1.1 Who we are

SeedLegals.com is a site, service and platform that provides document automation, cap table management, team agreements and other features relating to growing, running and funding a company. The site and platform is owned and the service is provided by SeedLegals Ltd (“SeedLegals”, “us” and “we” below), Company Number 10368887, a limited company registered in England and Wales and you will find us at our office address which is 2nd Floor, Lincoln House, 296-302, High Holborn, WC1V 7JH. You can find out our registered office address at Companies House.

To contact us, please email hello@seedlegals.com or use our chat support feature. We do not have an office telephone number but we are happy to engage with you via online video chat.

1.2 When these terms apply

These Terms of Subscription (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on our platform at https://app.seedlegals.com (the “Platform”). These Terms are separate to Terms of Use for our Site which apply when you are using our website (http://seedlegals.com). To view our Terms of Use for our Site, click here.

To use our Services you must agree to these Terms so please read them carefully. We recommend that you download these Terms for future reference. By using our Services, you agree that you have read, understood and accept these Terms, our Terms of Use for our Site and our Privacy Policy, Cookie Policy and all/any other notices posted by us on our Site or directly to you.

You are responsible for ensuring that all persons who use our Services through your internet connection are aware of these Terms, our Privacy Policy and Cookie Policy and that they comply with them.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU MAY NOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO PAYMENT AND THEN COMMENCE USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

2.1 It's your data

Your personal and company data is sensitive and entitled to protection. All rights, titles and interests in your data held in the SeedLegals platform are 100% yours. Any personal, company and user-generated information will only ever be uploaded voluntarily by you. We’ll never share or make your data or information available to anyone without your explicit permission (other than being legally required such as a court order).

Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your company data and any Confidential Information you may upload to the platform is stored securely, and only people you’ve assigned as members of your team (in addition to any persons approved under term 2.4) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different from their social network site logins.

2.2 Account Creation

If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at hello@seedlegals.com of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

2.3 Data collection

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyze specific data points and other information gained from your company profile, settings and including but not limited to interactions with our team on our chat support. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site/Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform; and (ii) to disclose such data solely in aggregated or other de-identified form in connection with our business, for example, we could indicate that most early stage startups offer x% of their equity for £y. This is for the mutual benefit of all SeedLegals Users.

For more information about your data please click here to view our Privacy Policy.

2.4 Granting ourselves access for customer support purposes

Occasionally you may contact us for customer support. It may be necessary for our team to access your company’s profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you have referred to. This will only happen with your implied consent to do so, such as during an active conversation between yourself and a team member on our live chat software or where it is necessary to answer a question you have asked them on email/chat support.

Once you have finished working with that team member, they will remove their access from your company’s profile. We also require our team members to regularly review the list of companies they have access to and to remove themselves from any company that they are not actively assisting to minimize the risk of any data breach. 

Additionally, you also have the ability to remove our team members from your company’s profile at any time, so that only those who you have permitted to have access to your data has it.

7.1 General payment information

You will pay us the fees together with any VAT described for each Service you subscribe for or purchase in accordance with these Terms (the “Fees”). Full details on our pricing page can be found here.

We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term (defined below) or then‑current renewal term upon prior notice to you, which may be sent by email.

For subscriptions or purchases made on the Platform, payment is due on the terms applicable to that subscription or purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access them. In order to “unlock” those products you will need to enter valid payment details and pay immediately to use the product. For purchases that are invoiced by SeedLegals, payment is due on the invoice date. Unpaid amounts may result in termination of Service. 

You will be responsible for all taxes associated with your use of Services that are attributable or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.

7.2 Additional fees

If your use of the Services requires the payment of additional fees, you agree to pay the additional fees in the manner provided herein. This may happen where you “unlock” a funding round at a certain price, but then as you proceed through the round, gain more interest from investors, causing the round size, and as a result our fee, to increase. In that situation, we will invoice you for the difference in the fee.

7.3 Invoices

Except as otherwise provided, payment for invoices is due within 30 days of your receipt of the applicable invoice. 

If payment is not received by the due date, we reserve the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at the rate set by The Late Payment of Commercial Debts (Interest) Act 1998 and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate our agreement.

