Standard Terms of Service (April 26)

STANDARD TERMS OF SERVICE: BUSINESS-TO-BUSINESS
Applies to: Resellers, Professional Teams, Performance Organisations, and Similar
Date: 30th April 2026

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

The following definitions and rules of interpretation apply in these Terms:

Defintions:
"Athlete": Means the athlete, player, or staff member who is under the care or employment of the Client, and who undergoes the test.
“Business Customer”: has the meaning given to it in clause 3.2.
“Business Day”: Means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Calibre Mask": Means the metabolic mask manufactured by Calibre Biometrics, which may be optionally rented to the Client by the Company.
“Client Administered”: has the meaning given to it in clause 3.4.1.
“Company Administered”: has the meaning given to it in clause 3.4.2.
"Consumables": Means items supplied by the Company intended for single use, including but not limited to enriched carbohydrates and sample tubes.
“Contract”: Means the contract between the Client and the Company for the supply of the Services and the Test Kits, comprising the Quote, these Terms (including any schedules to these Terms), and any other documentation expressly incorporated into the Contract by the Company in writing.
"Data Protection Legislation": Means the UK Data Protection Act 2018, the Data Use and Access Act 2025, the UK GDPR and as applicable the EU the General Data Protection Regulation ((EU) 2016/679).
"End User": Means the customer of the Reseller who undergoes the test.
“Force Majeure Event”:  means an event, circumstance or cause beyond a party's reasonable control.
“IP Rights”: means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"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.
"Participant": Refers to either an Athlete or an End User as the context requires.
"Report": Means the analysis output provided by the Company detailing the Participant’s exogenous carbohydrate oxidation rate and fuelling suggestions.
“Reseller”: has the meaning given to it in clause 3.1.
"Services": Means the laboratory analysis of breath samples, data processing of metabolic markers, analysis of data, and the generation of results and Reports. In some circumstances, this may also include testing in accordance with clause 4.13. 
“Service Delivery Models”: has the meaning given to it in clause 3.4.
"Test Kit": Means the package of Consumables sold to the Client to facilitate the test.
“Territory”: Means the Territory specified in Schedule 1, or as otherwise stipulated in the Quote.
“Trade Marks”: Means the trade mark registrations and applications owned by the Company which the Company may, by express notice in writing, permit or procure permission for, the Client to use in respect of these Terms.
"Quote": Means the document issued by the Company and accepted by the Client which describes the specific scope of Services, number of Test Kits, pricing, and specific logistics (including whether testing is administered by the Client or the Company).
“VAT”: Means value added tax or any equivalent tax chargeable in the UK or elsewhere.

Interpretation:
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes email.

APPOINTMENT AND SCOPE

1 Appointment of a Client, acting as a commercial partner for End-Users: A Client who is purchasing the Test Kit and the Services for the purposes of reselling to an End User, will be appointed by the Company as a non-exclusive reseller of the Services and Test Kits within the Territory (a “Reseller”). The Client engages the Company to provide the Services and Test Kits for resale to the Client’s End-Users. 

2 Appointment of a Client, acting as a professional organisation on behalf of Athletes: A Client who is purchasing the Test Kit and the Services for the purposes of providing the same to Athletes will be considered a business customer and purchaser of the Services and Test Kits (“Business Customer”). The Client engages the Company to provide the Services and Test Kits for use by its Athletes. 

3 Quotes: All specific quantities, pricing, service details, and the Service Delivery Models shall be agreed in a Quote, which together with these Terms shall form the Contract. 

4 “Service Delivery Models”:

4.1 	“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, start the return process by shipping or otherwise of the breath  samples to the Company (or its designated Laboratory) within three (3) days of collection, and transmit metabolic data to the Company for analysis within three (3) days of collection.

4.2 	“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. Where not specified in the Quote, the Client shall co-operate with the Company to provide all necessary information, documentation, consents and approvals, as reasonably required by the Company, in respect of any such attendance.

