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Jupiter

Legal

These terms apply between JUPITER EDTECH LIMITED (‘we’, ‘us’) and the customer (‘you’). They govern your use of the Jupiter platform.

Introduction

By signing up for Jupiter or accessing the Service, you agree to be bound by these Terms of Service. If you do not agree to these terms, do not use the Service. These terms form a binding contract between you and JUPITER EDTECH LIMITED.

These terms incorporate our Privacy Policy (at /legal/privacy), our Data Processing Addendum (at /legal/dpa), our Acceptable Use Policy (at /legal/aup), and any Order Form you execute with us.

Definitions

For clarity, these key terms have the following meanings:

  • Jupiter, the Service: the online platform provided by us for microlearning and compliance training delivery and management, including all features, APIs, and associated tools.
  • Customer: the organisation that signs up for Jupiter.
  • End User: an individual employee, contractor, or learner who accesses Jupiter content via your account.
  • Subscription: your paid agreement to use the Service for a specified term (monthly, annual, or custom).
  • Order Form: a statement of work or ordering document that specifies the tier, duration, and fees.
  • Confidential Information: non-public information disclosed by one party to the other, marked as confidential or reasonably understood to be confidential.
  • Personal Data: any information relating to an identified or identifiable natural person, as defined in the UK GDPR and Data Protection Act 2018.

The Service

We provide Jupiter as a cloud-based platform for creating, delivering, and managing microlearning and compliance training. The Service includes:

  • Lesson creation and customisation tools (manual or AI-assisted).
  • Delivery to end users via email, Slack, Teams, or direct access.
  • Learner progress tracking, reporting, and compliance evidence.
  • Role-based personalisation and adaptive content.
  • API access (on higher tiers).

We aim to maintain the Service with high availability and reliability. However, like all cloud platforms, occasional downtime for maintenance or system updates may be necessary. We will aim to provide 48 hours’ notice of scheduled maintenance and will use reasonable efforts to schedule it outside business hours.

We may add, remove, or modify features at any time. Material changes that reduce the value of your subscription will be communicated to you. Your continued use of the Service following a change constitutes acceptance of that change.

Account and access

You are responsible for:

  • Creating and maintaining a secure password for your account.
  • Keeping your account credentials confidential.
  • All activity that occurs under your account, whether or not you authorised it.
  • Complying with all applicable laws and regulations in your use of the Service.

We reserve the right to suspend or terminate your access to the Service immediately, without liability, if we reasonably believe you are:

  • Violating these terms or the Acceptable Use Policy.
  • Using the Service to harm, harass, or defraud others.
  • Attempting to breach or compromise the security of the Service.
  • Processing data in violation of applicable law, including any unlawful content.

Subscription, fees, and billing

Your subscription term, tier, and fees are specified in your Order Form.

Billing: We invoice monthly or annually according to your subscription. Invoices are due within 30 days of the invoice date unless otherwise specified.

Late payment: If you fail to pay on time, you authorise us to charge interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Refunds: Subscription fees are non-refundable except as required by law. If your subscription is terminated for our material breach, you may be entitled to a pro-rata refund for the terminated period. Partial periods are not refundable unless required by law.

VAT: All fees quoted are exclusive of VAT. Where VAT is applicable, it will be added to your invoice.

Price changes: We may increase fees on renewal with 30 days’ written notice. If you do not accept a price increase, you may terminate the subscription before the increase takes effect.

Customer content

You own all data and content you upload or create in Jupiter (courses, learner data, user-generated content). You retain all intellectual property rights in your content.

You grant us a worldwide, non-exclusive, royalty-free licence to:

  • Host and process your content on our servers.
  • Display it to your end users.
  • Use anonymised or aggregated versions of your data for analytics and product improvement.

You are responsible for:

  • Ensuring all content uploaded to Jupiter is legal and does not infringe third-party rights.
  • Ensuring all Personal Data is processed lawfully (see the DPA for processor obligations).
  • Obtaining necessary consents from end users.

We do not monitor the lawfulness of your content. However, if we become aware that your content is illegal, infringing, or violates the Acceptable Use Policy, we may remove it.

