Terms and conditions

1.1

These Terms and Conditions (Terms) govern access to and use of the Tri12.ai platform and related services. They are entered into between London Strategy Centre Ltd, a company registered in England and Wales under number 14248223, whose registered office is at 45 Albemarle Street, 3rd Floor, Mayfair, London, W1S 4JL (Provider, we, us), and the organisation named in the Order Form (Customer, you).

1.2

These Terms take effect when the Customer signs an Order Form, accepts a proposal referencing these Terms, or first accesses the Platform, whichever is earliest (Effective Date). The individual accepting confirms they have authority to bind the Customer.

1.3

The Agreement comprises, in descending order of precedence: (a) the Order Form; (b) the Data Processing Addendum; (c) these Terms; (d) the Service Description and Support Policy. A conflicting term in a Customer purchase order has no effect.

3.1

Licence. Subject to payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for its internal business purposes, within the limits and features of its Subscription Plan.

3.2

Interview allowance. Each plan includes Interviews for up to the number of people in its plan in each Subscription Term: Snapshot 6 (in any 12 months), Team 50, Department 200, Organisation 500. An open invitation, and an Interview that is completed and lasts at least 10 minutes (2 minutes on Snapshot, where each Interview is limited to 10 minutes of conversation), each use one Interview; cancelled invitations, shorter Interviews, pulse surveys and Sounding Room submissions do not. When the allowance is used, new invitations are paused until the Customer buys more Interviews (clause 10.6) or changes plan (clause 10.7). Organisations with more than 500 people contract under an Enterprise Order Form.

3.3

Inclusions. Each plan includes the features and support shown for it on the pricing page, including dashboard access for the Subscription Term. Interviews not used in a Subscription Term, including those bought as top-ups, do not roll over and carry no refund or credit.

3.4

Authorised Users. The Customer is responsible for its Authorised Users, for keeping credentials confidential and for all activity under its accounts. The Customer must notify us promptly of any unauthorised access.

3.5

Participant invitations. The Customer decides which individuals to invite and is responsible for informing them, before they participate, about the purpose of the assessment, how their responses will be used and their rights, using the participant notice we provide or its own equivalent.

3.6

Languages. Interviews and reports are available in the languages listed in the Service Description at the date of the Order Form. Machine translation may be used and may not capture every nuance.

3.7

Changes to the Platform. We may update and improve the Platform from time to time. We will not materially reduce the core functionality of a Subscription Plan during a paid Subscription Term.

4.1

The Customer must not, and must ensure its Authorised Users do not:

4.2

We may suspend access under clause 16 if we reasonably believe this clause has been breached.

5.1

Ownership. As between the parties, the Customer owns all Customer Data. The Customer grants us a non-exclusive licence to host, process and transmit Customer Data solely to provide, secure and support the Services.

5.2

Roles. For Participant personal data, the Customer is controller and we are processor. The Data Processing Addendum, which complies with Article 28 UK GDPR, forms part of this Agreement and sets out the subject matter, duration, categories of data and our processing obligations.

5.3

Customer responsibilities. The Customer is responsible for having a lawful basis for processing, providing transparency information to Participants, carrying out any required data protection impact assessment, and consulting employee representatives where required by law or agreement.

5.4

Participant confidentiality. Organisation-level reports present responses in aggregated form. We will not show Authorised Users an organisation-level cut of responses for any group smaller than 5 Participants. Individual Participant reports are released only to that Participant unless the Participant has been told otherwise before the Interview. As an exception, where an Interview suggests a risk to someone's safety or another serious matter, we send a short summary to the Customer's nominated safeguarding contacts (or, if none, its administrators) and to our own team; the Participant is named only where someone may come to harm soon or the Participant agrees, and is told this before and during the Interview.

5.5

Sub-processors. We use sub-processors, including cloud hosting and AI model providers. We will give at least 30 days' notice of a new sub-processor, and the Customer may object on reasonable data protection grounds.

5.6

International transfers. Customer Data is hosted in the UK. Any transfer outside the UK is made under an adequacy regulation or the UK International Data Transfer Agreement or Addendum.

5.7

No model training. We will not use Customer Data, or allow our AI model providers to use it, to train or improve general-purpose AI models. We may use Aggregated Data to maintain and improve the Platform and our methodology.

5.8

Retention and deletion. When a paid subscription ends, the account moves to the Snapshot plan and Customer Data is kept: features Snapshot does not include are hidden, not removed, and return if the Customer subscribes again. The Customer may ask us at any time to close its account, and may export Outputs before it does. We then delete Customer Data within 90 days, except where retention is required by law, and confirm deletion on request.

