Terms of Use

When you create an account (Account) to use the 42 Questions software application (42Q App) or instruct us to create an Account on your behalf to use the 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 Framewurk Ltd trading as 42 Questions incorporated and registered in England and Wales with company number 07686919 whose registered office is at Crown House, 27 Old Gloucester Street, London, England, WC1N 3AX (42 Questions, us, our). Your Account with us will give you access to the 42Q App which, depending on your User Role, will enable you to create and/or access Workspaces in the 42Q App (each a Workspace) and create and/or access Projects in a Workspace (each a Project), utilising the 42Q App on behalf of yourself or the organisation, company or firm that you’re authorised to represent (our Customer).

Account Terms

By creating an Account for yourself, or our Enterprise Customer asking us to create an Account for you on your behalf, you confirm that:
1. 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;
2. your use of Workspaces and Services will also be subject to our Acceptable Use Policy and Fair Use Policy;
3. each Workspace you create and/or access in the 42Q App will be subject to the Workspace Terms set out below; and
4. each Project you create and/or access in a Workspace will be subject to the Project Terms set out below.
Our use of your personal data will be subject to our privacy policy available here.

Workspace Terms

These Workspace Terms apply to any User with access to a Workspace. Each User shall have a User Role associated with each Workspace which determines the actions that a User may take within that Workspace.
If you create a Workspace, you will be assigned the User Role of Administrator for that Workspace. The Administrator User Role enables a User to manage all aspects of a Workspace, including terminating it in accordance with these Workspace Terms and terminating its Projects in accordance with the Project Terms.
A User with the User Role of 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.
When you create a Workspace you will be required to add a payment method to it to make full use of its capabilities (Payment Method). This Payment Method will be used to take payment for any applicable Subscription Fees, as well as to purchase Credits to pay for any Usage Fees, incurred in connection with its Projects. Where you create a Workspace on behalf of a Customer, you should specify their full legal name as the billing name in the relevant Management Page.
Projects may be created in a Workspace. When a Project is first created it must be assigned one of the available Subscription Plan types. The available Subscription Plan types can be viewed here. A Project’s Subscription Plan type cannot be changed once assigned. The Subscription Plan type determines the cost of the associated Subscription Fees, how the 42Q App responds to End Users’ Interactions and the associated Usage Fees.
Credits to pay for the Usage Fees of each Project are purchased in advance via the relevant Management Page. Each Workspace has a Credit Balance, which is the total amount of credits available to pay for the Usage Fees of the Projects in that Workspace with the chosen LLM Provider (Credits). The capabilities of a Workspace will be limited where the Credit Balance is zero. Credits are not refundable and not transferable, either between Workspaces or LLM Providers. If you choose to change the LLM Provider associated with a Workspace we will be unable to transfer any remaining Credits to the new LLM Provider.
A User with the User Role of Administrator may terminate a Workspace and all Users’ use of it at any time. Standard Customers shall notify us of termination via the relevant Management Page and Enterprise Customers shall notify us of termination by email from an authorised representative.
Prior to the activation of a Project’s Subscription under the Project Terms, the services provided by us to you in connection with the 42Q App are provided on an ‘as is’ basis and no warranty or commitment is made regarding the functionality of the 42Q App. This is because your access to the 42Q App and the ability to create Workspaces and Projects are provided free of charge until a Project’s Subscription is activated.
The definitions used in the Project Terms (set out below these Workspace Terms) and clauses 2.2, 2.3, 3, 8, 9, 11 and 13 of the Project Terms are incorporated into these Workspace Terms.
We may permanently delete a Workspace if there have been no active Subscriptions associated with that Workspace for a period of 12 months. We will give you at least 30 days notice of our intention to delete the Workspace and we will not delete that Workspace if you activate a Subscription before the end of the 30-day notice period. Upon deletion of a Workspace, the associated Credit Balance will not be refunded.
We may suspend use of a Workspace or permanently delete a Workspace if we reasonably believe that a User connected to that Workspace has breached our Acceptable Use Policy or Fair Use Policy.
Deletion of a Workspace is irreversible and in particular means that all associated Projects and Customer Data will be deleted and cannot be retrieved 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).

Project Terms

When you create a Project in a Workspace or ask us to create a Project on your behalf and activate a Project’s Subscription via the relevant Management Page, the Customer enters into a subscription agreement (agreement) on the terms set out below with 42 Questions. The agreement includes the Subscription Details set out on the Management Page where the Subscription was activated, the Project Terms set out below 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.

