Last updated: 23.03.26

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FIT COLLECTIVE - Services Agreement - Terms and Conditions

1. DEFINITIONS
"Agreement" means the agreement between the parties made up of these Terms and Conditions and the Order Form.
"AI Systems" means public machine learning and other artificial intelligence systems, tools, applications, algorithms and/or models used in or with the Hosted Services.
“Background IPR” means any and all Intellectual Property Rights that are owned by or licensed to a party which are or have been developed independently of the Agreement (whether prior to the Effective Date or otherwise).
"Business Day" means any weekday other than a bank or public holiday in England.
“Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day.
"Charges" means the charges specified in the Order Form and any additional charges agreed in writing.
"Customer Data" means all data uploaded to, stored on, or generated using the Platform by the Customer, excluding server logs and usage analytics.
"Customer Personal Data" means any Personal Data processed by the Provider on behalf of the Customer in relation to this Agreement.
“Customer Revenue Declaration” means the customer’s declared revenue in the Order Form.
"Documentation" means the user documentation for the Hosted Services provided by the Provider.
"Effective Date" means the date the Order Form is executed by both parties.
“Foreground IPR” means any and all Intellectual Property Rights that are developed under or arise out of or in connection with the Agreement, including the Output but excluding any Background IPR.
"Hosted Services" means the Fit Collective Product Suite as specified in Schedule 4 and updated from time to time.
"Intellectual Property Rights" means 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.
“New Updates” has the meaning in clause 8.8 of this Agreement.
“Output” means the output produced using the Platform and/or Services.
"Platform" means the software platform used by the Provider to deliver the Hosted Services.
“Renewal Term” means the renewal term in the Order Form.
"Services" means the Hosted Services, Support Services, and any other services provided under this Agreement.
“Service Level Agreement (SLA)” means the service level agreement in Schedule 3.
“Standard Updates” has the meaning in clause 8.8 of this Agreement.
“Order Form” means the order form agreed between the parties.

2. TERM AND TERMINATION
2.1 The Agreement commences on the Effective Date and continues for the Initial Term and, thereafter, shall be automatically renewed for successive Renewal Term (together, the “Term”) unless: 
(a) either Party notifies the other Party of termination, in writing, at least sixty (60) days before the end of the Initial Term or then-current Renewal Term (if applicable), in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or then-current Renewal Term; or
(b) it is otherwise terminated in accordance with the provisions of this Agreement.
2.2 Either party may terminate immediately by written notice if: (a) the other party commits a material breach that is not remedied within thirty (30) days of notice; or (b) the other party becomes insolvent or ceases business operations.

3. CUSTOMER OBLIGATIONS
3.1 The Customer shall:
(a) provide the Provider with all necessary co-operation in relation to this Agreement, including any information that may be requested for the purposes of providing the Services; 
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations and any Provider policies with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for it to perform its obligations under this Agreement;
(e) warrant that the Customer Data does not infringe any third party rights;
(f) provide the necessary set up connections in Schedule 5 in a timely manner and no later than the timeframe specified therein;
(g) participate in product feedback, no fewer than once every quarter, with cross-functional teams on dates mutually agreed by the parties; 
(h) permit marketing and promotional activities by the Provider (including the creation of case studies); 
(i) promptly notify the Provider if the Customer deletes or deactivates a user account with the Provider; and
(j)warrants that the Customer Revenue Declaration is accurate and shall inform the Provider of its revenue in the most recent financial year prior to each Renewal Period.

4. HOSTED SERVICES
4.1 The Provider grants the Customer a non-exclusive, worldwide licence to use the Hosted Services for its internal business purposes during the Term.
4.2 The Customer must not: (a) sublicense or resell the Services; (b) reverse engineer or attempt to extract source code; (c) use the Services for unlawful purposes; or (d) share access credentials or any user login information with unauthorised persons.
4.3 The Provider may update the Hosted Services from time to time, providing notice of material changes where reasonably practicable.
4.4 During the Term, the Provider shall use commercially reasonable efforts to (a) maintain the availability, security, and performance of the Hosted Services in accordance with the SLA; (b) provide maintenance, updates, and patches as the Provider considers necessary to support the proper operation of the Hosted Services; and (c) provide reasonable technical support to the Customer during normal Business Hours The Provider may suspend the Hosted Services for planned maintenance, provided that reasonable notice is given where practicable.

