Platform Terms

NUEROFY PLATFORM TERMS AND CONDITIONS

Effective Date: 02.06.26

These Platform Terms and Conditions (“Terms”) govern access to and use of the Nuerofy platform and related services (“Nuerofy”, “we”, “our” or “us”).

By signing a Subscription Order Form, accessing the Platform or using the Services, the Customer agrees to be bound by these Terms.

1. Definitions

“AI Credits” means credits allocated to the Customer for the use of AI-powered functionality within the Platform.

“Annual Active Learner (AAL)” means a unique learner account that accesses the Platform, launches a course, completes training, undertakes an assessment, or otherwise engages with learning content during a rolling twelve (12) month period.

“Customer” means the organisation identified in the Subscription Order Form.

“Customer Content” means any data, courses, documents, media, policies, assessments, learning materials or other content uploaded, stored or created by the Customer within the Platform.

“Customer Data” means all data processed by Nuerofy on behalf of the Customer.

“Platform” means the Nuerofy learning, training, compliance and AI-powered platform.

“Services” means the Platform together with associated hosting, support, maintenance, AI functionality and related services.

“Subscription Order Form” means the order form agreed between Nuerofy and the Customer.

2. Provision of Services

Nuerofy shall provide the Services during the applicable subscription term.

The Customer is granted a non-exclusive, non-transferable right to access and use the Platform solely for its internal business purposes.

The Customer shall not resell, sublicense or commercially exploit the Platform without Nuerofy’s prior written consent.

3. Customer Responsibilities

The Customer shall:

– maintain accurate account information;
– keep login credentials secure;
– manage user permissions appropriately;
– ensure authorised users comply with these Terms;
– ensure uploaded content is lawful and accurate;
– comply with all applicable laws and regulations.

The Customer remains responsible for all activity carried out under its accounts.

4. Annual Active Learners

Subscriptions include the number of Annual Active Learners specified within the Subscription Order Form.

Where the Customer exceeds its included AAL allowance, Nuerofy may:

– invoice additional charges;
– require an upgrade to a higher subscription band;
– restrict additional learner creation until appropriate licensing is in place.

Nuerofy will use reasonable efforts to notify the Customer before taking such action.

5. AI Credits

AI Credits may be used for eligible AI-powered functionality available within the Platform.

Included AI Credits apply only during an active subscription period and do not roll over unless expressly agreed.

Additional AI Credits may be purchased separately.

Nuerofy reserves the right to amend AI Credit consumption rates where third-party AI costs materially change.

6. AI Services Disclaimer

Nuerofy’s AI-powered features are provided as assistive tools to support content creation, learning administration, reporting, translation, voiceover generation, assessments and other platform functionality.

The Customer acknowledges and agrees that:

– AI-generated content may contain errors, omissions, inaccuracies or outdated information.
– AI-generated content may not reflect current legislation, regulations, industry standards or organisational requirements.
– AI-generated translations may not be linguistically, technically or legally accurate.
– AI-generated voiceovers may contain pronunciation, contextual or technical errors.
– AI-generated assessments, recommendations, reports and learning content should be independently reviewed before use.
– AI-generated outputs may not be unique and similar outputs may be generated for other users.

The Customer is solely responsible for reviewing, validating and approving all AI-generated outputs before publication, distribution, implementation or use.

Nuerofy does not provide legal, regulatory, health and safety, employment, financial or professional advice through its AI-powered features.

7. Customer Data

The Customer retains ownership of all Customer Data.

The Customer grants Nuerofy the right to host, process, store and transmit Customer Data solely for the purpose of providing the Services.

The Customer warrants that it has all necessary rights and permissions to use Customer Data within the Platform.

8. Acceptable Use

The Customer shall not use the Platform:

– for unlawful purposes;
– to infringe intellectual property rights;
– to distribute malicious software;
– to interfere with security controls;
– to generate unlawful, harmful or offensive content;
– to gain unauthorised access to systems or data.

Use of the Platform is also subject to the Nuerofy Acceptable Use Policy.

9. Subscription Term

Monthly Rolling Subscription

Monthly subscriptions continue until terminated by either party providing at least thirty (30) days’ written notice.

