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.

SeedLegals is not a law firm and isn’t regulated as such. It’s important that you understand what this means in terms of the services we provide to you and the regulatory protections available to you. We have explained this in more detail in section 3 and we recommend you read the section carefully.

To contact us, please email [email protected] 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.

These Terms of Service (“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 the Terms of Use which apply when you are using our website https://seedlegals.com (“Site”).

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. We’ll ask you to confirm that you agree to these Terms when you create an account to use the Platform and Services and a contract will come into existence between you and us when you confirm you accept the Terms. If you use any of our Services before you have confirmed that you accept these Terms then, by using our Services, you agree that you have read, understood and accepted 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. If you disagree with any of these Terms, please do not proceed to payment as we do not provide any refunds. You can find more information about refunds in clause 7.7.

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 sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your business, craft, trade or profession and that you are a ‘trader’ and not a ‘consumer’ under UK consumer law. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. Even if you haven’t set up a company yet, you’ll be treated as a ‘trader’ and not a ‘consumer’ under consumer protection law when you sign up to our Platform or use our Services and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.

 In the course of using the Platform and our Services, you will be able to share documents with third parties and give those parties access to certain parts of the Company’s profile on the Platform, which will allow those parties to view and sign documents, view the Company’s profile (e.g. the cap table and convertibles table, if you have given access), view the status of their options or details relating to their employment (if you have given them access to the Option Holder View or Employee View on the Platform) and contact our customer support on the Platform. For the avoidance of doubt, we act for and accept instructions solely from the Company and we do not act for any third party, including the Company’s founders, employees, consultants, investors, advisors or other affiliates.

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

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 video tutorials on our Site that can provide more insight into the product or Service you are thinking about purchasing.

All payments you make are non-cancellable and non-refundable, subject only to the provisions of clause 7.7. Please read those provisions carefully before you make a purchase.

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 and you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data to our platform for the duration and purposes of these Terms. We’ll never share or make your data or information available to anyone without your explicit permission (other than being legally required such as by 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 clause 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.

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 [email protected] 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.

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse 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 our users.

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

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 have it.

If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.

If you provide us with your phone number, you agree to receiving phone calls from your account manager regarding the products or services you have purchased or are planning to purchase. If you provide us with your phone number, you also agree to us sending you information and updates by text message (SMS) regarding the products you have purchased or the services we are currently supporting you on, or about similar products or services you may be interested in. You can at any point opt out of receiving such messages by unsubscribing following the steps set out in the message, or by emailing us at [email protected] or via our webchat.

As part of providing the Site, the Platform and the Services to you, we will process personal data. We will do so either as a data controller (meaning, we decide the manner and purpose of the processing) or data processor (meaning, we process the data on your behalf and on your instructions) depending on the circumstances. In this clause, “personal data”, “data controller” and “data processor” have the meanings given to them in the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.

When we process your personal data for our own business purposes (for example, creating your account, managing our relationship with you, handling customer service questions and managing billing and invoicing), we are the data controller. In that case, we will process personal data in accordance with our Privacy Policy.

When we process personal data on your behalf for your business purposes (for example, document automation, cap table management, team agreements and other features relating to growing, running and funding your company), we are the data processor. In that case, we will process personal data in accordance with our Privacy Policy and this clause 2.

Both parties will comply with all applicable requirements of the United Kingdom General Data Protection Regulation, the Data Protection Act 2018 and all other mandatory data protections laws and regulations applicable in the United Kingdom from time to time (“Data Protection Legislation”). This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

When we act as a data processor on your behalf, we will carry out the processing activities below:

1. Subject matter of the processing: the provision of the Site, the Platform and Services to you.
2. Duration of the processing: starting on the date you provide the relevant personal data to us (for example by adding an employee’s details when you create an employment agreement on the platform, or when you send us an investor’s details through our live chat support or by email) until you either remove the relevant personal data from the platform or delete your account with SeedLegals.
3. Nature and purpose of the processing: adding relevant personal details to the documents you create on the platform, for example employee’s details in employment agreement, and investors’ details in your cap table and agreements relating to funding rounds.
4. Type of personal data involved: name, address, email address, salary or consultancy fees (founders, employees, consultants and advisors), job title and other details relating to employment or consultancy (founders, employees, consultants and advisors).

