Terms of Service

Askar Research Ltd — Company No. 16241609, registered in England and Wales

Effective date: [DATE TO BE INSERTED] — Version 3.0 (Draft)

1. Definitions

In these Terms, the following words and expressions shall have the meanings set out below:

“Agreement” means these Terms of Service, together with any applicable Order Confirmation, Privacy Policy, Data Processing Agreement, and any other documents incorporated by reference.

“Askar”, “we”, “us”, or “our” means Askar Research Ltd, a company registered in England and Wales with Company Number 16241609, whose registered office is in Horsham, England.

“Content” means any data, text, prompts, research queries, business context, documents, or other materials or information submitted by a User to the Service.

“Credits” means the usage units by which the Service may meter your use of one or more Service Tiers under your Subscription, as set out in the applicable Order Confirmation.

“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), 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.

“Order Confirmation” means the written confirmation (including by email) issued by Askar upon your subscribing to a Service Tier and/or purchasing Credits, setting out the applicable fees, billing basis, and Service Tier(s).

“Output” means the research intelligence — including findings, analysis, and reports — generated by the Service in response to a User’s Content.

“Service” means the Askar market & consumer intelligence agent operated by Askar — an autonomous AI research service that gathers evidence from public sources and User-provided materials, performs analysis, and delivers structured, cited research intelligence — together with the Systems Realism Framework, web interface, API, and all associated tooling and documentation, as updated from time to time.

“Service Tier” means a level of access to the Service (for example, Insight consultations or Research studies) made available to you under your Subscription, as described on the Service or in an Order Confirmation.

“Subscription” means the ongoing arrangement — whether billed on a periodic basis, metered by Credits, or both — under which you obtain access to the Service, as set out in the applicable Order Confirmation.

“Systems Realism Framework” means Askar’s proprietary methodology for conducting rigorous, evidence-based consumer and market research analysis.

“User”, “you”, or “your” means the business entity or individual acting in a business capacity who has registered an account and accepted these Terms.

2. Acceptance and Eligibility

2.1 Acceptance

By registering for an account, subscribing to a Service Tier, purchasing Credits, or using the Service in any way, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

2.2 B2B Service Only

This Service is intended for business use only. If you are a consumer purchasing for personal, domestic, or household use, please contact us at [email protected] before purchasing.

The Service is intended solely for business customers. By accepting these Terms, you confirm that you are:

1. purchasing and using the Service in the course of a trade, business, craft, or profession;
2. not purchasing the Service as a consumer for personal, domestic, or household use.

The Consumer Rights Act 2015 and associated consumer protection regulations do not apply to business-to-business contracts of this nature, except where expressly stated in these Terms.

2.3 Business Verification

At the point of account registration, you must provide:

1. the legal name of your business or organisation; and
2. either your company registration number (if a registered company) or your VAT registration number (if VAT-registered).

Where neither of the above applies (for example, sole traders not yet VAT-registered), you must confirm in writing that you are operating in a business capacity. Askar reserves the right to request additional evidence of business status before activating your account.

If Askar subsequently discovers that a User is purchasing in a consumer capacity, Askar reserves the right to terminate the account and shall refund any unused Credits or prepaid fees on a pro-rata basis.

2.4 Eligibility

You must:

1. be at least 18 years of age;
2. have full legal authority to enter into contracts on behalf of the business entity you represent, if registering on behalf of an organisation;
3. not be prohibited by applicable law from using the Service.

2.5 Account Registration

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly at [email protected] if you suspect any unauthorised use of your account.

3. Subscription and Fees

3.1 Subscription Basis

Access to the Service is provided on a Subscription basis. Your Subscription may be billed on a recurring basis, metered by Credits, or a combination of both, as set out in your Order Confirmation. Where your Subscription includes recurring billing, it will renew automatically at the end of each billing period unless cancelled in accordance with clause 13, or unless the Order Confirmation states otherwise.

3.2 Pricing

All prices are quoted in Pounds Sterling (GBP) and are exclusive of VAT unless otherwise stated. Current pricing is as set out on the Askar website at the time of subscription, or as agreed in an Order Confirmation. Askar maintains a pricing archive for dispute resolution purposes.