5 Independent Contractor: The Client acts as an independent contractor and not as an agent, partner, or employee of the Company, and shall not hold itself out as such. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

6 These Terms: These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate. The Client waives any right it might have to rely on any term endorsed upon, delivered with or contained in any document of the Client that is inconsistent with these Terms.

7 Non-Exclusive: The Company shall be free to appoint any other distributor, reseller or other such third-party in the Territory, and freely supply the Test Kits within the Territory whether for use or resale.

SUPPLY OF GOODS, EQUIPMENT AND SERVICES

1 Basis of Contract: Upon receipt of a request for Services from the Client, which may be received in any form by contacting the Company, the Company will confirm the specifics of the Services (including any prices, processes including shipping and equipment returns, instructions, agreed promotional or instruction materials to be provided, and any agreed protocol or testing procedure) which will form the Quote. Once received, the Client shall review the Quote and either, (a) issue a Purchase Order referencing a Quote, (b) sign the relevant Quote or confirming acceptance in writing (including via email); or (c) pay the corresponding invoice issued by the Company, such action (or any of them) shall constitute an offer by the Client to purchase the Services from the Company in accordance with these Terms.

2 Acceptance of these Terms: Once the Company has received the Client’s ‘offer’ in accordance with clause 4.1, the Company shall confirm acceptance in writing at which point and on which date the Contract shall come into existence.

3 Sale of Consumables: Title to Consumables passes to the Client upon full payment in cleared funds. Consumables are non-refundable once dispatched due to hygiene and quality control reasons.

4 Equipment Use:
Client Owned Equipment: The Client warrants that such equipment is calibrated, maintained, and operated in accordance with manufacturer guidelines.
Optional Rental (Metabolic Mask): Title in and to the metabolic mask and associated equipment 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. 
Software in the Metabolic Mask: Use of the metabolic mask requires the use of software provided by the third-party manufacturer of the metabolic mask, and is therefore subject to their third-party terms of use and privacy policy.

5 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, at the expense of the Client, 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. All allergens are listed on the carbohydrate mix packaging.

6 Delivery: The Company shall deliver the Test Kits to the location set out in the Quote or such other location as the parties may agree. Delivery is completed on the completion of unloading the Test Kits at such location as specified in the Quote.

7 Delivery Delay: Any dates specified for delivery in the Quote are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery that is caused by a Force Majeure Event or the Client's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the relevant Test Kits.

8 Delivery Failure: If the Company fails to deliver the ordered Test Kits, its liability shall be limited to the either (a) a full refund of the relevant Test Kits, (b) replacement of the relevant Test Kits, or (c) costs and expenses incurred by the Client in obtaining replacement of comparable Test Kits which are of a similar description, process, and quality in the cheapest market available, less the price of the Test Kits which have been obtained in good faith to mitigate any losses of the Client. The Company shall have no liability for any failure to deliver the Test Kits to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide (a) adequate delivery instructions, (b) the Participants required for testing (or other such provision of the Services),  or (c) any other instructions that are relevant to the supply of the relevant Test Kits.

9 Reports: Once we receive your testing samples and data, we will complete the performance analysis and based on the data we have received, we will prepare the Report, which will be provided to you within two (2) weeks of receiving the required data and samples from you, subject always to receiving accurate data from you, any delays with postage of the samples or equipment, or any delays in the upload of any data. The Company shall have no liability for any failure to deliver the Report to the extent that such failure is caused by a Force Majeure Event, including any postal delays or issues.

10 Sample Collection: Unless the Company is performing the testing itself, instruction information and video instructions for both prior to and during the testing process will be provided. Such instructions and videos guide the Participants through each stage of the process and test. All instructions and guidelines must be strictly followed by the Participant to ensure complete and accurate data and results, however, such instructions, videos, and guides are provided for guidance and information only and in accordance with clause 5 shall in no circumstances constitute any medical advice. We are not responsible for any Reports that are incomplete or inaccurate as a result of inaccurate information or data, or incomplete samples, that are provided to us by the Client or the Participant. 