Categories of data subject: you, the company’s founders, shareholders, directors, employees, consultants, advisors, affiliates and investors, depending on what documents you create on the Platform (if you don’t create employment agreements, we won’t process data relating to your employees).

We will only act on your documented instructions (including with regard to transfers of personal data to a third country or an international organisation) unless we are required by law to act without such instructions. You can provide us with your instructions by making selections and inputting information on the Platform, or when you communicate with us through our live chat support or by email.

If we are required by law to process personal data and don’t have your instructions to do so, we will notify you before we carry out the processing required by law (unless the law prohibits us from notifying you).

We have implemented appropriate technical and organisational measures to ensure we can securely process personal data. This includes measures to address the particular risks that are presented by processing, for example from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data we process on your behalf. When implementing these measures, we will take into account:

1. the state of technological development and the availability of relevant technology (for the purposes of Article 32(1) of the GDPR);
2. the costs of implementation of any measures (which may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of our 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 we have adopted);
3. the nature, scope, context and purposes of processing; and
4. the risks for the rights and freedoms of the data subjects.

We will ensure that everyone who has access to or processes personal data on your behalf agrees to keep the data confidential. This mainly includes SeedLegals employees who are subject to confidentiality obligations under their employment contracts. If we engage any third parties to process personal data on your behalf, we will ensure that they are subject to a duty of confidence before we share any personal data with them.

By accepting these Terms, you authorise us to appoint third parties to process personal data as a sub-processor as we see fit. This clause will be deemed to be your general written authorisation under Article 28(2) of the GDPR. We will let you know if we plan to make any changes concerning the addition or replacement of any sub-processors before we make the change.

When we engage a sub-processor, we will ensure that we have a written contract in place with the sub-processor that sets out the same data protection obligations on the third party as are set out in this clause 2 (or substantially on that sub-processor’s standard terms of business), in particular providing sufficient guarantees to implement appropriate technical and organisational measures to ensure that the processing will meet the requirements of the relevant Data Protection Legislation.

If we appoint a sub-processor, we remain fully liable to you for the performance of the sub-processor’s data protection obligations.

If we need to transfer any personal data outside the UK (for example, if our service providers store personal data on servers outside the UK) we will ensure that appropriate safeguards are in place to keep the data secure, and that effective legal remedies are available for data subjects, or that there is an ‘adequacy decision’ or ‘adequacy regulation’ (as defined in the Data Protection Act 2018). If we need to transfer any data, we will comply with our obligations under the relevant Data Protection Legislation to provide an adequate level of protection to any personal data that is transferred.

We are not a law firm and aren’t regulated as such. Law firms in England and Wales are authorised and regulated by the Solicitors Regulation Authority (“SRA”) and it’s important that you understand that we are not regulated or authorised by the SRA.While SeedLegals is not a regulated law firm, we are not required to operate as a traditional law firm to offer our advisory services to clients. Since the UK’s legal regulatory space was liberalised in 2007, the requirement for lawyers to be employed by a traditional LLP in order to give advice to external clients has been removed and as such, SeedLegals operates as a limited company. SeedLegals has taken extensive regulatory advice to ensure our lawyers are permitted to provide external legal advice to clients just as they would if SeedLegals were structured as an LLP. Our Platform and related Services only relate to non-contentious commercial matters and we don’t carry out any of the activities that can only be provided by regulated solicitors and law firms (i.e. ‘reserved’ services such as conducting litigation, conveyancing, probate activities, notarising or the administration of oaths).