Askar reserves the right to amend pricing at any time, subject to clause 14 (Modifications). Price changes will not affect fees or Credits already paid for.

3.3 Payment

Payment is due in accordance with the billing basis set out in your Order Confirmation. Subscriptions and Credit purchases are confirmed only upon receipt of cleared funds. Askar accepts payment methods as stated on the Service at the time of purchase.

3.4 VAT

Where applicable, VAT will be charged at the prevailing UK rate. UK-registered businesses may provide their VAT registration number for VAT invoice purposes.

3.5 Activation of Access

Access to your Service Tier, and any Credits purchased, are made available to your account promptly upon confirmation of payment. The Order Confirmation constitutes the record of your Subscription or purchase.

4. Access Validity and Credits

4.1 Validity Period

Where your Subscription includes Credits, those Credits are valid for the period stated in your Order Confirmation. Credits that remain unused after the stated validity period will expire and cannot be used, refunded, or exchanged, except as set out in clause 5. Where applicable, Askar will send you a reminder notice by email no less than 30 days before your Credits are due to expire.

4.2 Non-Transferable

Credits and Subscription access are personal to the registered account and may not be transferred, sold, or assigned to any third party without Askar’s prior written consent.

5. Refund Policy

5.1 No Refunds on Delivered Research

Fees or Credits applied to a research query, consultation, or study that has already been delivered are non-refundable under any circumstances, except as provided in clauses 5.5 and 5.6.

5.2 14-Day Cooling-Off — No Usage

Although these Terms govern a B2B relationship and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply as a matter of law, Askar offers the following refund policy:

If you have subscribed or purchased Credits and have made no use of the Service, you are entitled to a full refund if you request it within 14 days of the date of purchase by contacting [email protected]. Refunds under this clause will be processed within 14 calendar days of the verified request.

5.3 14-Day Cooling-Off — Partial Use

If you have subscribed or purchased Credits, have made some but not full use of the Service, and you request a refund within 14 days of the date of purchase, Askar will provide a pro-rata refund for the unused portion, calculated relative to the total amount paid.

5.4 No Refunds Outside the 14-Day Window

No refunds will be provided for unused fees or Credits outside the 14-day window described in clauses 5.2 and 5.3, except as provided in clauses 5.5 and 5.6, or where required by applicable law or in cases of Askar’s material breach of these Terms. Unused Credits remain valid for the validity period set out in clause 4.1.

5.5 Defective Service

If the Service has materially failed to function as described and we are unable to remediate the issue within a reasonable period, Askar will offer a pro-rata credit or refund for research that was not successfully delivered, as determined by Askar acting reasonably. This clause is without prejudice to your statutory rights under the Supply of Goods and Services Act 1982.

5.6 Askar-Initiated Termination for Convenience

If Askar terminates this Agreement under clause 13.1 (termination for convenience), Askar will refund any unused fees or Credits on a pro-rata basis within 14 calendar days of the termination date. For the avoidance of doubt, this obligation applies regardless of whether Askar is in breach.

6. How the Service Works — AI Disclaimer

6.1 Nature of the Service

The Service is an autonomous AI research agent. In response to your Content, it gathers evidence from public sources and any materials you provide, applies Systems Realism analysis, and generates Output using artificial intelligence. All Output is AI-generated analysis and does not constitute independently human-authored or independently verified research.

6.2 Not a Substitute for Independent Verification

Output is provided for market and consumer research purposes only and is based on the evidence available to the Service at the time your query is processed. Askar makes no representation that Output is complete, exhaustive, or free from error. The Service is not a substitute for primary research, independent professional advice, or direct engagement with real consumers where that is what you require.

6.3 No Guarantee of Accuracy, Completeness, or Fitness for Purpose

Output is AI-generated analysis derived from available evidence and third-party AI models. You must not rely on Output as the sole basis for material business decisions. Askar makes no warranty as to the accuracy, completeness, or fitness for purpose of any Output. The quality and relevance of Output depends substantially on the quality and specificity of the Content you submit and the evidence available to the Service.

