Part I. Terms of Use - Global (excluding UK)
Part II. Terms of Use - UK
Part I. Terms of Use - Global (excluding UK)
Last Updated: November, 202
INTRODUCTION
Who Are We. Welcome to the Upgraders website owned and operated by Upgraders OÜ, a company registered in Estonia with its registry number 14321104 and address at Valge 13, Tallinn, 11415, Estonia (“Upgraders,” “Company,” “We,” “us,” or “our”). All products and services on the Site are provided to you by Upgraders or its affiliates.
You Accept This Agreement. PLEASE READ THESE TERMS OF USE (“TERMS OF USE”, “TERMS” OR “AGREEMENT”) CAREFULLY. By accessing or using this website or any other websites owned by us, our affiliates or agents with links to these terms of use (collectively, the “Site”) or accessing or using any Upgraders-controlled social media pages in any way, or using the services and resources available or enabled via the Site or the Upgraders’ social media pages, including but not limited to nutritional and lifestyle information, completing the registration process, making a purchase and/or merely browsing the Site, you represent that (1) you have read, understand, and agree to be bound by the agreement, (2) you are of legal age to form a binding contract with the company, and (3) you have the authority to enter into the agreement. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE.
Additional documents which apply to you. This Agreement incorporates the following additional documents, which also apply to your use of our services and/or purchase of our products:
Supplemental Terms. Your use of and participation in certain services and/or purchase of certain goods, including but not limited to a purchase of 21-day Gut Health Kit, participation in contests, promotional events, may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be referred to in these Terms of Use or will be presented to you when you use the supplemental service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service.
Privacy Policy. See our Privacy Policy - it sets out the terms on which we process your personal data. By using our services and/or purchasing our goods you agree to the terms of the Privacy Policy, consent to processing of your personal data and you promise that all data provided by you is accurate.
Cookie Policy. See our Cookie Policy - it sets out information about the cookies used on our Site.
Changes to these Terms. These Terms of Use may be changed by us at any time at our sole discretion by updating this posting. It is your responsibility to visit this page from time to time to review the then current terms of use because they are binding on you. In any event, your continued use of the Site and, including the acceptance of products offered on the Site following the posting of changes to these Terms of Use constitutes your acceptance of any changes.
Contact Information. You may contact us using the details below:
Company name: Upgraders OÜ
Address: Valge 13, Tallinn, 11415, Estonia
Telephone: +44 131 380 6280
Email: contact@upgraders.com
NOT A HEALTHCARE ADVICE
Not Intended As Medical Advice. YOU ACKNOWLEDGE THAT THE INFORMATION ON THE SITE AND PROVIDED AS INFORMATION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED TO PROVIDE DIAGNOSIS, TREATMENT OR MEDICAL OR HEALTHCARE ADVICE OF ANY KIND. Your access to or use of the Site therein is not intended to create in any way a physician/patient, confidential or privileged relationship, or any similar relationship that would give rise to duties on the part of Upgraders. Information provided on the Site and linked websites, including information relating to medical and health conditions, treatments and products may be provided in summary form. Information on the Site is not comprehensive and does not cover all diseases, ailments, physical conditions or their treatment. We are not liable for any information provided on the Site with regard to recommendations regarding supplements for any health purposes. Information on the Site including any product label or packaging should not be considered as a substitute for advice from a healthcare professional. Please always consult with a physician or other healthcare professional regarding any medical or health related diagnosis or treatment options.
OUR PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION. Products, services, information and other content provided on the Site, including information that may be provided on the Site directly or by linking to third-party websites are provided for informational purposes only. The products and claims made in connection with products on the Site have not been evaluated by the European Medicines Agency or any other similar institution and are not intended to diagnose, treat, cure or prevent any disease or medical condition.
YOU MUST ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL. The Site does not recommend self-management of health issues. You should not use the information or services on the Site to diagnose or treat any health issues or for prescription of any medication or other treatment. You should not attempt to treat yourself, your family, someone you know, or any other individual without proper medical supervision. You must seek the guidance of your physician or other qualified healthcare provider if you feel that you, your family or someone that you know suffers from the conditions described on the Site. If you require urgent care, you should contact your local emergency services immediately. You should always consult with your qualified healthcare professional and read information provided by the product manufacturer and any product label or packaging, prior to using any medication, nutritional, herbal or homoeopathic product or before beginning any exercise or diet program or starting any treatment for a health issue. Individuals are different and may react differently to different products. You should always consult with your qualified healthcare provider about potential interactions between products and medications and/or supplements you are currently taking before using any products offered on Our Site, as well as prior to starting any supplementation program or taking any medication or if you suspect you may have a health problem. Never disregard, avoid or delay obtaining medical advice or treatment from your physician or other qualified healthcare provider due to any information provided on the Site, Upgraders social media accounts or provided by us in emails, messages or in any other form. Under no circumstances should you alter your existing medication, supplementation, dietary or physical regimen based on any information provided through the Site, messages, including any advice, recommendations and/or information provided on our Site, in messages without consulting with your physician.