5. DATA PROTECTION
5.1 In this clause, “Data Protection Laws” means as applicable and binding on each party: (a) the Data Protection Act 2018, the UK GDPR as defined in the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003; (b) the EU General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR), EU Directive 2002/58/EC (Directive on privacy and electronic communications), and/or any corresponding or equivalent national laws or regulations; and  (c) any applicable laws replacing, amending, extending, re-enacting, consolidating or implementing any of the above Data Protection Laws from time to time (whether or not before or after the date of this agreement). The terms “personal data”, “personal data breach”, “process”, “controller”, “processor”, “joint controller”, “data subject”, and “supervisory authority” shall have the meanings set out in the Data Protection Laws.
5.2 The parties have determined that for the purposes of Data Protection Laws, the Provider shall process the personal data shared by the Customer, as a Processor on behalf of the Customer, and the Customer shall act as a Controller in respect of the Services.
5.3 The parties acknowledge and agree that the subject-matter, duration, nature and purpose of the processing together with the type of personal data and categories of individuals shall be as set out in Schedule 2, and Provider shall:
process such personal data only on documented instructions from Customer or as necessary to provide the Services, unless required to do otherwise by applicable law, in which case Provider shall, unless legally prohibited from doing so, inform Customer of such legal requirement;

ensure that persons authorised by it to process such personal data are subject to appropriate obligations of confidentiality; 

taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and take steps to ensure that any individuals acting under its authority who have access to such personal data do not process them except on instructions from Customer, unless they are required to do so by applicable law;

notify Customer without undue delay on becoming aware of a personal data breach;

assist Customer, at Customer’s expense, with the fulfilment of Customer’s obligation to respond to requests for exercising individuals rights under applicable privacy and data protection law, together with Customer’s obligations regarding data security, notification by Customer of personal data breaches to the supervisory authority, communication by Customer of personal data breaches to the affected individuals, data protection impact assessments, and prior consultation with the supervisory authority; 

at the choice of Customer, delete or return all such personal data after the end of the provision of services involving the processing of such data, and delete existing copies unless applicable law requires storage of such personal data;

make available to Customer all information necessary to demonstrate compliance with this clause;

allow for and contribute to audits, including inspections, no more than once a calendar year, conducted by Customer or another auditor mandated by Customer provided that (i) Provider shall be compensated for its costs and expenses in relation to such audit, (ii) reasonable advance notice shall be given in respect of any such audit, (iii) any such audit shall only be conducted during Provider’s normal Business Hours, (iv) any such audit shall be conducted to cause minimal disruption to the Provider’s business operations, (v) no access shall be given to Provider’s confidential information or any information relating to Provider’s other Customers and/or financial data, and (vi) any third party auditor shall enter into confidentiality obligations directly with Provider which are reasonably acceptable to Provider; and

not transfer any such personal data outside of the European Economic Area and/or UK without ensuring appropriate safeguards in respect of such transfer in accordance with applicable privacy and data protection law.

5.4 The Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of any personal data to the Provider for the duration and purposes of the agreement.

5.5 The Customer hereby provides its general authorisation for Provider to engage other processors to carry out processing activities on behalf of Customer. Provider shall notify the Customer of any intended changes concerning the addition or replacement of such other processors. If, within five (5) business days of receipt of such notice, Customer notifies Provider in writing of any objections on reasonable grounds to the proposed addition or replacement: (a) Provider shall take reasonable steps to address the objections raised by Customer, and shall provide Customer with a reasonable written explanation of the steps taken; and (b) if having received from Provider a reasonable explanation to address Customer’s objections, Customer nevertheless objects to the addition or replacement, Provider shall not proceed with the addition or replacement with respect to the processing of any personal data on Customer’s behalf, and may, at Customer’s cost, propose the engagement of a different processor in accordance with this clause. Customer acknowledges and agrees that where Customer objects to the appointment of a processor pursuant to this clause, Provider may be prevented from providing the associated services to Customer, and Provider shall have no liability to Customer in respect of its inability to provide all, or part of, such Services.

