Terms and Conditions

1. Definitions
Uptivity, we, us or our: means Uptivity Limited.
Customer, you or your: means the business, organisation, company, individual, partner, reseller or other legal entity that purchases, subscribes to, accesses or uses Uptivity products or services.
Agreement: means these Terms together with any applicable Order Form, online self-subscription or support assisted subscription, Scope of Work, proposal, invoice, product-specific terms, support agreement, data processing agreement, acceptable use policy or other written agreement agreed between Uptivity and the Customer.
Products: means any Uptivity software product, SaaS platform, mobile application, web application, module, feature, plugin, integration, dashboard, portal, system or digital product supplied by Uptivity.
Services: means any services supplied by Uptivity, including SaaS access, implementation, onboarding, support, consultancy, configuration, training, custom development, integrations, data migration, hosting, maintenance, project management, account management and professional services.
Order Form: means any written order, quote, proposal, subscription plan, online checkout, online self-subscription or support assisted subscription, invoice, contract, renewal document or commercial document setting out the Products or Services purchased by the Customer.
Scope of Work or SOW: means a written project scope, delivery document, implementation plan, technical specification or agreed list of deliverables.
Subscription Term: means the period during which the Customer is entitled to access a paid Uptivity Product or Service.
Customer Data: means data, content, files, records, images, text, documents, user information, product information, customer information, transaction data, asset data, maintenance data, attendance data, repair data, ecommerce data, uploaded material or other information submitted to, stored in, processed by or generated through Uptivity Products or Services by or on behalf of the Customer.
Users: means employees, contractors, customers, suppliers, trade customers, partners, agents, tenants, residents, engineers, sales representatives, administrators or any other person authorised by the Customer to access or use Uptivity Products or Services.
Third-Party Services: means products, services, platforms, APIs, payment gateways, hosting providers, integrations, hardware, networks, software, plugins, courier services, accounting systems, ecommerce systems, AI tools, messaging providers, sensors or other third-party systems not owned or controlled by Uptivity.

2. Acceptance of these Terms
The Customer accepts these Terms when the Customer does any of the following:
1. signs an online self-subscription or support assisted subscription, Order Form, proposal, contract or Scope of Work;
2. confirms acceptance by email, message, purchase order or other written instruction;
3. pays an invoice or subscription charge;
4. creates or activates an account;
5. accesses or uses any Uptivity Product or Service;
6. allows Users to access or use any Uptivity Product or Service;
7. instructs Uptivity to start work.
• The person accepting these Terms on behalf of the Customer confirms that they have authority to bind the Customer.
• The Customer’s own purchase order terms, procurement terms or standard conditions do not apply unless Uptivity expressly agrees to them in writing.

3. Products and Services
Uptivity provides a suite of business software products and related services. These may include, but are not limited to:
8. MaintainPad;
9. JustSell;
10. Asset Management;
11. Smart Workorder;
12. Report a Repair;
13. Attendance Rota;
14. Checkki;
15. EcoMita;
16. Smart IoT Sensors;
17. Pyrokay;
18. field service, CAFM, CMMS, ecommerce, EPOS, stock, sales rep, booking, compliance, repair, asset, IoT and productivity-related products;
19. any other product or service supplied by Uptivity.
• The Products and Services purchased by the Customer will be set out in the relevant Order Form, invoice, subscription plan, online self-subscription or support assisted subscription, proposal or Scope of Work.
• Uptivity may improve, update, modify, replace, rename, suspend or discontinue features from time to time. Uptivity will use reasonable efforts to avoid materially reducing the core functionality of a paid Product during an active Subscription Term, unless required for security, legal, technical, commercial or operational reasons.

4. Signups, Order Forms, Scope of Work and Product-Specific Terms
Each online self-subscription or support assisted subscription, Order Form or Scope of Work may set out:
20. the Products or Services being purchased;
21. the Subscription Term;
22. the agreed fees;
23. payment dates;
24. user limits, site limits, transaction limits, storage limits or other usage limits;
25. implementation details;
26. support arrangements;
27. training;
28. integrations;
29. custom development;
30. deliverables;
31. project assumptions;
32. Customer responsibilities;
33. any special terms agreed in writing.
• Any changes to the agreed scope must be handled through Uptivity’s change control process. Uptivity is not required to provide additional work, changes, extra features, extra training, additional integrations, new reports, custom workflows or out-of-scope support unless agreed in writing and paid for by the Customer.

