Terms of Use

When you create an account (Account) to use the 42 Questions software application (42Q App) you become a User (you, your) and you enter into an agreement on your own behalf on the Account Terms set out below with 42 Questions Ltd incorporated and registered in England and Wales with company number 15958694 whose registered office is at Chilgrove House, Chilgrove Park Road, Chilgrove, Chichester, West Sussex, England, PO18 9HU (42 Questions, us, our).

Your Account with us will give you access to the 42Q App, which will enable you to create and/or access Workspaces in the 42Q App (each a Workspace), utilising the 42Q App on your own behalf or on behalf of the school, college, trust, university, charity, organisation, firm or company (Organisation) that you are authorised to represent.  

Account Terms

1. By creating an Account for yourself you confirm that:
   (a) you accept these Account Terms and you agree to comply with them.  If you do not agree with these Account Terms, you must not use the 42Q App or the Services;
   (b) your use of Workspaces and Services will also be subject to our Acceptable Use Policy and Fair Use Policy;
   (c) each Workspace you create and/or access in the 42Q App will be subject to the Workspace Subscription Terms set out below; and
2. Our use of your personal data will be subject to our Privacy Policy.

Trial Terms

When you create a Workspace, you confirm that you, or the Organisation you are authorised to represent, become a Customer and enter into a Subscription. Unless the Workspace has been part of a beta programme, your Subscription Plan will include an initial free Trial Period during which no Subscription Fees will be payable. If you wish to avoid Subscription Fees applying, a User with the User Role of Administrator must cancel the Subscription via the Management Page before the end of the Trial Period.

Workspace Subscription Terms

1. Interpretation

1. 42Q App: the software application made available to the Customer at https://www.42questions.com/app through which the Services are provided.
   
   42 Questions Approved Supplier: a third party approved by 42 Questions which provides software or services either utilised in the Service or as an additional service.
   
   42 Questions Contribution: content written by 42 Questions which may be utilised in the provision of the Service and by an LLM Provider in order to generate an Output.
   
   Acceptable Use Policy: 42 Questions’ acceptable use policy published at https://www.42questions.com/acceptable-use-policy from time to time.
   
   Account Terms: the terms and conditions applicable to each User’s usage of the 42Q App which appear before these Terms.
   
   Addon: a paid-for enhancement to a Subscription.
   
   Administrator: as defined in these Terms.
   
   Approved LLM Provider: LLM Providers approved by 42 Questions as set out in the 42Q App during the Workspace creation process or as otherwise set out in the 42Q App from time to time.
   
   Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   
   Confidential Information: any information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.1.
   
   Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
   
   Customer: the individual or Organisation identified as the Workspace owner in the relevant Management Page.
   
   Data Protection Legislation:
   a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
   b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or 42 Questions is subject, which relates to the protection of personal data.
   
   Documentation: the information made available to the Customer by 42 Questions online via https://www.42questions.com/help or such other web address notified by 42 Questions to the Customer from time to time which sets out a description of the Services and the User instructions for the Services.
   
   Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
   
   EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
   
   EU Law: the law of the European Union or any member state of the European Union.
   
   Fair Use Policy: 42 Questions’ fair use policy published at https://www.42questions.com/fair-use-policy from time to time.
   
   Initial Subscription Term: the period following the Service Start Date until the last day of that month (inclusive) unless otherwise set out in the Subscription Details or the Trial Period (if applicable).
   
   Interaction: an act by a User within a Workspace which causes the 42Q App to generate an Output and Interacts shall be construed accordingly.
   
   Intellectual Property Rights: any patents, copyright, database right, trade secrets, trade names, trade marks and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   
   LLM Provider: each provider of artificial intelligence technology as chosen by 42 Questions from time to time and identified in the 42Q App.
   
   LLM Provider Service: the service provided by the LLM Provider.
   
   Management Page: the pages made available to the Customer in the 42Q App through which all aspects of a Workspace can be managed.
   
   Output: the results of the Services, including but not limited to text, hyperlinks and imagery derived from the Customer Data.
   
