Standard Terms (Dec)

STANDARD TERMS OF SERVICE

Applies to: Resellers, Professional Teams, Performance Organisations, and Similar
Date: 19th December 2025

INFORMATION AND APPLICATION
1 Application: These Standard Terms of Service (the " Terms ") govern the provision of services and supply of goods by EXOANALYTICS LIMITED, a company incorporated in England and Wales with company number 16320424, whose registered office is at 9 Fir Tree Road, Fernhill Heath, Worcester, England, WR3 8RE (the " Company ") to the commercial partner or professional organisation (the "Client") identified in the relevant Quote.

2 Agreement: By accepting a Quote (whether by signing, confirming acceptance in writing (including via email), issuing a Purchase Order, or making payment), the Client agrees to be bound by these Terms.

3 Updates: The Company reserves the right, at its sole discretion, to update, amend or replace these Terms from time to time to reflect changes in business, market conditions, or legal requirements.

DEFINITIONS AND INTERPRETATION
"Athlete": Means the professional athlete, player, or staff member under the care or employment of the Client who undergoes the test.
"End User": Means the customer of the Reseller who undergoes the test.
"Participant": Refers to either an Athlete or an End User as the context requires.
"Consumables": Means items supplied by the Company intended for single use, including but not limited to enriched carbohydrates and sample tubes.
"Metabolic Analysis Equipment": Means the hardware used to capture metabolic data during the testing process, which may include the Client’s own equipment or equipment rented from the Company.
"Calibre Mask": Means the metabolic mask manufactured by Calibre Biometrics, which may be optionally rented to the Client by the Company.
"Services": Means the laboratory analysis of breath samples, data processing of metabolic markers, analysis of data, and the generation of results and Reports.
"Report": Means the analysis output provided by the Company detailing the Participant’s exogenous carbohydrate oxidation rate and fuelling suggestions.
"Test Kit": Means the package of Consumables sold to the Client to facilitate the test.
"Data Protection Legislation": Means the UK Data Protection Act 2018 and the UK GDPR.
"Quote": Means the document issued by the Company and accepted by the Client which describes, inter alios, the specific scope of Services, number of Test Kits, pricing, and specific logistics (including whether testing is administered by the Client or the Company).

APPOINTMENT AND SCOPE
1 Appointment: The Company appoints the Client as a non-exclusive reseller of the Services and Test Kits within the Territory. The Client engages the Company to provide the Services and Test Kits for use by or resale to the Client’s Participants. All specific quantities, pricing, and the distinction of whether the testing is administered by the Client or the Company shall be agreed in a Quote operating under these Terms. The resale price is capped at the price on the Company’s website unless otherwise agreed in writing, including within the Quote. 

2 Service Delivery Models:
2.1 Client Administered: The Client shall purchase Test Kits from the Company, administer the test to the Participant at the Client's facility, training camp/centre, or otherwise, collect the necessary breath samples and metabolic data, return breath  samples to the Company (or its designated Laboratory) within three (3) days of collection, and transmit metabolic data to the Company for analysis.
2.2 Company Administered: Where the Quote specifies, the Company (or its authorised personnel) shall attend the Client’s facility to administer the tests and collect samples directly.

3 Independent Contractor: The Client acts as an independent contractor and not as an agent or employee of the Company. The Client has no authority to bind the Company to any third-party agreements.

SUPPLY OF GOODS AND EQUIPMENT
1 Sale of Consumables: Title to Consumables (Test Kits) passes to the Client upon full payment. Consumables are non-refundable once dispatched due to hygiene and quality control reasons.

2 Equipment Use:
Client Owned Equipment: The Client warrants that such equipment is calibrated, maintained, and operated in accordance with manufacturer guidelines.
Optional Rental (Calibre Mask): Title remains with the Company at all times. The Client is liable for any loss, theft, or damage and must return the mask in good working order or be liable for the full replacement cost. Use requires the use of Calibre Biometrics' software, subject to their third-party terms of use and privacy policy.