1. Interpretation

The definitions and rules of interpretation in this clause apply in these Project Terms.
42Q App: the software application made available to the Customer at https://www.42q.ai/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 the LLM Provider in order to generate an Output.
Acceptable Use Policy: 42 Question’s acceptable use policy published at https://www.42q.ai/policies/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 Project Terms and the Workspace Terms.
Administrator User Role: as defined in the Workspace Terms.
Approved LLM Provider: LLM Providers approved by 42 Questions as set out at https://kb.42q.ai/help/llm-providers/which-llm-providers-does-42-questions-support 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 9.1.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Credit Balance: as defined in the Workspace Terms.
Customer: the Enterprise Customer or the person, organisation, firm or company identified as such in the relevant Management Page.
Customer Data: the data accessed by the Service in order to generate an Output.
Customer Domain(s): the Customer’s domain(s) through which the Services are made available to End Users.
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 Provider 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.42q.ai/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.
End User: a person who Interacts with the Services such that an Output is generated.
Enterprise Customer: a Customer that contracts with 42 Questions to be provided with an Enterprise Workspace.
Enterprise Workspace: a particular type of Workspace provided only to Enterprise Customers.
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.
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: A message submitted to the 42Q App by an End User triggering the generation of an Output and Interacts shall be construed accordingly.
LLM Provider: the Customer’s selected Workspace-specific Approved LLM Provider of artificial intelligence technology as detailed in the relevant Management Page.
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 and its Projects can be managed.
Output: the results of the Services including but not limited to, hyperlinks and written answers derived from the Customer Data.
Project: a project set up in a Workspace to which these Project Terms apply and in respect of which the Services will be provided.
Project Terms: these project terms.
Renewal Period: the period described in clause 12.1.
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 End Users, supplied by 42 Questions to the Customer in connection with a Project and which are supplied in accordance with these Project Terms and the Subscription Details and as more particularly described in the Documentation and the support services set out in clause 2.7.
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.
Standard Customer: a Customer that does not contract with 42 Questions to be provided with an Enterprise Workspace.
Subscription: the agreement between 42 Questions and the Customer subject to these Project Terms which comes into force when a subscription is activated by a Customer in connection with a Project details of which are set out in the Subscription Details.
Subscription Details: the details of a Customer’s Project-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 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
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 at https://www.42q.ai/policies/third-party-terms from time to time.
Trial Period: the period (if any) 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 Fees: The cost in Credits, as set out in the relevant Management Page, of the Interactions associated with the Projects in a Workspace.
User: a person who has an Account on the 42Q App and who creates and/or accesses Workspaces on behalf of the Customer.
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 the Customer or by 42 Questions on behalf of an Enterprise Customer which gives access to the Services and the ability to create Projects.
Workspace Terms: the terms and conditions applicable to the Customer’s use of the Workspace which appear before these Project Terms.
Clause, schedule and paragraph headings shall not affect the interpretation of these Project Terms or the Subscription.
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.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
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.
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.
A reference to writing or written excludes fax but includes email.
References to clauses are to the clauses of these Project Terms.

2. Services

42 Questions shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Project Terms and the Third Party Terms which are expressly incorporated into the Subscription.
Subject to the restrictions set out in this clause 2 and the other terms and conditions of these Project Terms, 42 Questions hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, use the Services and the Documentation during the Subscription Term.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
1. breaches the 42 Questions Acceptable Use Policy;
2. 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;
3. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4. facilitates illegal activity;
5. depicts sexually explicit images;
6. promotes unlawful violence;
7. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
8. 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 Customer’s access to the Services where the provisions of this clause are breached.
The Customer shall not:
1. 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 Project Terms:
  1. 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
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3. without 42 Questions’ prior written consent, use the Services, Outputs and/or Documentation to provide services to third parties other than the End Users; or
4. 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 End Users; or
5. attempt to obtain, or assist third parties in obtaining, access to the Services, Outputs and/or Documentation, other than as provided under this clause 2; or
6. introduce or permit the introduction of, any Virus into 42 Questions' network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Outputs and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify 42 Questions.
The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
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. Where an Enterprise Customer’s proposal refers to an enhanced level of support, this will be provided by 42 Questions.
The provision of support services which are outside the scope of clause 2.7 shall be subject to availability and shall be charged for at 42 Questions applicable rates.

3. Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 3 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
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 3 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.
Without prejudice to the generality of clause 3.1, 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.
Without prejudice to the generality of clause 3.1, 42 Questions shall, in relation to any Personal Data processed in connection with the performance by 42 Questions of its obligations under the Subscription:
1. 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;
2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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);
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. 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;
5. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
6. 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
7. maintain complete and accurate records and information to demonstrate its compliance with this clause 3 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.
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 at https://www.framewurk.io/subprocessors. 42 Questions shall impose substantially the same data protection terms on any sub-processor it appoints as contained in this clause 3 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 3.
42 Questions may, at any time on not less than 30 (thirty) days’ notice, revise this clause 3 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).
Processing by 42 Questions:
1. Scope, Nature & Purpose of Processing – for the purpose of providing the Services to Users and End Users.
2. Duration of Processing – Subscription Term plus one year following expiry or termination of the Subscription Term.
3. Types of Personal Data – Name, address, email address, IP address, phone number, organisation, payment details
4. Categories of Data Subject – Users, End Users