There are certain key differences in the regulatory protections that are available to you when you deal with a non-SRA regulated entity and it’s important that you understand that:

1. you won’t be able to complain to the Solicitors’ Regulation Authority or Legal Ombudsman in respect of the services provided to you by SeedLegals;
2. you won’t be able to apply for a grant to be made out of the Solicitors’ Compensation Fund managed by the Law Society;
3. we aren’t required to take out compulsory professional indemnity insurance and aren’t subject to the SRA Minimum Terms and Conditions of Professional Indemnity Insurance; and
4. our services aren’t covered by legal professional privilege, meaning that any communications between you and us could be produced as evidence in court proceedings if ordered by a court or other authority.

This clause 3.1 applies in all cases except where you’ve purchased our General Counsel as a Service or Advisory products. In respect of these products only, we will be providing legal services to you according to the terms set out in the engagement letter sent to you by our legal team and agreed by you separately.

The Platform and related Services constitute an online portal that provides information and access to a mix of industry standard, open-source, third party and proprietary documents, guides, templated forms, analytics and data, team administration and networking functionality, cap table modelling, and additional features to assist with the completion of tasks relating to company incorporation, funding rounds, option schemes and general company and team administration.

As you navigate through our Services and build documents on the Platform you will be guided by our ‘hints’ that help you choose the required data and in some instances, whether to include or not include a particular term. Of course, these choices may change as you negotiate with other stakeholders. These hints have been created to help you understand different terms and commercial decisions. Whilst sourced from experts and reflecting industry best practice, they are provided for general information only. They are not intended to amount to legal, tax, accounting or financial advice on which you should rely. If at any point you are still uncertain about your selection, you should obtain professional or specialist advice from independent legal, tax, accounting or financial advisors before taking or refraining from any action on the basis of those hints.

Likewise, as you navigate the Platform and use our Services you can communicate with our team on our live chat support. From time to time you will have certain questions you would like to receive our recommendation on. You may put your questions to our customer support team. We will try to provide you with an informed response based on our experience or direct you to a relevant resource. However, at no point does this information qualify as legal, tax, accounting or financial advice, nor should it be taken in substitution to such qualified professional advice. No lawyer-client relationship is created between you and the person answering your questions at any time, regardless of whether that person is an individual regulated by the SRA or not.

If your question can’t be fully answered by our customer support team, in some cases you may be put in contact with our in-house legal team to receive further guidance and information. Some members of our legal team are solicitors who are regulated by the SRA in their personal capacity, but it is important that you understand that this authorisation and regulation does not apply to SeedLegals as a company, to the Platform,  the Services or to any work carried out by those members of our team who are not regulated by the SRA.

Any answers provided to you by SRA-regulated team members are provided for no additional fee as part of our customer support service. The responses you get via this service don’t qualify as legal advice and they are intended as general guidance to help you make informed choices on the Platform and make you aware of general legal considerations related to your query. If you remain uncertain you must verify the information that we provide with a qualified professional such as a qualified and regulated legal, tax, accounting or financial professional in your jurisdiction. If you do not know of a qualified and regulated person or firm, we can suggest to you a number of partner firms and professionals we know in your jurisdiction.

For the avoidance of doubt, by using the Platform and our Services, you agree that:

• You are solely responsible for the appropriate selections within any documents;
• The hint text, instructions and tutorials are created for a wide audience and may not suit your individual company’s needs, and may be out of date for your company’s needs at any given time;
• The documents available via the Platform may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your or any third party’s circumstances, or obtain your own legal, tax, accounting or financial advice to review such materials before using them;
• The outcome of any application for tax relief completed using the Platform ultimately rests with HMRC and we will not be responsible for any application rejections or subsequent loss of tax relief. Related products include but are not limited to Advance Assurance and Compliance for the Seed Enterprise Investment Scheme and the Enterprise Investment Scheme, Enterprise Management Incentive options and R&D Tax Credits;
• We are not providing legal, tax, accounting, financial, investment brokerage or any other advice. The Platform, Site or our chat support should not be used as a substitute for advice from qualified legal, tax, accounting or financial professionals relevant to the jurisdiction in which you or your company are operating;
• Whilst we deny that any legal responsibility arises when you use the Platform or our Services, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the Platform, our Services or information gained from our live chat support; and
• You understand and accept the differences in the regulatory protections that are available to you as outlined above.