Acceptable use

You agree not to use Jupiter to:

  • Upload, transmit, or access illegal content.
  • Harass, threaten, or defame any person.
  • Infringe intellectual property, privacy, or other rights.
  • Transmit malware, viruses, or hostile code.
  • Attempt to gain unauthorised access to the Service.
  • Reverse engineer or attempt to circumvent security measures.
  • Spam, send unsolicited messages, or use the Service for mass email campaigns.

The full Acceptable Use Policy is at /legal/aup.

Confidentiality

Each party agrees to maintain the confidentiality of the other’s Confidential Information and to use it only for the purpose of performing these terms. Confidentiality obligations:

  • Do not apply to information that is publicly available through no fault of the receiving party.
  • Do not apply to information that the receiving party is required to disclose by law (in which case the disclosing party is given reasonable notice to seek a protective order).
  • Survive termination of these terms for 5 years.

Data protection

When you use Jupiter to manage learner data, we act as your data processor under the UK GDPR and Data Protection Act 2018. Our Data Processing Addendum (/legal/dpa) forms part of this agreement and sets out:

  • The types of Personal Data we process.
  • How we use subprocessors.
  • How we handle data breaches and your rights under the UK GDPR.
  • Data transfer mechanisms.

You are responsible for ensuring that your processing of Personal Data is lawful and that you have obtained necessary consents from learners.

Intellectual property

We retain all intellectual property rights in the Service, including software, platform functionality, course templates, and UI design. You may not copy, reverse engineer, or create derivative works without our written permission.

You retain all rights in your Customer Content (see “Customer Content” section above).

If you provide us feedback or suggestions about Jupiter, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback in any way.

Warranties and disclaimers

Our warranties: We warrant that (a) the Service will materially conform to our published documentation, and (b) we have the right to grant the licences we grant under these terms.

Disclaimer: Except as expressly warranted above, the Service is provided “as is” without warranty of any kind, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be error-free, uninterrupted, or secure.

Limitation of liability

Cap: Our total liability under these terms is capped at the fees you paid in the 12 months preceding the claim. If the claim is for your first month of use, our liability is capped at the monthly fee you paid.

Exclusions: We are not liable for:

  • Indirect, incidental, consequential, or punitive damages.
  • Loss of revenue, profits, data, or business opportunity.
  • Damages arising from your misuse of the Service, breach of these terms, or infringement of law.

Exception: The above cap and exclusions do not apply to:

  • Death or personal injury caused by our negligence.
  • Fraud or fraudulent misrepresentation by us.
  • Liability that cannot be excluded under UK law (including statutory liability under consumer protection law).

Indemnification

You agree to indemnify, defend, and hold us harmless from any claims arising from:

  • Your use of the Service.
  • Your content or data.
  • Your breach of these terms or applicable law.
  • Your violation of a third party’s rights.

We agree to indemnify you from claims that our Service infringes a third party’s intellectual property rights, provided you:

  • Notify us promptly of the claim.
  • Give us exclusive control of the defence and settlement.
  • Provide reasonable cooperation.

Term and termination

Initial term: Your subscription term is specified in your Order Form (e.g., one year).

Renewal: Your subscription automatically renews for successive periods of the same length unless you or we provide 30 days’ written notice of non-renewal before the end of the current term.

Termination for breach: If either party materially breaches these terms and fails to cure within 30 days of written notice, the non-breaching party may terminate by written notice.

Effect of termination:

  • Your access to the Service stops immediately.
  • We will, at your election, return or securely delete your data within 60 days.
  • Any accrued fees or charges are due immediately.
  • Sections on Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law survive termination.

Governing law and jurisdiction

These terms are governed by the laws of England and Wales, without regard to conflict-of-laws principles. You and we irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any dispute.

Changes to these terms

We may update these terms at any time. If the change is material, we will notify you by email at least 30 days before the change takes effect. Your continued use of the Service after the notice period constitutes acceptance of the new terms. If you do not accept a material change, you may terminate the subscription.

Contact

If you have questions about these terms, contact us at contact@m42k.com.

Questions about this document? Email contact@m42k.com.

JUPITER EDTECH LIMITED · 12 Orchard Way, Kings Sutton, Banbury, England, OX17 3PZ · Registered in England & Wales.