Terms of Service

Effective Date: 1 January 2026

Last Updated: 20 April 2026

1. Introduction

Welcome to UpSync Pty Ltd (“UpSync”, “we”, “our” or “us”).

These Terms of Service (“Terms”) set out the rules, rights and responsibilities that apply when businesses access our website, request a connection, approve a connection, or use our integration services.

By accessing our website, requesting or approving a connection, or using the service, you agree to be bound by these Terms.

2. Nature of the Service

UpSync provides a cloud-hosted middleware service designed to facilitate the connection, communication and data synchronisation between one or more supported Uptick instances or other approved external systems.

The service acts as a secure data bridge. It may receive data from one approved system, format or map it as configured, and route it to another approved system.

UpSync acts as a middleware provider only. It is not a system of record and does not independently determine business logic, verify the substantive accuracy of source data, or decide which system’s data should prevail in a conflict.

Outputs depend on:

  • source systems;
  • permissions and credentials;
  • customer-approved mappings, defaults and directions;
  • approved data categories; and
  • the behaviour and availability of connected third-party systems and services.

3. Connection Scope and Configuration

Specific connection scope, approved directions, approved data categories, enabled features, and configuration choices may be set out in:

  • an applicable Data Policy;
  • an onboarding record;
  • an in-platform approval or configuration record;
  • a connection-specific workflow; or
  • a separate written agreement with UpSync.

UpSync may provide onboarding assistance, suggested defaults, examples or implementation support. Unless expressly agreed otherwise in writing, customers remain responsible for reviewing and approving the final configuration used for their connections.

4. Account Access and Operational Model

At present, the service is primarily operated on a backend, machine-to-machine basis.

Where a selected plan, workflow or feature includes self-service access, in-platform approvals or configuration tools, use of those tools remains subject to these Terms and any applicable separate agreement with UpSync.

5. Customer Responsibilities

You are responsible for:

  • providing accurate and complete information, instructions, credentials and approvals;
  • ensuring you have all permissions, notices and lawful bases required to connect systems and process data through the service;
  • maintaining the API keys, tokens, webhooks, permissions and other access rights required for approved connections;
  • keeping your credentials secure;
  • reviewing and approving your mapping choices, sync directions, field selections, defaults and other configuration decisions; and
  • validating whether your chosen configuration and resulting outputs are appropriate for your business purposes.

Any actions taken through credentials, approval flows or connection settings you provide or approve may be treated by UpSync as authorised by you unless caused by our breach.

6. Fair Use and Acceptable Use

The service must only be used for legitimate business integration purposes.

You must not:

  • generate unreasonable, excessive or abusive activity that risks disrupting the service or degrading performance for others, unless a higher-volume arrangement has been agreed in writing;
  • transmit malicious code, malware or destructive content through the service;
  • use the service in a way that breaches applicable law, privacy obligations, intellectual property rights or third-party rights;
  • reverse engineer, decompile, probe or compromise the security or architecture of the UpSync service; or
  • use the service to interfere with any connected system, counterparty, third-party service or other customer.

7. Authorised Data Sources and Counterparties

Where the service connects to a third-party system, counterparty or other approved external system, the customer is responsible for obtaining the approvals, permissions and lawful bases required for the connection and related data flows.

UpSync may rely on:

  • your instructions;
  • approved connection settings;
  • approval records; and
  • related onboarding or configuration records,

without independently verifying each approval, authority or lawful basis for every field, item, attachment, update or record.

8. Data Privacy and Security

UpSync processes data to pass it between approved systems in accordance with customer-approved configuration.

UpSync is not intended to operate as a long-term storage facility or independent system of record for customer payload data.

UpSync may temporarily store, queue, cache, log, trace, back up or otherwise process limited data where reasonably necessary to:

  • operate, secure and support the service;
  • troubleshoot, audit or improve the service;
  • perform onboarding or other professional services; or
  • comply with law.

Further details about how we handle information are set out in our Privacy Policy.

9. Data Sync Risk

Data synchronisation inherently involves risk.

Depending on the systems, permissions, timestamps, approved directions, mappings and third-party dependencies involved, data may be delayed, duplicated, transformed, overwritten, rejected, deleted or become inconsistent across systems.

You are responsible for reviewing and validating whether your chosen configuration and resulting outputs are appropriate for your business purposes.

10. Suspension

UpSync may suspend or restrict a connection or any part of the service immediately if reasonably necessary to:

  • protect the security or integrity of the service or any data;
  • respond to a suspected breach of these Terms;
  • investigate fraud, misuse or unlawful activity;
  • address a failed payment or chargeback risk;
  • respond to withdrawal of required approvals, permissions or credentials;
  • respond to conflicting instructions or inconsistent approvals;
  • respond to an objection raised by a connected counterparty or source-system operator; or
  • comply with law or a lawful request of a regulator or court.

11. Intellectual Property

UpSync retains all right, title and interest in and to the UpSync service, software, website, branding, underlying code and related intellectual property.

You retain ownership of your own data. We do not claim ownership of your business data solely because it is processed through the service.

12. Disclaimers and Limitation of Liability

The service is provided on an “as is” and “as available” basis, subject to any rights that cannot lawfully be excluded.

To the maximum extent permitted by law, UpSync does not guarantee:

  • uninterrupted or error-free operation;
  • continuous availability of third-party systems or APIs;
  • the accuracy, completeness or currency of third-party source data; or
  • that a particular business outcome will be achieved.

To the maximum extent permitted by law, UpSync is not liable for indirect, incidental, special or consequential loss, including loss of profits, data loss or business interruption.

Our total aggregate liability for claims arising from the service will not exceed the amount you paid us for the service in the 12 months preceding the event giving rise to the claim, subject to any liability that cannot lawfully be excluded or limited.

13. Changes to the Service and These Terms

We may modify, improve, suspend, discontinue or update any part of the service from time to time.

We may also update these Terms from time to time. If we make a material change, we will provide notice by updating the website or by other reasonable means before the change takes effect.

If you do not agree to a material change, you should stop using the service and, where applicable, cancel before the change takes effect.

14. Relationship to Other Documents

These Terms should be read together with our Privacy Policy and Data Policy.

If you have entered into a separate written Subscription and Services Agreement with UpSync, that agreement will prevail over these Terms to the extent of any inconsistency.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of Victoria, Australia.

Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and any courts competent to hear appeals from those courts.

Before starting formal court proceedings, the parties agree to try to resolve any dispute through good-faith negotiation and, if appropriate, mediation.

Nothing in these Terms limits either party’s right to seek urgent interlocutory, injunctive or enforcement relief in any appropriate jurisdiction.

16. Contact Us

If you have questions about these Terms or the service, please contact:

UpSync Pty Ltd
Email: hello@upsync.app
Location: Melbourne, Victoria, Australia

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