   Privacy Policy: 42 Questions’ privacy policy published at https://www.42questions.com/privacy-policy from time to time.
   
   Renewal Period: the period described in clause 15.1.
   
   Renewal Period Length: the period of one month unless otherwise specified in the Subscription Details.
   
   Services: the subscription services through which Outputs are provided to Users, supplied by 42 Questions to the Customer in connection with a Workspace and which are supplied in accordance with these Terms and the Subscription Details and as more particularly described in the Documentation and the support services set out in clause 4.7.
   
   Service Start Date: the date on which a Customer completes the activation of a Subscription.
   
   Software: the online software applications provided by 42 Questions as part of the Services.
   
   Subscription: the agreement between 42 Questions and the Customer subject to these Terms which comes into force when a subscription is activated by a Customer as part of the creation of a Workspace the details of which are set out in the Subscription Details.
   
   Subscription Details: the details of a Customer’s Workspace-specific Subscription as set out in the relevant Management Page.
   
   Subscription Fees: the subscription fees payable by the Customer to 42 Questions for its selected Subscription Plan as set out in the Subscription Details.
   
   Subscription Plan: the subscription plan type selected by the Customer as set out in the Subscription Details.
   
   Subscription Term: has the meaning given in clause 15.1. (being the Initial Subscription Term together with any subsequent Renewal Periods).
   
   Terms: these Workspace Subscription Terms.
   
   Third Party Terms: the LLM Provider and any relevant 42 Questions Approved Supplier licence terms and terms of use which apply to the Services from time to time and which are linked to in the 42Q App during the Workspace creation process from time to time.
   
   Trial Period: the period described in the Subscription Details as the trial period which commences on the Service Start Date.
   
   UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
   
   Usage Token: as defined in these Terms.
   
   Usage Token Balance: as defined in these Terms.
   
   User: a person who has an Account on the 42Q App.
   
   User Role: the user role with which each User is designated in connection with a Workspace.
   
   Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
   
   Workspace: a workspace created by a User on behalf of a Customer or by 42 Questions on behalf of a Customer which is a unique collection of data and settings with its own Subscription which gives access to the Services.
2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms or the Subscription.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date the Subscription is activated.
8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date the Subscription is activated under that statute or statutory provision.
9. A reference to writing or written excludes fax but includes email.
10. References to clauses are to the clauses of these Terms.

2. Workspace Terms

1. When a User creates a Workspace and activates a Subscription or asks us to create a Workspace and activate a Subscription on behalf of an Organisation they are authorised to represent and 42 Questions creates a Workspace and activates a Subscription on behalf of that Organisation, they, or that Organisation, become a Customer and enter into a Subscription on these Terms with 42 Questions. The Subscription includes the Subscription Details set out on the Management Page where the Subscription was activated, the Terms set out here and the Third Party Terms. If there is any conflict or ambiguity between the terms of these listed documents, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
2. Each User shall have a User Role associated with each Workspace which determines the actions that a User may take within that Workspace.
3. If a User creates a Workspace, that User will be assigned the User Role of “administrator” for that Workspace (Administrator). The User Role of Administrator enables a User to manage all aspects of a Workspace, including terminating it in accordance with these Terms.
4. An Administrator may assign the Administrator User Role to other Users. Users with a User Role other than Administrator will only be able to manage a Workspace to the extent allowed by the User Role they have been assigned.
5. When a User creates a Workspace, a Subscription Plan must be selected and a payment method must be added (Payment Method) unless 42 Questions agrees in writing (and confirms on the Management Page) to accept payment of invoices in arrears. This Payment Method will be used to take payment for any applicable Subscription Fees and any purchased Addons. Where a User creates a Workspace on behalf of an Organisation they are authorised to represent and that Organisation becomes a Customer, the Organisation’s full legal name should be specified in the relevant Management Page.
6. The available Subscription Plan types can be viewed in the 42Q App. A Subscription Plan type can be changed once assigned. The Subscription Plan type determines the cost of the associated Subscription Fees and Addon fees.
7. A quota of Usage Tokens is included with each Subscription Plan. The various capabilities of the Services are paid for with usage tokens (Usage Tokens) as described in the platform. The number of Usage Tokens required to use a given capability varies and is subject to change. A calculation showing how many Usage Tokens are required for a specific capability will be shown prior to submission for the purchase of a given capability. Additional amounts of Usage Tokens can be acquired through the purchase of an Addon. Each Workspace has a Usage Token Balance, which is the total amount of Usage Tokens available to pay for the capabilities of the Services (Usage Token Balance). The quota of Usage Tokens renews in each period as applicable to the Subscription Plan. Unused Usage Tokens cannot be carried over to a subsequent period unless specified in the Subscription Details. The capabilities of a Workspace will be limited where the Usage Token Balance is zero. Usage Tokens are not refundable nor transferable between Workspaces.
8. An Administrator may terminate a Workspace and all Users’ use of it at any time. Administrators shall notify us of termination via the relevant Management Page.
9. It is the Customer’s responsibility to test the Workspace and check the Outputs for suitability prior to use.