6.4 Not Legal, Financial, or Professional Advice

Output does not constitute legal, financial, regulatory, medical, or other professional advice and must not be relied upon as such. You are responsible for independent verification before making any business decisions based on Output.

6.5 AI Limitations

You acknowledge that AI systems may produce inconsistent, unexpected, or incorrect results, and that Output may vary between research runs even when using identical or similar Content.

7. Acceptable Use Policy

7.1 Permitted Use

You may use the Service for lawful business purposes including, but not limited to, market research, consumer intelligence, product development, policy analysis, and related business intelligence purposes in accordance with these Terms. If you wish to use the Service for a purpose not listed here, you may seek Askar’s prior written approval before proceeding.

7.2 Prohibited Conduct

You must not, and must not permit any third party to:

1. use the Service for any unlawful purpose or in violation of any applicable laws or regulations;
2. use Output to attempt to identify, de-anonymise, or re-identify any real individual referenced in Output or underlying evidence;
3. use the Service to generate content that is defamatory, discriminatory, harassing, abusive, or that promotes hatred on the basis of protected characteristics;
4. resell, sublicence, or otherwise commercialise access to the Service or Output without Askar’s prior written consent;
5. attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or methodology underlying the Service, including the Systems Realism Framework;
6. use the Service to train, fine-tune, or improve any competing AI model or product;
7. submit Content that infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;
8. submit Content that contains malware, viruses, or other malicious code;
9. use the Service in a manner that could damage, disable, overburden, or impair Askar’s infrastructure or systems;
10. use automated means to access the Service in a manner not expressly authorised by Askar.

7.3 Compliance

You are solely responsible for ensuring that your use of the Service, and your use of any Output, complies with all applicable laws and regulations, including data protection law, advertising standards, and competition law.

7.4 Suspension for Breach

Askar reserves the right to suspend or terminate your access to the Service immediately if we reasonably believe you have violated this clause 7.

8. Intellectual Property

8.1 Askar’s Intellectual Property

All Intellectual Property Rights in and to the Service, including the Systems Realism Framework, research and evidence-gathering methodology, software, algorithms, models, documentation, and all associated technology and know-how, are and shall remain the exclusive property of Askar or its licensors. Nothing in these Terms transfers any such rights to you.

8.2 User’s Content

You retain all Intellectual Property Rights in the Content you submit to the Service. By submitting Content, you grant Askar a limited, non-exclusive, royalty-free licence to use your Content solely to the extent necessary to provide the Service to you.

8.3 Ownership of Output

Upon full payment of the applicable fees, Askar assigns to you all Intellectual Property Rights in the Output generated specifically in response to your Content. This assignment is unconditional on your continued compliance with these Terms; any breach of these Terms shall give rise to a right of termination and damages, but shall not operate to unwind any IP assignment already made. For the avoidance of doubt, this assignment covers the Output only and does not include any underlying AI models, the Systems Realism Framework methodology, the underlying evidence corpus, or any other pre-existing Askar Intellectual Property.

8.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant Askar a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such feedback without restriction or compensation to you.

8.5 Aggregated and Anonymised Data

Each User’s data and the knowledge derived from it are held in a private, access-controlled scope, accessible only through the Service. Askar does not share your raw Content or Output with other Users. Askar may derive aggregated, anonymised patterns from usage across its User base to improve the Service and its shared knowledge base, but only where those patterns have been anonymised and aggregated across a sufficient number of User organisations (a minimum threshold, currently no fewer than five) that no individual User, its Content, or any person can reasonably be identified.

8.6 Confidentiality of Framework Operation

Information about the operation, structure, and methodology of the Systems Realism Framework that is revealed or inferable through use of the Service is Askar’s confidential information and is protected under clause 10, regardless of whether it has been expressly designated as confidential. You must not disclose, document, or use such information except for the purpose of using the Service in accordance with these Terms.

9. Data Protection

9.1 Privacy Policy and Data Processing Agreement

Askar’s collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy. A Data Processing Agreement (DPA), available on request from [email protected], sets out the terms on which Askar processes personal data on your behalf. Enterprise customers should request a DPA before submitting any personal data to the Service.