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

This clause 3.2 applies in all cases except where you’ve purchased our General Counsel as a Service or Advisory products. In respect of these products only, we will be providing legal services to you according to the terms set out in the engagement letter sent to you by our legal team and agreed by you separately.

You are responsible for any wording, figures or documentation which you add or upload on our platform beyond our industry-standard templates, included but not limited to wording or documentation inserted by you using the free-form text boxes we provide, the Additional Items section, the Deal Data Room upload feature or our Deal Manager tool. The SeedLegals team does not review or check the legal status, enforceability or consistency vis-à-vis the other terms in our templates, of your free-form text additions or that of any external documentation you upload to our platform, and we will not be responsible or liable with respect to any subject matter or terms contained therein. The insertion of free-form text or the upload of external documentation on the SeedLegals platform should not be used as a substitute for qualified legal, tax, accounting or financial advice in respect of these additions or documents.
We may, at our discretion, provide a service to include the wording you request to achieve the custom term you desire. In the event this happens you must understand we are not assuming any of the responsibility for the inclusion of such a term and should there be any doubt over the validity, enforceability or merits of the term you should seek professional legal advice.

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

We reserve the right to change the Fees at the end of the Initial Service Term or applicable Renewal Period (defined in clause 7.4 below) upon prior notice to you, which may be sent by email.

For Memberships (as defined in clause 7.4 below) or one-off purchases made on the Platform, payment is due on the terms applicable to that Membership or one-off purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access a full version of 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 in accordance with clause 7.3. Unpaid amounts may result in termination of Service. 

You will be responsible for all taxes associated with your use of Services that are attributable to 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.

Where you are purchasing a one-off product, at times our team may assist you with the payment of the respective invoice by offering to manually charge the card payment details you provided on the Platform directly, and if you agree the Fees due will be automatically deducted.

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 and agree in advance to paying a certain balance at completion of the funding round, but then as you proceed through the round, gain more interest from investors, causing the round size, and as a result our Fees, to increase. In that situation, we will invoice you for the difference in the Fees in accordance with clause 7.5.

Payment for invoices is due on the date specified in the relevant invoice or, if no date is specified on the invoice, within 30 days of your receipt of the 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 the outstanding Fees to the card payment details you provided on the Platform, and you hereby consent to such deduction, (ii) 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), (iii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iv) terminate our agreement.

Ongoing access to all Services and features of the Platform requires a membership to one of our plans (“Membership”).

The first 30 days of your Membership (if you’ve selected a monthly plan) or the first year of your Membership (if you’ve selected a yearly plan), will constitute the “Initial Service Term”.  Thereafter, your Membership will be automatically renewed for successive periods of 30 days (if you’ve selected a monthly plan) or 12 months (if you’ve selected a yearly plan), each a “Renewal Period”, and you will continue to be charged Fees for the Membership on a monthly (if you’re on a monthly plan) or annual (if you’re on an annual plan) basis, until your Membership is cancelled in accordance with clause 8. The Initial Service Term together with any subsequent Renewal Periods will constitute the “Service Term”.

If you sign up to a monthly Membership, you can switch to an annual Membership at any time. Annual Memberships can be upgraded, downgraded or cancelled on the anniversary of the commencement of that annual Membership.

As such, if we do decide to change the Fees for the Membership plan 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 your Membership on the revised prices before we begin charging you at the new price.

Other products, including but not limited to our Raise products, Flex bulk funding purchase, advance assurance product or EMI options package are purchased on a one-off basis in addition to a Membership plan. Once purchased, you will have unlimited access to that product for so long as you have a valid Membership to the relevant plan 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.

