Terms and conditions

1. Introduction

These Terms and Conditions (“Terms”) govern your use of noonelite.com (the “Site”) and the products and services provided by Noon Elite Ltd (“we”, “us”, “our”).

By using the Site, engaging us for services, subscribing to the Noon Elite Kiosk, or downloading our software products, you agree to these Terms. If you do not agree, do not use our services.

2. About us

3. Which document governs

Where you have signed an agreement with us, that agreement prevails over these Terms to the extent of any inconsistency. That includes a Master Services Agreement, its Schedules, the Data Processing Agreement at Appendix A, and any Project Agreement or written proposal we have both accepted.

These Terms apply where no such signed agreement exists, and fill any gap the signed agreement does not cover.

Order of precedence, highest first:

1. The Data Processing Agreement, on any question of personal data. 2. The signed Master Services Agreement and its Schedules, or a signed Project Agreement. 3. These Terms.

4. We contract with businesses

Our products and services are supplied to businesses, for purposes relating to their trade or profession. They are not offered to consumers. By entering into an agreement with us you confirm you are acting in the course of a business, and the statutory rights that apply to consumer contracts, including the cancellation rights under the Consumer Contracts Regulations 2013, do not apply.

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# Part A: The Noon Elite Kiosk

5. What the service is

The Noon Elite Kiosk is a subscription service comprising the Noon Elite Kiosk Platform, any modules you license, the hardware we supply, hosting, maintenance and support. The specific modules, sites, hardware and prices for your account are set out in Schedule 1 of your signed agreement.

Modules marked early access are supplied on the basis that they are newly released and have limited deployment history. They are covered by the same support commitments, but you should satisfy yourself of their suitability for your own processes before relying on them.

6. What the service is not

The kiosk produces evidence. It does not produce compliance.

The system records and retains information about physical access to your premises, which you may use as evidence towards controls under frameworks such as NIST SP 800-171, or towards your own health and safety obligations. We do not warrant that using the kiosk makes you compliant with any standard, framework, regulation, contractual requirement or customer requirement. Compliance depends on your own policies, procedures, personnel and wider control environment, none of which we control.

We are not assessors, auditors or advisers. Nothing we supply, including any control mapping document, is an assessment, a certification, or legal or regulatory advice. Where a control mapping is provided it states what the system does and what it does not cover, and it is for your own adviser or assessor to evaluate.

Subject to clause 20.1, we have no liability for the outcome of any audit, assessment, certification decision or customer review.

7. Hardware

• Hardware supplied as part of the subscription remains the property of Noon Elite Ltd and is provided on a managed service basis. You acquire no ownership interest in it. There is nothing for you to buy, depreciate or dispose of.
• Risk passes to you on installation. You are responsible for the physical security of the hardware while it is on your premises, and for keeping it in a secure indoor environment. We are not liable for theft, vandalism, or damage caused by your staff, your visitors or any third party at your site.
• Accidental damage such as a cracked screen or liquid damage is chargeable at the actual cost of repair or replacement. Total loss, theft or deliberate destruction is not covered, and is invoiced at the full replacement cost of the item.
• You must not move hardware to a site not listed in your Schedule 1 without our written consent, connect it to a network we have not agreed, remove it from our device management enrolment, or attempt to unlock, modify or re-image it.
• Consumables such as badge stock, lanyards and wallets become yours outright on delivery. They are not returnable, and you replenish them at your own cost once the quantity included in your setup fee is used.
• On termination, hardware must be returned within 14 days. Hardware not returned in that window is invoiced at full replacement cost. We remotely wipe all software and locally held personal data before any device is redeployed, returned or released.

8. Your obligations

• Provide and maintain a stable, secure internet connection meeting the network specification we supply.
• Keep the staff and host list in the system reasonably up to date, since evacuation reporting depends on it.
• Keep dashboard credentials secure, and tell us promptly if you believe an account has been compromised.
• Decide, as data controller, what the kiosk collects, how long it is retained, and who may see it. See clause 10.

We are not responsible for downtime, missed visitor records or service interruptions caused by failures in your own network, power or premises.

9. Fees, term and payment

The subscription fee, setup fee, minimum term, renewal and notice period for your account are set out in your signed agreement. Where they are not, the following apply.

• The setup fee is invoiced on signature and is payable immediately on receipt, by bank transfer.
• The monthly subscription is collected by Direct Debit, and runs from the service commencement date, whether or not installation has taken place by then.
• On non-payment, or where an active Direct Debit mandate is not maintained, we may remotely lock the hardware and suspend the software until the account is brought current. Suspension does not end the agreement or your obligation to pay accrued fees. Statutory interest and recovery costs may be charged under the Late Payment of Commercial Debts (Interest) Act 1998.
• Price changes are made on at least 30 days’ written notice, and not during your initial minimum term. If you do not accept a new price you may terminate on the standard notice period.
• Additional work beyond the scope of your Schedule 1 is quoted in writing and started only once you have approved the quote.

If we ever discontinue the service we give at least 90 days’ written notice, keep the system running and supported throughout, provide a free export of your records in a machine-readable format as often as you ask for it, and let you terminate at any point in that period without penalty and with a pro-rata refund.

10. Data protection

You are the data controller for the personal data processed through the kiosk. Noon Elite Ltd is your processor. Our respective obligations are set out in the Data Processing Agreement, which governs on any question of personal data and which forms part of your signed agreement. Our Privacy Policy describes the position in plain English but does not vary the DPA.