11 Report Delivery: The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

12 Service Changes: The Company reserves the right to amend the Services, Test Kits and the Report if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, Test Kits or the Report.

13 Testing or Sample Collection by the Company: The Client may from time to time request that the testing or sample collection process is conducted by the Company. Where such testing is required, the Company will send a suitably skilled personnel to undertake the required testing and collect the data required to perform the analysis and prepare the Report. Such testing shall: 
form part of the Services strictly where agreed in the Quote, or at the Company’s discretion where confirmed in writing from time to time; 
incur the charges or fees specified in the Quote, or in the event that testing services are agreed following the Quote, shall incur additional the charges or fees at the Company’s standard rates; 
be subject to the medical and operational safety disclaimers included at clause 5; and
be conducted on such dates and at such times as agreed between the parties in writing (the “Testing Session”). The Client shall be solely responsible, and Company shall have no liability and shall not be responsible, for any Participant’s failure to attend the agreed Testing Session.

14 Service Standard: The Company warrants to the Client that the Services will be provided using reasonable care and skill.

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 parties hereby agree and confirm: 
The Reports are for wellness and performance information purposes only and it is the Client’s decision to act upon them.
Testing and/or sample collection, in accordance with the Services is not a medical test, nor undertaking for the purpose of any medical testing or diagnosis.
The Company and its personnel are not medically trained, nor are they medical providers or advisors. This particularly applies where testing is completed by the Company whether at an arranged or ad-hoc Testing Session. Any testing completed is done so in order to assist with the Services and is not in any event or circumstance a medical test or examination.
  
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.

CLIENT RESPONSIBILITIES

1 Client Obligations: the Client shall:

1.1 ensure that the terms of the Quote, and any information it provides to the Company are complete and accurate;

1.2 co-operate with the Company in all matters relating to the Services;

1.3 where required, provide the Company, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services, including any testing or sample collection;

1.4 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

1.5 obtain and at all times maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start; 

1.6 undertake any testing or sample collection in accordance with any instructions or directions of the Company; and

1.7 comply with all applicable laws, including health and safety laws.

2 Restrictions on Resellers: where a Client is a Reseller, it shall not:

2.1 represent itself as an agent of the Company for any purpose; 

2.2 give any condition or warranty, or make any representation, on the Company's behalf;

2.3 pledge the Company’s credit or commit the Company to any contracts; 

2.4 otherwise incur any liability for or on behalf of the Company; or

2.5 without the Company’s written consent, make any promises or guarantees about the Test Kits or Services beyond those contained in the promotional material supplied by the Company.

3 Storage of Test Kits: The Client shall keep all stocks of the Test Kits that it holds in conditions appropriate for their storage, and provide appropriate security for the Test Kits, all at its own cost and in accordance with any directions or instructions received from the Company.

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, in advance of dispatch of any Test Kits, testing being carried out, or otherwise in advance of the provision of any Services, unless agreed otherwise in the Quote or approved by the Company in writing. 

2 Payment Terms: Invoices are payable within 30 days of the invoice date, however no Test Kits or Services will be provided until payment has been received in full clear funds by the Company, unless agreed otherwise in the Quote or approved by the Company in writing. 

3 Prices: The fees, costs and prices specified in one Quote shall not inform or dictate the prices payable in future quotes. 

4 Expenses: The Client shall reimburse all reasonable expenses properly and necessarily incurred by the Company (or its personnel) in the course of providing testing or sample collection, where such expenses have been agreed in advance with the Client. 

5 Taxes: All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT from time to time. Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Test Kits or Services or both, as applicable, at the same time as payment is due for the supply of the Test Kits or Services.

6 Interest: If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's other rights and remedies, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7 Set-Off: All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

CONFIDENTIALITY

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

2 Exceptions: Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3 Purpose: No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

4 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.