6.1

We maintain appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest, role-based access controls, logging and staff confidentiality obligations.

6.2

We will notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Customer Data, and will provide the information reasonably required for the Customer to meet its obligations.

7.1

Each party will keep the other's Confidential Information confidential, use it only to perform the Agreement, and disclose it only to personnel and advisers who need to know and are bound by equivalent obligations.

7.2

These obligations do not apply to information that is public through no fault of the recipient, already lawfully known, independently developed, or required to be disclosed by law or a regulator, subject to prompt notice where lawful.

7.3

This clause survives for five years after the Agreement ends, and indefinitely for trade secrets and personal data.

8.1

Nature of Outputs. Outputs are generated using artificial intelligence from Participant responses and Customer context. They describe perceptions and patterns within the Customer's organisation at the time of assessment and establish an organisational baseline for leadership discussion.

8.2

Decision support only. Outputs are decision-support insight. Unless expressly stated in the Order Form, they are not validated psychometric scores, clinical or occupational assessments, external benchmarks or comparisons with other organisations. The Customer remains responsible for decisions it makes using Outputs and must apply appropriate human review.

8.3

No decisions about individuals. The Customer must not use Outputs as the sole or principal basis for any decision producing legal or similarly significant effects for an individual, within the meaning of Article 22 UK GDPR.

8.4

Accuracy. AI-generated content may contain errors, omissions or misinterpretations, including in translation. We take reasonable steps to design the Platform to produce reliable and balanced Outputs, but do not warrant that any Output is complete or accurate. The Customer should raise any apparent error with our support team.

8.5

Ownership of Outputs. Subject to payment of the Fees, the Customer owns the Outputs generated from its Customer Data and may use them for its internal business purposes. This excludes our pre-existing materials, templates, report structures and methodology embedded in Outputs, which we license to the Customer on a perpetual, non-exclusive basis for internal use.

9.1

We and our licensors own all intellectual property rights in the Platform, the Tri12.ai name and marks, interview design, prompts, models, methodology, documentation, report templates and any improvements, including improvements informed by Aggregated Data or feedback.

9.2

No rights are granted except as expressly stated. If the Customer provides feedback or suggestions, we may use them without restriction or obligation.

9.3

With the Customer's prior written consent, we may name the Customer as a client of Tri12.ai. We will not publish case studies, quotes or results without separate written approval.

10.1

Fees. The Customer pays the annual subscription fee for its plan as stated in the Order Form; the Snapshot plan is free. Standard list prices, excluding VAT, are:

10.2

Payment. Subscriptions bought online are paid by card, annually in advance, when the subscription starts and on each renewal. Fees under a signed Order Form are invoiced annually in advance on the Effective Date and payable within 30 days of invoice. All Fees are exclusive of VAT and other applicable taxes, which the Customer pays in addition.

10.3

No refunds. Cancelling a subscription stops it renewing; it does not end the current Subscription Term early. Fees are non-refundable, except where these Terms expressly provide otherwise.

10.4

Late payment. We may charge interest on overdue sums at 4% a year above the Bank of England base rate, or as permitted under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend access under clause 16 if an undisputed invoice or card payment remains unpaid 14 days after written notice.

10.5

Price changes. We may change Fees for any renewal term by giving at least 60 days' written notice before the end of the current Subscription Term.

10.6

Additional Interviews and services. On a paid plan, the Customer can buy additional Interviews online in blocks of 25, at the rate for its plan shown on the Billing page; they count towards the current Subscription Term only. Expert readout sessions, integrations, bespoke reporting and other additional services are chargeable at the rates agreed in writing.

10.7

Changing plan. The Customer can change plan from the Billing page. An upgrade takes effect straight away: the Customer pays, on the day, the difference for the rest of the current Subscription Term, less what it has already paid for that period, and the renewal date does not change. A move to a smaller plan takes effect at the next renewal, and until then the Customer keeps the current plan.

11.1

Support hours. Customer support is available 09:00–20:00 and technical support 08:00–20:00, , UK time, Monday to Friday, excluding UK public holidays, through the channels in the Support Policy.

11.2

Support by plan. Support follows the Subscription Plan: help centre on Snapshot, email on Team, priority email on Department, an onboarding call and a named success manager on Organisation, and dedicated support on Enterprise.

11.3

Availability. We aim to make the Platform available 99.5% of the time in each calendar month, excluding scheduled maintenance notified at least 48 hours in advance and events outside our reasonable control.

11.4

Scheduling. Onboarding calls and expert readout sessions must be scheduled during the Subscription Term. If the Customer cancels a session with less than 2 business days' notice, the session may be treated as delivered.

