Exceed OSLEGAL · Terms of Service
Plain English Desks

Exceed OS: Terms of Service

Last updated: 23 July 2026 Version: 1.1

These Terms of Service ("Terms") govern your subscription to and use of Exceed OS. They form a binding contract between you and us. Please read them carefully, and keep a copy. We provide them to you in a durable, downloadable form.

1. Introduction & acceptance

1.1 Who we are. Exceed OS is operated by Exceed Nutrition Ltd, a company registered in Northern Ireland (company number NI635845), registered office at 8 Church Court, Holywood, Northern Ireland, BT18 9FP ("Exceed", "we", "us", "our"). You can reach us for any matter, including legal notices and privacy queries, at hello@exceednutrition.com.

1.2 What Exceed OS is. Exceed OS (the "Platform", also "the Exceed System") is the operating system for nutrition and wellness coaches: a licensed software-and-content platform that provides educational Content and business-support tooling. What you buy is a licence to access and use the Exceed System (clause 5.2), paid either as a recurring Licence Fee for a Subscription (clause 6) or as a single upfront fee for a named One-Time Product (clause 7A); you are not buying goods, and this is not membership of an association. It is not a healthcare provider, not a medical service, not a clinical or diagnostic tool, and not an AI health adviser. See clause 3.

1.3 This is a business-to-business agreement. The Platform is sold to you for use in and for your coaching business. By subscribing you confirm you are acting in the course of a business, trade, profession or vocation, and not as a consumer. Where, despite this, you are properly classified as a consumer under applicable law, clause 5.5 and your mandatory statutory rights apply, and nothing in these Terms removes or reduces rights that cannot lawfully be excluded. 1.4 Acceptance (clickwrap). By ticking "I agree", clicking "Subscribe", "Start", "Pay" or a similar button, creating an account, or accessing or using the Platform, you confirm you have read, understood and agree to these Terms and to the documents incorporated by reference in clause 1.5. If you do not agree, do not use the Platform. If you accept on behalf of an organisation, you warrant you are authorised to bind it, and "you" means that organisation.

1.5 Documents incorporated by reference. The following form part of these Terms: the Privacy Policy, the Acceptable Use Policy ("AUP", clause 9), the Certification Terms (clause 11), the AI & Content Policy (clause 12), and any order or plan details presented at checkout. If there is a conflict, these Terms prevail, then the order details, then the incorporated policies, except where an incorporated policy expressly states it overrides on a specific point.

2. Definitions

In these Terms, capitalised terms have the following meanings:

3. The Platform & "Retrieval, not advice"

3.1 Retrieval, not advice. The Platform retrieves and organises pre-authored, general, educational Content to support you in running your coaching business. It is a content and tooling library, not an advice service.

3.2 What the Platform does not do. The Platform does not: (a) diagnose any condition; (b) provide medical, clinical, nutritional, psychological or other professional advice for any named or identifiable individual; (c) generate personalised health, dietary or treatment recommendations for any Client; or (d) replace your professional judgement, your qualifications, or the independent assessment you owe to your Clients.

3.3 General, not individualised. All Content is general in nature and authored in advance. Where the Platform helps you assemble, brand or output a meal plan, plan, form or Resource, the output is a template you select, adapt and take responsibility for. It is not Exceed's advice to, or about, any individual, and Exceed does not review it.

3.4 You are the professional in the room. You decide whether any Content is appropriate for a given Client, you adapt it, and you apply your own judgement, scope of practice and duty of care (clause 8).

4. No downstream relationship with Clients

4.1 We contract only with you. Exceed's only contractual relationship is with the Member. Exceed has no contract, retainer or relationship of any kind with any Client and owes no duty of care, advice or service to any Client.

4.2 You are solely responsible for your Clients. As between you and Exceed, you are solely responsible for your Clients and for all aspects of your engagement with them, including client care, intake, consent, suitability and screening, contraindications and allergens, safeguarding, record-keeping, complaints, and referral to appropriately qualified healthcare professionals.