Comments and Product Ratings. Comments made on the Site by employees or Site users are strictly their own personal views made in their own personal capacity and are not claims made by us nor do they represent our positions or views. Product ratings by any current or previous employees or Site users are strictly their own personal views made in their own personal capacity and are not intended as a substitute for appropriate medical care or advice from a healthcare professional.
YOUR ACCOUNT
Your Account. When you set up an account with Upgraders (your “Account”), you are required to provide certain information, including your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties.
Account Access. You are solely responsible for any and all access and use of your Account Information and all purchases and activities that occur under or in connection with the Account, whether or not such access to and use of the Site is actually authorised by you. If someone accesses our Site using your Account Information, we will rely on that Account Information and will assume that it is you who is accessing the Site. We have no obligation to investigate the authorisation or source of any such access or use of the Site. Please notify us immediately if you become aware that your Account Information is being used without authorisation, or any other breach or threatened breach of this Site’s security.
Account Use. By registering an Account on the Site, you represent and warrant that you: (a) you will only provide us with true, accurate, current and complete information, and maintain and promptly update such information a to always keep it true, accurate, current and complete; (b) are are least 18 years old or above the legal age of majority in your jurisdiction of residence, whichever is higher; (c) have not previously been suspended or removed from the Site, and are not a person barred from using the Site under the applicable laws; (d) do not have more than one (1) Account at any given time for the Site; (e) have registered for an Account for yourself and not on behalf of an individual other than yourself or on behalf of any group or entity; (f) will monitor your Account to restrict use by any other person, and you will accept full responsibility for any unauthorised use of the Site. If we believe or suspect that you have breached any of the representations or warranties set out in this section, we may deny or terminate your access to the Site or purchase of any product.
PURCHASE OF PRODUCTS
Products. The availability of the products described on the Site, and the descriptions of such products, may vary based on location and timing. Any samples, pictures or advertising produced by us and any illustrations contained on the Site or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of this Agreement nor have any contractual force.
Order Acceptance. Each part of any order that you submit to Upgraders constitutes an offer to purchase. If you do not receive a message from Upgraders confirming receipt of your order, please contact our customer service department at contact@upgraders.com before re-entering your order. Upgraders’ confirmation of receipt of your order does not constitute Upgraders’ acceptance of your order. Upgraders is only deemed to have accepted your order once the product(s) you ordered have been handed over to the designated carrier. The risk of loss and title for items purchased by you passes to you upon our delivery of the items to the carrier.
Order Issues. We reserve the right to cancel any order or refuse any purchase made through our Site at our discretion.
No Resale. All purchases of products and services through the Site are for personal, non-commercial use only and you agree not to resell products without expressed written consent from Upgraders. The sale or linking of our products on or to any third party e-commerce website, marketplace or mobile application without our specific written consent is expressly prohibited.
International Shipping. We make no guarantees that we will be able to ship to you if you reside outside the European Union. Please contact us at contact@upgraders.com if you have any questions about whether we ship to your location.
Returns. You are entitled to cancel an order without a particular reason and receive a full refund, including the minimum possible costs of postage (for us shipping the order to you), for any items you order up to 14 calendar days after you receive the item from us. You must notify us of your intention to cancel the order in writing and you must return the item to us by recorded delivery at your expense within 14 days of receipt. You are responsible for the cost to return the item to us. We will refund your money after the receipt of a returned item. It is your duty to take all reasonable care of any items to be returned, including their packaging, up until the time we receive them back from you. Any damage will result in us being unable to refund part or all of the money you have paid. YOU CANNOT RETURN ITEMS WHICH YOU HAVE OPENED AND/OR STARTED TO USE. ANY PRODUCT YOU RETURN MUST BE IN THE SAME CONDITION YOU RECEIVED IT AND IN THE ORIGINAL PACKAGING.
Damaged Goods. Goods which arrive with minor damage will be replaced (or a credit provided) if there is a reasonable chance that they will be adversely affected by that damage. This can apply to part of an order only. If for instance an order contains multiple items and some are damaged, we will undertake to provide a credit for the damaged items only. If you would prefer not to accept the whole order then you can return it to us, but you will be responsible for the cost of that return.
PRODUCT SUBSCRIPTION
Subscription Renewal. By signing up for a subscription, your subscription will automatically renew on the first day following the end of such subscription period indicated on your order and continue for an additional period equal to the number of days of your initial subscription period, at our price for such subscription, plus applicable shipping and taxes. You agree that your account will be subject to this automatic renewal feature unless you defer your next order or cancel your subscription.
