Terms and Conditions
Website Terms of Service and Terms and Conditions for the Supply of Goods
This webpage sets out the rules for using our website, www.up.direct, alongside our terms and conditions for the supply of goods which apply to all orders made via our website.
We hereby set out the following:
- Information about us (clause 1);
- Our website’s terms of service (at clauses 2 - 18); and
- Our terms and conditions for the supply of goods (at clauses 19 - 30).
Information About Us
1. Who we are and how to contact us
www.up.direct is a website operated by Ultimate Products UK Limited (We). We are a limited company registered in England and Wales under company number 03357718 and our registered office is at Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD. Our VAT number is 864-438-987. To contact us, please email customersupport@up.direct.
Website Terms of Service
2. By using our website you accept these terms
2.1 By using our website, you confirm that you accept these website terms of service and that you agree to comply with them.
2.2 If you do not agree to these terms, you must not use our website.
2.3 We recommend that you print a copy of these terms for future reference.
3. There are other terms that may apply to you
3.1 These website terms of service refer to the following additional terms, which also apply to your use of our website:
- Our Privacy Policy, which explains how we collect, use and store your personal data; and
- Our Cookie Policy, which sets out information about the cookies on our site.
3.2 If you purchase goods or services from our website, our terms and conditions for the supply of goods, set out at clauses 19 - 30 below, will apply to all sales.
4. We may make changes to these terms and our website
4.1 We may amend these website terms of service from time to time. Every time you wish to use our website, please check these terms to ensure you understand the website terms of service that apply at that time. These website terms of service were first published on 06/03/26 and they have not been updated since.
4.2 We may update and change our website from time to time at our discretion, which may include: (i) changes to our products, the range of products we offer, how products are described, and the pricing of our products; and (ii) changes to reflect our users' needs and our business priorities.
5. We may suspend or withdraw our website
5.1 Our website is made available free of charge.
5.2 We do not guarantee that our website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our website for business and operational reasons, or at our discretion.
5.3 You are responsible for ensuring that all persons who access our website through your internet connection are aware of these website terms of service, and all other applicable terms, and that they comply with them.
6. We may transfer this agreement
We may transfer our rights and obligations under these website terms of service to another organisation. If you are a registered member of our website, we will tell you in writing if such transfer happens and we will ensure that the transfer will not affect your rights under the contract.
7. Our site is only for users in the United Kingdom
Our website is directed to people residing in the United Kingdom only. We do not represent that content available on or through our website is appropriate for use or available in other locations.
8. Account security
8.1 If you become a member of our website and you choose, or you are provided with, any user credentials (including, but not restricted to, a username, a password, or any other piece of information as part of our security procedures) then you must treat such information as being strictly confidential. You must not disclose it to any third party.
8.2 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these website terms of service.
8.3 If you know (or suspect) that anyone other than you knows your username or password, you must promptly notify us at via the email address noted at clause 1.
9. How you may use material on our website
9.1 Unless otherwise stated or shown, we are the owner or the licensee of all intellectual property rights in our website, and in the material published on it. Those are protected by copyright laws and treaties around the world. All such rights are reserved.
9.2 You may print off one copy, and may download extracts, of any page(s) from our website for your personal use and you may draw the attention of others within your organisation to content posted on our website.
9.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
9.4 Our status (and that of any identified contributors) as the authors of content on our website must always be acknowledged (except where the content is user-generated).
9.5 You must not use any part of the content on our website for commercial purposes without first obtaining a licence to do so from us, or from our licensors.
9.6 If you print off, copy, download, share or repost any part of our website in breach of these website terms of service, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made (except that you are permitted to print off a copy of these website terms of service).
10. No text or data mining, or web scraping
10.1 You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our website or any services provided via, or in relation to, our website for any purpose, including the development, training, fine-tuning or validation of AI systems or models. This includes using (or permitting, authorising or attempting the use of):
i. Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our website or any data, content, information or services accessed via the same; and/or
ii. Any automated analytical technique aimed at analysing text and data in digital form to generate information or develop, train, fine-tune or validate AI systems or models which includes but is not limited to patterns, trends and correlations.