4. 42 Questions’ obligations

42 Questions undertakes that the Services will be performed with reasonable skill and care.
The undertaking at clause 4.1 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 4.1.
42 Questions:
1. does not warrant that:
  1. the Customer’s use of the Services will be uninterrupted or error-free; or
  2. that the Services, Documentation and/or the Outputs through the Services will meet the Customer’s requirements; or
  3. the Software or the Services will be free from Viruses;
  4. any information, results, reports or Outputs from the use of the Service is accurate.
2. 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 End User takes based on such Outputs.
3. is not responsible for the Customer Data or the Outputs generated by the LLM Provider Service from the Customer Data.
4. 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.
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.
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.

5. Customer’s obligations

The Customer shall:
1. provide 42 Questions with all necessary co-operation in relation to the Subscription;
2. without affecting its other obligations under the Subscription, comply with all applicable laws and regulations with respect to its activities under the Subscription;
3. comply with the Acceptable Use Policy;
4. be responsible for the accuracy of the Customer Data and for testing the Project once the subscription is activated;
5. carry out all other Customer responsibilities set out in these Project 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;
6. ensure that the Users and End Users use the Services and the Documentation in accordance with these Project Terms and the Third Party Terms and shall be responsible for any User or End User’s breach of these Project Terms;
7. obtain and shall maintain all necessary licences, consents, and permissions necessary for 42 Questions, its contractors and agents to perform their obligations the Subscription, including without limitation the Services;
8. ensure that its network and systems comply with the relevant specifications provided by 42 Questions from time to time; and
9. be, to the extent permitted by law and except as otherwise expressly provided in these Project 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.
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.

6. LLM Providers

The Customer is free to choose which LLM Provider will be used for a Workspace from the Approved LLM Providers and the Third Party Terms will apply to the LLM Provider Service. The Customer acknowledges that it is responsible for reading and understanding the Third Party Terms.
42 Questions may enter into the Third Party Terms on the Customer’s behalf.
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.
42 Questions does not endorse or approve the LLM Provider Service nor the content (including the Output) generated by the LLM Provider Service.
If the Customer chooses to change the LLM Provider used by a Workspace, 42 Questions shall not be required to transfer the Credit Balance for that Workspace to the replacement LLM Provider.
If an LLM Provider is arbitrarily removed from the list of Approved LLM Providers without good reason (such good reasons being the LLM Provider’s withdrawal of service, quality of service, cessation of trade or insolvency), the Customer shall nominate a replacement LLM Provider for any affected Workspaces and 42 Questions shall transfer the Credit Balances for those Workspaces to the Customer’s selected replacement LLM Provider.

7. Subscription Fees, Usage Fees and Payment

Where the Subscription Details state that there is a Trial Period, Subscription Fees shall be payable during the Trial Period as set out in the Subscription Details and the Usage Fees shall be deducted from the Credit Balance.
The Customer shall pay the Subscription Fees to 42 Questions in accordance with this clause 7 and the Subscription Details. The Usage Fees incurred will be deducted from the Credit Balance.
If the Customer is a Standard Customer:
1. the Customer hereby authorises 42 Questions to charge the Customer’s default Payment Method as logged in the relevant Management Page:
  1. In advance on the Service Start Date for the Subscription Fees payable in respect of the period from the Service Start Date until the last day of that month (inclusive) or as otherwise set out in the Subscription Details;
  2. subject to clause 12.1, on or around the 1st of each month for the Subscription Fees payable in respect of that month;
2. and 42 Questions is not able to take payment for the Subscription Fees in accordance with clause 7.3 (a) above then, without prejudice to any other rights and remedies of 42 Questions:
  1. 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
  2. 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.
If the Customer is an Enterprise Customer and unless otherwise agreed in writing with the Enterprise Customer:
1. it shall provide its approved purchase order information to 42 Questions and 42 Questions shall invoice the Customer:
  1. in advance on the Service Start Date for the Subscription Fees payable in respect of the period from the Service Start date until the last day of that month (inclusive) or as otherwise set out in the Subscription Details; and
  2. in advance for Credits for the amount communicated by the Customer to 42 Questions which, when paid for, will be added to the Credit Balance; and
  3. subject to clause 12.1, on or around the 1st of each month for the Subscription Fees payable in respect of that month or other agreed period as set out in the Subscription Details or as notified to the Customer by 42 Questions from time to time,
  and the Customer shall pay each invoice within 30 days after the date of such invoice.
2. and 42 Questions has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of 42 Questions:
  1. 42 Questions may, without liability to the Customer, limit the capabilities of the Enterprise Workspace and 42 Questions shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. 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.
Where the Credit Balance is zero, the capabilities of a Workspace will be limited and no Outputs will be provided however the Subscription Fees shall continue to be chargeable. It is the Customer’s responsibility to maintain a positive Credit Balance.
All amounts and fees stated or referred to in the Subscription:
1. are, subject to clause 11.3(b), non-cancellable and non-refundable;
2. are exclusive of value added tax, which shall be added if applicable to 42 Questions invoice(s) at the appropriate rate.
42 Questions shall be entitled to:
1. increase the Subscription Fees and/or the Usage Fees at the start of each Renewal Period upon 14 days’ prior notice to the Customer; and
2. increase the Usage Fees at any time in response to an increase in charges made by an LLM Provider;
and the Subscription Details shall be deemed to have been amended accordingly.