11. Availability

We target 99.9% software uptime and aim to respond to support requests within 24 hours during UK business hours. Where your signed agreement states different figures, those apply.

The service depends on third party infrastructure. We are not liable for temporary outages caused by our sub-processors or by other technical disruption outside our reasonable control, beyond any service credits stated in your signed agreement.

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# Part B: Software products

12. Licence

When you download or purchase our software products, including the Noon Elite Audit Engine and Snapsheets, we grant you a revocable, non-exclusive, non-transferable, limited licence to use the software in accordance with its intended purpose and its accompanying licensing terms, including GPL v2 or later where applicable.

13. Purchases, subscriptions and refunds

• Merchants of record. Our digital products may be sold through authorised third party merchants of record, such as Freemius or Payhip. They handle billing, payment processing and subscription management. We do not store your financial details. Purchasing through those platforms means you also accept their checkout terms.
• Refunds are granted in accordance with the refund policy shown on the product’s checkout page at the time of purchase.

14. Product lifespan, updates and “lifetime” deals

Where a product is sold with “lifetime updates”, “lifetime” means the active development lifespan of the software product, not the lifetime of the purchaser. We may discontinue development, maintenance or support of any software product at our discretion.

Our products often depend on third party platforms and APIs, including Google Chrome, WordPress and Salesforce. If a third party makes a change that renders our software broken or unviable, we are under no obligation to rewrite it, and no refund is issued for a lifetime or one off purchase outside the standard refund window.

15. Restrictions

You must not:

• Resell, sublicense or redistribute our proprietary licence keys without our written permission.
• Circumvent licence verification.
• Use the software for any illegal, unauthorised, spam or malicious purpose.

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# Part C: Professional services

16. Scope

Where we provide consulting or development services, the deliverables, hours, rates and retainer terms are set out in a separate written proposal or Project Agreement agreed before work begins. Those documents prevail over this Part.

Unless that agreement says otherwise:

• A deposit, typically 50%, is payable before work begins and is non-refundable.
• The balance is due on completion or before go live.
• You will provide timely access to the systems and accounts the work requires, and supply content unless we have agreed otherwise.
• You will review and comment on drafts within 5 business days. Delay in feedback may delay the project.
• We may suspend work where an invoice is more than 30 days overdue.

17. Intellectual property in project work

On payment of all invoices in full, we assign to you the copyright in the specific designs and custom code created for your project. We retain the right to reuse generic code libraries, frameworks, components and tools for other clients. We may describe the work in our portfolio unless you tell us in writing that you would rather we did not.

Intellectual property in the Noon Elite Kiosk, our software products and everything underlying them remains ours, and nothing in these Terms transfers it.

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# Part D: General

18. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the purposes of the agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was already lawfully held, or must be disclosed by law.

19. Warranties and disclaimers

Our software and services are provided on an “as is” and “as available” basis. To the extent permitted by law we exclude all implied warranties. We do not warrant that any product will be error free, uninterrupted or entirely secure.

You are responsible for your own third party accounts and integrations, including Salesforce, HubSpot, Microsoft Teams and Slack, for configuring them correctly, and for maintaining your own backups of data held in them.

20. Limitation of liability

20.1 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

20.2 Subject to clause 20.1, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, or for any indirect or consequential loss, however arising.

20.3 Subject to clause 20.1, we are not liable for:

• Loss of search rankings, traffic or revenue resulting from search engine algorithm changes or third party platform changes.
• Physical security incidents at your premises, including theft, vandalism, unauthorised physical entry, or the actions of any person your staff admit to your site. The kiosk records access, it does not control or prevent it.
• Missed visitor records, missed notifications or service interruption caused by failure of your network, power or premises.
• Failure of a third party API or integration, or loss of data held in a third party system.

20.4 Subject to clause 20.1, our total aggregate liability arising out of or in connection with these Terms is limited to the amount you paid us for the relevant service or product subscription in the 12 months preceding the claim.

20.5 Liability for a breach of data protection obligations is governed by the Data Processing Agreement, and the cap in that agreement applies in place of clause 20.4. Where you hold a signed agreement with us, the liability provisions of that agreement apply in place of this clause 20 to the extent of any inconsistency.

20.6 We maintain professional indemnity insurance and public and products liability insurance throughout the term of your agreement, at the levels set out in your signed agreement, and evidence of cover is available on reasonable request. Where cover at those levels ceases to be available to us on commercially reasonable terms, we will tell you without undue delay and will maintain the highest level of cover then reasonably available.

21. Termination

We may suspend or terminate access to the Site, our services or a software licence where you materially breach these Terms and, where the breach can be put right, fail to do so within 14 days of written notice. Termination of a subscription is otherwise governed by your signed agreement.

22. Events outside our control

We are not liable for failure or delay in performance caused by an event outside our reasonable control, including failure of public telecommunications or utility networks, failure of a third party provider, industrial action, fire, flood, or government action.

23. General

• Assignment. You may not assign or transfer your rights without our written consent. We may assign to a successor of our business.
• Third parties. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Severance. If any provision is held unenforceable, the rest remains in force.
• Waiver. A failure to enforce a provision is not a waiver of it.

24. Changes to these Terms

We may modify these Terms. Changes take effect on posting to the Site, and the date at the top shows when they last changed. Changes do not vary a signed agreement already in force. Where a change materially affects an existing client, we will tell them directly.

25. Governing law

These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.