10.2 The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).
10.3 You shall not use, and we do not consent to the use of, our website, or any data published by, or contained in, or accessible via, our website or any services provided via, or in relation to, our website for the purposes of developing, training, fine-tuning or validating any AI system or model.
10.4 This clause will not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
10.5 Our website, its content and any services provided in relation to the same are only targeted to, and intended for use by, individuals located in the United Kingdom (the Permitted Territory). By continuing to access, view or make use of our website and any related content and services, you hereby warrant and represent to us that you are located in the Permitted Territory. If you are not located in a Permitted Territory, you must immediately discontinue use of our website and any related content and services.
11. Rules about linking to our website
11.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
11.2 You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
11.3 You must not use, or establish a link to, our website as part of any dropshipping scheme.
11.4 You must not establish a link to our website in any website that is not owned by you.
11.5 Our website must not be framed on any other website or app, nor may you create a link to any part of our website other than the home page.
11.6 We reserve the right to withdraw linking permission without notice.
11.7 If you wish to link to or make any use of content on our website other than that set out above, please contact us via the email address noted at clause 1.
12. Trademarks
12.1 “ULTIMATE PRODUCTS”, “Beldray”, “INTEMPO”, “INTEMPO & Device”, “Progress”, “Giles & Posner”, “MEGASTONE”, “KLEENEZE”, “KLEENEZE (Stylised)”, “TURBO SWIVEL”, “AIRGILITY”, “SALTER”, “SALTER S & Device”, “AQUATRONIC”, “MAX VIEW”, “M I-BODY”, “COSMOS”, “PETPLUS+”, “eezeekleen/eezeecleen” (series of 2), “AIRSPIRE”, “THERMO COLLAR”, “NUTRIPRO”, “CRYSTALS TONE”, “CHOCOLATIER”, “STEAM SURGE”, “SMARTSTONE”, “ARC”, “CHOCOLUXE”, and “DUOWAVE/DueWave” are UK registered trade marks and/or designs of Ultimate Products UK Limited. Ultimate Products UK Limited is also the licensee of the trade mark “Russell Hobbs” (cookware only).
12.2 Details of all of the trade marks and/or designs noted above can be found via: https://www.gov.uk/search-for-trademark.
12.3 You are not permitted to use our trade marks or designs without our approval, unless they are part of material you are using as permitted under clause 9.
13. Reliance on information on our website
13.1 The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our website.
13.2 Although we make reasonable efforts to update the information on our website, we make no representations, warranties or guarantees, whether express or implied, that the content on our website is accurate, complete, or up to date.
14. Third party links on our website
14.1 Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them, and should you click on such links then you do so at your own risk.
14.2 We have no control over (and thus shall have no liability for) the contents or the safety of any linked third party websites or resources.
15. Viruses and security
15.1 We do not guarantee that our website will be secure or free from bugs or viruses.
15.2 You are responsible for configuring your information technology, computer programs and platform to access our website. You should use your own virus protection software.
15.3 You must not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with our website or any part of it. You must not attempt to gain unauthorised access to our website, the server on which our website is stored or any server, computer or database connected to our website or any other equipment or network connected with our website. You must not interfere with, damage or disrupt any software used in the provision of our website or any equipment or network or software owned or used by any third party on which this website relies in any way. You must not attack our website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our website will cease immediately.
16. Responsibility for loss and damage
16.1 For both consumer and business users of our website:
i. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
ii. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our terms and conditions for the supply of goods at clauses 19 - 30.
16.2 For consumer users of our website, we only provide our website for domestic and private use. You agree not to use our website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.3 For business users of our website only:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our website or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
i. use of, or inability to use, our site; or
ii. use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
i. loss of profits, sales, business, or revenue;
ii. business interruption;
iii. loss of anticipated savings;
iv. loss of business opportunity, goodwill or reputation; or
v. any indirect or consequential loss or damage.
17. Your personal information
We will only use your personal information as set out in our Privacy Policy
18. Law and jurisdiction
18.1 If you are a consumer, please note that these website terms of service, their subject matter and their formation, are governed by English law. We both agree that the courts of England and Wales will have exclusive jurisdiction, except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
18.2 If you are a business, these website terms of service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Terms and Conditions for the Supply of Goods
These terms and conditions for the supply of goods apply to all orders made via the website www.up.direct. All clauses below shall apply to both consumer customers and business customers unless we have specifically outlined where certain terms and conditions shall only apply to consumer customers or business customers.