4.3 No third-party rights. A person who is not a party to these Terms (including any Client) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms. This does not affect any right or remedy that exists independently of that Act. The parties may rescind or vary these Terms without any Client's consent.

4.4 Your client-facing terms. You must put your own terms, consents and disclaimers in place with each Client (clause 8.2(e)). Exceed's documents are not a substitute for them.

5. Your account & licensed access

5.1 Eligibility. You must be at least 18 and able to form a binding contract. By subscribing you confirm you are a practising or training nutrition/wellness coach (or a business employing or engaging such coaches) and that the information you give us is accurate and kept up to date.

5.2 Licensed access, not a sale. The Exceed System is licensed to you, not sold. While your Subscription is active and your Licence Fees are paid, we grant you a non-exclusive, non-transferable, revocable, non-sublicensable licence to access and use the Exceed System in your own coaching business with your own Clients. It is for your use (and, on a Team/multi-seat plan, your named authorised users); it is not for use on behalf of third parties as a service bureau, agency or reseller, except as expressly permitted in writing. If you purchase a One-Time Product, the equivalent licence applies to that product on the terms in clause 7A, whether or not you also hold a Subscription.

5.3 Account security. You are responsible for keeping your login credentials confidential and for all activity under your account. Tell us promptly at hello@exceednutrition.com if you suspect unauthorised use. We may require reasonable security measures.

5.4 No sharing. You must not share, sell, transfer or make available your account or login to any other person, or allow more individuals to use the Platform than your plan permits. Each seat is personal to the named user. Credential-sharing is a material breach (clause 17).

5.5 If you are a consumer. We position and sell the Platform B2B. However, we extend the cooling-off and easy-cancellation provisions in clause 7 to all Members. If you are properly classified as a consumer, your mandatory consumer rights (including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or the equivalent law of your home country) prevail over anything inconsistent in these Terms.

6. Exceed OS Subscriptions and Trials: billing, renewals, price changes, taxes

6.1 Plans and Licence Fees. Your licensed access to the Exceed System is provided on a recurring Subscription. The recurring fee is a Licence Fee for your licence to access and use the Exceed System; it is not a fee for goods or for membership of an association. Your plan, price, billing cycle (e.g. monthly or annual), included seats and any free trial (currently a 7-day free trial, unless we state otherwise at checkout) or introductory terms are as shown at checkout and confirmed to you.

6.2 Payment. You authorise us and our payment processor to charge your chosen payment method for the Fees, plus applicable Taxes, on each billing date. You must keep your payment details valid and current. If a payment fails, we may retry, suspend access, and/or downgrade your plan after reasonable notice.

6.3 Automatic renewal. Unless your plan states otherwise, your Subscription renews automatically at the end of each billing cycle for a further cycle of the same length, at the then-current price, until cancelled under clause 7. We will give you the renewal reminders required by law (clause 7.6). 6.4 Price changes. We may change Fees for future billing cycles. We will give you at least 30 days' notice before a change takes effect for your renewal. If you do not accept the new price, you may cancel before it takes effect under clause 7; continued use after the change takes effect is acceptance. We will not change the price for a billing cycle you have already paid for.

6.5 Taxes / VAT. Fees are stated inclusive of VAT and other applicable taxes. You are responsible for any taxes arising from your use other than taxes on our income. Where we are required to collect tax, we will add it at the applicable rate.

6.6 No deductions. Except as required by law or expressly stated in these Terms, Fees are non-cancellable for the current paid cycle and are paid without set-off, counterclaim or deduction (subject always to clause 7 and your mandatory rights).

7. Cancellation, cooling-off & refunds

7.1 Easy cancellation. You may cancel your Subscription at any time from your account dashboard or by emailing hello@exceednutrition.com. Cancellation takes effect at the end of your current paid billing cycle. We make cancellation at least as easy as signing up, in a manner consistent with DMCCA 2024 and applicable US ARL/FTC "click-to-cancel" requirements. After cancellation you keep access until the end of the cycle you have paid for, unless you exercise a cooling-off right below.