5. Customer Responsibilities
The Customer is responsible for:
34. providing accurate information to Uptivity;
35. making sure the online self-subscription or support assisted subscription, Order Form and Scope of Work reflect the Customer’s requirements;
36. providing access, data, content, approvals, decisions and cooperation needed for delivery;
37. appointing a main point of contact;
38. managing Users and access permissions;
39. keeping login details secure;
40. making sure Users comply with these Terms;
41. using the Products and Services lawfully;
42. obtaining internet access, devices, networks, hardware and third-party accounts needed to use the Products;
43. checking data before and after import, migration or integration;
44. maintaining its own internal policies, compliance processes and operational controls;
45. making sure any data uploaded to Uptivity Products is accurate, lawful and authorised;
46. obtaining any required consent from employees, customers, suppliers, tenants, residents, trade customers or other individuals;
47. complying with all laws, regulations and industry requirements that apply to the Customer’s business.
• Uptivity is not responsible for delays, errors, extra costs, missed deadlines, failed integrations, incorrect outputs or service issues caused by the Customer’s failure to provide accurate information, timely decisions, access, cooperation, approvals or data.

6. Access and Licence
Subject to payment of all applicable fees and compliance with these Terms, Uptivity grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the relevant Products and Services during the applicable Subscription Term for the Customer’s internal business purposes.
The Customer must not:
48. copy, reproduce, resell, rent, lease, sublicense, distribute or commercially exploit Uptivity Products or Services;
49. make Uptivity Products or Services available to anyone other than authorised Users;
50. reverse engineer, decompile, disassemble or attempt to derive source code;
51. modify Uptivity software unless expressly authorised in writing;
52. bypass usage limits, billing limits, payment controls or security controls;
53. use the Products to build or support a competing product;
54. remove branding, copyright notices or proprietary notices;
55. interfere with the operation, security or performance of the Products;
56. use the Products for unlawful, harmful, fraudulent or abusive activity;
57. share login credentials between multiple people unless expressly permitted.
• Uptivity may suspend or restrict access where it reasonably believes the Customer or any User has breached this section.

7. Subscription Terms and Renewals
Unless stated otherwise in the online self-subscription or support assisted subscription, Order Form:
58. subscriptions are purchased for the Subscription Term stated in the online self-subscription or support assisted subscription, Order Form, invoice or subscription plan;
59. subscription fees are payable in advance;
60. the Customer is responsible for all fees for the full Subscription Term;
61. subscriptions are non-cancellable during the active Subscription Term unless Uptivity agrees in writing;
62. subscriptions may renew automatically for a further period unless either party gives written notice of non-renewal before the renewal date;
63. monthly subscriptions renew monthly;
64. annual subscriptions renew annually;
65. Uptivity may change pricing at renewal by giving reasonable notice;
66. any discounts apply only for the period expressly stated;
67. expiry, cancellation, suspension or non-use does not remove the Customer’s obligation to pay amounts already due.
• If the Customer exceeds the agreed scope of use, including user numbers, sites, modules, transactions, storage, API usage, order volumes, customer accounts, devices, sensors or other agreed limits, Uptivity may require the Customer to upgrade, pay additional fees or reduce usage.

8. Free Trials, Demos and Pilot Projects
Uptivity may offer free trials, demos, test environments, beta access or pilot projects at its discretion.
Unless agreed otherwise in writing:
68. trials and demos are provided for evaluation only;
69. Uptivity may end a trial, demo or pilot at any time;
70. trial data may be deleted after the trial ends;
71. trial features may not represent final paid functionality;
72. Uptivity gives no commitment that beta, demo or trial features will become generally available;
73. free trials, demos and beta features are provided “as is” and without warranty.