19. Interpretation
19.1 Definitions:
Bulk Order: has the meaning given in clause 20.2.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in clauses 19 - 30 as amended from time to time in accordance with clause 30.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods, which shall comprise of the Order and these Conditions only.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 23.1.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as submitted via the Website and as set out in the confirmation email issued to the Customer following submission.
Supplier: Ultimate Products UK Limited (registered in England and Wales with company number 03357718).
Third-Party Customers: consumers who purchase our Goods from business Customers.
Website: www.up.direct.
19.2 Interpretation:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written excludes fax but includes email to the email address noted at clause 1 only.
20. Basis of contract
20.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law (to the fullest extent permitted by law), trade custom, practice or course of dealing.
20.2 Before submitting an Order, the Customer is required to create a customer account with the Supplier via the Website during which they will be required to confirm whether they can accept bulk orders via a palletised delivery (a Bulk Order), or not. The Supplier may, at their sole discretion: (i) allocate discounted prices for Goods, and other perks, to specific customer accounts, and subsequently remove or withdraw such without notice; and (ii) close any customer’s account and refuse any further orders from such customers.
20.3 The submission of an Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order are complete and accurate when it is being submitted.
20.4 The submission of an Order shall only be deemed to be accepted when the Supplier issues a written confirmation of the Order, at which point, and on which date, the Contract shall come into existence. The Customer hereby acknowledges and accepts that the Supplier retains the discretion to: (i) reject any Order; and/or (ii) process any Bulk Order where the Supplier is only able to partially fulfil such, on the strict basis the Supplier is able to supply a minimum of 95% of the total Goods ordered, and provided that the Supplier reimburses the Customer for any shortfall in price between the Goods ordered and the Goods supplied.
20.5 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
20.6 Any photographs, samples, drawings, descriptive matter, or advertising produced or published by or on behalf of the Supplier and any descriptions or illustrations contained on the Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
21. Cancellation (consumers only)
21.1 All provisions within this clause 21 apply to consumer Customers only, and they do not apply to business Customers.
For most Goods purchased online, consumer Customers have the legal right to change their mind within 14 days and receive a refund of the price paid for the Goods. Where a consumer Customer returns the Goods using one of the Supplier’s approved third‑party couriers (currently Yodel), no return costs will be payable by the consumer Customer. If the consumer Customer chooses to return the Goods by any other method, they will be responsible for the cost of returning the Goods. This right is subject to the conditions set out below.
21.3 Consumer Customers cannot change their mind about an order for:
i. goods sealed for health protection or hygiene purposes, once these have been unsealed after their delivery;
ii. goods that are made to specification or are personalised; and/or
iii. goods which become mixed inseparably with other items after their delivery.
21.4 If a consumer Customer changes their mind about the purchase of Goods, they must let the Supplier know no later than 14 days after the day the Goods were delivered. If the purchase is split into several deliveries over different days, the period runs from the day after the last delivery. Should a consumer Customer change their mind in accordance with this clause, or should they wish to raise any queries about cancellation, the Supplier can be contacted by email address stated at clause 1.
21.5Consumer Customers must return the Goods within 14 days of notifying the Supplier that they have changed their mind. Where Goods are returned using one of the Supplier’s approved third‑party couriers (currently Yodel), the Supplier will provide return instructions and no return charges will apply. If the consumer Customer chooses an alternative delivery service, the return will be at their own cost. Consumers must retain proof that the Goods have been returned. If adequate proof is not provided and the Supplier does not receive the Goods, the Supplier may be unable to issue a refund for the Goods. Delivery charges will not be refunded.
22. Goods
22.1 The Goods are described within the relevant product descriptions on the Supplier's Website.
22.2 The Supplier reserves the right to amend the description of the Goods at its discretion, or if required by any applicable law or regulatory requirement, and, in the event such occurs following submission of an Order but prior to delivery, the Supplier shall notify the Customer.