7.2 Cooling-off (granted to all Members). Although the Platform is sold B2B, we grant every Member a 14-day cooling-off period from the day your Subscription starts, during which you may cancel for any reason and receive a refund, subject to the digital-content rules in clauses 7.3 to 7.4. To cancel within this period, tell us at hello@exceednutrition.com or use the cancellation function; you may use the model cancellation form but do not have to.

7.3 Digital content and immediate access: express consent and waiver. The Platform and the Resources are digital content supplied immediately. At checkout, if you want immediate access during the cooling-off period, we ask you to: (a) expressly consent to us beginning to supply the Platform and making Content and Resources available to you immediately, before the end of the 14-day cooling-off period; and (b) acknowledge that you will lose your right to cancel (and to a refund) under clause 7.2 once supply has begun and, in the case of any Resource, once you download, stream or otherwise access it.

If you give that consent and acknowledgement and we then begin supply, you lose the 14-day cancellation right to the extent the digital content has been supplied. If you do not give it, we will not provide access until the cooling-off period ends (or until you do give it), and your cooling-off right is preserved until then. 7.4 Durable-medium confirmation. Before or when supply begins, we will send you confirmation on a durable medium (e.g. email) recording your consent under clause 7.3 and your acknowledgement that you have lost the cancellation right. Keep this confirmation.

7.5 Refunds. Where a refund is due (e.g. a timely cooling-off cancellation before the clause 7.3 waiver takes effect, or as required by mandatory law), we refund using the original payment method within 14 days. Outside the cooling-off period and your mandatory rights, Fees already paid are non-refundable and we do not provide pro-rata refunds for partial periods or unused access. Nothing in this clause limits your remedies if the Platform is faulty or not as described under the CRA 2015 or equivalent law.

7.6 Renewal reminders and easy exit (DMCCA / ARL). For renewing Subscriptions we will send the renewal reminders and any cooling-off or cancellation information required by applicable law (including DMCCA 2024 once in force, the EU CRD, and US state ARLs), and we provide a simple online route to cancel before each renewal.

7.7 Effect of cancellation. On cancellation or expiry, your licence under clause 10 ends for future use. Resources you have lawfully downloaded for an active Client engagement may be retained and used only as clause 10.5 allows.

7A. One-Time Products: Coaching Systems

7A.1 What you buy. A One-Time Product is a licence to a named, specifically scoped part of the Platform (for example, the GLP-1 Coaching System), bought for a single upfront fee as described at checkout. You pay once: no recurring subscription is created, and nothing further is charged unless you choose to buy something else.

7A.2 Access and updates. Access begins immediately after payment, subject to the immediate-supply consent process in clause 7.3. You keep access to the purchased System for as long as you comply with these Terms and we continue to make the Platform available (see clause 7A.6 for what happens if we do not), and future improvements to that purchased System are included at no extra charge.

7A.3 What is not included. A One-Time Product includes only the named System described at checkout. Other Exceed Systems, Collections and Desks are not included, unless you purchase them separately or access them through an active Exceed OS Subscription.

7A.4 Your rights and the 30-day guarantee: three separate things. (a) Your statutory rights. Nothing in this clause 7A limits or replaces your statutory rights, including any mandatory cancellation, cooling-off or refund rights that apply to you and cannot lawfully be excluded. (b) Immediate supply. One-Time Products are digital content supplied immediately. The express-consent and acknowledgement process in clause 7.3 applies to One-Time Products in the same way, reading references to your Subscription starting as references to your purchase completing. (c) The 30-day guarantee (contractual, in addition). Separately from, and in addition to, (a) and (b): you may request a refund of a One-Time Product for any reason within 30 days of the original purchase by contacting hello@exceednutrition.com. We will refund the one-time fee to the original payment method within 14 days of your request. Once refunded, your access to the purchased System ends. This guarantee is not conditional on how much of the product you have used. We reserve the right to refuse to honour this contractual guarantee (not your statutory rights) where there is clear abuse, such as repeated purchase-and-refund cycles.