9. Fees and Payment
The Customer must pay all fees set out in the online self-subscription or support assisted subscription, Order Form, invoice, proposal, subscription plan or Scope of Work.
Unless stated otherwise in writing:
74. subscription fees are payable in advance;
75. setup, onboarding, implementation, configuration, migration, integration and custom development fees may be payable upfront or by agreed milestones;
76. invoices are payable by the due date stated on the invoice;
77. if no due date is stated, invoices are payable within 14 days of the invoice date;
78. all fees are exclusive of VAT, GST, sales tax, withholding tax, duties, bank charges and similar taxes or charges;
79. the Customer must pay all applicable taxes and charges;
80. payments must be made without set-off, deduction, withholding or counterclaim, except where required by law;
81. payment obligations are not dependent on the Customer’s internal approval process, purchase order process or third-party funding;
82. Uptivity may require card payment, direct debit, bank transfer, standing order or another approved payment method;
83. Uptivity may require payment before activating access, starting work, continuing work, releasing deliverables or providing support.
• The Customer remains responsible for payment even if the Customer does not actively use the Product, Users do not log in, the Customer delays approvals, the Customer changes its mind, the Customer’s internal project is delayed, a third-party provider causes delay, or the Customer’s own systems, hardware, network or processes prevent use.

10. Failed Payments, Late Payments and Debt Recovery
If any undisputed invoice or payment remains unpaid after the due date, Uptivity may, without limiting any other rights:
84. charge interest on overdue sums at the statutory rate available for late commercial payments, or any other rate stated in the online self-subscription or support assisted subscription, Order Form;
85. charge fixed compensation and reasonable debt recovery costs where allowed by law;
86. recover administrative, legal, collection agency and enforcement costs;
87. pause implementation, development, onboarding, migration, integration, support or account management;
88. suspend or restrict access to Products or Services;
89. withhold deliverables, exports, releases, updates or documentation;
90. remove unpaid premium features or modules;
91. require payment by card, direct debit or upfront invoice before further work continues;
92. charge a reactivation or administration fee before restoring suspended services;
93. terminate the Agreement if payment remains overdue.
• Suspension does not release the Customer from its obligation to pay all outstanding fees. Uptivity is not liable for loss, delay, interruption, business impact, data issues or other consequences caused by suspension due to non-payment, failed payment, breach or misuse.
• Where legally permitted, if payment remains outstanding for more than 30 days after the due date, Uptivity may issue a final demand. If payment remains outstanding for more than 60 days after the due date, Uptivity may refer the debt to a debt recovery agency, solicitor or court process. The Customer will be responsible for reasonable recovery costs, legal costs, court fees and enforcement costs incurred by Uptivity.

11. Invoice Disputes
If the Customer disputes an invoice, the Customer must notify Uptivity in writing within 5 business days of the invoice date and provide full details of the dispute.
The Customer must still pay all undisputed amounts by the due date.
If the Customer does not dispute an invoice within 5 business days, the invoice will be treated as accepted.
The Customer may not withhold payment of the full invoice because of a minor issue, support query, change request, disputed item or out-of-scope request. Any genuine disputed amount must be clearly identified, and all undisputed amounts must be paid on time.

12. Refunds
Unless required by law or expressly agreed by Uptivity in writing, all fees are non-refundable.
The following are non-refundable once work has started, access has been provided, resources have been allocated or costs have been incurred:
94. setup fees;
95. onboarding fees;
96. implementation fees;
97. configuration fees;
98. data migration fees;
99. integration fees;
100. custom development fees;
101. consultancy fees;
102. training fees;
103. project management fees;
104. support fees;
105. hardware-related service fees;
106. third-party costs;
107. licence fees;
108. subscription fees for the active billing period or Subscription Term.
• Subscription fees are non-refundable for the active Subscription Term, whether or not the Customer actively uses the Product or Services.
• Cancellation, downgrade, non-use, change of mind, internal business changes, lack of user adoption, lack of staff availability, delay caused by the Customer, or failure by the Customer to provide required information does not create a right to a refund.
• If the Customer cancels a subscription, the cancellation will take effect at the end of the active billing period or Subscription Term unless Uptivity agrees otherwise in writing.
• Downgrades usually take effect at the next renewal or billing period unless Uptivity agrees otherwise in writing.
• If Uptivity permanently discontinues a paid Product during an active prepaid Subscription Term and does not provide a reasonable alternative, Uptivity may, at its discretion, provide a service credit or pro-rata refund for the unused portion of the affected Product. This will be the Customer’s sole remedy for discontinuation.
• No refund will be given where Uptivity suspends or terminates access because of non-payment, breach, misuse, unlawful activity or violation of these Terms.

