Terms of Service

1. About us

UpClient is provided by WebGap (Pty) Ltd t/a UpClient, a private company registered in South Africa (registration number 2016/145097/07, VAT number 4060278944), with its address at Unit 36, Sunninghill Office Park, Peltier Drive, Sunninghill, Johannesburg. You can reach us at hello@upclient.com. In these terms "UpClient", "we" and "us" mean WebGap (Pty) Ltd t/a UpClient; "you" means the person or business using UpClient.

2. This agreement

• These terms, our Privacy Policy and our Data Processing Terms make up the agreement between you and us.
• UpClient is meant for businesses and professionals. If you sign up for a business, you confirm that you're allowed to agree to these terms for it - "you" then also means that business.
• You must be 18 or older to use UpClient.

3. Accounts and security

• Give us accurate details, and keep them up to date.
• Keep your password private and turn on two-step verification - you're responsible for what happens in your account. Tell us straight away if you think someone else has used it.
• A company's owners decide who is in its team and what each person may do. Owners and administrators can change their team's details and remove people.
• Each person must have their own login - don't share one between people.

4. Plans, trials and prices

• The plans, what's in each and their prices are on our pricing page. Prices are in South African rand and include VAT.
• Paid plans are charged per person with a signature in your company, with a minimum of 5 people. People you add or remove count from your next payment. On a yearly plan, people you add are charged for the rest of that year.
• The Free plan is for one person. Its signature includes a small "Created with UpClient" link, and its banners a small UpClient mark. These must stay as they are - removing, hiding or changing them isn't allowed on the Free plan, and we may end Free access for an account that does. (The link carries your referral code, so it can earn you money - see section 10.)
• A new company may get a 14-day Business trial without paying. When it ends, the company moves to the Free plan unless it chooses a paid plan. Nothing is deleted.
• We may change our prices. We'll tell account owners at least 30 days before a new price applies to them; it starts from your next payment after that. If you don't agree, you can cancel before then.

5. Paying

• You can pay monthly, or yearly (a year costs ten months). Payments are taken by card through Paystack. You authorise us to charge your card for your plan at the start of each period until you cancel.
• If a payment fails, we'll try again over the following days and let you know. If it still can't be paid, your company moves to the Free plan. Nothing is deleted, and choosing a plan again switches everything back on.
• You'll receive a tax invoice for every payment, from your account.

6. Changing plans, cancelling and refunds

• You can move to a bigger plan at any time - you pay the difference for the rest of the period, and it starts straight away.
• You can move to a smaller plan or cancel at any time in Settings. It takes effect at the end of the period you've paid for, and you keep everything until then.
• Payments already made aren't refunded for unused time, except where the law requires it. If you are a consumer as defined in the Electronic Communications and Transactions Act, you may cancel within seven days of your first payment for a full refund.
• You can delete your company and its information at any time. Deleting can't be undone.

7. Your content and data

• You own what you put into UpClient - your designs, logos, photos, text, banners, documents and your team's details ("your content").
• You give us permission to store, copy, display and send your content only as needed to provide UpClient to you - for example to show your signature in your team's emails and your card on its web page.
• You're responsible for your content: that you have the right to use it (including logos, photos and fonts), and that it's accurate and lawful.
• For information about your team and the people your emails reach, your business is the responsible party and we are its operator under POPIA. Our Data Processing Terms set out how we handle it. You're responsible for having a lawful basis to put your people's information into UpClient and for telling them about it.

8. Acceptable use

You may not use UpClient to:

• send spam, or send direct marketing in breach of POPIA or the Consumer Protection Act;
• impersonate anyone, or create signatures, cards, forms or banners that mislead people - including phishing for passwords or payment details;
• publish anything unlawful, defamatory, hateful, obscene, or that infringes someone else's rights;
• upload viruses or harmful code, or try to get into accounts, data or systems that aren't yours;
• overload, disrupt, copy, resell or reverse-engineer UpClient, except as the law allows;
• collect other people's personal information through UpClient without a lawful basis.

We may remove content, or suspend an account, that breaks these rules (see section 16).