3. Customer Data

1. Customer Data is the data and documentation inputted into the 42Q App by a User and accessed by the Service in order to generate an Output.
2. The Customer (or its licensors as applicable) shall own all right, title and interest in and to all of the Customer Data (including all Intellectual Property Rights) and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
3. 42 Questions only uses Approved LLM Providers with Third Party Terms that confirm that:
   (a) Customer Data will only be used as necessary to provide the Customer with the Services, comply with applicable law, enforce the Approved LLM Provider’s policies and prevent abuse; and
   (b) Customer Data will not be used to develop or improve the Services or the Approved LLM Provider’s Service unless the Customer expressly agrees to such use in writing.
4. As between 42 Questions and the Customer, the Customer owns all such elements of the Output that are not a 42 Questions Contribution however the Customer acknowledges that due to the nature of the Services and artificial intelligence generally, Outputs may not be unique and other Customers may receive similar Outputs from the Services in their own Workspaces.
5. The Customer may delete Customer Data from a Workspace at any time.

4. Services

1. 42 Questions shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms and the Third Party Terms which are expressly incorporated into the Subscription.
2. Subject to the restrictions set out in this clause 4 and the other terms and conditions of these Terms, 42 Questions hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services during the Subscription Term.
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
   (a) breaches the 42 Questions Acceptable Use Policy;
   (b) breaches the Third Party Terms or acceptable use policy, terms of use or any other terms issued by the LLM Provider or other applicable third party from time to time;
   (c) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   (d) facilitates illegal activity;
   (e) depicts sexually explicit images;
   (f) promotes unlawful violence;
   (g) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   (h) is otherwise illegal or causes damage or injury to any person or property;
   and 42 Questions reserves the right, without liability or prejudice to its other rights to the Customer, to suspend the User and/or Customer's access to the Services where the provisions of this clause are breached.
4. The Customer shall not and shall procure that each User shall not:
   (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
   (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
   (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
   (b) access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services; or
   (c) without 42 Questions’ prior written consent, use the Services, Outputs and/or Documentation to provide services to third parties other than the Users; or
   (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, and/or Documentation available to any third party except Users; or
   (e) attempt to obtain, or assist third parties in obtaining, access to the Services and Outputs, other than as provided under this clause 3; or
   (f) introduce or permit the introduction of any Virus into 42 Questions’ network and information systems.
5. The Customer shall, and shall procure that the User shall, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and Outputs and, in the event of any such unauthorised access or use, promptly notify 42 Questions.
6. The rights provided under clauses 4.1 and 4.2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
7. 42 Questions shall provide email support to the Customer on Business Days between 9am and 5pm UK time both directly and via the live chat feature in the 42Q App. 42 Questions will use its reasonable commercial endeavours to resolve any fault with the Services however faults are not guaranteed to be fixed within a certain period of time. 
8. The provision of support services which are outside the scope of clause 4.7 shall be subject to availability and shall be charged for at 42 Questions’ applicable rates.