Subscription Cancellation. You can cancel at any time from your account page, until the day your next subscription period begins to prevent renewal charges but you will not receive a refund for the remainder of your then-current subscription period. If you choose to cancel your subscription at any time, your subscription will no longer renew and we will not charge your payment provider for the subsequent subscription period.
Subscription Fees. By subscribing, you authorise us to charge your payment provider for your initial subscription period, and again at the beginning of any subsequent subscription renewal period for the fees agreed upon. Your charges may change if we change our pricing – in such case we will notify you in advance. Upon renewal of your subscription, if we do not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that Upgraders may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
FEES AND PAYMENTS
Prices and Fees. We reserve our right to change our prices, fees, charges and billing methods, either immediately upon posting on the Site or by e-mail delivery to you, at any time at our discretion.
Payment. You agree to pay all fees and other charges applicable to your order, subscription and/or your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Information on the specific fees is available on the Site.
Payment Method. You must provide us with a valid payment method as a condition for purchasing the products and/or signing up for a subscription. Your payment provider agreement governs your use of the designated debit or credit card or account, and you must refer to that agreement to determine your rights and liabilities. By providing Upgraders with your payment method and associated payment information, you agree that We are authorised to immediately invoice yourself for all fees and charges due and payable hereunder and that no additional notice or consent is required. If we are unable to complete the transaction, we may cancel your order, contact you directly to update your account information or obtain updated information from your issuing bank, card network or our payment processor. You agree we may continue to charge your payment method following any such update. We are not responsible for any fees or charges that your bank or credit card issuer may apply.
Delivery Costs. For avoidance of doubt, prices shown on the Site exclude the cost of delivery. Delivery costs will be added to the cost of your order and will be displayed on screen before you confirm your order to us.
Taxes. You may be charged tax, if applicable. You agree to pay all applicable taxes.
Customs Charges and Other Fees. Before your package can be released to you for delivery, you may have to pay customs charges and any import fees before your local postal service releases your package. Please be aware that we do not collect these charges and that it is your responsibility to pay these fees to your local agency. For more information or an estimate, please contact your local customs office.
Third Party Provider. We use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). You hereby consent to provide and authorise us and our third-party service provider to share any information and payment instructions you provide to the extent required to complete payment transactions in accordance with these Terms of Use. Upon initial registration of your credit or debit card, you may see a pending charge as part of the authorisation confirmation process. This is not a charge and is used to confirm account authenticity. The pending charge should automatically clear on its own.
DISCLAIMER OF WARRANTIES AND CONDITIONS
As Is. We do not promise, covenant, represent, warrant or guarantee that you or any other user of the Site will obtain any particular or tangible result or goal through the use of the Site, or any product or information made available on or through the Site. You expressly understand and agree that to the extent permitted by applicable law, your use of the Site and the products offered on the Site is at your sole risk, and the Site and products are provided on an “as is” and “as available” basis, with all faults.
No Warranty. We expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from the use of the Site or products. We make no warranty, representation or condition that: (1) the Site, or products will meet your requirements or standards; (2) your use of the Site will be uninterrupted, timely, secure or error-free; or (3) the results that may be obtained from use of the Site will be accurate or reliable. No advice or information, whether oral or written, obtained from Upgraders or through our Site will create any warranty not expressly made herein. While we endeavour to keep the materials on the Site current, healthcare information changes rapidly and thus, the materials on the Site should not be relied upon to be fully comprehensive, accurate or error free. We do not recommend, endorse or make any warranties or representations of any kind with regard to the accuracy, completeness, timeliness, quality, efficacy or non-infringement of any of the programs, materials, products or other information provided on the Site or by the companies or organisations linked or referred to on the Site, including but not limited to the linked websites. Any content downloaded from or otherwise accessed through the Site or messages is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Site, or any other loss that results from accessing such content.
No Liability For Conduct Of Third Parties. You acknowledge and agree that we are not liable, and you agree not to seek to hold us liable, for the conduct of third parties, including operators of external websites, and that the risk of injury from such third parties rests entirely with you.
No Liability For Third Party Websites. Links to or access from any third party websites or resources is not an endorsement of any information, product or service. We are not responsible for the content or performance of any third party websites. Use of any third party websites is at your own risk.
News, Blog Posts and Press Releases. The Site may contain information, news, press releases and/or other postings. We will use reasonable care to ensure that such information, news, press releases or other postings are accurate at the time they are added to the Site. Please note, however, that we cannot guarantee that any information posted on the Site is accurate, and we shall not be liable for any losses or damage that anyone may suffer as a result of relying on such information.
