TOPCYCLE TERMS & CONDITIONS

Notice: TopCycle is currently not a legally incorporated company and operates as a developing start-up. This Terms & Conditions document is a draft and may be amended as TopCycle’s legal, operational or regulatory circumstances change. You (the user) are responsible for checking this page regularly to review the most recent version of these Terms.

Last Updated: 10/01/2025

Please read carefully. These Terms & Conditions (the “Agreement”) govern your access to and use of the TopCycle wearable device, mobile application, web services and any related services, features or content (collectively, the “Product”). The Product is provided by TopCycle (the “Company”, “we”, “us” or “our”). Where applicable, placeholders such as “[Insert Legal Name]”, “[Insert Email Address]” and similar must be completed once TopCycle is legally incorporated and contact details are available.

By accessing or using the Product you agree to be bound by this Agreement. If you do not agree with any provision of this Agreement, do not use the Product.

  1. DEFINITIONS

1.1. “Account” means the account you create to access parts of the Product.
1.2. “Data Controller” and “Data Processor” have the meanings used in the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”).
1.3. “Personal Data” means any information relating to an identified or identifiable natural person.
1.4. “Movement Data” means sensor, motion or biomechanical data collected or derived from wearable devices.

  1. SCOPE, APPLICABILITY & ELIGIBILITY

2.1. Scope. These Terms apply to users located in the territory of Europe (including Member States of the European Union).
2.2. Eligibility. By creating an Account and using the Product you represent and warrant that you are at least sixteen (16) years of age. Where national law permits a lower age for consent, the lower age under applicable national law applies. If you are under the age required to give consent under applicable law you must obtain verifiable parental or guardian consent before creating an Account. The Company may refuse registration where reasonable evidence of consent or age is not provided.

  1. NATURE OF THE PRODUCT; NO MEDICAL ADVICE

3.1. Product Description. The Product is an AI-assisted fitness and movement coaching system that uses wearable sensors and software algorithms to provide feedback, training programmes and analytics.
3.2. Not a Medical Device / No Medical Advice. The Product is not a medical device and nothing in the Product, documentation or communications from TopCycle constitutes medical advice, diagnosis or treatment. You should consult a qualified healthcare professional before beginning any new exercise, training or rehabilitation program, or if you have any medical concerns. Any clinical or medical claims must be separately authorised and comply with any applicable medical device regulations.
3.3. Use at Own Risk. Use of the Product is at your own risk subject to the limits and exclusions of liability in clause 9 and applicable mandatory law.

  1. USER OBLIGATIONS

4.1. Lawful Use. You shall use the Product only for lawful purposes and in accordance with this Agreement and any accompanying documentation. You will not (and will not permit others to): (a) use the Product to infringe any third-party rights; (b) reverse engineer, decompile or disassemble the Product except to the extent such restriction is unlawful or unenforceable under applicable law; (c) misuse, tamper with or damage the Product or any devices; (d) use the Product to store or transmit unlawful, harmful or otherwise objectionable content.
4.2. Account Security. You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You must notify TopCycle without undue delay of any unauthorised use of your Account.
4.3. Accurate Information. You agree to provide and maintain accurate, complete and up-to-date information required for registration, billing and use of the Product.
4.4. Sensor Placement & Instructions. You are responsible for correct placement, maintenance and use of wearable sensors and to follow all instructions and safety notices. TopCycle is not liable for inaccurate output or harms resulting from misuse or incorrect placement except to the extent mandatory law provides otherwise.

  1. INTELLECTUAL PROPERTY

5.1. Ownership. All intellectual property rights in the Product (including software, AI models, documentation, user interfaces, designs, trademarks and logos) are and shall remain the exclusive property of TopCycle or its licensors. Nothing in this Agreement transfers ownership of such rights to you.
5.2. Licence. Subject to your compliance with these Terms, TopCycle grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Product for your personal or internal professional use only.
5.3. Restrictions. You shall not remove, obscure or alter any proprietary notices, or copy, modify, create derivative works, distribute, sell, sub-licence, lease, lend, publish or commercially exploit the Product except as expressly permitted by TopCycle in writing.