13. Delivery, Implementation and Acceptance
Uptivity will use commercially reasonable efforts to deliver the Products and Services in accordance with the agreed online self-subscription or support assisted subscription, Order Form or Scope of Work.
Any dates, timelines, go-live dates or estimates are targets only unless expressly stated in writing as binding.
Delivery depends on the Customer providing timely access, data, approvals, decisions, feedback, staff availability, third-party access and cooperation.
The Customer must review deliverables, configurations, imports, reports, integrations, workflows or other project outputs promptly.
Unless stated otherwise in the Scope of Work: the Customer must notify Uptivity of any material issue within 5 business days of delivery or release; if no material issue is reported within that period, the deliverable will be treated as accepted; minor issues, cosmetic issues, change requests or out-of-scope requests do not prevent acceptance; payment cannot be delayed because of minor issues or change requests; and Uptivity may charge additional fees for changes requested after acceptance.
Where the Customer delays feedback, approvals, access, data, testing or decisions, Uptivity may extend deadlines, pause work, reallocate resources and charge additional fees for wasted time or re-planning.

14. Change Requests
Any request that changes the agreed scope, functionality, design, integration, workflow, report, data structure, timeline, deliverable or assumption may be treated as a change request.
Uptivity may require a written change request before carrying out additional work.
Uptivity may assess the change and provide revised cost, revised timeline, technical impact, risks, resource requirements, assumptions and a revised Scope of Work.
Uptivity is not required to carry out change requests unless both parties agree the change in writing and the Customer agrees to pay any additional fees.

15. Support and Maintenance
Uptivity will provide support only as set out in the relevant online self-subscription or support assisted subscription, Order Form, support plan, subscription plan or written support agreement.
Unless agreed otherwise in writing: standard support is provided during UK business hours, Monday to Friday, excluding UK public holidays; support may be provided by email, support ticket, phone, remote access or other channels chosen by Uptivity; response times are targets only and are not guaranteed fix times; emergency, out-of-hours, onsite or priority support may be chargeable; support is only available while the Customer has paid all due fees; and support does not include custom development, new features, training, consultancy, data cleansing, third-party troubleshooting or customer-side IT support unless agreed in writing.
Support does not include issues caused by viruses, malware, hacking, cyber-attacks, unauthorised access, Customer misuse, user error, unsupported configurations, third-party systems, hosting providers, networks, internet providers, local devices, browsers, operating systems, printers, scanners, EPOS devices, card terminals, sensors, Customer firewalls, LAN, WAN, VPN or security settings, database corruption caused by the Customer or third parties, changes made by anyone other than Uptivity, or use outside agreed documentation, training or instructions.
Uptivity may charge for investigating issues that are found to be caused by Customer systems, third-party systems, misuse, unsupported changes or out-of-scope requests.

16. Hardware, Devices and Third-Party Equipment
Where Uptivity supplies, recommends, installs, configures or works with hardware, devices, sensors, printers, scanners, EPoS devices, card terminals, tablets, mobiles, gateways or other equipment, Uptivity is not the manufacturer unless expressly stated.
Manufacturer warranties, device warranties and hardware support are provided by the manufacturer, distributor or vendor, not by Uptivity, unless Uptivity has agreed a separate support contract in writing.
Uptivity is not responsible for hardware faults, manufacturer defects, firmware changes, battery life, signal issues, network coverage, third-party SIMs, device damage, installation environment, physical misuse, theft, loss or failure of third-party equipment.
If Uptivity assists with replacement, repair, configuration or support of third-party equipment, this may be chargeable.

17. Third-Party Services and Integrations
Uptivity Products and Services may connect to or depend on Third-Party Services, including but not limited to payment gateways, accounting platforms, ecommerce platforms, ERP systems, courier APIs, email providers, SMS providers, hosting providers, AI providers, map services, IoT networks, hardware vendors, app stores and other external systems.
The Customer acknowledges that Third-Party Services are not controlled by Uptivity; third-party terms may apply; third-party pricing may change; third-party APIs may change, fail, restrict access or be discontinued; Third-Party Services may have downtime, bugs, limits or security issues; Uptivity is not responsible for third-party failures, delays, data loss, pricing, policy changes or service changes; integrations may need updates if third-party systems change; and additional fees may apply for integration changes, repairs or rework caused by third-party changes.
Uptivity will use reasonable efforts to maintain agreed integrations, but cannot guarantee uninterrupted operation of any third-party integration.
If a Third-Party Service becomes unavailable, unsuitable, insecure, commercially unreasonable or discontinued, Uptivity may suspend, replace, change or remove the affected integration or feature without liability.