5.6 Where Provider engages another processor for carrying out specific processing activities on behalf of Customer, materially equivalent data protection obligations as set out herein shall be imposed on that other processor. Where that other processor fails to fulfil its data protection obligations, Provider shall remain fully liable to Customer, subject to the limitations and exclusions of liability set out herein, for the performance of that other processor's obligations.

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6. CUSTOMER DATA AND USAGE RIGHTS
6.1 Licence to Provider. The Customer grants the Provider a worldwide, sublicensable, fully paid up, royalty-free, non-exclusive licence to use, access, store, copy, modify, distribute and/or transmit the process Customer Data and the Customer’s Background IPR to the extent necessary to provide the Services and perform its obligations under this Agreement.
6.2 Aggregated Analytics. The Provider may create aggregated, anonymised datasets from Customer Data for: (a) service improvement; (b) benchmarking and industry insights; provided that: (i) no Personal Data is included; (ii) the Customer cannot be identified; (iii) re-identification is technically prevented; and (iv) small sample disclosure risks are mitigated.
6.3 Data Portability. The Customer may export Customer Data at any time in commonly used formats including but not limited to JSON, CSV, or XML.
6.4 AI Processing Restrictions. Where the Hosted Services use AI Systems: (a) Customer Personal Data shall not be used to train public general-purpose AI models; (b) AI model providers act as sub-processors bound by equivalent obligations; (c) the Provider shall not use Customer Data in a manner that discloses Customer Confidential Information or enables the identification of the Customer, or that reproduces the Customer’s proprietary data, workflows, or configurations; and (d) outputs generated by the Hosted Services using Customer Data may be used by the Customer for its internal business purposes. As between the parties, the Provider retains all intellectual property rights in the Hosted Services, including any models, methodologies, or system-generated outputs, subject to the Customer’s rights to use such outputs as part of the Services.

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7. CONFIDENTIALITY
7.1 Each party shall keep the other's confidential information strictly confidential and not disclose it without prior written consent.
7.2 Confidential information may be disclosed to: (a) employees, advisers, and subcontractors who need to know for the purposes of carrying out the Party’s obligations under this Agreement and are bound by confidentiality obligations under this clause 7; or (b) as may be required by law or a regulatory authority.
7.3 Confidentiality obligations survive for three (3) years after termination of this Agreement.
7.4 Except as otherwise permitted in this Agreement, neither party shall issue any press release, public announcement, or marketing communication relating to this Agreement or use the other party’s name, logos, or trademarks without the other party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the above, the Provider may include the Customer’s name and logo in standard customer lists or investor materials provided that it does not breach any confidentiality obligations.

8. CHARGES AND PAYMENT
8.1 The Customer shall pay the Charges set out in accordance with this clause 8 and the Order Form. The Customer acknowledges that Charges in the Initial Term reflect early adopter pricing based on the current scope of Services. 
8.2 The Provider shall be entitled to raise invoices as and when due, and invoices shall be paid by the Customer within thirty (30) days of receipt to a bank account nominated in writing by the Provider.
8.3 If the Provider has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of the Provider:
(a) the Provider may without liability to the Customer, disable the Customer’s account and access to all or part of the Platform and the Provider shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 Where Services are suspended or unavailable in accordance with clause 4.4 for a continuous period exceeding thirty (30) days (other than due to the Customer’s breach), the Customer shall be entitled to a pro rata credit or refund for the affected period.
8.5 The Customer may not withhold payment of any amount due to the Provider because of any set-off, counter-claim, abatement, or other similar deduction.
8.6 The Provider shall be entitled to update its Charges in accordance with the Provider’s then-current list pricing for the Services, or due to changes in the Customer Revenue Declaration, which may reflect changes to the functionality, scope or usage of the Services. The Provider shall provide the Customer with written notice of any changes to the Charges no fewer than sixty (60) days prior to each subsequent Renewal Term. 
8.7 Any written notice from the Provider to the Customer shall be deemed to have immediately updated the equivalent Charges in the Order Form. 
8.8 The Charges shall apply for the first six (6) months of the Initial Term. The Provider may propose revised Charges for the remainder of the Initial Term by giving at least sixty (60) days’ written notice prior to the end of month 6. If the Customer does not agree to the revised Charges, the Customer may terminate the Agreement on written notice prior to the start of month 7.
8.9 Product scope and updates. The Provider may provide minor updates, enhancements, bug fixes and feature improvements to the Company, at no extra cost (“Standard Updates”). New features, modules or products that constitute a material expansion of functionality (“New Features”) developed and released by the Provider are not included in the Charges. New Features are subject to additional charges to be agreed between the parties. 

