Platform Terms

NUEROFY PLATFORM TERMS AND CONDITIONS

Effective Date: 08.10.26

These Platform Terms and Conditions (“Terms”) govern access to and use of the Nuerofy platform and related services provided by First Health and Safety Ltd, trading as Nuerofy.com (“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 the units consumed when using AI-powered functionality within the Platform, and includes Included Credits, Bonus Credits and Top-up Credits.

“Active User” means a User who accesses the Platform, launches a course, completes training, undertakes an assessment or otherwise engages with learning content during a rolling twelve (12) month period.

“Bonus Credits” means AI Credits granted to the Customer by Nuerofy on a one-off, discretionary basis, where recorded in the Subscription Order Form.

“Course Library” means the courses and learning content made available by Nuerofy through the Platform, as updated from time to time.

“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.

“Generated Content” means courses, translations, voiceovers, quizzes, assessments, reports, videos and other outputs produced on the Platform using AI-powered functionality.

“Included Credits” means the monthly allocation of AI Credits included in the Customer’s subscription, as stated in the Subscription Order Form.

“Initial Term” means the fixed subscription period stated in the Subscription Order Form.

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

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

“Subscription Order Form” means the order form agreed between Nuerofy and the Customer, which sets out the Customer’s User Band, Initial Term, fees, Included Credits, any Bonus Credits and any optional services.

“Top-up Credits” means AI Credits purchased by the Customer separately from the subscription.

“User” means a named individual account created on the Platform for the Customer, whether an administrator, manager or learner.

“User Band” means the maximum number of Active Users permitted under the Customer’s subscription in any rolling twelve (12) month period, as stated in the Subscription Order Form.

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 and Course Library solely for its internal training, learning and compliance purposes.

The Customer shall not resell, sublicense, white-label or otherwise commercially exploit the Platform or Course Library without Nuerofy’s prior written consent. Reseller and partner arrangements are governed by Nuerofy’s separate Referral, Partner and Reseller Programme Terms.

Nuerofy may update, improve or change the Platform and Course Library from time to time, provided that core functionality is not materially reduced during the Customer’s subscription term.

3. Customer Responsibilities

The Customer shall:

– maintain accurate account information;
– keep login credentials secure and not share them between individuals;
– manage user permissions appropriately;
– ensure authorised Users comply with these Terms and the Acceptable Use Policy;
– ensure uploaded content is lawful, accurate and that it holds all necessary rights to use it;
– provide information requested for onboarding or support accurately and in the format requested;
– comply with all applicable laws and regulations.

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

4. Users and User Bands

Subscriptions are sold in User Bands based on Active Users. The Customer may create as many User accounts as it needs, provided the number of Active Users in any rolling twelve (12) month period does not exceed the User Band stated in its Subscription Order Form.

User accounts are personal to the named individual. A login shared between individuals counts as one Active User per individual using it.

Where the Customer’s Active Users exceed its User Band for more than thirty (30) days, Nuerofy may:

– require the Customer to move to the next User Band, with the additional fee pro-rated for the remainder of the current subscription term;
– restrict additional Users from accessing learning content until appropriate licensing is in place.

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

The Customer may move to a higher User Band at any time on written request. The Customer may not move to a lower User Band during the Initial Term.

Nuerofy measures Active Users within the Platform and the Customer may view its current count at any time. Users who have not engaged with the Platform in the preceding twelve (12) months, and deactivated or archived accounts, do not count towards the User Band.

5. AI Credits

5.1 AI-powered functionality within the Platform consumes AI Credits. The number of AI Credits consumed by each action is published within the Platform and may be viewed by the Customer at any time.

5.2 Included Credits are released on the first day of each month during an active subscription. Unused Included Credits expire at the end of that month and do not roll over. Included Credits are the same for each month of the subscription term regardless of the term length or billing frequency.

5.3 Bonus Credits, where granted, are a one-off allocation recorded in the Subscription Order Form. Bonus Credits remain available until the end of the Initial Term and then expire. Bonus Credits are granted at Nuerofy’s sole discretion, are not a standard entitlement, and are not provided on renewal unless stated in a new Subscription Order Form.

5.4 Top-up Credits may be purchased separately in the pack sizes offered by Nuerofy from time to time. Top-up Credits expire twelve (12) months from the date of purchase.