5. Data Protection

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and 42 Questions is the Processor. This clause 5 sets out the scope, nature and purpose of processing by 42 Questions, the duration of the processing and the types of Personal Data and categories of Data Subject.
3. Without prejudice to the generality of clause 5.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to 42 Questions and/or lawful collection of the Personal Data by 42 Questions on behalf of the Customer for the duration and purposes of the Subscription.
4. Without prejudice to the generality of clause 5.1, 42 Questions shall, in relation to any Personal Data processed in connection with the performance by 42 Questions of its obligations under the Subscription:
   (a) process that Personal Data only on the documented written instructions of the Customer unless 42 Questions is required by Domestic Law or EU Law to otherwise process that Personal Data. Where 42 Questions is relying on Domestic Law or EU Law as the basis for processing Personal Data, 42 Questions shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits 42 Questions from so notifying the Customer;
   (b) ensure that it has in place appropriate technical and organisational measures, which the Customer has had the opportunity to review, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
   (c) ensure that all 42 Questions personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   (d) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   (e) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
   (f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Subscription unless required by Domestic Law or EU Law to store the Personal Data; and
   (g) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of 42 Questions, an instruction infringes the Data Protection Legislation.
5. The Customer provides a general authorisation for 42 Questions to engage sub-processors to process Personal Data on the Customer’s behalf, including the categories of sub-processors listed in the 42Q App.  42 Questions shall impose substantially the same data protection terms on any sub-processor it appoints as contained in this clause 5 and as between the Customer and 42 Questions, 42 Questions shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
6. 42 Questions may, at any time on not less than 30 (thirty) days’ notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when 42 Questions notifies the Customer via email).
7. Processing by 42 Questions:
   (a) Scope, Nature & Purpose of Processing – for the purpose of providing the Services to Users.
   (b) Duration of Processing – Subscription Term plus one year following expiry or termination of the Subscription Term.
   (c) Types of Personal Data – Name, address, email address, IP address, phone number, organisation, payment details
   (d) Categories of Data Subject – Users, Customer staff members, pupils

6. 42 Questions' Obligations

1. Subject to clause 6.3, 42 Questions undertakes that the Services will be performed with reasonable skill and care.
2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to 42 Questions‘ instructions, or modification or alteration of the Services by any party other than 42 Questions or 42 Questions’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, 42 Questions will, at its expense, use its reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
3. 42 Questions:
   (a) does not warrant that:
   (i) the User and/or Customer's use of the Services will be uninterrupted or error-free; or
   (ii) that the Services, Documentation and/or the Outputs through the Services will meet the Customer's requirements; or
   (iii) the Software or the Services will be free from Viruses;
   (iv) any information, results, reports or Outputs from the use of the Service is accurate
   (b) relies on the LLM Provider Service in order to provide the Services and makes no warranty or representation (including as to accuracy or completeness) regarding the Outputs generated via the Services and shall not be responsible for the LLM Provider Services, the Outputs generated and any action the Customer or any User takes based on such Outputs.
   (c) is not responsible for the Customer Data or the Outputs generated by the LLM Provider  Service from the Customer Data.
   (d) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. The Subscription shall not prevent 42 Questions from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Subscription.
5. 42 Questions warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Subscription.

7. Customer's Obligations

1. The Customer shall:
   (a) provide 42 Questions with all necessary cooperation in relation to the Subscription;
   (b) without affecting its other obligations under the Subscription, comply with all applicable laws and regulations with respect to its activities under the Subscription;
   (c) comply with the Acceptable Use Policy;
   (d) only upload Customer Data where it owns the Customer Data or where its licensors permit it to do so;
   (e) be responsible for testing the Workspace once the Subscription is activated;
   (f) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, 42 Questions may adjust any agreed timetable or delivery schedule as reasonably necessary;
   (g) ensure that the Users use the Services and the Documentation in accordance with these Terms, the Acceptable Use Policy and the Third Party Terms and shall be responsible for any User’s breach of these Terms;
   (h) obtain and shall maintain all necessary licences, consents, and permissions necessary for 42 Questions, its contractors and agents to perform their obligations associated with the Subscription, including without limitation the Services;
   (i) ensure that its network and systems comply with the relevant specifications provided by 42 Questions from time to time and understands that if such networks and systems are not compliant, they may not be able to use the Services; and
   (j) be, to the extent permitted by law and except as otherwise expressly provided in these  Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to 42 Questions’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Feedback

1. 42 Questions would be very grateful for feedback both during and after the Subscription Term, to assist in developing the 42Q App however the Customer and all Users associated with its Workspace are under no obligation to do so.