INDEMNIFICATION
Indemnity. You agree to defend, indemnify, and hold Upgraders, our parent companies, subsidiaries and affiliates, and each of their respective officers, directors, employees, contractors and suppliers (“Upgraders Parties”) harmless from any and all claims, liabilities, damages, losses, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising in any way from or in connection with (i) your use of the Site or any services available on or through the Site, (ii) any violation by you of these Terms of Use, or any other policy posted from time to time on the Site applicable to your use of the Site, or (iii) your violation of any applicable laws or regulations.
Indemnification Process. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defences. You agree not to settle any matter without the prior written consent of Upgraders. Upgraders will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY
NO SPECIAL DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL AN UPGRADERS PARTY BE LIABLE TO YOU WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, EQUITY, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE FOR ANY ALL LOSS OF PROFIT, LOSS OF USE OF MONEY, LOSS OF REVENUE, LOSS OF CONTRACTS, INCREASED COSTS AND EXPENSES, WASTED EXPENDITURE AND ALL INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER OR NOT AN UPGRADERS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCLUSION OF LIABILITY FOR CERTAIN EVENTS. IN NO EVENT SHALL AN UPGRADERS PARTY BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM: (1) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (3) ANY INCORRECT INFORMATION PROVIDED BY YOU TO UPGRADERS.LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, UPGRADERS PARTIES WILL NOT BE LIABLE TO YOU FOR MORE TH
AN THE GREATER OF THE TOTAL AMOUNT OF FEES PAID TO UPGRADERS BY YOU PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY
No Limitation. Nothing in this Agreement limits or excludes the liability of either Party for any liability that cannot be limited or excluded by law, including liability for fraud, fraudulent misrepresentation and negligently caused death or personal injury.
DISPUTE RESOLUTION
Duty to Notify. There might be instances when a Dispute arises between you and Upgraders. If that occurs, Upgraders is committed to working with you to reach a reasonable resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity (a “Dispute”), you have to immediately notify Upgrader about such Dispute in writing via the email specified at the Contact Information section above no later than sixty (60) days from the date of its discovery of the Dispute.
Dispute Resolution Process. You and Upgraders agree that good faith efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Upgraders therefore agree that before either party commences court action against the other, we will communicate in good faith effort to resolve informally any Dispute covered by this Agreement
INTELLECTUAL PROPERTY RIGHTS
Proprietary Material ownership. The Site, and all of its contents, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, logos, titles, characters, names, graphics and button icons (collectively “Proprietary Material”), are protected by copyright, trademark and other laws of the European Union, as well as international conventions and the laws of other countries. The Proprietary Material is owned or controlled by Upgraders or by other parties that have provided rights thereto to Upgraders.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and licence to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
Licence to access and use the Site. We grant you a limited licence to access and use the Site for your personal, non-commercial use only. You agree to use the Site only for lawful, noncommercial purposes and in compliance with all applicable laws. Further, you shall not: (a) licence, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site; (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) except as expressly stated herein, copy, reproduce, distribute, republishe, download, display, post or transmit in any form or by any means any part of the Site; (d) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site; (e) remove or destroy any copyright notices or other proprietary markings contained on or in the Site; and/or (h) use the Site for the purpose of transmitting or facilitating transmission of unsolicited advertising, junk or bulk electronic mail or communications, malicious programs, code or viruses. Any future release, update or other addition to the Site shall be subject to this Agreement. We reserve all rights not granted in this Agreement. Any unauthorised use of the Site terminates the licences granted by us pursuant to this Agreement.
Use of Marks. All registered and unregistered trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties that may own the Marks.
GENERAL PROVISIONS
Electronic Communications. You agree to receive communications from Upgraders in an electronic form via the email that you communicated to Upgraders, and agree that all terms and conditions, agreements, notices, disclosures, and other communications can be provided to you by Upgraders electronically.
Force Majeure. Upgraders shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site or Upgraders’ products or services, please contact us at the email specified at the Contact Information section above. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. Both you and Upgraders irrevocably agree that all claims and disputes arising out of or relating to this Agreement or its subject matter or formation (including non-contractual disputes or claims) will be litigated exclusively in the courts located in Tallinn, Estonia.
Governing Law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, interpreted and construed in accordance with the laws of Republic of Estonia without giving effect to any conflict of laws principles. The United Nations Convention on contracts for the international sale of goods does not apply to this Agreement.
Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
Notice. Where Upgraders requires that you provide an email address, you are responsible for providing Upgraders with your up to date email address. In the event that the last email address you provided to Upgraders is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Upgraders’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Upgraders at the address specified at the Contact Information section above. Such notice shall be deemed given when received by Upgraders by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer any products, or technology of Upgraders except as authorised by the applicable laws. By using the Site, you represent and warrant that you are not located in a country that is on the EU sanction list. You also will not use the Site for any purpose prohibited by EU law or any other applicable law.