7A.5 Licence. The licence to a One-Time Product is personal to the purchasing coach and mirrors clause 10.2: you may access, use, adapt and brand the purchased System's Content and Resources within your own coaching business, and share the resulting client-facing materials with your own Clients. All clause 10.4 restrictions apply, including: no reselling or redistribution; no publishing or uploading to another membership, community, marketplace or shared drive; no sharing with other coaches or businesses; and no use of the materials to create competing products. Account credentials cannot be shared (clauses 5.3 and 5.4).

7A.6 Changes and continuity. We may update the Platform's software, interface and Content over time (clause 18.1), and will not materially remove the purchased product's core value. If we permanently discontinue a purchased System, or the Platform through which it is delivered, we will give you reasonable advance notice and will either (a) provide a reasonable alternative means of access to the purchased System's core client-facing Resources (for example, downloadable copies), or (b) where that is not reasonably practicable, offer you a fair partial or full refund of the one-time fee.

7A.7 Professional scope. A One-Time Product provides educational and coaching-support materials. It does not provide medical advice, diagnosis, prescribing, medication-management instructions or emergency guidance. You remain responsible for working within your qualifications, professional scope and applicable laws, and for referring Clients to an appropriate healthcare professional where required (clauses 3, 8 and 14). Exceed does not establish any practitioner-client or other relationship with your Clients (clause 4).

8. Member responsibilities & professional warranties

8.1 You are the professional. The Platform supports, but does not supervise, replace or stand behind, your professional practice. You remain fully responsible for the service you provide to your Clients.

8.2 Professional warranties (continuing). You represent, warrant and undertake, on entering these Terms and for as long as you use the Platform, that: (a) Qualifications. You hold and maintain the qualifications, training, registration and (where applicable) regulatory permissions appropriate to the coaching services you provide and to the jurisdictions you operate in; (b) Insurance. You hold and maintain professional indemnity insurance (and any other insurance required for your practice) at an adequate level, as a continuing obligation, and will provide evidence on reasonable request; (c) Scope of practice. You act only within your competence and scope of practice, and do not use Content to operate outside it (for example, you do not present yourself as a medical professional or give medical advice unless qualified to do so); (d) Independent judgement. You apply your own independent professional judgement to all Content before using it with any Client, and you assess suitability for each individual; (e) Red flags and referral. You will identify and appropriately manage and refer clinical and safeguarding red flags, including suspected eating disorders, disordered eating, medication interactions and contraindications (including GLP-1 and other weight-management medication), pregnancy, underlying conditions, and allergens, and you will refer Clients to suitably qualified healthcare professionals where appropriate; (f) Your own client terms. You put in place your own client-facing terms, consents, disclaimers and privacy notices, and obtain all consents needed to use Content and tools with each Client; and (g) Compliance. You comply with all laws applicable to your business, including data protection law, advertising rules (including CAP/ASA and equivalent), consumer law, and any professional code that binds you.

8.3 We do not verify. Exceed does not verify any Member's qualifications, registration, insurance, scope or compliance, and gives no assurance to anyone (including Clients) about any Member. Listing, certifying or providing Content to a Member is not an endorsement of that Member's competence.

8.4 Accurate use of outputs. You are responsible for checking, adapting and finalising every plan, form, meal plan or Resource before you use or send it, including for accuracy, suitability and allergen/medical safety for the specific individual.

9. Acceptable use

9.1 AUP incorporated. Your use of the Platform is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference and which you agree to.

9.2 Core prohibitions. Without limiting the AUP, you must not: misuse, probe, scrape, crawl, data-mine or bulk-extract the Platform or Content; circumvent access controls, seat limits or technical protections; reverse engineer the Platform (except as law permits); use the Platform or Content to train, fine-tune or develop any AI/ML model (clause 10.4 and 12); upload unlawful, infringing or harmful material; misrepresent the Platform's outputs as Exceed's individualised advice; or use the Platform in any way that breaches clause 8 or any law.

9.3 Enforcement. Breach of the AUP is a material breach and may lead to suspension or termination under clause 17.

10. Intellectual property & the Resources licence

10.1 Our IP. Exceed and its licensors own all intellectual property rights in the Platform, all Content, the Resources, the Method / the Exceed Way, the Academy materials, the Mark, and all related trade marks, designs, text, software, structure and "look and feel". Except for the licences granted to you in these Terms (your licence to access the Exceed System under clause 5.2, and your Resources licence under clause 10.2), nothing transfers any rights to you.