5.5 AI Credits are consumed in the following order: Included Credits, then Bonus Credits, then Top-up Credits.

5.6 AI Credits have no cash value, are non-refundable, are not transferable between customers and may not be resold.

5.7 Where the Customer has no AI Credits available, AI-powered functionality that consumes credits will be unavailable until the next monthly release of Included Credits or the purchase of Top-up Credits. Course delivery, reporting and all other non-AI functionality continue unaffected.

5.8 Nuerofy may amend the number of AI Credits consumed by an action on thirty (30) days’ notice where third-party AI costs materially change, or without notice for newly introduced functionality.

5.9 Nuerofy may monitor AI usage to ensure fair and responsible use of Platform resources.

6. AI Services Disclaimer

Nuerofy’s AI-powered features are provided as assistive tools to support content creation, learning administration, reporting, translation, voiceover generation, video generation, assessments and other Platform functionality. They rely on third-party AI services.

The Customer acknowledges and agrees that:

– Generated Content may contain errors, omissions, inaccuracies or outdated information;
– Generated Content may not reflect current legislation, regulations, industry standards or organisational requirements;
– AI-generated translations may not be linguistically, technically or legally accurate, and for regulated or safety-critical content should be checked by a competent speaker before use;
– AI-generated voiceovers and videos 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;
– third-party AI services may be unavailable from time to time.

The Customer is solely responsible for reviewing, validating and approving all Generated Content before publication, distribution, implementation or use. Courses in the Course Library are reviewed by Nuerofy before release; Generated Content created by the Customer is not.

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 and Content Restrictions

The Customer shall not, and shall ensure its Users do not:

– use the Platform for unlawful purposes;
– infringe intellectual property rights;
– distribute malicious software;
– interfere with security controls;
– generate unlawful, harmful or offensive content;
– gain or attempt to gain unauthorised access to systems or data;
– use automated means to extract data from the Platform other than through the documented API;
– download, extract, copy or reuse courses, videos, voiceovers or other Course Library material outside the Platform;
– use the Platform to deliver training to individuals outside the Customer’s organisation, except where a reseller or partner arrangement is in place.

Avatar and AI-generated videos are produced using licensed stock avatars and voices. Such videos may be used only within courses delivered on the Platform. The Customer may not download them, use them outside the Platform, modify them outside the Platform or sell or distribute them separately. These restrictions apply to videos in the Course Library and to videos generated by the Customer.

Use of the Platform is also subject to the Nuerofy Acceptable Use Policy, which is incorporated into these Terms.

9. Subscription Term and Renewal

9.1 The subscription starts on the start date stated in the Subscription Order Form and continues for the Initial Term. Initial Terms are offered in one, two or three year periods.

9.2 At the end of the Initial Term the subscription continues automatically. Where fees are billed annually, it renews for successive twelve (12) month periods unless either party gives at least ninety (90) days’ written notice before the end of the current term. Where fees are billed monthly, it continues as a rolling monthly subscription which either party may end by giving at least ninety (90) days’ written notice.

9.3 Nuerofy may revise its fees on renewal and will give the Customer at least ninety (90) days’ notice of any change.

9.4 The Customer may not terminate the subscription for convenience during the Initial Term. Where the Customer ends the subscription early other than for Nuerofy’s material breach, all fees for the remainder of the Initial Term become immediately payable.

10. Fees and Payment

10.1 The Customer shall pay the fees stated in the Subscription Order Form.

10.2 Annual billing: subscription fees are invoiced annually in advance. For two and three year Initial Terms, each year is invoiced in advance at the rate stated in the Subscription Order Form.

10.3 Monthly billing: where offered, monthly billing is available on a one year Initial Term and is invoiced monthly in advance. During the Initial Term the Customer remains committed to the full term and clause 9.4 applies. After the Initial Term the subscription continues on a rolling monthly basis in accordance with clause 9.2.

10.4 Top-up Credits are invoiced on order. Optional services are invoiced on signing and are non-refundable once work has started.

10.5 Invoices are due within thirty (30) days of the invoice date unless otherwise stated in the Subscription Order Form. Access to the Platform is enabled on receipt of the first payment.

10.6 All fees are exclusive of VAT and other applicable taxes.

10.7 Interest may be charged on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Where an invoice remains unpaid more than thirty (30) days after its due date, Nuerofy may suspend access to the Services on seven (7) days’ written notice until payment is received.

10.8 Fees are non-refundable except where these Terms expressly provide otherwise.

11. Onboarding, Training and Professional Services

11.1 Self-serve onboarding, including the setup checklist, import templates and help centre, is included in every subscription.

11.2 Nuerofy offers optional managed onboarding, training and other professional services. Where selected, the scope, fees and conditions of those services are set out in the Subscription Order Form.