23. Delivery
23.1 The Supplier shall deliver the Goods:
i. to the location set out in the Order (the Delivery Location), as provided by the Customer during the order process; and
ii. via the delivery method/service set out in the Order, as outlined to the Customer during the order process.
23.2 The Customer must provide the Supplier (or the delivery partner) with adequate access and delivery instructions (or any other instructions that are relevant to the supply of the Goods) to enable the successful delivery of the Goods to the Delivery Location. For all non-Bulk Orders, three attempts shall be made to deliver the Goods and, should delivery not be successful after three attempts, the Goods shall be returned to the Supplier, and a refund shall be issued to the Customer less delivery charges. For all Bulk Orders, one attempt shall be made to deliver the Goods and, should delivery not be successful after one attempt, the Goods shall be returned to the Supplier, and a refund shall be issued to the Customer less delivery charges.
23.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier (or the delivery partner) with adequate access or delivery instructions (or any other instructions that are relevant to the supply of the Goods).
23.4 The following shall apply to all business customers only:
a) If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier (or the delivery partner) with adequate access or delivery instructions (or any other instructions that are relevant to the supply of the Goods).
b) If the Customer fails to take or accept delivery of the Goods within three attempted deliveries, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
i. delivery of the Goods shall be deemed to have been completed at the third attempted delivery; and
ii. the Supplier shall store the Goods until a re-delivery is arranged and takes place, and the Supplier shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including re-delivery, storage, and insurance).
c) If ten Business Days elapse from the date of the third attempted delivery without the Customer rearranging a delivery, the Supplier may retain the Goods and, after deducting reasonable costs and expenses, refund the Customer any balance remaining.
24. Warranty, Guarantee and Returns
24.1 The Supplier warrants in respect of all Customers that, on delivery, the Goods shall:
i. conform with their description; and
ii. be free from material defects in design, materials, and workmanship; and
iii. be of satisfactory quality; and
iv. be fit for any purpose held out by the Supplier (and, for the avoidance of doubt, the Goods are not held out to be suitable for any commercial use).
24.2 The warranty set out at clause 24.1 is strictly subject to all of the following:
24.2.1 if the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 24.1, and if the Customer gives the Supplier a reasonable opportunity of examining the Goods (which may include a return of the Goods to the Supplier at the Customer’s cost), then the Supplier shall, if it agrees that such Goods do not comply with the warranty set out in clause 24.1, replace the defective Goods, or refund the price of the defective Goods in full;
24.2.2 such warranty shall cease immediately, and the Supplier shall not be liable for the Goods' failure to comply with the warranty set out in this clause, if:
i. the Customer resells the Goods, or any part of the Goods; or
ii. the Customer makes any further use of such Goods after giving notice in accordance with clause 24.4.1; or
iii. the defect arises because the Customer failed to follow the Supplier's or the manufacturers oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same; or
iv. the Customer alters or repairs such Goods without the written consent of the Supplier; or
v. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
vi. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
24.3 In respect of consumer Customers only, we shall comply with our statutory obligations under the Consumer Rights Act 2015. In respect of business Customers only, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
24.4 Goods sold to all Customers may carry a manufacturer’s guarantee, the details of which shall be set out within the product listing. In addition, the Supplier may (at its discretion) offer an extended guarantee to consumer Customers and Third-Party Customers only, details of which shall be outlined within the relevant product display page(s) on the Website. Such extended guarantee is strictly subject to the consumer Customer or Third-Party Customer both: (i) following all care and use instructions for the Goods; and (ii) registering their product within 30 days of purchase. Details regarding any extended guarantee and how to register a product are available at: www.upplc.com/guarantee/. For the avoidance of doubt, any extended guarantee shall not apply to business Customers.
24.5 Except as provided in this clause 24, the Supplier shall have no liability to the Customer in respect of the quality of the Goods ordered.
24.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.
24.7 The Supplier may, at its sole discretion and without any waiver of its rights under this Contract, and without prejudice to its obligations under clause 21, consider requests from a business Customer for the return of Goods which are not defective, and remain unopened and unused, if such a request is made via the contact details noted at clause 1 within 14 days of delivery. For the avoidance of doubt, the Supplier shall neither be obliged to accept such requests, nor provide their reasoning for refusing any such request.