9. INTELLECTUAL PROPERTY
9.1 Each party (or its licensors as applicable) shall own all Intellectual Property Rights in and to its Background IPR. In particular:
(a) all Intellectual Property Rights in the Platform and Hosted Services remain the exclusive property of the Provider; and
(b) all Intellectual Property Rights in Customer Data remain the exclusive property of the Customer.
9.2 Full and unencumbered title (with full title guarantee) in all Intellectual Property Rights in the Foreground IPR shall vest in the Provider entirely upon creation.
9.3 The Provider grants to the Customer (or shall procure the granting to the Provider of) a worldwide,  fully paid up, royalty-free, non-exclusive, licence to use the Foreground IPR during the Term for the purpose of receiving and using the Services.
9.4 You acknowledge that your use of the Services may produce certain non-identifiable information related to its input, operation and use, including algorithms and metrics. The Provider may use such non-identifiable information in any manner to develop the Services and its other service offerings. You acknowledge and agree that we may use such information in our service offerings and the Provider shall have appropriate safeguards and measures to comply with the relevant laws, regulations and its confidentiality obligations.  
9.5 The Customer shall defend and indemnify the Provider against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (a) the Customer’s use of the Services in breach of this Agreement; (b) any claim that the supply, receipt or use of Customer Data and/or Customer Background IPR infringes the Intellectual Property Rights of any third party; (c) Customer's breach of Data Protection Laws; or (d) Customer's violation of the Acceptable Use Policy (Schedule 1).

10. LIABILITY
10.1 Nothing in this Agreement limits or excludes liability of a party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.
10.2 Subject to clause 10.1, the Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
(a) loss of profits;
(b) loss of sales or business; 
(c) loss of anticipated savings;
(d) loss of agreement or contracts;
(e) depletion of goodwill and/or similar losses; 
(f) loss or corruption of data or information; or
(g) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
10.3 Subject to clauses 10.1 and 10.2, the Provider’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall, in each 12 month period (commencing on the Effective Date), be limited to an amount equivalent to the Charges payable by the Customer in such 12 month period.

 11. GENERAL
11.1 This Agreement 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 English law and subject to the exclusive jurisdiction of the courts of England and Wales.
11.2 Neither party may assign this Agreement without prior written consent, except to an affiliate or successor in business.
11.3 This Agreement constitutes the entire agreement and supersedes all prior agreements.
11.4 No amendment is valid unless in writing and signed by both parties.
11.5 If any provision or part-provision becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Agreement.
11.6 Notices must be in writing and sent to the following:
Provider
By post: Fit Collective Labs Limited, 20-22 Wenlock Road, London, England, N1 7GU, United Kingdom
By email: phoebe@fitcollective.io
Customer
By email: as per the Order Form. 
11.7 A waiver of any breach does not constitute a waiver of any other breach.
11.8 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, labour disputes (excluding strikes by that party’s own personnel), failure of utilities or telecommunications networks, cyber-attacks, or governmental action (“Force Majeure Event”). The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and use reasonable endeavours to mitigate its effects. Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.
11.9 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
11.10 If there is any conflict or inconsistency between the documents forming the Agreement, or any documents referenced in the Agreement, the following order of precedence shall apply: (a) the Special Terms in the Order Form; (b) these Terms and Conditions; (c) the terms in the Order Form other than the Special Terms; and (d) any other document referred to in these Terms and Conditions.

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SCHEDULE 1: ACCEPTABLE USE POLICY
The Customer must not use the Hosted Services to:

(a) violate any laws or regulations;
(b) infringe third party intellectual property or privacy rights;
(c) transmit malware, viruses, or harmful code;
(d) conduct unauthorized security testing or penetration testing;
(e) attempt to gain unauthorized access to the Platform or other systems;
(f) interfere with or disrupt the Services or servers;
(g) harvest or collect user information without consent;
(h) send spam or unsolicited communications;
(i) upload or distribute illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content;
(j) impersonate any person or entity;
(k) engage in any fraudulent activity; or
(l) assist or encourage any of the above activities.

