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Terms of Use

Effective date: December 10, 2024

Last updated: December 10, 2024

These Terms of Use govern your use of our website, located at https://uptimize.agency, and our services (“Services”). Services are provided by Suprinno SL (VAT number ESB55238257), a limited liability company, incorporated in Spain, with registered address at Avenida de Cabrera 36, 08302 Mataró, Spain (collectively, “Suprinno”, "Company," "us," "we," or "our").

Please read these Terms carefully, and contact us info@uptimize.agency if you have any questions, requests for information, or complaints. By clicking “I accept” (or for those who have not filled out an order form, by making payment and using our Services), you agree to be bound by these Terms, including the policies referenced in these Terms. By using our Services, you agree to be bound by these Terms, including the policies referenced in these Terms.

1. Services. License

1.1. Subject to these Terms, the Company provides consulting and educational services to users, focusing on client acquisition, sales strategies, and engagement on marketplaces and other platforms. These services may include, but are not limited to: workshops and webinars, masterminds and group coaching, advisory services, educational materials and resources, ongoing support.

1.2. Subject to these Terms and our Policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services and the materials provided. You agree not to share access to our Services or the provided materials with any third party. Your use of our Services does not confer ownership or any intellectual property rights in the Services or the content accessed therein.

1.3. You may use our Services only if you meet the following conditions:

  • You are at least 16 years old.
  • You have the legal capacity to form a binding agreement with the Company.
  • You comply with these Terms, all applicable laws, and our policies.
  • You are above the minimum age required to provide consent for data processing under the laws of your jurisdiction.

Any violation of our Terms or applicable laws may result in your access to all or part of the Services being suspended, disabled, or terminated.

2. Services Rendering Process

2.1. The Services are provided to users in the scope specified on the websitehttps://uptimize.agency. The Company reserves the right to amend the Services offered and adjust the pricing of tariffs by publishing the updated information on the Company’s website. Access to the course is granted upon successful registration (filling in an order form) and payment of the initial deposit.

2.2. The initial deposit required to access the course is no less than 1,000 USD. The full payment for the Services must be completed before the start of the third workshop, as outlined in the training plan. If the user fails to fulfill their payment obligations by this deadline, the Company reserves the right to suspend or terminate the provision of Services without any refund of the amounts already paid.

3. Payments

3.1. The total cost of the Services is set at 3,000 USD. Payment of at least the initial deposit (1,000 USD) must be made to gain access to the course. The remaining balance must be paid in full no later than prior to the third workshop.

3.2. The following payment methods are available: by card, bank transfer

3.3. We reserve the right to change the cost of the Services at any time at our sole discretion. In case of any price changes, you will be notified via the email address you have provided. Such changes will not affect users who have already made a deposit payment prior to the effective date of the updated pricing.

3.4. Refund Policy

3.4.1. General Provisions

The Company provides refunds in the following cases:

  • The Services were not delivered as specified.
  • The user meets performance-based refund requirements (as detailed in section 3.4.2).
  • Other exceptional circumstances, determined at the Company's sole discretion.

3.4.2. Performance-Based Refund

The Company offers a performance-based refund subject to the following conditions:

a) Eligibility Requirements:

  • Full completion of all course assignments and tasks.
  • Attendance of all scheduled workshops and mastermind sessions.
  • Implementation of all provided recommendations and guidelines.
  • Active participation in the learning process.
  • Compliance with these Terms and applicable policies.

b) Refund Terms:

  • Users who meet all eligibility requirements and fail to receive and accept at least 2 job offers resulting in active contracts on Upwork by the course completion date may request a refund.
  • The refund amount shall exclude the non-refundable initial deposit of $1,000 USD.
  • The right to request any type of refund expires on the final day of the course.

3.4.3. Refund Exclusions

The Company reserves the right to deny refund requests in cases of:

  • Failure to use the Services after purchase.
  • Incomplete course participation or partial completion of assignments.
  • Missing workshops or mastermind sessions.
  • Breach of these Terms or the applicable policies by the user.
  • Submission of refund request after course completion.
  • Failure to provide evidence of implementing course recommendations and guidelines.

3.4.4. Refund Process

To initiate a refund request, users must:

  • Submit a written request before the course completion date.
  • Include detailed reasoning for the refund request.

For performance-based refunds, users must:

  • Provide documentation of completed assignments and attendance.
  • Demonstrate implementation of course recommendations.
  • Show proof of active participation in the program.
  • Include Upwork profile activity history.

3.4.5. Processing of Refunds

Approved refunds will be:

  • Reviewed within 10 business days of submission.
  • Processed using the original payment method.
  • Completed within 15 business days of the Company's refund approval.
  • Communicated to the user in writing.

This refund clause does not affect your statutory rights under applicable law.