7.4 Subscription Services

When you first sign up to the Platform, depending on the particular Service you would like to use, you will receive a free 30-day subscription to one of the following products: i) Quick Agreements; ii) Cap Table; or iii) Option Plan. You will not be charged any Fees for that product for those first 7 days. Thereafter, you will not be charged any more Fees until you choose to manually resubscribe for the product you received a free trial for, or subscribe for one of our other products for the first time.

There is an initial Service Term of one month for our subscription products (our free trial will not lead you to paying any fees until you choose to manually resubscribe for that service), but that Service Term will auto-renew and you will continue to be charged Fees for the subscription, on a monthly basis for so long as you continue to subscribe for each subscription product and so long as the payment details attached to your company remain valid. 

As such, if we do decide to change the Fees or institute new charges for our subscription products that you are currently subscribed to, we will not impose those new Fees on you without advanced prior written notice and we will allow you to choose whether to continue using our subscription products on the revised prices before we begin charging you at the new price.

7.5 One-off Products

Other products, such as our funding round, advance assurance product and our EMI options package are purchased on a one-off basis. Once purchased, you will have unlimited access to that product for so long as you have a valid subscription to the relevant subscription package that the product relates to.

When you purchase a one-off product, whether you use one, or all of the documents included in the particular product, you are nevertheless liable to pay us the Fees in full for that product.

7.6 Promotions

Paragraphs 7.3-7.5 are subject to any promotional offers we may make from time to time. For example, we may be inclined to offer discounted Fees for our subscription products. If we do that, we reserve the right to start charging you Fees at the standard non-promotional advertised price on our Site after the promotional period ends.

7.7 Refunds

All payments you make are, subject to clause 9.5, non-cancellable and non-refundable.

We will not provide our documents or products to you to inspect or review before you decide to purchase. We encourage you to ask for a web demonstration given by one of our team members who can show you over screen sharing software what any given product contains and how our Services work. We also have internet tutorials on our Site that can provide more insight into the product or Service you are thinking about purchasing.

If we in our sole discretion refund any Fees you have paid and later discover that you have created, downloaded and/or used a document from the Platform, whether in a modified form or not, we will invoice you for the cost of the document and you will be liable to pay our Fees in full.

8.1 Term of agreement

Subject to earlier termination as provided below, our agreement under these Terms is for the Service Term specified in the plan you signed up for. Upon expiry, the plan may auto-renew (if applicable) or you may sign up for additional Services as made available on the Platform at that time.

8.2 Termination rights

In addition to any other remedy, either party may also terminate our agreement under these Terms upon thirty (30) days’ notice. For any material breaches of these Terms, we may terminate our agreement with you with immediate effect. You will pay in full for the Services that you contracted for. Upon any termination, your documents and data will be stored by us for a reasonable amount of time following non-renewal of your subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for it’s deletion. As such, we recommend you download your documents and data before your decision not to renew your subscriptions so you have your own copy of that information should you need them outside of being a SeedLegals subscriber.

Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.

9.1 Authority

By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.

9.2 Appropriate use

You confirm that:

• you are over 18 years of age;
• are only using the Platform for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;
• that you comply with all applicable laws, rules, regulations and court orders; and
• that you adhere to all our published policies then in effect

Should you not be able to confirm the above you must stop using the Platform and our Services immediately.

9.3 Restrictions

You warrant that you will not, directly or indirectly: 

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); 
• modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); 
• use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
• introduce or permit the introduction of any virus into our IT systems; 
• access all or any part of our Platform or Services in order to build a product or service which competes with us; or
• remove any proprietary notices or labels.

9.4 Our license to you to allow you to use our materials

With respect to any contracts, documentation, forms, funding agreements, or any other material obtained through, exported, or created for you by the SeedLegals Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable license to use such Materials only in connection with the Services.

9.5 Our indemnity to you

We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any UK patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

10.1 Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY: 

(A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES

(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; 

(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; 

(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR 

(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Allocation of Risk

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.

10.3 Cannot guarantee uninterrupted service

Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.