Part II. Terms of Use - UK
Last Updated: November, 2022
INTRODUCTION
Who Are We. Welcome to the Upgraders website owned and operated by Upgraders Limited, a company registered in Scotland with its registry number SC726866 and registered address at 1 Rutland Court, Edinburgh Midlothian, Scotland EH3 8EY (“Upgraders,” “Company,” “We,” “us,” or “our”). All products and services on the Site are provided to you by Upgraders or its affiliates.
You Accept This Agreement. PLEASE READ THESE TERMS OF USE (“TERMS OF USE”, “TERMS” OR “AGREEMENT”) CAREFULLY. By accessing or using this website or any other websites owned by us, our affiliates or agents with links to these terms of use (collectively, the “Site”) or accessing or using any Upgraders-controlled social media pages in any way, or using the services and resources available or enabled via the site or the Upgraders’ social media pages, including but not limited to nutritional and lifestyle information, completing the registration process, making a purchase and/or merely browsing the site, you represent that (1) you have read, understand, and agree to be bound by the agreement, (2) you are of legal age to form a binding contract with the company, and (3) you have the authority to enter into the agreement. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE.
Additional documents which apply to you. This Agreement incorporates the following additional documents, which also apply to your use of our services and/or purchase of our products:
Supplemental Terms. Your use of and participation in certain services and/or purchase of certain goods, including but not limited to a purchase of 21-day Gut Health Kit, participation in contests, promotional events, may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be referred to in these Terms of Use or will be presented to you when you use the supplemental service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service.
Privacy Policy. See our Privacy Policy - it sets out the terms on which we process your personal data. By using our services and/or purchasing our goods you agree to the terms of the Privacy Policy, consent to processing of your personal data and you promise that all data provided by you is accurate.
Cookie Policy. See our Cookie Policy - it sets out information about the cookies used on our Site.
Changes to these Terms. These Terms of Use may be changed by us at any time at our sole discretion by updating this posting. It is your responsibility to visit this page from time to time to review the then current terms of use because they are binding on you. In any event, your continued use of the Site and, including the acceptance of products offered on the Site following the posting of changes to these Terms of Use constitutes your acceptance of any changes.
Contact Information. You may contact us using the details below:
Company name: Upgraders Limited
Address: 1 Rutland Court, Edinburgh Midlothian, Scotland EH3 8EY
Telephone: +44 131 380 6280
Email: contact@upgraders.com
NOT A HEALTHCARE ADVICE
Not Intended As Medical Advice. YOU ACKNOWLEDGE THAT THE INFORMATION ON THE SITE AND PROVIDED AS INFORMATION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED TO PROVIDE DIAGNOSIS, TREATMENT OR MEDICAL OR HEALTHCARE ADVICE OF ANY KIND. Your access to or use of the Site therein is not intended to create in any way a physician/patient, confidential or privileged relationship, or any similar relationship that would give rise to duties on the part of Upgraders. Information provided on the Site and linked websites, including information relating to medical and health conditions, treatments and products may be provided in summary form. Information on the Site is not comprehensive and does not cover all diseases, ailments, physical conditions or their treatment. We are not liable for any information provided on the Site with regard to recommendations regarding supplements for any health purposes. Information on the Site including any product label or packaging should not be considered as a substitute for advice from a healthcare professional. Please always consult with a physician or other healthcare professional regarding any medical or health related diagnosis or treatment options.
OUR PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION. Products, services, information and other content provided on the Site, including information that may be provided on the Site directly or by linking to third-party websites are provided for informational purposes only. The products and claims made in connection with products on the Site have not been evaluated by the Medicines and Healthcare products Regulatory Agency (MHRA) or any other similar institution and are not intended to diagnose, treat, cure or prevent any disease or medical condition.
YOU MUST ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL. The Site does not recommend self-management of health issues. You should not use the information or services on the Site to diagnose or treat any health issues or for prescription of any medication or other treatment. You should not attempt to treat yourself, your family, someone you know, or any other individual without proper medical supervision. You must seek the guidance of your physician or other qualified healthcare provider if you feel that you, your family or someone that you know suffers from the conditions described on the Site. If you require urgent care, you should contact your local emergency services immediately. You should always consult with your qualified healthcare professional and read information provided by the product manufacturer and any product label or packaging, prior to using any medication, nutritional, herbal or homoeopathic product or before beginning any exercise or diet program or starting any treatment for a health issue. Individuals are different and may react differently to different products. You should always consult with your qualified healthcare provider about potential interactions between products and medications and/or supplements you are currently taking before using any products offered on Our Site, as well as prior to starting any supplementation program or taking any medication or if you suspect you may have a health problem. Never disregard, avoid or delay obtaining medical advice or treatment from your physician or other qualified healthcare provider due to any information provided on the Site, Upgraders social media accounts or provided by us in emails, messages or in any other form. Under no circumstances should you alter your existing medication, supplementation, dietary or physical regimen based on any information provided through the Site, messages, including any advice, recommendations and/or information provided on our Site, in messages without consulting with your physician.