  1. PRIVACY, DATA PROTECTION AND COOKIES

6.1. Data Controller. TopCycle is the Data Controller in respect of Personal Data processed in connection with the Product, unless otherwise notified. Contact: [Insert Email Address]. When TopCycle acts as a Data Processor on behalf of an organisation, a separate processing agreement will apply.
6.2. Categories of Personal Data. We process: (a) Account and registration data (e.g. name, email, date of birth as supplied); (b) Payment data (processed by our payment providers); (c) Usage data and logs; (d) Movement Data and derived performance metrics; (e) support correspondence and other information you provide.
6.3. Legal Basis. Processing is carried out on one or more of the following lawful bases: (a) performance of a contract to which you are a party; (b) your consent where required (e.g. for direct marketing or certain biometric processing); (c) TopCycle’s legitimate interests (such as product improvement, analytics and security), provided such interests are balanced against your fundamental rights and freedoms; (d) to comply with legal obligations. Where we rely on consent you may withdraw it at any time without affecting processing based on other lawful bases.
6.4. Special Categories & Biometric Data. Movement Data that constitutes biometric data under applicable law may be treated as special category data. Where required by law we will obtain your explicit consent for such processing, and you may withdraw such consent in accordance with clause 6.7. We will only process such data where strictly necessary and with appropriate safeguards.
6.5. Data Transfers. Personal Data is stored within the European Economic Area unless otherwise stated. If transfers to jurisdictions outside the EEA occur, TopCycle will implement appropriate safeguards (e.g. Standard Contractual Clauses) or rely on an authorised transfer mechanism under the GDPR.
6.6. Security & Retention. We implement appropriate technical and organisational measures to protect Personal Data (including encryption and access controls). Personal Data is retained only as long as necessary for the purposes for which it was collected or as required by law. Specific retention periods and criteria are set out in our Privacy Policy.
6.7. Data Subject Rights. You have the rights to: access, rectify, erase, restrict processing, object to processing, data portability and lodge a complaint with a supervisory authority. Requests may be submitted to [Insert Email Address]. TopCycle will respond to requests within one (1) month of receipt (extended by up to two (2) further months where necessary taking into account complexity and number of requests), in accordance with the GDPR.
6.8. Data Protection Officer. If appointed, our Data Protection Officer (DPO) contact details will be published on the Product and in the Privacy Policy. Prior to appointment, data protection enquiries should be sent to [Insert Email Address].
6.9. Data Breach Notification. In the event of a personal data breach likely to result in a high risk to the rights and freedoms of individuals, TopCycle will notify the relevant supervisory authority and affected data subjects as required by the GDPR without undue delay.

  1. SUBSCRIPTION, FEES & PAYMENTS

7.1. Subscription. Certain features of the Product are offered under subscription plans. Fees and billing cycles are displayed at the point of purchase.
7.2. Auto-renewal. Subscriptions automatically renew at the end of each billing period unless cancelled prior to renewal. By subscribing you authorise TopCycle (or its payment processor) to charge your selected payment method for renewal fees.
7.3. Cancellation & Refunds. You may cancel your subscription at any time. Cancellation takes effect at the end of the then-current billing period and you will retain access until that date. If TopCycle materially fails to provide the subscribed service, you may be entitled to a pro-rata refund or other remedy in accordance with this Agreement and applicable consumer protection law. TopCycle’s refund policies and procedures are set out in the Product documentation and/or Payment Terms.
7.4. Taxes & Fees. Fees are exclusive of taxes unless otherwise stated. You are responsible for any applicable taxes arising from your use of the Product.

  1. SUSPENSION & TERMINATION

8.1. Suspension for Violation. TopCycle may suspend or restrict your access to the Product where there is a reasonable suspicion of illegal activity, breach of these Terms, fraud, misuse, or where required by law or to protect the security of the Product.
8.2. Termination for Material Breach. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the breach (unless the breach is not capable of cure).
8.3. Effect of Termination. Upon termination or expiry, all licences granted to you will immediately terminate and you must cease use of the Product. Termination shall not affect accrued rights or obligations. Certain provisions (including clauses dealing with confidentiality, limitation of liability, intellectual property, data protection to the extent applicable, and governing law) survive termination.