3 Carbohydrate Mix:
Company Supplied: Unless agreed with the Client, the Company supplies a blended carbohydrate mix within the Test Kit.
Client Supplied: Where the Client elects to use its own carbohydrate mix, the Company shall test said mix solely for the purpose of validating its technical suitability for use in the analysis.
Liability: Regardless of whether the carbohydrate mix is supplied by the Company or the Client, the Client is strictly responsible for ensuring the ingredients are suitable, including regarding allergies or dietary intolerances. The Company accepts no liability for adverse reactions.

DATA PROTECTION (UK GDPR)
1 Roles: The Parties acknowledge that the Client is the Controller of the Participants Personal Data and the Company is the Processor acting on the Client's instructions.

2 Client Warranties: The Client warrants that it has the necessary legal authority (via employment contract or explicit consent under Article 9 UK GDPR) to instruct the testing of the Participant and share Health Data with the Company. It has informed the Participant that their anonymised data may be used by the Company for Research & Development purposes.

3 International Transfers: If the optional Calibre Mask is used, the Client acknowledges that data processing may involve transfers to Calibre Biometrics (USA) and warrants it has informed the Participant of such transfers.

4 Data Processing Agreement: The Parties agree to comply with the obligations set out in Schedule 2 (Data Processing Agreement).

5 Privacy Policy: you can also find our Privacy Policy [link here].

MEDICAL DISCLAIMER & OPERATIONAL SAFETY
1 Non-Medical Service: The Client acknowledges that the Company is not a medical provider and does not carry out medical testing or provide any diagnosis of conditions or otherwise. Participants should seek any relevant medical advice before undertaking testing or the Services. The Reports are for wellness and performance information purposes only and it is the Client’s decision to act upon them.

2 Operational Liability: Where the Client administers the test, the Client is solely responsible for the safety of the testing environment and the administration of the test. Where the Company administers the test, the Company shall take reasonable care but the Client remains responsible for ensuring the physical suitability of the Participant to undergo the test.

3 Mandatory Waiver: The Client agrees to procure that every Participant signs the Company's Participant Liability Waiver (or a document containing equivalent terms) prior to testing.

4 Indemnity: The Client shall indemnify and hold the Company harmless against any claims, losses, or damages arising from: The Client’s failure to procure a signed Waiver from a Participant; The Client's negligent administration of the test (where applicable); or Any claim by a Participant regarding the unauthorised processing of their data where the Client failed to obtain valid consent.

CONFIDENTIALITY
1 Obligations: Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, or clients of the other Party, except as permitted by law or required to perform the Services.

2 Publicity: The Company may use the Client’s name and logo for marketing purposes (e.g., on the Company’s website or decks). However, the Company shall keep all specific Participant information, results, and data strictly confidential and shall not disclose such Participant-specific data without the Client's prior written consent.

FEES AND PAYMENT
1 Invoicing: The Company shall invoice the Client for Test Kits, Services, and any on-site administration fees at the prices set out in the agreed Quote.

2 Payment Terms: Invoices are payable within [30] days of the invoice date. Invoices for the full payment amount will be sent in advance of testing being carried out, unless otherwise agreed in writing.

3 Taxes: Fees are exclusive of VAT.

INTELLECTUAL PROPERTY (IP)
1 Company IP: All IP Rights in the Company’s methodology, analysis algorithms, Reports, and know-how, including improvements and any foreground IP, remain the exclusive property of the Company.

2 License: The Company grants the Client a non-exclusive license to use the Report for internal performance analysis. Where the Client acts as a Reseller, the Company grants a license to provide the Report to the End User without modification. The Client shall not reverse-engineer the analysis.

LIMITATION OF LIABILITY
1 Cap: The Company’s total aggregate liability under these Terms shall be limited to the total fees paid by the Client to the Company in the 12 months preceding the claim.

2 Exclusions: The Company shall not be liable for indirect loss, loss of profit, or errors in data collection caused by the Client’s equipment or staff.