9. LLM Providers

1. The Customer acknowledges 42 Questions makes use of one or more LLM Providers from the Approved LLM Providers to provide the Services and that all provisions included in the Third Party Terms which are stated to be applicable to a user or end user (or equivalent terminology) will be incorporated into and apply to these Terms so far as they apply to the LLM Provider Service. The Customer acknowledges that it is responsible for reading and understanding the Third Party Terms and acknowledges that it (and/or any User) will comply with any provisions which are stated in the Third Party Terms to be applicable to the user or end user (or equivalent terminology) of the LLM Provider Service.  Additionally, the Customer agrees that it shall not do anything, and shall procure that each user shall not do anything, that will cause 42 Questions to breach or be in breach of the Third Party Terms.
2. To the extent that there is a conflict between these Terms and the Third Party Terms, the Third Party Terms shall prevail and take precedence.
3. 42 Questions is not responsible for the provision of the LLM Provider Service and 42 Questions makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of the LLM Provider Service nor the contract entered into by the Customer with the LLM Provider on the Third Party Terms.
4. 42 Questions does not endorse or approve the LLM Provider Service nor the content (including the Output) generated by the LLM Provider Service.

10. Subscription Fees, Addons and Payment

1. Where the Subscription Details state that there is a Trial Period, Subscription Fees as set out in the Subscription Details shall not be payable during the Trial Period. Following the end of the Trial Period, Subscription Fees will be payable for the rest of the Subscription Term.
2. The Customer shall pay the Subscription Fees to 42 Questions in accordance with this clause 10 and the Subscription Details.
3. Usage Tokens may be purchased at any time through the purchase of an Addon. Payment for Addons is due immediately upon purchase, unless otherwise agreed with 42 Questions.
4. The Subscription Fees shall be payable in accordance with clause 10.4 as follows:
   (a) In advance on the date immediately following the end of the Trial Period (Payment Start Date) for the Subscription Fees payable in respect of the period from the Payment Start Date until the last day of that month (inclusive) or as otherwise set out in the Subscription Details;
   (b) subject to clause 15.1, on or around the 1st of each month for the Subscription Fees payable in respect of that month;
5. Unless 42 Questions agrees in writing (as confirmed on the Management Page) to receive payment in arrears following issuing an invoice to the Customer, the Customer hereby authorises 42 Questions to charge the Customer’s default Payment Method as logged in the relevant Management Page and if 42 Questions is not able to take payment for the Subscription Fees using this Payment Method then, without prejudice to any other rights and remedies of 42 Questions:
   (a) 42 Questions may, without liability to the Customer, terminate the Subscription if payment is not made by the end of the month for which the Subscription Fees were payable; and
   (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6. Where the Usage Token Balance is zero, the capabilities of a Workspace will be limited and no Outputs will be provided. It is the Customer’s responsibility to maintain a positive Usage Token Balance to ensure the capabilities of a Workspace are not limited.
7. All amounts and fees stated or referred to in the Subscription:
   (a) are, subject to clause 14.3(b), non-cancellable and non-refundable;
   (b) are exclusive of value-added tax, which shall be added if applicable to 42 Questions invoice(s) at the appropriate rate.
8. 42 Questions shall be entitled to:
   (a) increase the Subscription Fees at the start of each Renewal Period upon 14 days' prior notice to the Customer; and
   (b) increase the number of Usage Tokens required at any time to use a given capability;
   and the Subscription Details shall be deemed to have been amended accordingly.