Comments and Product Ratings. Comments made on the Site by employees or Site users are strictly their own personal views made in their own personal capacity and are not claims made by us nor do they represent our positions or views. Product ratings by any current or previous employees or Site users are strictly their own personal views made in their own personal capacity and are not intended as a substitute for appropriate medical care or advice from a healthcare professional.
YOUR ACCOUNT
Your Account. When you set up an account with Upgraders (your “Account”), you are required to provide certain information, including your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties.
Account Access. You are solely responsible for any and all access and use of your Account Information and all purchases and activities that occur under or in connection with the Account, whether or not such access to and use of the Site is actually authorised by you. If someone accesses our Site using your Account Information, we will rely on that Account Information and will assume that it is you who is accessing the Site. We have no obligation to investigate the authorisation or source of any such access or use of the Site. Please notify us immediately if you become aware that your Account Information is being used without authorisation, or any other breach or threatened breach of this Site’s security.
Account Use. By registering an Account on the Site, you represent and warrant that you: (a) you will only provide us with true, accurate, current and complete information, and maintain and promptly update such information a to always keep it true, accurate, current and complete; (b) are are least 18 years old or above the legal age of majority in your jurisdiction of residence, whichever is higher; (c) have not previously been suspended or removed from the Site, and are not a person barred from using the Site under the applicable laws; (d) do not have more than one (1) Account at any given time for the Site; (e) have registered for an Account for yourself and not on behalf of an individual other than yourself or on behalf of any group or entity; (f) will monitor your Account to restrict use by any other person, and you will accept full responsibility for any unauthorised use of the Site. If we believe or suspect that you have breached any of the representations or warranties set out in this section, we may deny or terminate your access to the Site or purchase of any product.
PURCHASE OF PRODUCTS
Products. The availability of the products described on the Site, and the descriptions of such products, may vary based on location and timing. Any samples, pictures or advertising produced by us and any illustrations contained on the Site or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of this Agreement nor have any contractual force.
Order Acceptance. Each part of any order that you submit to Upgraders constitutes an offer to purchase. If you do not receive a message from Upgraders confirming receipt of your order, please contact our customer service department at contact@upgraders.com before re-entering your order. Upgraders’ confirmation of receipt of your order does not constitute Upgraders’ acceptance of your order. Upgraders is only deemed to have accepted your order once the product(s) you ordered have been handed over to the designated carrier. The risk of loss and title for items purchased by you passes to you upon our delivery of the items to the carrier.
Order Issues. We reserve the right to cancel any order or refuse any purchase made through our Site at our discretion.
No Resale. All purchases of products and services through the Site are for personal, non-commercial use only and you agree not to resell products without expressed written consent from Upgraders. The sale or linking of our products on or to any third party e-commerce website, marketplace or mobile application without our specific written consent is expressly prohibited.
International Shipping. We make no guarantees that we will be able to ship to you if you reside outside the United Kingdom. Please contact us at contact@upgraders.com if you have any questions about whether we ship to your location.
Returns. You are entitled to cancel an order without a particular reason and receive a full refund, including the minimum possible costs of postage (for us shipping the order to you), for any items you order up to 14 calendar days after you receive the item from us. You must notify us of your intention to cancel the order in writing and you must return the item to us by recorded delivery at your expense within 14 days of receipt. You are responsible for the cost to return the item to us. We will refund your money after the receipt of a returned item. It is your duty to take all reasonable care of any items to be returned, including their packaging, up until the time we receive them back from you. Any damage will result in us being unable to refund part or all of the money you have paid. YOU CANNOT RETURN ITEMS WHICH YOU HAVE OPENED AND/OR STARTED TO USE. ANY PRODUCT YOU RETURN MUST BE IN THE SAME CONDITION YOU RECEIVED IT AND IN THE ORIGINAL PACKAGING.
Damaged Goods. Goods which arrive with minor damage will be replaced (or a credit provided) if there is a reasonable chance that they will be adversely affected by that damage. This can apply to part of an order only. If for instance an order contains multiple items and some are damaged, we will undertake to provide a credit for the damaged items only. If you would prefer not to accept the whole order then you can return it to us, but you will be responsible for the cost of that return.
PRODUCT SUBSCRIPTION
Subscription Renewal. By signing up for a subscription, your subscription will automatically renew on the first day following the end of such subscription period indicated on your order and continue for an additional period equal to the number of days of your initial subscription period, at our price for such subscription, plus applicable shipping and taxes. You agree that your account will be subject to this automatic renewal feature unless you defer your next order or cancel your subscription.