18. Customer Data
The Customer owns Customer Data.
Uptivity may process Customer Data to provide, support, secure, improve and operate the Products and Services.
The Customer is responsible for the accuracy, quality and legality of Customer Data; obtaining all required rights, permissions and consents; ensuring Customer Data does not infringe third-party rights; ensuring Customer Data does not contain unlawful, harmful, abusive, discriminatory, defamatory, fraudulent or prohibited content; maintaining copies of important data outside Uptivity Products where appropriate; and checking imported, exported, migrated or synchronised data.
Uptivity is not responsible for errors caused by inaccurate, incomplete, badly formatted, duplicated, outdated or unlawful Customer Data.

19. Data Protection
Each party must comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018 where applicable.
The Customer is responsible for determining the lawful basis for collecting, using and processing personal data through Uptivity Products and Services.
Where Uptivity processes personal data on behalf of the Customer, Uptivity will act as processor and the Customer will act as controller unless agreed otherwise in writing.
The Customer authorises Uptivity to process personal data as reasonably necessary to provide the Products and Services, including support, hosting, troubleshooting, security, backups, maintenance, reporting, integration and account management.
Uptivity may use trusted sub-processors and service providers to deliver the Products and Services. Uptivity will use reasonable measures to ensure such providers are subject to appropriate confidentiality and data protection obligations.
The Customer must not upload or process special category personal data, highly sensitive personal data, health data, biometric data, criminal offence data or children’s data through Uptivity Products unless the Customer has confirmed that it has a lawful basis and appropriate safeguards in place and Uptivity has agreed in writing where required.
If a separate Data Processing Agreement is provided by Uptivity, that agreement will form part of these Terms.

20. Security
Uptivity will use commercially reasonable technical and organisational measures designed to protect the security of the Products and Customer Data.
The Customer is responsible for keeping passwords secure; using strong passwords; controlling administrator access; removing access for former staff or users; managing user permissions; protecting local devices and networks; ensuring Users do not share logins; notifying Uptivity promptly of suspected unauthorised access; and using available security features where appropriate.
Uptivity is not responsible for unauthorised access caused by weak passwords, shared logins, compromised devices, Customer-side malware, phishing, poor user controls, Customer network issues or failure to remove old Users.
No online system can be guaranteed to be completely secure. Uptivity does not guarantee that the Products will be immune from all security threats, attacks or vulnerabilities.

21. Backups, Data Export and Data Retention
Uptivity may maintain backups for operational, security and disaster recovery purposes. Backups are not a replacement for the Customer’s own internal backup, export or record-keeping processes.
Uptivity does not guarantee that every item of Customer Data can be restored in every situation.
The Customer may request export of Customer Data, where technically available and subject to payment of all outstanding fees.
After expiry or termination, Uptivity may allow a limited data export period at its discretion. Uptivity may withhold data export where fees remain unpaid, except where prohibited by law.
After the applicable retention period, Uptivity may delete or anonymise Customer Data, unless legally required to retain it.
Uptivity is not responsible for loss of Customer Data after account closure, termination, expiry, non-payment, failed renewal or the end of any agreed retention/export period.

22. Acceptable Use
The Customer must not, and must ensure Users do not, use Uptivity Products or Services to break any law or regulation; infringe intellectual property, privacy, data protection or other rights; send spam, phishing, abusive, misleading or unlawful messages; upload malware, viruses, harmful code or malicious content; attempt unauthorised access to systems, accounts or data; test, scan or probe security without written permission; overload, disrupt or damage Uptivity systems; scrape, crawl or harvest data without permission; store or transmit unlawful, offensive, defamatory, discriminatory, obscene or harmful material; misrepresent identity, ownership or authority; process data without the required legal basis or consent; bypass billing, access, usage or security controls; interfere with other customers’ use of Uptivity Products; or use the Products in a way that creates legal, security, operational or reputational risk for Uptivity.
Uptivity may suspend or restrict access immediately if it reasonably believes the Customer or any User has breached this section.