DATA PROTECTION (UK GDPR)

1 Definitions: “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” shall each have the meanings as defined in the Data Protection Legislation.

2 Compliance: Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

3 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.

4 Consents: Without prejudice to the generality of clause 9.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company and/or lawful collection of the Personal Data by the Company on behalf of the Client for the duration and purposes of the Contract.

5 Client Warranties: In addition to the general consents at clause 9.4 above, 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.

6 International Transfers: If the optional Metabolic Mask is used, the Client acknowledges that data processing may involve international transfers outside the EEA (and specifically to the USA) and warrants it has informed the Participant of such transfers. The Client hereby provides its prior, general authorisation for the Company to transfer Personal Data outside of the UK as required for the purpose of this Contract, provided that the Company shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Client shall promptly comply with any reasonable request of the Company, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner from time to time, or adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer).

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

8 Privacy Policy: you can also find our Privacy Policy at https://exoanalytics.co.uk/pages/privacy-policy

INTELLECTUAL PROPERTY (IP)

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

2 Grant of right to use the Trade Marks: The Company grants to the Client the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Test Kits and Services for so long as the Company is providing services to it, subject to this Contract. The Client acknowledges and agrees that it has and will acquire no right in the Trade Marks by virtue of the discharge of its obligations under this Contract, except for the right to use the Trade Marks as expressly provided in this Contract. The Client shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use the Trade Marks to any other party, except as otherwise expressly permitted under this Contract.

3 License of Report: 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 Participant without modification. The Client shall not reverse-engineer the analysis.

4 Resellers: Where acting as a Reseller, the Client shall market and sell the Test Kits and Services only under the Trade Marks, and not in association with any other trade mark, brand or trade name (unless it receives prior explicit approval in writing from the Company).

5 Restrictions: The Client shall not use the Trade Marks or any of the Company’s IP Rights as part of the name under which the Client conducts its business, or any connected business, or under which it sells or services any products (except the Test Kits and Services), or in any other way, except as expressly permitted under this Contract. 

6 Modifications: The Client shall not, without the prior written consent of the Company alter, deface or remove any reference to the Trade Marks, any reference to the Company or any other name attached or affixed to the Test Kits or Reports or their packaging or labelling, or otherwise make any addition or modifications to the Test Kits, Reports or to any advertising and promotional materials supplied by the Company.

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 Limitations: The Company shall not be liable for: any indirect or consequential losses; loss of profit, revenue, anticipated savings; or any loss that is an indirect or secondary consequence of any act or omission of the party in question.

3 No Limitation: Nothing in this Contract limits any liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that legally cannot be limited.

4 No Liability: The Company shall have no liability for any (a) errors in data collection caused by the Client’s equipment or staff; (b) delay or failure to perform the Services where such failure or delay is caused by the acts or omissions of the Client; and (c) any liability to the Participant where such liability arises from any act or omission of the Client.

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 Immediate Termination: Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
3.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

3.2 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 12.3.2; 

3.3 the other party suspends or ceases, or threatens to suspend or cease carrying on business; or

3.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
4 Suspension of Services: Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Test Kits under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under the Contract on the due date for payment.

5 Effect of Termination: Upon termination, the Client must immediately return any rented equipment (for example Metabolic Masks) and pay any outstanding fees, and, in respect of Test Kits and Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt.

GENERAL

1 Order of Precedence: 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 Force Majeure: Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 14 days, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

3 Assignment: The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.

4 Notices: Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the other party’s known email address and shall be deemed to have been received at the time of transmission, or, if this time falls outside usual business hours in the place of receipt, when usual business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

5 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 13.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

6 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

7 Entire Agreement: this Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

8 Third Party Rights: This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9 Governing Law: The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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.

DETAILS OF PROCESSING
Subject Matter: Analysis of metabolic and breath 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)

Acting as a 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. 
4.1 Current Categories: Cloud Service Providers and Laboratory Partners. 

4.2 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 anonymised 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).