11. Proprietary Rights

1. The Customer acknowledges and agrees that 42 Questions and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, the Subscription does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Services or the Documentation.
2. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in the Customer Data and such elements of the Output that are not a 42 Questions Contribution) shall be owned by 42 Questions and 42 Questions hereby grants the Customer a non-exclusive, perpetual, royalty free licence of such Intellectual Property Rights for the purpose of using the Service for so long as the Subscription is in force and/or for so long as the Customer has access to the Workspace.

12. Confidentiality

1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date on which the Subscription is activated, including but not limited to:
   (a) any information that would be regarded as confidential by a reasonable business person relating to:
   (i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
   (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
   (b) any information developed by the parties in the course of carrying out the Subscription and the parties agree that:
   (i) the Data, details of the Services, and the results of any performance tests of the Services, shall constitute 42 Questions Confidential Information; and
   (ii) Customer Data shall constitute Customer Confidential Information however the Customer consents to it being provided to the LLM Provider on the basis of the Third Party Terms;
   Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
2. The provisions of this clause shall not apply to any Confidential Information that:
   (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
   (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
   (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
   (d) the parties agree in writing is not confidential or may be disclosed.
3. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
   (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Subscription (Permitted Purpose); or
   (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.
   (c) A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
   (i) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
   (ii) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from the Subscription.
6. Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.
7. The above provisions of this clause 12 shall survive for a period of five years from termination or expiry of the Subscription.

13. Indemnity

1. The Customer shall defend, indemnify and hold harmless 42 Questions against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use (or any User’s use) of the Services and/or Documentation in breach of these Terms, the Acceptable Use Policy of the Third Party Terms, provided that:
   (a) the Customer is given prompt notice of any such claim;
   (b) 42 Questions provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
   (c) the Customer is given sole authority to defend or settle the claim.

14. Limitation of Liability

1. Except as expressly and specifically provided in these Terms:
   (a) the Customer assumes sole responsibility for results and Outputs obtained from the use of the Services and the Documentation and for conclusions drawn from such use. 42 Questions shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to 42 Questions by the Customer in connection with the Services, or any actions taken by 42 Questions at the Customer's direction;
   (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Subscription; and
   (c) the Services and the Documentation are provided to the Customer on an "as is" basis.
2. Nothing in the Subscription excludes the liability of 42 Questions:
   (a) for death or personal injury caused by 42 Question’s negligence; or
   (b) for fraud or fraudulent misrepresentation.
3. Subject to clause 14.1 and clause 14.2:
   (a) 42 Questions shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Subscription; and
   (b) 42 Questions‘ total aggregate liability in contract (including in respect of the indemnity at clause 13.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Subscription shall be limited to the total Subscription Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
4. Nothing in the Subscription excludes the liability of the Customer for any breach, infringement or misappropriation of 42 Questions’ Intellectual Property Rights.