10.2 Your licence to use Resources. While your Subscription is active and your Fees are paid, we grant you a non-exclusive, non-transferable, revocable, non-sublicensable licence to access, use, adapt, brand and reproduce the Resources within your own coaching business and with your own Clients, for the purpose of delivering coaching services. This includes customising Resources (e.g. adding your branding) and sharing the resulting client-facing document with the relevant Client. The same licence applies to the Resources of a One-Time Product for as long as you retain access to it under clause 7A.

10.3 Adaptations. You own your own original additions to a Resource (e.g. your branding and Client-specific content), but the underlying Resource, template, Method and structure remain ours, and your licence to the underlying material is as set out in clause 10.2. You must not remove our proprietary notices except where you legitimately white-label a permitted Resource for your own Client.

10.4 Restrictions. You must not, directly or indirectly: (a) resell, redistribute, publish, syndicate, lend or commercially exploit Content or Resources except delivering them to your own Clients as part of your coaching; (b) repackage Content or Resources into, or use them to build, a competing or substitutable library, course, template pack, methodology or platform; (c) sublicense, share or transfer your access or the Resources to other coaches or businesses; (d) make Content or Resources available on a public or open website, marketplace, or shared drive, or to anyone other than your own Clients; (e) scrape, bulk-download or systematically extract Content; or (f) use any Content or Resource to train, fine-tune, evaluate or develop AI/ML systems, or input it into any third-party AI system in a way that allows that system to retain or train on it.

10.5 On cancellation. When your Subscription ends, the licence in clause 10.2 ends. You must stop using and accessing the Resources and delete your copies, except that you may retain and continue to use a specific Resource already lawfully delivered to a specific Client for that ongoing engagement, and you may keep records as your professional and legal obligations require. The restrictions in clause 10.4 survive. This clause applies to a One-Time Product only if your access to it ends (for example, on a refund under clause 7A.4(c) or termination for breach under clause 17); it does not apply while you retain access under clause 7A.

10.6 Feedback. If you give us feedback or suggestions, we may use them freely without obligation to you.

10.7 Infringement / takedown. We respect IP rights and operate a notice-and-takedown process; send claims to hello@exceednutrition.com.

11. Certification (Exceed Certified / the Mark)

11.1 Certification Terms incorporated. If you enrol in the Academy or pursue certification, the separate Certification Terms apply and are incorporated by reference.

11.2 What the Mark is. Exceed Certified and the Mark recognise your completion of the Academy programme and your familiarity with the Method. The Mark is a private, proprietary certification of Exceed.

11.3 What the Mark is not. Exceed Certified is not a government, university, regulated, professional, statutory or medical qualification. It does not grant any professional registration, licence or title, does not authorise you to practise where a licence is required, and does not replace any insurance, qualification, registration or legal requirement applicable to your practice. You must not present the Mark as any of these.

11.4 Use of the Mark. While certified and in good standing, you may use the Mark only as the Certification Terms permit. We may suspend or revoke the Mark for breach (clause 17). The Mark is shown as Exceed Certified™ and is used as a trade mark; we use TM (not ®) pending completion of UK trade mark registration.

12. AI features

12.1 AI & Content Policy incorporated. Any AI-assisted features are governed by our AI & Content Policy, incorporated by reference.

12.2 Retrieval, not advice (AI). Where we offer AI features, they are designed to retrieve, surface, assemble or rephrase pre-authored Content to help you work faster. They do not generate personalised medical, clinical or nutritional advice for any individual, and they do not replace your judgement.

12.3 Human judgement required. A qualified human (you) must review, decide on and take responsibility for any output before it is used with a Client. There are no automated decisions about Clients, and the Platform does not make decisions producing legal or similarly significant effects on any individual.

