TERMS AND CONDITIONS

Train Me Now Ltd T/A NoodleNow

1. About Us

1.1 These Terms and Conditions (“Terms”) govern the provision of the NoodleNow online training platform (“Services”).

1.2 The Services are provided by Train Me Now Ltd (Company No. 09743159), trading as NoodleNow, of 30 Upper High Street, Thame, Oxfordshire, OX9 3EZ (“we”, “us”, “our”).

2. The Services

2.1 We provide an online training platform including hosting, learner management and certification.

2.2 Access to the Services is provided on a per-learner licence basis for the agreed subscription term.

2.3 We may update, enhance or modify the Services from time to time, provided that such changes do not materially reduce core functionality.

3. Contract Formation

3.1 A legally binding contract is formed when you accept a quotation, place an order, are issued with an invoice for Services, or access or continue to use the Services following notification of these Terms.

3.2 These Terms apply to the exclusion of any other terms you may seek to impose.

4. Subscription Term and Renewal

4.1 Subscriptions are provided for an initial term of 12 months unless otherwise agreed in writing.

4.2 Subscriptions automatically renew for successive 12-month periods unless either party gives at least 30 days’ written notice prior to renewal.

4.3 Renewal fees shall be payable at our then-current rates unless otherwise agreed.

5. Fees and Payment

5.1 Fees are payable annually in advance unless otherwise agreed.

5.2 Fees are based on the number of learner licences purchased.

5.3 All fees are exclusive of VAT.

5.4 We reserve the right to suspend access to the Services where payment remains overdue.

6. Customer Responsibilities

You agree to provide accurate information, ensure learners comply with these Terms, keep login credentials secure, prevent unauthorised access, and use the Services lawfully.

7. Acceptable Use

You must not use the Services unlawfully, attempt unauthorised access, reverse engineer the platform, upload harmful content, or misuse licences. We may suspend access where this clause is breached.

8. Intellectual Property

All intellectual property rights in the platform and course content are owned by us or our licensors. You are granted a limited, non-exclusive, non-transferable licence to use the Services during your subscription term.

9. Data Protection

You are the Controller of learner personal data and we act as Processor when providing the Services. Processing is governed by our separate Data Processing Agreement. We may process certain business contact data as an independent controller in accordance with our Privacy Notice.

10. Suspension and Termination

Either party may terminate at renewal with 30 days’ written notice. We may suspend or terminate immediately for non-payment, material breach, or legal risk. Upon termination, data will be handled in accordance with the Data Processing Agreement.

11. Warranties

We warrant that the Services will be provided with reasonable skill and care. The Services are provided on an “as available” basis and we do not warrant uninterrupted operation.

12. Limitation of Liability

12.1 Nothing excludes liability for death or personal injury caused by negligence, fraud, breach of data protection law where liability cannot be limited, or any liability that cannot lawfully be excluded.

12.2 Subject to clause 12.1, our total aggregate liability arising out of or in connection with the Services shall not exceed 100% of the fees paid in the six (6) months preceding the event giving rise to the claim.

12.3 The limitations in this clause apply whether the claim arises under these Terms or the Data Processing Agreement.

12.4 We shall not be liable for loss of profits, revenue, business, anticipated savings, goodwill, loss or corruption of data (except where caused by breach of data protection law), or indirect or consequential loss.

13. Force Majeure

We are not liable for failure or delay caused by events beyond our reasonable control.

14. Changes to These Terms

14.1 We may amend these Terms from time to time to reflect changes in law or regulation, changes to our Services, operational, security or technical requirements, or improvements or clarifications to contractual terms.

14.2 Where a change is material, we will provide reasonable notice (not less than 30 days) by email or by notification within the Services.

14.3 Updated Terms shall take effect on the date specified in the notice.

14.4 Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

14.5 It is your responsibility to review any notified updates.

15. General

If any provision is held invalid, the remainder shall remain in force. A failure to enforce any right shall not constitute a waiver. These Terms constitute the entire agreement between the parties.

16. Governing Law

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.