12.1

We warrant that: (a) the Services will be performed with reasonable skill and care; (b) the Platform will perform materially in accordance with the Service Description; and (c) we will comply with laws applicable to us as a provider of the Services.

12.2

If the Services do not conform to clause 12.1, the Customer must notify us in writing with reasonable detail. We will use reasonable efforts to correct the non-conformity or provide an alternative. If we cannot do so within 30 days, either party may terminate the affected Services and we will refund prepaid Fees for the unused period. This is the Customer's sole remedy for breach of clause 12.1.

12.3

The Customer warrants that it has the rights, notices and lawful basis needed to submit Customer Data and to invite Participants.

12.4

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. We do not warrant that the Platform will be uninterrupted or error-free, or that Outputs will achieve any particular business result.

13.1

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited by law.

13.2

Neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however arising.

13.3

Each party's total aggregate liability arising under or in connection with this Agreement in any 12-month period is limited to the Fees paid and payable in that period.

13.4

Clause 13.3 does not limit the Customer's obligation to pay Fees, or either party's liability under clause 14.

14.1

By us. We will defend the Customer against any third-party claim that its use of the Platform in accordance with this Agreement infringes that third party's UK intellectual property rights, and pay damages finally awarded or agreed in settlement. We may modify the Platform to make it non-infringing, procure a licence, or terminate and refund prepaid Fees for the unused period. This indemnity does not apply to claims arising from Customer Data, combination with items we did not supply, or use in breach of this Agreement.

14.2

By the Customer. The Customer will defend us against any third-party claim, including by a Participant, arising from Customer Data, the Customer's failure to meet its obligations under clause 3.5 or clause 5.3, or the Customer's use of Outputs in breach of clause 8.

14.3

Conditions. The indemnified party must notify the other promptly, allow it sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's cost.

15.1

The Agreement starts on the Effective Date and continues for the 12-month Subscription Term.

15.2

A paid Subscription Term renews automatically for successive 12-month periods unless it is cancelled. A subscription bought online can be cancelled from the Billing page at any time before the end of the current term. Otherwise, either party must give written notice of non-renewal at least 60 days before the end of the current term.

15.3

When a paid subscription ends, the account moves to the Snapshot plan, as described in clause 5.8.

16.1

We may suspend access to all or part of the Platform, with notice where practicable, if: (a) an undisputed invoice remains unpaid 14 days after written notice; (b) we reasonably believe there is a breach of clause 4; or (c) suspension is needed to prevent a security threat or comply with law.

16.2

We will limit suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

17.1

Either party may terminate the Agreement immediately by written notice if the other: (a) commits a material breach that is not remedied within 30 days of written notice; or (b) becomes insolvent, enters administration, liquidation or any arrangement with creditors, or ceases to trade.

17.2

If the Customer terminates under clause 17.1, we will refund prepaid Fees for the unused portion of the Subscription Term. If we terminate under clause 17.1, all unpaid Fees for the Subscription Term become due.

17.3

On termination or expiry: (a) all licences end; (b) the Customer stops using the Platform; (c) clause 5.8 applies to Customer Data; and (d) each party returns or destroys the other's Confidential Information.

17.4

Clauses 5, 7, 8.5, 9, 10, 13, 14, 17.3 and 18, and any provisions intended to survive, survive termination.

18.1

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. If such an event continues for more than 60 days, either party may terminate on written notice.

18.2

Anti-bribery and modern slavery. Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015.

18.3

Export control and sanctions. Each party will comply with applicable export control and sanctions laws and will not use or permit access to the Platform in breach of them.

18.4

Assignment. Neither party may assign or transfer the Agreement without the other's written consent, not to be unreasonably withheld, except to a successor in a merger or sale of substantially all relevant assets.

18.5

Subcontracting. We may subcontract the Services, remaining responsible for our subcontractors' performance.

18.6

Changes to these Terms. We may update these Terms by giving at least 30 days' notice. Changes apply from the next renewal unless required by law or the Customer agrees otherwise.

18.7

Notices. Notices must be in writing and sent by email to the addresses in the Order Form, or to legal@tri12.ai for us. Notices of breach or termination must also be sent by recorded post to the registered office.

18.8

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter. Each party confirms it has not relied on any statement not set out in it, without limiting liability for fraud.

18.9

Waiver and severance. A delay in exercising a right is not a waiver. If any provision is invalid, it is modified to the minimum extent needed, and the rest remains in force.

18.10

Third-party rights. No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, including Participants.

18.11

Relationship. Nothing in the Agreement creates a partnership, joint venture or agency.

18.12

Governing law and jurisdiction. The Agreement and any dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.