23. Artificial Intelligence and Automated Features
Some Uptivity Products may include AI, automation, prediction, recommendation, classification, summarisation, chatbot, reporting or decision-support features.
Unless agreed otherwise in writing: AI and automation outputs are provided for assistance only; the Customer remains responsible for reviewing outputs before relying on them; Uptivity does not guarantee that AI outputs will be accurate, complete, suitable, unbiased or error-free; AI outputs should not be treated as legal, financial, medical, safety, compliance or professional advice; the Customer must not use AI features in a way that breaches law, privacy rights, employment rights, discrimination laws or data protection obligations; and Uptivity may change, limit, suspend or remove AI features where required for legal, security, technical, provider or operational reasons.

24. Intellectual Property
Uptivity and its licensors own all rights, title and interest in and to Uptivity Products, software code, source code and object code, designs, dashboards, templates and workflows, documentation, product names, branding and logos, configuration methods, know-how, reports, formats and system architecture, improvements, updates and modifications, and ideas, suggestions or feedback incorporated into the Products.
The Customer does not acquire ownership of Uptivity Products, software, code, documentation, processes, templates, know-how or intellectual property.
The Customer must not copy, reproduce, adapt, decompile, reverse engineer, modify, resell or exploit Uptivity intellectual property except as expressly allowed by these Terms.
The Customer grants Uptivity a limited right to use Customer Data, logos, materials and content as necessary to provide the Products and Services.
Uptivity may use feedback, suggestions, improvement ideas, product requests or recommendations provided by the Customer without restriction or payment, provided Uptivity does not disclose the Customer’s confidential information.

25. Confidentiality
Each party may receive confidential information from the other party.
Confidential information includes business information, pricing, product plans, technical information, software, source code, data, financial information, customer information, trade secrets, proposals, contracts, designs, processes, know-how and other information that should reasonably be treated as confidential.
Each party must keep the other party’s confidential information confidential; use it only for the purposes of the Agreement; protect it using reasonable care; disclose it only to employees, contractors, advisers, suppliers or representatives who need to know it and are bound by confidentiality obligations; and not disclose it to third parties without permission, unless required by law.
Confidential information does not include information that is publicly available without breach, was already known lawfully, is received lawfully from a third party, or is independently developed without using the other party’s confidential information.
Confidentiality obligations survive termination of the Agreement.

26. Publicity and Use of Customer Name
Unless the Customer notifies Uptivity in writing that it does not consent, Uptivity may refer to the Customer as a customer and may use the Customer’s name and logo in customer lists, proposals, sales material, case studies, presentations and on Uptivity websites.
Uptivity will obtain separate written approval before publishing a detailed case study containing confidential information.

27. Warranties and Disclaimers
Uptivity will use commercially reasonable efforts to provide the Products and Services with reasonable skill and care.
Except as expressly stated in these Terms or required by law, the Products and Services are provided “as is” and “as available”.
Uptivity does not warrant or guarantee that the Products or Services will be uninterrupted, error-free or always available; all defects will be corrected; the Products will meet every Customer requirement; the Products will achieve a particular commercial result, saving, sale, ranking, compliance outcome or operational improvement; the Products will be compatible with every device, browser, operating system, network, third-party system or hardware item; integrations will operate without interruption; Customer Data will always be accurate, complete or recoverable; AI, automation, reports, dashboards or outputs will be error-free; or the Products will prevent all fraud, cyber-attacks, misuse, compliance failures, operational failures or human error.
All implied warranties, conditions and terms are excluded to the maximum extent permitted by law.

28. Limitation of Liability
Nothing in these Terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to the above, Uptivity will not be liable for loss of profit, loss of revenue, loss of sales, loss of business, loss of contracts, loss of anticipated savings, loss of goodwill, loss of reputation, business interruption, loss or corruption of data, loss caused by inaccurate data, loss caused by third-party services, loss caused by Customer systems, networks, hardware or users, indirect loss, consequential loss, special loss, punitive damages, wasted management time, loss caused by non-payment suspension, or loss caused by use outside the agreed scope.
To the maximum extent permitted by law, Uptivity’s total aggregate liability arising out of or relating to the Agreement, Product or Service will not exceed the total fees paid by the Customer to Uptivity for the affected Product or Service during the 12 months immediately before the first event giving rise to the claim.
If the Customer has paid no fees for the affected Product or Service, Uptivity’s total liability will not exceed £100.
The liability cap does not limit the Customer’s obligation to pay fees, taxes, interest, recovery costs or other amounts due to Uptivity.
The exclusions and limitations apply whether the claim is based in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise.
The parties agree that the fees reflect the allocation of risk set out in these Terms.