11.3 Managed onboarding is delivered from information supplied by the Customer on Nuerofy’s templates. Delivery timescales run from receipt of complete and correct information. Nuerofy will validate data supplied and return any records that fail validation to the Customer for correction. Work outside the agreed scope, or requested after the onboarding period stated in the Subscription Order Form, is chargeable at Nuerofy’s then current rates.

11.4 Training sessions delivered remotely are recorded and the recording is provided to the Customer for its internal use only. On-site services incur reasonable travel expenses, invoiced at cost.

11.5 Service dates are agreed between the parties. The Customer may reschedule a session once with at least five (5) working days’ notice. Sessions cancelled or rescheduled with less notice are chargeable in full.

11.6 Single sign-on (SSO) configuration and other integration work are quoted separately.

12. Support and Maintenance

Nuerofy shall provide reasonable support by email during normal business hours (Monday to Friday, 9am to 5pm, excluding UK bank holidays). Telephone support is available where stated in the Subscription Order Form.

The Platform may be unavailable from time to time due to planned maintenance (notified in advance where practicable), emergency maintenance, security updates or third-party outages. Nuerofy does not guarantee uninterrupted availability.

13. Data Protection

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

Where Nuerofy processes personal data on behalf of the Customer, the Nuerofy Data Processing Agreement published at www.nuerofy.com/data-processing-agreement applies and forms part of these Terms. The current list of sub-processors is published at www.nuerofy.com/sub-processors.

14. Confidentiality

Each party shall keep confidential information received from the other party confidential and shall not disclose it except with consent, where required by law, or to professional advisers under confidentiality obligations.

The fees and commercial terms in the Subscription Order Form are confidential to the Customer.

This clause survives termination for three (3) years.

15. Intellectual Property and Content Ownership

15.1 Nuerofy retains ownership of all intellectual property rights in the Platform, software, source code, databases, AI systems, branding, documentation, templates, avatars, voices and the Course Library.

15.2 The Customer retains ownership of Customer Content. Nuerofy receives a non-exclusive licence to host, process and display Customer Content solely for the purpose of providing the Services.

15.3 Ownership of Generated Content created by the Customer from its own Customer Content remains with the Customer, subject to Nuerofy’s and its licensors’ rights in the underlying Platform, templates, avatars, voices and Course Library material, and subject to the content restrictions in clause 8. Nuerofy does not verify the accuracy, legality, suitability or compliance of Generated Content.

15.4 Training content, templates, policies, assessments, courses and 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.

15.5 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, and complying with applicable laws.

15.6 The Customer may export its learner records and completion data at any time during the subscription and for thirty (30) days after it ends.

16. 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.

17. Limitation of Liability

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or 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, or indirect or consequential losses.

Nuerofy shall have no liability arising from Customer Content, Generated Content, decisions made by the Customer based on AI outputs, failure by the Customer to review content, or compliance failures arising from the Customer’s use of the Platform.

18. Suspension and Termination

Nuerofy may suspend access where fees remain unpaid in accordance with clause 10.7, where these Terms or the Acceptable Use Policy are materially breached, or where continued access creates security or legal risks.

Either party may terminate for material breach not remedied within thirty (30) days of written notice, or if the other party becomes insolvent.

Upon termination:

– access to the Platform shall cease;
– outstanding fees remain payable, including any fees due under clause 9.4;
– all unused AI Credits of every type expire;
– Customer Data may be exported for thirty (30) days, after which Nuerofy will delete it in accordance with the Data Processing Agreement.

19. Force Majeure

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

20. General

These Terms, together with the Subscription Order Form, the Data Processing Agreement and the Acceptable Use Policy, constitute the entire agreement between the parties. In the event of conflict, the Subscription Order Form prevails over these Terms in relation to the commercial terms it sets out, and the Data Processing Agreement prevails in relation to data protection matters.

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

The Customer may not assign its rights without Nuerofy’s prior written consent. Nuerofy may assign these Terms to a successor to its business.

Nuerofy may name the Customer as a client in its marketing materials unless the Customer objects in writing.

Nuerofy may update these Terms from time to time. Changes take effect on renewal, or earlier where required by law or where they do not materially reduce the Customer’s rights.

21. 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.

First Health and Safety Ltd trading as Nuerofy.com
Unit 1, Ryelands Business Centre, Ryelands Lane, Elmley Lovett, WR9 0PT
Company registration number: 06460846
Telephone: 01527 280 007
Email: Sales@nuerofy.com