15. Term & Termination

1. The Subscription shall, unless otherwise terminated as provided in this clause 15, commence on the Service Start Date and shall continue for the Initial Subscription Term and, thereafter, the Subscription shall be automatically renewed for successive periods of the Renewal Period Length (each a Renewal Period), unless
   (a) either party notifies the other party of termination; for Customers via the relevant Management Page prior to the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period provided always that if the Customer re-activates the Subscription to which the Subscription relates prior to the end of the Initial Subscription Term or Renewal Period, the Subscription shall not terminate and shall continue in accordance with its terms; or
   (b) where the Subscription Details provide for a Trial Period, either party notifies the other party of termination; for the Customer via the relevant Management Page prior to the end of the Trial Period, in which case the Subscription shall terminate upon the expiry of the Trial Period provided always that if the Customer re-activates the Subscription to which the Subscription relates prior to the end of Trial Period, the Subscription shall not terminate and shall continue in accordance with its terms.
   (c) otherwise terminated in accordance with the provisions of the Subscription;
   and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. Without affecting any other right or remedy available to it, either party may terminate the Subscription with immediate effect by giving written notice to the other party if:
   (a) the other party fails to pay any amount due under the Subscription on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
   (b) the other party commits a material breach of any other term of the Subscription and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
3. Without affecting any other right or remedy available to it, 42 Questions may:
   (a) terminate the Subscription or any part of it; or
   (b) suspend the Services or any part of them,
   with immediate effect by giving written notice to the Customer if:
   (i) any of its third-party licences on which it relies to provide the Services terminates or changes such that 42 Questions is unable to provide the Services on the terms of the Subscription; or
   (ii) the Customer is in breach of the terms of the Third Party Terms; or
   (iii) if 42 Questions reasonably believes that the Customer or any User connected to the Customer has breached the Acceptable Use Policy or Fair Use Policy.
4. On termination or expiry of the Subscription by the Customer (either at the end of a Trial Period or otherwise during the Subscription Term):
   (a) The capabilities of the Workspace will be limited to functionality that does not require Usage Tokens but Users assigned to that Workspace will continue to be able to access the Workspace to access Customer Data and Outputs (all such access of the Workspace shall be subject to these Terms but shall not incur Subscription Fees);
   (b) Access to the Workspace will be maintained for a minimum of 6 (six) months until 42 Questions deletes the Workspace with a notice of deletion provided to the Customer no less than 30 days prior to the day on which the Workspace is scheduled for deletion;
   (c) The provisions of 15.5(a) to 15.5(d) (inclusive) will apply on the deletion of the Workspace.
5. On termination or expiry of the Subscription for any reason other than by the Customer as set out in clause 15.4:
   (a) The Workspace will be deleted and all associated Output and Customer Data will be deleted and will not be retrievable however the Customer acknowledges that 42 Questions is not able to require the LLM Provider to remove the Customer Data from the LLM Provider systems (to the extent that it has retained any Customer Data);
   (b) all licences granted under the Subscription, shall immediately terminate and the Customer shall immediately cease all use of the Services;
   (c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
   (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Subscription which existed at or before the date of termination shall not be affected or prejudiced.

16. General

1. Force majeure. Neither party shall be in breach of the Subscription nor liable for delay in performing, or failure to perform, any of its obligations under the Subscription if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
   (a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Subscription without the 42 Question’s prior written consent.
   (b) 42 Questions may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Subscription.
3. Entire agreement.
   (a) The Subscription constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   (b) Each party acknowledges that in entering into the Subscription it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Subscription. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Subscription.
4. Variation. No variation of the Subscription shall be effective unless it is in writing and signed by the parties (or their authorised representatives) except that:
   (a) 42 Questions may vary these  Terms from time to time on giving the Customer at least 45 days' notice in writing. If the Customer does not accept the variation, the Customer may terminate the Subscription as set out in clause 12.1. The Customer's continued use of the Services after the period of 45 days will constitute the Customer's acceptance of the variation.
   (b) changes to the Subscription permitted and accepted by the Management Pages and made by a User with the User Role of Administrator shall not require such changes to be made in writing and signed by the parties.
5. Waiver.
   (a) A waiver of any right or remedy under the Subscription or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
   (b) A failure or delay by a party to exercise any right or remedy provided under the Subscription or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Subscription or by law shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Subscription is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 16.6 shall not affect the validity and enforceability of the rest of the Subscription.
7. Notices.
   (a) Any notice given to a party under or in connection with the Subscription shall be in writing and shall be sent by email, either directly or via the live chat feature in the App to [email protected] in the case of 42 Questions and the address specified in the Subscription Details in the case of the Customer. Any notice of termination made by the Customer may only be communicated by a User with the Use Role of Administrator.
   (b) Any notice shall be deemed to have been received:
   (i) if sent by email (either directly or via the live chat feature in the App), at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.7(b)(i), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
   (c) This clause 16.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
8. Third-party rights. The Subscription does not give rise to any rights under the Contracts(Rights of Third Parties) Act 1999 to enforce any term of the Subscription.
9. Governing law. The Subscription, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Subscription or its subject matter or formation.

Last updated: 25th November 2025