The Provider may suspend access immediately if the Customer breaches this Policy.

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SCHEDULE 2: DATA PROCESSING DETAILS
Scope
The personal data is processed to enable the Provider to provide the Services to the Customer pursuant to the Agreement.
1. Nature
Processing includes collecting, storing, retrieving and making available the personal data.
2. Categories of Data Subjects
Customer's employees, contractors, customers, suppliers, and end users.
3. Types of Personal Data
Customer information (name, email, phone, username) and such other data as provided by the Customer.
4. Processing Purposes
(a) Providing access to and operation of the Hosted Services;
(b) Customer support and troubleshooting;
(c) Service monitoring and security;
(d) Compliance with legal obligations.
5. Duration of the Processing
For the duration of the Customer’s subscription to the Platform and/or Services.

SCHEDULE 3: SERVICE LEVEL AGREEMENT
1. Target Support Response Times
Support requests are categorized by the Provider and responded to as follows:

- Critical (service down): 4 Business Hours
- Serious (major impairment): 1 Business Day  
- Moderate (minor impairment): 3 Business Days
- Low (cosmetic/general queries): 5 Business Days

Support is available via emailing us at: support@fitcollective.io during Business Hours.
2. Scheduled Maintenance
The Provider shall use reasonable endeavours to give the Customer reasonable notice of maintenance in advance, which shall be at least five (5) Business Days prior notice, but the Customer acknowledges and agrees that the Provider may perform emergency maintenance and/or bug fixes without notice to the Customer from time to time. 

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SCHEDULE 4: HOSTED SERVICES
Fit Collective Product Suite    
1.     Products
Intelligence
Connectors for data sources
In scope: Direct-to-Consumer (D2C) site
Out of scope: Wholesale operations
Data ingest, processing and mapping.
Data enrichments through Fit Collective’s proprietary machine learning technology
Platform access to Customer team members: unlimited users
Display insights and actionable opportunities via the Fit Collective platform
Ecommerce Toolkit
Fit Collective will advise in selecting products to be updated on retailer website at a time, with multiple rounds of tests over the duration of the contract
Propose recommendations (calls to action, size guides, descriptions, and possibly length guidance if relevant to the category)
Support A/B testing (client conducts tests, FC interprets results)
Generate summary reports
Production Optimiser
Web app to our enriched data designed for production teams to take data driven actions
Reports for monthly returns meetings 

2.     Services Included
Support
Standard Email support
Customer Success
Weekly calls for the first month after go live
Fortnightly calls for the following two months of the Initial Term
Quarterly calls for the remainder of the Initial Term
In person
1 day per quarter in-person sessions during the first 6 months of the Initial Term (can be broken into multiple half-days). Can use these for product feedback, product requests, onboarding or as needed by the customer.
1 senior consultant from Fit Collective (Phoebe Gormley for 50%+ of sessions)
No rollover of unused consulting hours

SCHEDULE 5: SET UP CONNECTIONS 
In order for the Provider to supply the Services, the Customer agrees to provide the following set up connections.

Activity
Purpose
Timeframe
Provisioning of “Shopify” data connector
Allow the ingest of the Customer ecommerce data by the Hosted Services
Must provide credentials to FC within 10 working days of contract signing
Provisioning of returns + review data connector 
Allow the ingest of the Customer return data by the Hosted Services
Must provide credentials to FC within 10 working days of contract signing
Provisioning of access credentials for the Customer for https://app.fitcollective.ai
Allow internal users to interact with the Hosted Services
User list supplied + 5 working days
Provisioning of CSV exports from Shopify, return + review tools. 12 months export of each.
Testing the data for accuracy 
Must provide to FC within 10 working days of contract signing

Any delays, inaccuracies or issues associated with providing the set up connections may affect the Provider’s ability to provide its Services. We accept no liability for any issues to the Services as a result of the above and you agree that it is your responsibility to provide the set up connections.

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