12.4 No Client data as model input. We do not use individual Client data entered through the tools as input to train or fine-tune AI/ML models. Your obligations in clauses 9.2 and 10.4(f) (no using our Content to train AI) continue to apply to you.

13. Data protection

13.1 Privacy Policy. Our handling of personal data is described in our Privacy Policy, incorporated by reference. We comply with the UK GDPR, the Data Protection Act 2018, and (where applicable) the EU GDPR and PECR.

13.2 "We hold almost nothing" today. The Platform currently runs largely in your browser using local storage. We hold minimal Member data (e.g. account and billing data). Any Client data you enter into the tools stays under your control on your device/browser and is not stored on, transmitted to, or reviewed by, Exceed. You are the controller for your Client data; Exceed is not a processor of it under the current architecture.

13.3 Future account/cloud features. If we introduce accounts, sync or cloud storage under which Exceed processes Client personal data on your behalf, that processing will be governed by an additional Data Processing Agreement (DPA) meeting Article 28 UK GDPR, which will form part of these Terms when it applies.

13.4 Your data duties. As controller of your Client data, you are responsible for your own lawful basis, notices, consents and data-subject handling with your Clients. In particular, before entering any Client information into the Platform you must ensure you have a lawful basis and any necessary permissions to process it. Information about a Client's health (including their use of medication such as GLP-1) is special category data under Article 9 UK GDPR: do not enter identifiable Client health information unless you also have a valid Article 9 condition for it (for most coaches, the Client's explicit consent). Minimise identifiable information: the tools work with a first name or initials, so use the least identifying detail that does the job, and never enter information you are not authorised to process.

14. Warranties & disclaimers

14.1 Service standard. We will provide the Platform with reasonable care and skill. Where the CRA 2015 or equivalent consumer law applies to you, the statutory standards for services and digital content apply and are not excluded.

14.2 "As is" (to the extent permitted). Except as expressly stated in these Terms and subject to clause 14.1 and your mandatory rights, the Platform and all Content are provided "as is" and "as available", and we exclude all other warranties, conditions and terms implied by law, to the fullest extent permitted. We do not warrant that the Platform will be uninterrupted, error-free, or that Content is complete, current, or fit for any particular Client or purpose.

14.3 Not medical or professional advice. Content is general educational material, not medical, clinical, nutritional, legal or other professional advice, and is not a substitute for your professional judgement or for a qualified healthcare professional's assessment of an individual. You must not rely on Content as advice for any specific Client (clauses 3 and 8).

14.4 No outcome guarantee. We do not guarantee any business, coaching, health or financial outcome from using the Platform, the Method or the Academy.

15. Limitation of liability

15.1 Carve-outs preserved (nothing excluded that cannot be). Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015, or other applicable mandatory law; or (d) your mandatory statutory rights as a consumer where you are one.

15.2 No indirect or consequential loss. Subject to clause 15.1, we are not liable to you for any: loss of profit, revenue, business, goodwill, anticipated savings or opportunity; loss or corruption of data; business interruption; or any indirect, special or consequential loss, in each case however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.

15.3 Liability cap. Subject to clause 15.1, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees you paid to us for the Subscription in the 12 months immediately before the event giving rise to the claim (or, if the claim arises in the first year, the Fees paid up to that point). Where a claim arises out of or in connection with a One-Time Product and you hold no Subscription, that cap is instead the fee you paid for that One-Time Product; if you hold both, the higher of the two caps applies. These caps are always subject to clause 15.1: nothing in this clause limits or excludes any liability that cannot lawfully be limited or excluded, or your mandatory statutory rights.

15.4 Client claims are yours. Subject to clause 15.1, we are not liable for any claim, loss or harm suffered by, or arising in relation to, any Client, or for how you use, adapt, deliver or rely on Content with your Clients. This risk sits with you (clauses 4 and 8) and is backed by the indemnity in clause 16.

15.5 Basis of the bargain. You acknowledge these limits reflect the Fees, the B2B nature of the Platform, and the allocation of risk in which you carry professional responsibility and insurance (clause 8).