Subscription Cancellation. You can cancel at any time from your account page, until the day your next subscription period begins to prevent renewal charges but you will not receive a refund for the remainder of your then-current subscription period. If you choose to cancel your subscription at any time, your subscription will no longer renew and we will not charge your payment provider for the subsequent subscription period.
Subscription Fees. By subscribing, you authorise us to charge your payment provider for your initial subscription period, and again at the beginning of any subsequent subscription renewal period for the fees agreed upon. Your charges may change if we change our pricing – in such case we will notify you in advance. Upon renewal of your subscription, if we do not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that Upgraders may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
FEES AND PAYMENTS
Prices and Fees. We reserve our right to change our prices, fees, charges and billing methods, either immediately upon posting on the Site or by e-mail delivery to you, at any time at our discretion.
Payment. You agree to pay all fees and other charges applicable to your order, subscription and/or your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Information on the specific fees is available on the Site.
Payment Method. You must provide us with a valid payment method as a condition for purchasing the products and/or signing up for a subscription. Your payment provider agreement governs your use of the designated debit or credit card or account, and you must refer to that agreement to determine your rights and liabilities. By providing Upgraders with your payment method and associated payment information, you agree that We are authorised to immediately invoice yourself for all fees and charges due and payable hereunder and that no additional notice or consent is required. If we are unable to complete the transaction, we may cancel your order, contact you directly to update your account information or obtain updated information from your issuing bank, card network or our payment processor. You agree we may continue to charge your payment method following any such update. We are not responsible for any fees or charges that your bank or credit card issuer may apply.
Delivery Costs. For avoidance of doubt, prices shown on the Site exclude the cost of delivery. Delivery costs will be added to the cost of your order and will be displayed on screen before you confirm your order to us.
Taxes. You may be charged tax, if applicable. You agree to pay all applicable taxes.
Customs Charges and Other Fees. Before your package can be released to you for delivery, you may have to pay customs charges and any import fees before your local postal service releases your package. Please be aware that we do not collect these charges and that it is your responsibility to pay these fees to your local agency. For more information or an estimate, please contact your local customs office.
Third Party Provider. We use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). You hereby consent to provide and authorise us and our third-party service provider to share any information and payment instructions you provide to the extent required to complete payment transactions in accordance with these Terms of Use. Upon initial registration of your credit or debit card, you may see a pending charge as part of the authorisation confirmation process. This is not a charge and is used to confirm account authenticity. The pending charge should automatically clear on its own.
DISCLAIMER OF WARRANTIES AND CONDITIONS
As Is. We do not promise, covenant, represent, warrant or guarantee that you or any other user of the Site will obtain any particular or tangible result or goal through the use of the Site, or any product or information made available on or through the Site. You expressly understand and agree that to the extent permitted by applicable law, your use of the Site and the products offered on the Site is at your sole risk, and the Site and products are provided on an “as is” and “as available” basis, with all faults.
No Warranty. We expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from the use of the Site or products. We make no warranty, representation or condition that: (1) the Site, or products will meet your requirements or standards; (2) your use of the Site will be uninterrupted, timely, secure or error-free; or (3) the results that may be obtained from use of the Site will be accurate or reliable. No advice or information, whether oral or written, obtained from Upgraders or through our Site will create any warranty not expressly made herein. While we endeavour to keep the materials on the Site current, healthcare information changes rapidly and thus, the materials on the Site should not be relied upon to be fully comprehensive, accurate or error free. We do not recommend, endorse or make any warranties or representations of any kind with regard to the accuracy, completeness, timeliness, quality, efficacy or non-infringement of any of the programs, materials, products or other information provided on the Site or by the companies or organisations linked or referred to on the Site, including but not limited to the linked sites. Any content downloaded from or otherwise accessed through the Site or messages is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Site, or any other loss that results from accessing such content.
No Liability For Conduct Of Third Parties. You acknowledge and agree that we are not liable, and you agree not to seek to hold us liable, for the conduct of third parties, including operators of external websites, and that the risk of injury from such third parties rests entirely with you.
No Liability For Third Party Websites. Links to or access from any third party websites or resources is not an endorsement of any information, product or service. We are not responsible for the content or performance of any third party websites. Use of any third party websites is at your own risk.
News, Blog Posts and Press Releases. The Site may contain information, news, press releases and/or other postings. We will use reasonable care to ensure that such information, news, press releases or other postings are accurate at the time they are added to the Site. Please note, however, that we cannot guarantee that any information posted on the Site is accurate, and we shall not be liable for any losses or damage that anyone may suffer as a result of relying on such information.
