and work it out with you. You agree that, prior to resorting to any
external dispute resolution or legal process, you will work with us in good faith to resolve any dispute arising
out of or relating to these Terms and Conditions.

You are responsible for responding to a request from a third party for records relating to your use of the
Services including any lawful search warrant, court order, summons, subpoena, other valid legal order. We
will, to the extent allowed by law and by the terms of such third party request: (i) notify you of the receipt of
any such request (if permitted to do so by law); and (b) comply with your reasonable requests at your cost
and expense. You will first seek to obtain the information required to respond to the request on your own,
and will contact us only if you cannot reasonably obtain such information.

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable that provision
shall be read down to the extent necessary to be enforceable and to the extent it cannot be read down it is
deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of the Terms and
Conditions shall be construed in a manner as to give greatest effect to the original intention of these Terms
and Conditions.

The waiver of any right or failure of either of us to exercise in any respect any right provided in these Terms
and Conditions in any instance shall not be deemed to be a waiver of such right in the future or a waiver of
any right under these Terms and Conditions.

Neither party will be liable for inadequate performance to the extent caused by a condition that was beyond
the party’s reasonable control (force majeure), including, without limitation, acts of God, natural disasters,
flood, fire, accidents, decrees or restraints or other actions of governments, strikes or other labour
disturbances, war, sabotage, outages of third party connections, utilities, or telecommunications networks,
including, without limitation, carrier-related problems or issues, internet-access issues, shortage or
unavailability of supplies, and other mechanical, electronic or communications failures or degradation.

No agency, partnership, joint venture, or employment is created as a result of this agreement, and you do not
have any authority of any kind to bind us in any respect whatsoever.
Any notices to you may either be posted on the Site or given in writing (which may be by email) to the
address last notified by you to Zync. Any notices to Zync, and any questions, concerns or complaints relating
to the Service shall be in writing and addressed to: Suite 101, 6-8 Clarke St, Crows Nest, NSW, 2065,
Australia or to support@upwire.com.

These Terms and Conditions, and any rights and licenses granted hereunder, must not be transferred or
assigned by you without our prior express written consent. We may, without restriction, assign this
agreement and our rights and delegate our obligations hereunder to: (i) any of our affiliates or subsidiaries;
or (ii) a third party participating in an acquisition of our shares or assets, change of control, corporate
reorganisation or similar transaction in which we are participating.

In respect of the subject matter of the Terms and Conditions, these Terms and Conditions contain the entire
understanding between the parties. Any previous oral and written communications, representations,
warranties or commitments are superseded by the Terms and Conditions and do not affect the interpretation
or meaning of the Terms and Conditions and each of the parties has relied entirely on its own enquiries
before entering into the Terms and Conditions.

Privacy Policy

Personal Information Management Policy

Zync (“we”, “our” or “us”) recognises the importance of protecting the privacy and the rights of
individuals in relation to their personal information. This includes existing and prospective
customers of our clients, potential and existing employees and contractors whom Zync collects
personal information from or is provided with such information from our clients. We at Zync,
know you care about how your personal information is used and shared, and we take your
privacy seriously.

This document is our privacy policy and it tells you how we collect and manage your personal
information. We manage personal information as an organisation under the Australian Privacy
Principles. This document has been written to accommodate changes to the Privacy Act 1988
(Privacy Act) introduced via the Privacy Amendment (Enhancing Privacy Protection) Act 2012
and we comply with all of the requirements of the Privacy Act in respect of the collection, use,
management, disclosure, quality, security, access and correction of your personal information.

In this policy, personal information means information or an opinion (including information or
an opinion forming part of a database), whether true or not, and whether recorded in a material
form or not, about an individual whose identity is apparent, or can reasonably be ascertained,
from the information or opinion (source: Privacy Act 1988).
http://www.oaic.gov.au/privacy/privacy-act/the-privacy-act

How we collect your information

Our approach to collecting personal information is, wherever reasonably possible, to collect
information directly from you. Where practical, the purpose for which we collect personal
information and the consequences of not providing it, where practical, will be made clear at the
time of collection.

We receive and store any information that you provide to us. For example, through the
registration process and/or through your account settings, making calls, requests for support
and otherwise using the services, we may collect personal information such as your name,
email address, location, phone number and payment information. Certain information may be
required to register with us or to take advantage of some of our features.

In connection with your use of the services, we may also collect information created or
provided by you, or that we otherwise receive, in connection therewith. For example, if you
enable users to send SMS messages through the services, we will collect and maintain the call
data (e.g. receipts, phone numbers, size, time of transmission, confirmations, etc.) and other
message transmission and conversion data, which may include personal information.

Use or disclosure of personal information

Zync does not collect or compile personally identifying information for dissemination or sale to
outside parties for consumer marketing purposes, or host mailings on behalf of third parties.
Zync will not use or disclose your personal information without your consent, except:

  • where required or authorised by law;
  • to implement the terms of any agreement we have with you;
  • to assist the lawful investigation of a law enforcement authority;
  • to protect the rights, property or personal safety of another Zync customer, any member of the public or Zync;
  • where the assets and operations of the business are transferred to another party as a going concern; or
  • as otherwise described in this Privacy Policy.

We may exchange your personal information with our related bodies corporate, your
representatives and with our service providers that assist us with archival, auditing,
accounting, customer contact, legal, business consulting, banking, payment, delivery, data
processing, data analysis, information broking, research, investigation, website or technology
services.

In certain situations, businesses that are involved with the services may provide products or
services to you through or in connection with the services (either alone or jointly with us). For
example, in sending or receiving messages and other information through the services, we
may route your in-bound and outbound communications and related information through third
party mobile networks and aggregators, and they may transmit data to their respective service
providers in the transmission channels. We will share your communications and related
information (which may include Personal Information) with such business only to the extent
that it is related to such transaction or service.

Security of personal information

Zync has implemented generally accepted standards of technology and operational security in
order to protect personally identifiable information from loss, misuse, alteration or destruction.
All Zync employees follow a network-wide security policy. Only authorised Zync personnel are
provided access to personally identifiable information and these employees have agreed to
ensure confidentiality of this information.

Users of our messaging platform must realise that although Zync employs high levels of
security, no data transmission over the internet can be 100% safe. Furthermore, users must be
aware that sending messages with Zync will have a similar level of security and reliability as
that of Mobile Phone Networks.

Contacting us

If you have any questions about this privacy policy, any concerns or a complaint regarding the
treatment of your privacy or a possible breach of your privacy, please contact our Privacy
Officer using the details set out below.

We will treat your requests or complaints confidentially. Our representative will contact you
within a reasonable time after receipt of your complaint to discuss your concerns and outline
options regarding how they may be resolved.

Please contact our Privacy Officer at:
Attn: Privacy Officer
Zync
Suite 101, 6-8 Clarke Street
Crows Nest NSW 2065
Australia
Phone: 1300 797 670

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