9.2 UK GDPR Compliance

Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in respect of any personal data processed in connection with these Terms.

9.3 Customer as Data Controller

Where you submit Content that includes or relates to personal data, you are the data controller in respect of such personal data. You warrant that you have all necessary rights, consents, and lawful bases to submit such personal data to the Service.

9.4 Data Processing Agreement

Where Askar processes personal data on your behalf as a data processor, the parties shall enter into a Data Processing Agreement in accordance with the requirements of UK GDPR Article 28. A standard DPA is available on request from [email protected].

9.5 Your Rights

As a data subject (where applicable), you have rights under UK GDPR including the right to access, rectify, erase, restrict processing of, and port your personal data, and the right to object to processing. To exercise any of these rights, please contact [email protected]. Full details of your rights are set out in our Privacy Policy.

10. Confidentiality

10.1 Mutual Confidentiality

Each party agrees to keep confidential any information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

1. is or becomes publicly available through no fault of the receiving party;
2. was already known to the receiving party prior to disclosure;
3. is independently developed by the receiving party; or
4. is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where permitted.

11. Service Availability

11.1 Availability Target

Askar aims to maintain 99% service availability measured monthly, excluding periods of scheduled maintenance. This is a target, not a contractual guarantee, and no financial penalties or service credits apply to availability shortfalls unless separately agreed in writing.

11.2 Scheduled Maintenance

Askar will provide at least 48 hours’ notice of planned maintenance where reasonably practicable, by posting a notice to the Service or by email to your registered address. Scheduled maintenance periods are excluded from availability calculations.

11.3 Suspension of Access Period

If the Service is unavailable due to a force majeure event (clause 15) or an extended period of scheduled maintenance, the validity period for your Credits or Subscription access will be extended by the duration of the outage, calculated in whole days.

12. Limitation of Liability

12.1 Mutual Cap

Subject to clause 12.3, each party’s total aggregate liability to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall not exceed the greater of: (a) the total fees paid or payable by you to Askar in the 12 months immediately preceding the event giving rise to the claim; or (b) £5,000.

12.2 Excluded Loss Types

Subject to clause 12.3, neither party shall be liable to the other for any:

1. loss of profits;
2. loss of revenue;
3. loss of business or contracts;
4. loss of anticipated savings;
5. loss of data (save as expressly provided in these Terms);
6. loss of goodwill or reputation;
7. indirect, special, or consequential loss or damage,

in each case whether direct or indirect and whether or not such loss was foreseeable or the party had been advised of its possibility.

12.3 Carveouts — Liability Not Limited

Nothing in these Terms shall exclude or limit either party’s liability for:

1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by negligence;
3. any liability that cannot be excluded or limited by law, including under the Unfair Contract Terms Act 1977.

12.4 Reasonableness

The parties agree that the limitations and exclusions of liability in this clause 12 are reasonable given the nature of the Service and the allocation of risk between the parties, in accordance with the reasonableness test under the Unfair Contract Terms Act 1977.

12.5 Reliance on Output

Askar shall have no liability whatsoever for any business decisions made or actions taken by you in reliance on Output. You assume full responsibility for how Output is interpreted and applied.

13. Termination

13.1 Termination by Either Party

Either party may terminate this Agreement by giving 30 days’ written notice to the other. Where Askar exercises this right, clause 5.6 applies and Askar will refund any unused fees or Credits on a pro-rata basis.

13.2 Immediate Termination for Cause

Askar may terminate this Agreement with immediate effect by written notice if:

1. you commit a material breach of these Terms and, where such breach is remediable, fail to remedy it within 14 days of written notice requiring you to do so;
2. you commit a breach of the Acceptable Use Policy (clause 7);
3. you commit any fraud or act dishonestly in connection with the Service;
4. you become insolvent, enter administration, receivership or liquidation, make a composition with your creditors, or have a winding-up petition presented against you.