  1. LIMITATION OF LIABILITY

9.1. Reasonable Endeavours. TopCycle will perform the Product services using reasonable skill and care. Notwithstanding the foregoing, the Product is provided on an “as is” and “as available” basis except as otherwise provided in this Agreement or required by mandatory law.
9.2. Liability Cap. Except for liability which cannot be lawfully limited or excluded (including liability for death or personal injury resulting from TopCycle’s negligence, fraudulent misrepresentation, or other liability which by applicable law cannot be limited), TopCycle’s aggregate liability to you for all claims arising out of or in connection with this Agreement shall be limited to the total subscription fees actually paid by you to TopCycle in the twelve (12) month period immediately preceding the event giving rise to the claim.
9.3. Exclusion of Consequential Damages. TopCycle shall not be liable for any indirect, special, incidental, consequential or punitive damages (including loss of profits, loss of data, business interruption or loss of goodwill) except where such exclusions are not permitted by applicable law.
9.4. No Exclusion of Consumer Rights. Nothing in this clause shall operate to exclude or limit your rights as a consumer that cannot be excluded or limited under applicable mandatory consumer protection laws.

  1. INDEMNITY

10.1. By You. You shall indemnify, defend and hold harmless TopCycle, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of: (a) your breach of this Agreement; (b) your wilful misconduct or negligence; (c) your misuse of the Product; or (d) any content you supply that infringes third-party rights. This indemnity is subject to TopCycle: (i) promptly notifying you of any claim; (ii) allowing you to control the defence and settlement of the claim (provided any settlement releases TopCycle from all liability and imposes no obligations on TopCycle without TopCycle’s prior written consent); and (iii) providing reasonable assistance at your expense.

  1. WARRANTIES & DISCLAIMERS

11.1. Limited Warranty. TopCycle warrants that it will use commercially reasonable efforts to ensure the Product operates materially in accordance with the Product documentation. Except as expressly set forth in this Agreement, the Company makes no additional warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement or uninterrupted availability, except where such disclaimers are not permitted by mandatory law.
11.2. Accuracy of Analytics. Movement Data and analytics provided by the Product are indicative and for informational purposes only. Results may vary and are not guaranteed.

  1. COMPLIANCE WITH APPLICABLE LAW

12.1. You must comply with all applicable laws, rules and regulations in your use of the Product. You shall not use the Product for any unlawful purpose or to facilitate illegal activity.

  1. MODIFICATIONS TO THE AGREEMENT

13.1. Variation. TopCycle reserves the right to modify this Agreement at any time. Where changes are material, we will provide notice (for example via email or in-app notification) prior to the change becoming effective. Your continued use of the Product following publication of the updated Agreement constitutes your acceptance of the updated terms. It is your responsibility to review the Agreement regularly for such changes.

  1. DISPUTE RESOLUTION

14.1. Good Faith Negotiation. The parties shall first attempt in good faith to resolve disputes by negotiation.
14.2. Alternative Dispute Resolution & ODR. If the dispute cannot be resolved by negotiation, you may choose to pursue available Alternative Dispute Resolution (“ADR”) mechanisms. For consumers, you may also refer disputes to the European Commission’s Online Dispute Resolution (ODR) platform. TopCycle will provide information on ADR and ODR in the Product support pages.
14.3. Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of a Member State of the European Union in which TopCycle is or will be incorporated, without regard to conflict of law principles. Subject to your rights under mandatory consumer protection law, the parties submit to the non-exclusive jurisdiction of the courts of that Member State. Nothing in this clause prevents you from bringing proceedings in any jurisdiction where mandatory consumer protection rights apply.

  1. THIRD-PARTY SERVICES

15.1. The Product may integrate or interoperate with third-party services, devices or platforms. TopCycle is not responsible for the availability, content or functionality of such third-party services and any relationship with third-party providers is subject to their terms. Use of third-party payment processors is subject to their separate terms and privacy practices.

  1. MISCELLANEOUS

16.1. Entire Agreement. This Agreement, together with any documents expressly referred to herein (including the Privacy Policy), constitutes the entire agreement between you and TopCycle relating to its subject matter.
16.2. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties’ intentions.
16.3. Assignment. You may not assign or transfer your rights or obligations under this Agreement without TopCycle’s prior written consent. TopCycle may assign or novate this Agreement in whole or part to a third party.
16.4. Notices. Notices to TopCycle must be sent to: [Insert Email Address]. Notices to you may be given by email to the address associated with your Account or by in-app notification.

  1. CONTACT INFORMATION

For questions about these Terms, privacy or data protection matters, or to exercise data subject rights, contact:
Email: [Insert Email Address]
(When TopCycle is incorporated, a registered office address and further contact details will be published and inserted here.)

  1. ACKNOWLEDGEMENT

By creating an Account, subscribing to the Product or otherwise using the Product, you acknowledge that you have read, understand and agree to be bound by these Terms.

End of Terms