8. Proprietary Rights

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 patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
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 activated and in force.

9. Confidentiality

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:
1. any information that would be regarded as confidential by a reasonable business person relating to:
  1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
  2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
2. any information developed by the parties in the course of carrying out the Subscription and the parties agree that:
  1. the Data, details of the Services, and the results of any performance tests of the Services, shall constitute 42 Questions Confidential Information; and
  2. Customer Data shall not constitute Customer Confidential Information and shall be provided to the LLM Provider on the basis of the LLM Provider Terms;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
The provisions of this clause shall not apply to any Confidential Information that:
1. 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);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
3. 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
4. the parties agree in writing is not confidential or may be disclosed.
Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
1. 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
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.
3. 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:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
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 9.4 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
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.
On termination or expiry of the Subscription, each party shall:
1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information (but not including any data referred to in clause 9.2);
2. save for the Customer Data which shall be dealt with in accordance with clause 12.4(c), erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).
No party shall make, or permit any person to make, any public announcement concerning the Subscription without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Except as expressly stated in these Project Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.
The above provisions of this clause 9 shall survive for a period of five years from termination or expiry of the Subscription.

10. Indemnity

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 or End User’s use) of the Services and/or Documentation in breach of these Project Terms, the Acceptable Use Policy of the LLM Provider Terms, provided that:
1. the Customer is given prompt notice of any such claim;
2. 42 Questions provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
3. the Customer is given sole authority to defend or settle the claim.

11. Limitation of liability

Except as expressly and specifically provided in these Project Terms:
1. the Customer assumes sole responsibility for results and Outputs obtained from the use of the Services and the Documentation by the Customer (and its Users and End Users), 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;
2. 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
3. the Services and the Documentation are provided to the Customer on an “as is” basis.
Nothing in the Subscription excludes the liability of 42 Questions:
1. for death or personal injury caused by 42 Question’s negligence; or
2. for fraud or fraudulent misrepresentation.
Subject to clause 11.1 and clause 11.2:
1. 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
2. 42 Questions‘ total aggregate liability in contract (including in respect of the indemnity at clause 10.2), 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.
Nothing in the Subscription excludes the liability of the Customer for any breach, infringement or misappropriation of 42 Questions’ Intellectual Property Rights.

12. Term and Termination

the Subscription shall, unless otherwise terminated as provided in this clause 12, 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:
1. either party notifies the other party of termination:
  1. for Standard Customers, via the relevant Management Page; or
  2. for Enterprise Customers by email from an authorised representative.
  in each case 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
2. where the Subscription Details provide for a Trial Period, either party notifies the other party of termination:
  1. for Standard Customers, via the relevant Management Page; or
  2. for Enterprise Customers by email
  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; or
3. 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.
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:
1. the other party fails to pay any amount due under the Subscription agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
2. 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. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
4. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
5. the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Subscription has been placed in jeopardy.
Without affecting any other right or remedy available to it, 42 Questions may:
1. terminate the Subscription or any part of it; or
2. suspend the Services or any part of them,
with immediate effect by giving written notice to the Customer if:
1. any of its third party licences on which it relies to provide the Services terminate or change such that 42 Questions is unable to provide the Services on the terms of the Subscription; or
2. the Customer is in breach of the terms of the Third Party Terms; or
3. 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.
On termination or expiry of the Subscription for any reason:
1. all licences granted under the Subscription, shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
2. 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;
3. 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.

13. General

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.
Assignment and other dealings.
1. 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 Supplier’s prior written consent.
2. The Supplier 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.
Entire agreement.
1. 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.
2. 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.
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:
1. 42 Questions may vary these Project 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.
2. 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.
Waiver.
1. 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.
2. 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.
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 13.6 shall not affect the validity and enforceability of the rest of the Subscription.
Notices.
1. 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 (as defined by the Workspace Terms) (in respect of Standard Customers) or an authorised representative (in respect of an Enterprise Customer).
2. Any notice shall be deemed to have been received:
  1. 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 13.7(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.
3. This clause 13.7 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.
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.
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.
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: 9th June 2024