16. Indemnity

16.1 Your indemnity. To the fullest extent permitted by law, you will indemnify and hold harmless Exceed, its officers, employees and agents against all claims, demands, proceedings, losses, damages, fines, penalties, and reasonable costs and legal fees, arising out of or in connection with: (a) any claim by or in relation to a Client (including claims of harm, negligence, breach of duty, unsuitable advice, allergen/medical incident, or breach of contract); (b) your breach of these Terms (including the professional warranties in clause 8, the AUP, the licence restrictions in clause 10, or misuse of the Mark); (c) your provision of coaching services and your use, adaptation or delivery of any Content or Resource; or (d) your breach of any law or third-party right (including IP and data protection).

16.2 Consumer carve-out. This indemnity does not apply to the extent it would be unenforceable against you as a consumer, or to losses caused by our own breach, negligence or wilful default.

16.3 Conduct. We will notify you of any claim we seek to be indemnified for, and you will not settle it in a way that admits fault on our behalf or imposes obligations on us without our consent.

17. Suspension & termination

17.1 By you. You may cancel as set out in clause 7.

17.2 By us for cause. We may suspend or terminate your access (in whole or part) immediately on notice if: you materially breach these Terms (including the AUP, clause 8, clause 10, or misuse of the Mark) and, where the breach is capable of remedy, fail to remedy it within 14 days of notice; you fail to pay; you share or resell access (clause 5.4); we reasonably suspect fraud, illegality, or risk to the Platform, other Members, Clients or third parties; or you become insolvent.

17.3 For convenience / withdrawal. We may discontinue the Platform or a feature, or terminate for convenience, on 30 days' notice, in which case we will refund any prepaid Fees for the unused period after termination.

17.4 Effect. On termination: your licence (clause 10.2) and any right to use the Mark end immediately; clause 10.5 governs Resources; and clauses that by their nature survive (including 4, 8, 10.4 to 10.5, 14, 15, 16, 19 and 20) continue.

17.5 Suspension is not a refund event. Suspension or termination for your breach does not entitle you to a refund and does not limit our other remedies.

18. Changes to the Service or these Terms

18.1 The Service. We may update, improve, add to or modify the Platform and Content. We aim not to materially reduce core functionality you pay for during a paid cycle without notice.

18.2 These Terms. We may change these Terms or the incorporated policies. For material changes, we will give you reasonable advance notice (e.g. by email or in-Platform) before they take effect, normally at least 30 days. If you do not accept a material change, your remedy is to cancel under clause 7 before it takes effect; continued use after it takes effect is acceptance. We will not retroactively reduce your rights for a cycle already paid.

19. Governing law & jurisdiction

19.1 Governing law. These Terms and any dispute or claim (including non-contractual ones) arising out of or in connection with them are governed by the laws of England and Wales. 19.2 Jurisdiction. The courts of England and Wales have exclusive jurisdiction, except that, where you are a consumer, you benefit from any mandatory consumer-protection rules and any right to bring proceedings in the courts of your country of residence that the law of that country gives you, and nothing in this clause deprives you of that protection.

20. General

20.1 Entire agreement. These Terms and the documents incorporated by reference are the entire agreement between us about the Platform and supersede all prior discussions. You confirm you have not relied on any statement not set out in them. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

20.2 Severability. If any provision is held invalid or unenforceable, it is severed or modified to the minimum extent needed, and the rest remains in force.

20.3 Assignment. You may not assign or transfer your rights or obligations without our written consent. We may assign, novate or subcontract to a group company or in connection with a reorganisation or sale, provided your rights are not materially reduced.

20.4 No waiver. A failure or delay in enforcing any provision is not a waiver, and no single or partial exercise of a right prevents further exercise.

20.5 Notices. We may give notice by email to the address on your account or via the Platform. You give us formal notice at hello@exceednutrition.com. Notice is deemed received when sent (if a business day) or the next business day.

20.6 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (including outages, third-party service failures, cyber-attacks, strikes, and acts of government), except for payment obligations.

20.7 Relationship. Nothing creates a partnership, agency, employment or joint venture between us. You are an independent business.

20.8 No third-party rights. Except as stated in clause 4.3, no one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.