Fixed-Term Subscription

Fixed-term subscriptions continue for the agreed term and automatically renew for successive twelve (12) month periods unless either party provides at least ninety (90) days’ written notice prior to renewal.

10. Fees and Payment

Monthly subscriptions are payable monthly in advance.

Annual subscriptions are payable annually in advance and are due within thirty (30) days of invoice date unless otherwise agreed.

All fees are exclusive of VAT and other applicable taxes.

Nuerofy may suspend Services for non-payment.

Interest may be charged on overdue sums in accordance with applicable legislation.

11. Support and Maintenance

Nuerofy shall provide reasonable support during normal business hours.

The Platform may be unavailable from time to time due to:

– planned maintenance;
– emergency maintenance;
– security updates;
– third-party outages.

Nuerofy does not guarantee uninterrupted availability.

12. Data Protection

Each party shall comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018.

Where Nuerofy processes personal data on behalf of the Customer, the Nuerofy Data Processing Agreement shall apply.

13. Confidentiality

Each party shall keep confidential information received from the other party confidential and shall not disclose such information except:

– with consent;
– where required by law;
– to professional advisers under confidentiality obligations.

14. Intellectual Property and Content Ownership

14.1 Nuerofy Intellectual Property

Nuerofy retains ownership of all intellectual property rights relating to:

– the Platform;
– software;
– source code;
– databases;
– AI systems;
– branding;
– documentation;
– content created by Nuerofy.

14.2 Customer-Created Content

The Customer retains ownership of Customer Content created, uploaded or stored within the Platform.

Nuerofy receives a non-exclusive licence to host, process and display such content solely for the purpose of providing the Services.

14.3 AI-Generated Content

Ownership of AI-generated content created through the Platform shall remain with the Customer, subject to any third-party intellectual property rights contained within Customer-provided source materials.

The Customer acknowledges that Nuerofy does not verify the accuracy, legality, suitability or compliance of AI-generated outputs.

14.4 Training Content Disclaimer

Any training content, templates, policies, assessments, courses or learning materials made available through the Platform are provided for general information and training purposes only.

The Customer is responsible for determining whether such content is suitable for its organisation and legal obligations.

14.5 Compliance Disclaimer

Use of the Platform does not in itself guarantee legal, regulatory or industry compliance.

The Customer remains responsible for:

– determining its compliance obligations;
– assigning appropriate training;
– maintaining records;
– implementing policies and procedures;
– ensuring compliance with applicable laws.

15. Warranties

Nuerofy warrants that it will provide the Services with reasonable skill and care.

Except as expressly stated, all warranties and conditions are excluded to the fullest extent permitted by law.

16. Limitation of Liability

Nothing in these Terms excludes liability for:

– death or personal injury caused by negligence;
– fraud or fraudulent misrepresentation;
– liabilities that cannot lawfully be excluded.

Subject to the above, Nuerofy’s total aggregate liability shall not exceed the fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.

Nuerofy shall not be liable for:

– loss of profits;
– loss of revenue;
– loss of business opportunity;
– loss of goodwill;
– indirect or consequential losses.

Nuerofy shall have no liability arising from:

– Customer-created content;
– AI-generated content;
– decisions made by the Customer based upon AI outputs;
– failures by the Customer to review content;
– compliance failures arising from Customer use of the Platform.

17. Suspension and Termination

Nuerofy may suspend access where:

– fees remain unpaid;
– these Terms are materially breached;
– continued access creates security or legal risks.

Either party may terminate for material breach not remedied within thirty (30) days of written notice.

Upon termination:

– access to the Platform shall cease;
– outstanding fees remain payable;
– Customer Data may be exported during a reasonable transition period.

18. Force Majeure

Neither party shall be liable for delays or failures caused by circumstances beyond its reasonable control.

19. General

These Terms, together with:

– the Subscription Order Form;
– the Data Processing Agreement;
– the Acceptable Use Policy;

constitute the entire agreement between the parties.

If any provision is held invalid, the remaining provisions shall remain in force.

The Customer may not assign its rights without Nuerofy’s prior written consent.

20. Governing Law

These Terms shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from these Terms.

Nuerofy.com

Unit 1, Ryelands Business Centre

Rylands Lane

Elmley Lovett

WR9 0PT

Email: Sales@nuerofy.com