13.3 Effect of Termination

Upon termination for any reason:

1. your right to access and use the Service ceases immediately;
2. where termination is by Askar for convenience under clause 13.1, unused fees or Credits will be refunded pro-rata in accordance with clause 5.6;
3. where termination is by either party for cause, or by the Customer under clause 13.1, unused fees or Credits will expire and are non-refundable, except where termination is caused by Askar’s material breach, in which case a pro-rata refund will be provided;
4. you will have 30 days following the effective date of termination to export your Content and Output from the Service. Askar will maintain read-only access to your account data during this period solely for this purpose. After 30 days, Askar may delete your account data in accordance with its data retention policy;
5. clauses that by their nature should survive termination shall do so, including clauses 6, 7, 8, 9, 10, 12, 14, 15, 16, and 17.

14. Modifications to These Terms

14.1 Notice of Material Changes

Askar may modify these Terms from time to time. For any material changes, we will provide at least 60 days’ written notice (including by email to your registered address) before the changes take effect. Material changes include changes to pricing, limitation of liability, IP ownership, or data processing arrangements.

14.2 Acceptance of Changes

Your continued use of the Service after the effective date of modified Terms constitutes your acceptance of the changes. If you do not accept the changes, you must cease using the Service and notify us in writing before the effective date.

14.3 Minor Changes

For non-material changes (including corrections of typographical errors, clarifications, or changes required by law), we may update these Terms immediately, and will notify you by posting the updated Terms on the Service.

15. Force Majeure

15.1 Definition

Neither party shall be in breach of these Terms or liable for any delay in performance or failure to perform its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including: acts of God, flood, fire, earthquake, or other natural disaster; war, terrorism, riot, or civil unrest; government action, law, or regulation; interruption or failure of utility services; or failure of third-party service infrastructure that could not reasonably have been avoided through business continuity planning.

For the avoidance of doubt, this clause does not excuse Askar from performance failures caused by Askar’s failure to maintain adequate technical or operational resilience where alternative suppliers or continuity arrangements were reasonably available.

15.2 Notification and Mitigation

The affected party must notify the other party as soon as reasonably practicable and take all reasonable steps to mitigate the effects of the force majeure event.

15.3 Extended Force Majeure

If the force majeure event continues for more than 60 days, either party may terminate this Agreement by giving 14 days’ written notice, with no liability to the other (save for amounts already due and payable). Where Askar terminates under this clause, unused fees or Credits will be refunded pro-rata in accordance with clause 5.6.

16. General Provisions

16.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Dispute Resolution

1. Good Faith Resolution: In the event of any dispute, the parties shall first attempt to resolve the matter through good faith negotiation for a period of at least 30 days before commencing formal proceedings.
2. Jurisdiction: If the dispute cannot be resolved by good faith negotiation, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

16.3 Entire Agreement

These Terms, together with the Privacy Policy and any Order Confirmation, constitute the entire agreement between the parties in relation to their subject matter and supersede all previous agreements, representations, warranties, and understandings between the parties, whether written or oral.

16.4 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be 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 shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of these Terms.

16.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No single or partial exercise of any right shall prevent any further or other exercise of that right or any other right.

16.6 Assignment

You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms without Askar’s prior written consent. Askar may assign its rights and obligations under these Terms to any group company or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, without your consent, provided that the assignee assumes all of Askar’s obligations under these Terms. Askar will provide reasonable prior notice of any such assignment except where disclosure is prevented by the terms of the transaction.

16.7 Notices

All notices under these Terms shall be in writing and delivered by email to:

• To Askar: [email protected]
• To you: the email address registered to your account

Notices sent by email shall be deemed received at the time of successful transmission, provided no delivery failure notification is received.

16.8 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

16.9 No Partnership or Agency

Nothing in these Terms is intended to, or shall operate to, create a partnership between the parties, or authorise either party to act as agent for the other.

17. Contact Details

For all enquiries relating to these Terms, your account, or the Service:

Askar Research Ltd
Company No. 16241609
Horsham, England
[email protected]
www.askarresearch.com

Askar Research Ltd — Company No. 16241609, registered in England & Wales. For enquiries: [email protected]