9. Other services

UpClient works with services such as Microsoft 365 and Outlook, Google Workspace and Gmail, Paystack, Shopify and WooCommerce. When you connect one, its own terms also apply to you, and you allow us to exchange the information needed with it. We're not responsible for those services, and if one changes or stops working with UpClient, we may change or stop that integration.

10. Refer and earn

• Anyone with an UpClient account can refer businesses with their link or code. A business is linked to the first referrer it signs up with, and that doesn't change.
• You earn the referred business's first payment (up to R300) once it has paid for 3 months, plus 20% of each payment (excluding VAT) it makes in its first year. Each amount becomes available 30 days after the payment clears, if the business is still paying. The full rules - including what happens if a business cancels or a payment is refunded - are on our Refer and earn page, and form part of these terms.
• Referring your own company, people with your company's email address, or businesses paying with your card doesn't count. Earnings from fake accounts, misleading promotion or abuse are forfeited, and we may close the referral account.
• Earnings are paid in rand into a South African bank account through Paystack, once you have R50 or more and ask for it. You're responsible for any tax on what you earn.
• We may change or end the programme by giving 30 days' notice. Earnings already available will still be paid.

11. Partners and agencies

Agencies and IT companies that manage UpClient for their clients do so under our partner terms, which we agree with each partner. A partner can act in the client companies it manages, and is responsible for doing so lawfully and as its client has asked. Partner discounts are set out on our For agencies page and in the partner terms.

12. The service

• We work to keep UpClient available and secure, but we don't promise it will always be available or free of errors - for example during maintenance, or problems with internet or email providers we rely on.
• Email apps decide how they show signatures. We work to make signatures look right in the main ones, but can't guarantee how every email app or device will show them.
• We improve UpClient all the time, and may change, add or remove features. If we remove something important from a paid plan, we'll tell you first.

13. Our intellectual property

UpClient - its software, design, templates, banner designs, text and brand - belongs to us or our licensors. You may use it only as part of your use of UpClient while these terms apply. Signatures, cards and banners you create with our templates may be used by your business for as long as you use UpClient. If you send us ideas or feedback, we may use them freely.

14. Liability

• Nothing in these terms limits any right you have under the Consumer Protection Act or other law that can't be limited.
• As far as the law allows, we're not liable for indirect or consequential losses, such as lost profits, business or data, and our total liability to you for any claim is limited to what you paid us in the 12 months before the claim arose.
• We're not liable for delays or failures caused by things outside our reasonable control.

15. Indemnity

You indemnify us against claims by others arising from your content, or from you or your team breaking these terms or the law.

16. Suspension and ending

• We may suspend or close an account that seriously or repeatedly breaks these terms, puts others at risk, or hasn't been paid - where we can, we'll warn you first and give you a chance to fix it.
• You can stop using UpClient and delete your company at any time.
• When an account is closed, we delete its information as our Privacy Policy describes, except what we must keep by law. Signatures already installed in email apps stay there until changed, but their pictures and links may stop working.

17. Law and disputes

South African law applies to these terms. If there's a dispute, let's first try to resolve it by talking - email us. If we can't, either of us may refer it to the courts of South Africa, and you agree to the jurisdiction of the Gauteng Division of the High Court, or of a magistrate's court with jurisdiction.

18. Changes to these terms

We may update these terms. For changes that matter, we'll tell account owners by email or in UpClient at least 30 days before they take effect. If you keep using UpClient after that, the new terms apply; if you don't agree, you can cancel before they take effect.

19. General

• We may send notices to the email address on your account; you can send them to hello@upclient.com.
• If part of these terms can't be enforced, the rest still applies. If we don't enforce a right straight away, we haven't given it up.
• You may not transfer this agreement without our agreement. We may transfer it to a business that takes over UpClient, under the same terms.
• This is the whole agreement between us about UpClient, unless we've signed a separate agreement with you (such as an Enterprise or partner agreement), which then takes priority where it differs.

Credits

UpClient uses icons from Font Awesome Free and emoji from Twemoji (both licensed under CC BY 4.0), and fonts licensed under the SIL Open Font License.