INDEMNIFICATION
Indemnity. You agree to defend, indemnify, and hold Upgraders, our parent companies, subsidiaries and affiliates, and each of their respective officers, directors, employees, contractors and suppliers (“Upgraders Parties”) harmless from any and all claims, liabilities, damages, losses, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising in any way from or in connection with (i) your use of the Site or any services available on or through the Site, (ii) any violation by you of these Terms of Use, or any other policy posted from time to time on the Site applicable to your use of the Site, or (iii) your violation of any applicable laws or regulations.
Indemnification Process. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defences. You agree not to settle any matter without the prior written consent of Upgraders. Upgraders will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY
NO SPECIAL DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL AN UPGRADERS PARTY BE LIABLE TO YOU WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, EQUITY, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE FOR ANY ALL LOSS OF PROFIT, LOSS OF USE OF MONEY, LOSS OF REVENUE, LOSS OF CONTRACTS, INCREASED COSTS AND EXPENSES, WASTED EXPENDITURE AND ALL INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER OR NOT AN UPGRADERS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCLUSION OF LIABILITY FOR CERTAIN EVENTS. IN NO EVENT SHALL AN UPGRADERS PARTY BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM: (1) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (3) ANY INCORRECT INFORMATION PROVIDED BY YOU TO UPGRADERS.
LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, UPGRADERS PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF THE TOTAL AMOUNT OF FEES PAID TO UPGRADERS BY YOU PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY
No Limitation. Nothing in this Agreement limits or excludes the liability of either Party for any liability that cannot be limited or excluded by law, including liability for fraud, fraudulent misrepresentation and negligently caused death or personal injury.
DISPUTE RESOLUTION
Duty to Notify. There might be instances when a Dispute arises between you and Upgraders. If that occurs, Upgraders are committed to working with you to reach a reasonable resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity (a “Dispute”), you have to immediately notify Upgrader about such Dispute in writing via the email specified at the Contact Information section above no later than sixty (60) days from the date of its discovery of the Dispute.
Dispute Resolution Process. You and Upgraders agree that good faith efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Upgraders therefore agree that before either party commences court action against the other, we will communicate in good faith effort to resolve informally any Dispute covered by this Agreement
INTELLECTUAL PROPERTY RIGHTS
Proprietary Material ownership. The Site, and all of its contents, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, logos, titles, characters, names, graphics and button icons (collectively “Proprietary Material”), are protected by copyright, trademark and other laws of the United Kingdom, as well as international conventions and the laws of other countries. The Proprietary Material is owned or controlled by Upgraders or by other parties that have provided rights thereto to Upgraders.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and licence to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
Licence to access and use the Site. We grant you a limited licence to access and use the Site for your personal, non-commercial use only. You agree to use the Site only for lawful, noncommercial purposes and in compliance with all applicable laws. Further, you shall not: (a) licence, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site; (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) except as expressly stated herein, copy, reproduce, distribute, republishe, download, display, post or transmit in any form or by any means any part of the Site; (d) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site; (e) remove or destroy any copyright notices or other proprietary markings contained on or in the Site; and/or (h) use the Site for the purpose of transmitting or facilitating transmission of unsolicited advertising, junk or bulk electronic mail or communications, malicious programs, code or viruses. Any future release, update or other addition to the Site shall be subject to this Agreement. We reserve all rights not granted in this Agreement. Any unauthorised use of the Site terminates the licences granted by us pursuant to this Agreement.
Use of Marks. All registered and unregistered trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties that may own the Marks.
GENERAL PROVISIONS
Electronic Communications. You agree to receive communications from Upgraders in an electronic form via the email that you communicated to Upgraders, and agree that all terms and conditions, agreements, notices, disclosures, and other communications can be provided to you by Upgraders electronically.
Force Majeure. Upgraders shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site or Upgraders’ products or services, please contact us at the email specified at the Contact Information section above. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. You and Upgraders both agree that the Scottish courts have exclusive jurisdiction to settle any dispute that arises out of or in connection with this Agreement or its subject matter or formation, including non-contractual disputes or claims.
Governing Law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, interpreted and construed in accordance with the laws of Scotland without giving effect to any conflict of laws principles. The United Nations Convention on contracts for the international sale of goods does not apply to this Agreement.
Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
Notice. Where Upgraders requires that you provide an email address, you are responsible for providing Upgraders with your up to date email address. In the event that the last email address you provided to Upgraders is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Upgraders’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Upgraders at the address specified at the Contact Information section above. Such notice shall be deemed given when received by Upgraders by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer any products, or technology of Upgraders except as authorised by the applicable laws. By using the Site, you represent and warrant that you are not located in a country that is on the UK sanction list. You also will not use the Site for any purpose prohibited by UK law or any other applicable law.