4. Right of Withdrawal

4.1. In addition to the clause 3.4., if you have a right of withdrawal under the relevant laws in your country including any applicable European Union laws, then:

  • You have a right of withdrawal for a period of 14 days. You may withdraw your contract with the Company for the Services, without giving any reason, and without incurring any costs.
  • The withdrawal period will expire after 14 days from the day that your contract was concluded. However, you do not have a right of withdrawal a) if the Services have already been fully performed with your prior express consent and with your acknowledgement that you will lose your right of withdrawal once the Services have been performed by us or b) if the Services have begun with your prior express consent and your acknowledgement that you will lose your right of withdrawal upon beginning use of the Services.
  • You agree that when purchasing our Services, the digital content will be available to you immediately, and acknowledge that you will lose your rights to the 14 day cancellation period and refunds available for EU and EEA residents. Your acceptance of these Terms by pressing “Accept” (or for those who have not filled out an order form, by making payment and using our Services) is considered as an express consent.
  • To exercise the right of withdrawal, you should inform us of your decision to withdraw by an unequivocal statement (e.g., a letter sent by post or by contacting us via email at info@uptimize.agency).
  • You may also electronically submit the model form or any other unequivocal statement to us at info@uptimize.agency. You shall have exercised your right of withdrawal within the 14-day withdrawal period if the communication is sent by you before that period has expired. The exercise of the right of withdrawal shall terminate the obligations of the parties to perform the contract. If you exercise your right of withdrawal, any ancillary contracts shall be automatically terminated.
  • If you withdraw the contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed of your decision to rescind this contract in accordance with this clause. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. In any event you do not incur any fees as a result of such reimbursement.

5. Confidentiality and Non-Disclosure

5.1. Definition of Confidential Information
For the purposes of these Terms, "Confidential Information" refers to any non-public information disclosed by the Company to the user in connection with the provision of Services, including but not limited to educational materials, proprietary methodologies, business processes or any other materials designated as confidential.

5.2. Obligations of Confidentiality
By using our Services, you agree to:

  • Treat all Confidential Information as strictly confidential and take all necessary measures to protect it from unauthorized access, disclosure, or use, in accordance with applicable laws, including but not limited to the General Data Protection Regulation (GDPR) where relevant.
  • Use the Confidential Information solely for the purpose of accessing and utilizing the Services as provided under these Terms.
  • Not disclose, share, or transfer Confidential Information to any third party without the Company’s prior written consent, except as required by law or a valid legal process.
  • Notify the Company immediately if you become aware of any unauthorized use or disclosure of Confidential Information.

5.3. Exceptions to Confidentiality
The obligations of confidentiality outlined in this section shall not apply to information that:

  • Was publicly available or in the public domain at the time of disclosure.
  • Becomes publicly available through no fault of the user.
  • Was lawfully known to the user prior to disclosure by the Company.
  • Is disclosed pursuant to a legal obligation, provided the user gives prior notice to the Company (where permitted by law) to allow the Company to seek a protective order or other remedy.

5.4. Breach of Confidentiality
Any unauthorized disclosure or use of Confidential Information constitutes a material breach of these Terms and may result in the suspension or termination of access to the Services, in addition to any other remedies available to the Company under applicable law. The Party responsible for such a breach shall compensate the affected Party for any losses incurred as a result of the violation.

6. Non-Solicitation Clause

6.1. During the term of this Terms and for a period of one (1) year following its termination, the Parties agree not to:

  • Solicit, engage, or hire employees, contractors, or any other individuals who are in an employment or contractual relationship with the other Party to perform tasks bypassing that Party.
  • Enter into direct agreements or contracts with such employees, contractors, or individuals without the prior written consent of the other Party.
  • Encourage or facilitate the termination of their relationships with the other Party for the purpose of engaging them independently.

6.2. This restriction does not apply if the individual initiates contact independently without prior solicitation or if the hiring occurs through a public recruitment process, including open job postings.

6.3. In case of a breach, the breaching Party shall indemnify the other Party for all damages, both direct and indirect, resulting from such actions.

7. Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS TO OR USE OF THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE COMPANY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE COMPANY FROM YOU FOR THE USE OF THE SERVICES DURING THE PAST SIX MONTHS.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS TERMS OF USE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO THE COMPANY’S ABILITY TO MAKE THE SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS.

8. Indemnification

8.1. You agree to indemnify, defend, and hold harmless the Company from any and all claims, liabilities, expenses, and damages (to the extent attributable to you under the applicable law), including reasonable attorneys' fees and costs, made by any third party related to: (a) your use or attempted use of the Services in violation of these Terms; (b) your violation of any law or rights of any third party.

9. Final Provisions

9.1. This Agreement is governed by the laws of Spain and the regulations of the European Union. You acknowledge and agree that any disputes arising under or in connection with these Terms shall be resolved exclusively by the courts of Spain, specifically in the jurisdiction where the Company is registered.

9.2. These Terms of Use are published in an open-access format on the website at https://uptimize.agency.

9.3. The Company reserves the right to make changes to these Terms by notifying you through the publication of a new version on the website at https://uptimize.agency. In all cases, your continued use of the Services after the publication of any changes constitutes your binding acceptance of the revised Terms.

9.4. The occurrence of circumstances preventing the fulfillment of obligations (force majeure) releases the Parties from liability for the duration of such circumstances.

9.5. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision of these Terms immediately upon your non-compliance does not constitute a waiver of our rights to enforce such provisions or take appropriate action in the future.