TERM AND TERMINATION
1 Term & Application: These Terms shall apply to all Quotes issued by the Company and accepted by the Client. The Agreement commences on the date the Client accepts the Quote (the "Effective Date") and shall continue in full force until the completion of the Services and delivery of all Reports specified in that Quote. Each new Quote shall create a separate contract governed by these Terms.

2 Termination: Either Party may terminate without cause by providing at least one (1) months' prior written notice.

3 Effect of Termination: Upon termination, the Client must immediately return any rented equipment (Calibre Masks) and pay any outstanding fees.

GENERAL
1 Deemed Acceptance & Order of Precedence: The Client is deemed to have accepted these Terms by: (a) signing a Quote or confirming acceptance in writing (including via email); (b) issuing a Purchase Order referencing a Quote; or (c) paying any invoice issued by the Company. In the event of a conflict between documents, the order of precedence shall be: (1) The specific commercial terms in an agreed Quote; (2) These Standard Terms of Service; (3) The Schedules. These Terms shall prevail over any terms or conditions contained in the Client’s Purchase Order or other documentation.

2 Governing Law: These Terms are governed by the laws of England and Wales.

3 Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction.

SCHEDULE 1: LOGISTICS

Sample Return Logistics: Pursuant to Clause 3.2, where the Client is responsible for shipping, the Client must ship samples within three (3) days of collection to the following address: ExoAnalytics, 9 Fir Tree Avenue, Fernhill Heath, WR3 8RE. (Note: Specific pricing and order quantities are governed by the agreed Quote).

Territory: United Kingdom (unless otherwise specified in the Quote).

SCHEDULE 2: DATA PROCESSING AGREEMENT (DPA)

SCOPE AND DEFINITIONS
1 This Schedule sets out the specific obligations of the Parties regarding the processing of Personal Data under the UK GDPR.

2 "Data Subject", "Personal Data", "Controller", "Processor", and "Processing" shall have the meanings given in the Data Protection Legislation.

DETAILS OF PROCESSING
Subject Matter: Analysis of metabolic and breathl samples for performance reports.
Duration: For the Term of the Agreement.
Nature & Purpose: To generate performance reports for the Client’s Participants.
Data Subjects: The Client's users, professional athletes, or staff ("Participants").
Categories of Data: Identity data (Name, Age, Gender) and Special Category Health Data (VO2, VCO2, Heart Rate, Breath Sample analysis).

THE COMPANY’S OBLIGATIONS (AS PROCESSOR)
The Company shall:
1 Instructions: Process Personal Data only on the documented written instructions of the Client (including these Terms), unless required by law.

2 Confidentiality: Ensure that all persons authorised to process the Personal Data (e.g., employees, contractors) are committed to confidentiality.

3 Security: Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (including encryption of data in transit and at rest where reasonable).

4 Sub-Processors: General Authorisation: The Client grants the Company a general written authorisation to engage third-party Sub-Processors to assist in providing the Services. Current Categories: Cloud Service Providers and Laboratory Partners. Changes & Notifications: The Company shall inform the Client of any intended changes concerning the addition or replacement of these Sub-Processors at least 10 days in advance.

5 Data Subject Rights: Assist the Client in fulfilling its obligation to respond to requests for exercising the Data Subject's rights.

6 Breach Notification: Notify the Client without undue delay after becoming aware of a Personal Data Breach.

7 Deletion/Return: At the choice of the Client, delete or return all Personal Data after the end of the provision of services, unless storage is required by law or for anonymized R&D purposes as agreed in the Terms.

8 Audits: Make available to the Client all information necessary to demonstrate compliance with Article 28 of the UK GDPR and allow for audits/inspections.

INTERNATIONAL TRANSFERS
1 The Company primarily processes data within the UK.

2 Any transfer of data outside the UK by the Company shall only occur with appropriate safeguards in place (e.g., UK International Data Transfer Agreement).