29. Customer Indemnity
The Customer shall indemnify and hold Uptivity harmless against all claims, losses, damages, fines, penalties, costs, expenses and liabilities arising from Customer Data; Customer’s use of the Products or Services; use by Users; breach of these Terms; non-payment; unlawful use; breach of data protection laws by the Customer; breach of third-party rights; infringement caused by Customer materials or instructions; misuse of the Products; unauthorised access caused by the Customer or Users; claims brought by the Customer’s own customers, employees, suppliers, tenants, trade customers, contractors or other third parties; and Customer’s products, services, operations, ecommerce activity, appointments, repairs, assets, attendance processes, compliance processes or business decisions.
This indemnity survives termination of the Agreement.

30. Uptivity Indemnity
If a third party claims that the Customer’s authorised use of an Uptivity Product infringes that third party’s intellectual property rights, Uptivity may, at its option, obtain the right for the Customer to continue using the affected Product; modify the Product so it is no longer infringing; replace the affected Product with a reasonably equivalent alternative; or terminate the affected Product and provide a pro-rata refund of prepaid unused fees for the affected Product.
Uptivity will have no liability for claims caused by Customer Data, Customer materials, Customer instructions, unauthorised modifications, use with third-party systems, use outside the agreed scope, continued use after Uptivity has provided a fix, replacement or instruction, or free, beta, trial or demo products.
This section states Uptivity’s entire liability for intellectual property infringement claims.

31. Suspension
Uptivity may suspend, restrict or limit access to Products or Services immediately or on notice where Uptivity reasonably believes that payment is overdue; a payment method has failed; the Customer has breached these Terms; the Customer or User is misusing the Products; continued access creates legal, security, operational or reputational risk; Customer Data may be unlawful or infringe rights; suspension is required by law, regulator, court order or government authority; a Third-Party Service requires suspension; or the Customer’s use threatens the security, availability or performance of Uptivity systems.
Where practical, Uptivity will try to give the Customer notice and an opportunity to fix the issue before suspension. However, Uptivity may suspend immediately where needed to protect Uptivity, other customers, data, systems, security or legal position.
Suspension does not remove the Customer’s payment obligations.

32. Termination
Either party may terminate the Agreement if the other party commits a material breach and fails to fix it within 14 days of written notice.
Uptivity may terminate immediately if the Customer fails to pay overdue amounts; breaches licence restrictions; breaches acceptable use rules; infringes Uptivity intellectual property; becomes insolvent, enters administration, liquidation or similar process; uses the Products unlawfully; continued service creates legal, security, operational or reputational risk; or a Third-Party Service required for the Product is no longer available on reasonable terms.
On termination, the Customer’s right to access the affected Products and Services ends; all unpaid fees become immediately due; Uptivity may issue invoices for work completed and costs incurred; Uptivity may retain Customer Data for a limited period at its discretion; Uptivity may delete Customer Data after the retention/export period; and the Customer must stop using Uptivity Products, software, documentation and confidential information.
Termination does not affect rights or obligations that accrued before termination.

33. Effects of Cancellation
Cancelling a subscription stops future renewal only. It does not cancel fees already due for the active Subscription Term.
Unless agreed otherwise in writing, monthly subscriptions remain payable until the end of the current monthly billing period; annual subscriptions remain payable until the end of the current annual Subscription Term; setup, implementation, onboarding, migration, integration, training, support and custom development fees remain payable; discounts, credits or promotions are not refundable; and cancellation does not entitle the Customer to a refund.

34. Force Majeure
Neither party will be liable for delay or failure to perform caused by events outside reasonable control, including fire, flood, storm, war, terrorism, civil unrest, strike, labour dispute, pandemic, epidemic, government action, power failure, internet failure, telecoms failure, cloud provider failure, cyber-attack, supplier failure, transport disruption, natural disaster or act of God.
The affected party must use reasonable efforts to reduce the impact of the event.
Force majeure does not excuse the Customer’s obligation to pay fees already due.