25. Title and Risk
25.1 The risk in the Goods shall pass to the Customer on completion of delivery.
25.2 Title to the Goods shall not pass to the Customer until the Supplier receives full payment in cleared funds for the Goods, and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
25.3 Until title to the Goods has passed to the Customer, the Customer shall:
i. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
ii. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
iii. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
iv. notify the Supplier immediately if it becomes subject to any of the events listed in clause 28.1(b) to clause 28.1(d); and
v. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
a) the Goods; and
b) the Customer's ongoing financial position.
25.4 Subject to clause 25.5, the Customer may resell or use the Goods in the ordinary course of its business but not before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time and in breach of these terms and conditions:
i. it does so as principal and not as the Supplier’s agent; and
ii. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
25.5 At any time before title to the Goods passes to the Customer, the Supplier may:
i. by notice in writing to the Customer, terminate the Customer's right under clause 25.4 to resell the Goods or use them in the ordinary course of its business; and
ii. require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.
26. Price and Payment
26.1 The price of the Goods shall be the price stated within the product listing(s) displayed via the Website at the point of submission of an Order, which may be account specific in accordance with clause 20.2, as set out within the subsequent emailed confirmation of an Order.
26.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
i. any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
ii. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
iii. any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
26.3 Should the Supplier give notice to the Customer in accordance with clause 26.2 then the Customer shall have three business days to accept or reject the change in the price of the Goods, and should no response be received then the Order shall be automatically cancelled and refunded.
26.4 Unless otherwise stated, the price of the Goods includes value added tax (VAT) but excludes delivery charges, which shall be calculated and confirmed at checkout, and the Customer shall additionally be liable to pay when submitting their Order.
26.5 All amounts due under the Contract shall be paid in full at the point of submission of the Order without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Should the Customer implement a chargeback, or similar, then such will be classified as a deduction. Interest on all unpaid sums shall accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
27. Limitation of Liability
27.1 References to liability in this clause 27 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
27.2 Nothing in the Contract limits any liability for:
i. death or personal injury caused by negligence;
ii. fraud or fraudulent misrepresentation;
iii. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
iv. defective products under the Consumer Protection Act 1987;
v. any liability that cannot legally be limited; or
vi. the Customer's payment obligations under the Contract.
27.3 Subject to clause 27.2, the Supplier's total liability to the Customer shall not exceed the lower of either: (i) the total value of the relevant Order(s); or £2,000,000 (the limit of the Supplier’s product liability insurance cover). The Customer is responsible for making its own arrangements for the insurance of any excess liability.
27.4 Subject to clause 27.2, the following types of loss are wholly excluded:
i. loss of profits (including loss of anticipated savings);
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of use or corruption of software, data or information;
v. loss of or damage to goodwill; and
vi. indirect or consequential loss.
27.5 This clause 27 shall survive termination of the Contract.
28. Termination
28.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of it being notified in writing to do so;
b) the Customer takes any step or action in connection with it becoming bankrupt, insolvent, entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
28.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 28.1(b) to clause 28.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment (or implements a chargeback relating to any previously amount paid).
28.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer: (i) fails to pay any amount due under the Contract on the due date for payment; or (ii) implements a chargeback relating to any previously amount paid).
28.4 On termination of the Contract for any reason the Customer shall immediately pay all amounts due in respect of Goods supplied.
28.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
28.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
29. Force Majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 14 days, the party not affected may terminate the Contract by giving not less than 7 days' written notice to the affected party.
30. General
30.1 Assignment and other dealings
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
30.2 Entire agreement
The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
30.3 Variation
No variation of the Contract shall be effective unless it is agreed in writing by all parties (or their authorised representatives).
30.4 Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
30.5 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 30.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
30.6 Notices
Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
a) Supplier: customersupport@up.direct.
b) Customer: the email address utilised by the Customer to log-in to their account via the Website.
Any notice shall be deemed to have been received at the time of transmission of the email, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
30.7 Third party rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
30.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
30.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.