35. Compliance with Laws
The Customer is responsible for ensuring that its use of Uptivity Products and Services complies with all laws, regulations, industry standards and internal policies that apply to the Customer.
This may include ecommerce laws, consumer protection laws, product safety rules, advertising and marketing laws, employment laws, health and safety laws, facilities management rules, fire safety rules, data protection laws, tax and accounting obligations, and sector-specific compliance requirements.
Uptivity Products may help the Customer manage information, workflows, records, reminders, reports or processes, but Uptivity does not guarantee that the Customer will achieve legal or regulatory compliance.
The Customer remains responsible for its own compliance decisions, audits, filings, inspections, operations and legal obligations.

36. Professional Advice Disclaimer
Uptivity does not provide legal, financial, tax, employment, health and safety, fire safety, regulatory, medical, insurance or professional advice unless expressly agreed in writing.
Any templates, checklists, reports, dashboards, alerts, AI outputs, compliance workflows or suggested actions provided through Uptivity Products are for operational support only. The Customer must obtain professional advice where required.

37. Product Results and Marketing Claims
Uptivity may describe potential benefits of its Products, such as improving control, reducing manual work, improving visibility, increasing efficiency, supporting sales, helping with compliance records or improving operational processes.
These are not guarantees. Actual results depend on the Customer’s data, staff adoption, business processes, configuration, training, third-party systems, market conditions and use of the Products.
Uptivity does not guarantee any specific increase in revenue, profit, online visibility, search ranking, sales, customer retention, operational saving, compliance result or business outcome unless expressly agreed in writing by a director of Uptivity.

38. Resellers, Partners and Nominated Partners
Where the Customer purchases through or works with a reseller, partner, consultant, contractor or nominated partner, Uptivity is not responsible for promises made by third parties unless confirmed by Uptivity in writing; the Customer remains responsible for Users and nominated partners accessing Uptivity Products; partner access may be removed if it creates risk or breaches these Terms; and third-party partner fees, services and obligations are separate from Uptivity unless agreed otherwise in writing.

39. Assignment and Subcontracting
The Customer may not assign, transfer, subcontract or deal with its rights or obligations under the Agreement without Uptivity’s prior written consent.
Uptivity may assign, transfer, subcontract or delegate its rights or obligations to an affiliate, successor, supplier, subcontractor or third-party provider where reasonably required to provide the Products or Services.
Uptivity remains responsible for its own contractual obligations unless the Agreement is legally assigned.

40. Notices
Notices must be given in writing and may be sent by email, post, courier or through the Customer’s account.
Notices to Uptivity should be sent to Uptivity’s published business contact details or any legal notice address stated in the Order Form or during online self-subscription or support assisted subscription
Notices to the Customer may be sent to the email address, billing contact, administrator account or postal address provided by the Customer.
The Customer is responsible for keeping contact, billing and administrator details up to date.

41. Changes to these Terms
Uptivity may update these Terms from time to time.
The latest version will be published on Uptivity’s website or made available to the Customer.
Updated Terms will apply to new Orders, renewals and continued use after the effective date.
If a change materially affects an active paid Subscription Term, Uptivity will use reasonable efforts to provide notice. Continued use after notice means the Customer accepts the updated Terms.

42. Entire Agreement
The Agreement forms the entire agreement between Uptivity and the Customer in relation to the Products and Services.
The Customer confirms that it has not relied on any statement, promise, representation, sales material, demo, proposal, estimate or discussion that is not expressly included in the Agreement.
Nothing in this section limits liability for fraud or fraudulent misrepresentation.

43. Severability
If any part of these Terms is found to be invalid, unlawful or unenforceable, the rest of the Terms will remain in force.
The invalid part will be treated as modified to the minimum extent necessary to make it valid, lawful and enforceable.

44. Waiver
If either party does not enforce a right immediately, that does not mean the right is waived.
A waiver is only effective if given in writing.

45. Survival
Any section that should reasonably continue after expiry or termination will survive, including sections relating to payment, refunds, debt recovery, intellectual property, confidentiality, Customer Data, data protection, limitation of liability, indemnities, termination effects, governing law and dispute resolution.

46. Governing Law and Jurisdiction
These Terms and the Agreement are governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Agreement, Products or Services, unless Uptivity chooses to bring proceedings in another jurisdiction where the Customer is located or where enforcement is required.

47. Contact
For questions about these Terms, please contact Uptivity Limited using the contact details published on the Uptivity website or stated in the relevant contact pages on Uptivity’s website.

Last updated: 11 May 2026