Some of our one-off products are subject to Fees which are determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE), or by reference to the total claim amount (e.g. R&D Tax Credits). By purchasing the respective one-off product you agree to pay such Fees at completion of the product workflow, based on the fee estimation set out at the point of purchase and subject to clauses 7.2 and 7.7 of these Terms.

The Fees you pay for such one-off products are subject to change based on the total investment amount raised. Where you “unlock” an investment product at a certain price based on an estimated total investment amount but the total investment amount changes before completion, the total Fees payable will be determined by reference to the final total investment amount, based on the sliding scale on our pricing page.

All one-off products are non-refundable, including in situations where you cancel your Membership to the relevant plan that the product relates to. 

If you download any of our documents, you must pay the Fees for each use or re-use of that particular document, at the price set out on our pricing page for the respective one-off product you are using. Our documents are watermarked to identify whether they were originally created using the Platform, and you will be the charged the Fees for each used or re-used document as evidenced by the watermark. We will charge the Fees corresponding to any such use or re-use of our documents to the payment method you provided on the Platform, and you hereby consent to such charge.

Paragraphs 7.3-7.5 are subject to any promotional offers we may make from time to time. For example, we may choose to offer discounted Fees for our Membership plans during a limited promotional period. If we do that, we will start charging you Fees at the standard non-promotional advertised price on our pricing page after the promotional period ends.

All payments you make are non-cancellable and non-refundable, subject only to the provisions of this clause 7.7.

(a) Memberships

When you first sign up to the Platform by purchasing a Membership, you can cancel your purchase and ask for a refund by telling us in writing of your wish to cancel within 2 working days of purchasing your Membership (“Cooling-off Period”). 

We will assess your refund request and we will only process a refund if we are satisfied that no documentation has been created on your company profile during the Cooling-off Period. For the avoidance of doubt, creation of any documentation within the Cooling-off Period will render your Membership non-refundable.

Memberships are non-refundable after the Cooling-off Period.

(b) One-off products

All one-off products are non-refundable, including where you cancel your Membership to the relevant plan that the product relates to.

Where you have paid Fees which have been determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE) and the total investment amount is later reduced due to investors withdrawing their planned investments, we may in our sole discretion agree to apply credit to your account. The amount of such credit will be equal to the difference between the Fees you paid in respect of the total investment sum to be raised minus applicable the Fees payable in respect of the reduced investment sum your company raised after investors withdrew their planned investments, in both cases as determined based on the sliding scale on our pricing page.

Such credit will be applied to your company account and can be used for a period of 5 years for paying Fees for any other Services, solely in respect of the purchases made on the company account to which the credit was initially applied. Any unused credit will expire after 5 years and can no longer be used once expired.

No refund will be issued in addition to the credit applied to the company account for use in future purchases.

If you have chosen to use the Flex bulk funding purchase to pre-pay upfront for a specific total amount your company intends to raise, this payment is non-refundable in all cases, irrespective of whether the total planned funding amount is reached or not.

Any Flex credits you purchase are valid for usage for 18 months from the date of purchase and thereafter will expire. No refunds will be issued in relation to expired Flex credits.

(c) We may refund Fees at our sole discretion

We may decide to refund you Fees you have paid for the Services if we at our sole discretion consider that we do not have the technical infrastructure to provide the Services to your company at the time of your purchase (for example, if our cap table cannot support your current share capital structure). 

Any such refund is given strictly subject to the condition that you have not and will not create, download and/or use any document generated as part of the product whose purchase is being refunded. 

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.

When you use our Platform to participate in a Syndicate, a Rollup or invest in any Featured Deals the following additional terms (and corresponding definitions found in clause 8.4 below) will apply: 

You agree that for the purposes of participating in a Syndicate, a Rollup or investing in any Featured Deals on our Platform, you will be dealing with SeedLegals MPL Limited (and not with SeedLegals Limited) a private limited company registered in England and Wales with company number 14319103 and whose registered address is 23 Sir John Lyon House, 8 High Timber Street, London, England, EC4V 3PA (“SeedLegals MPL”) as the party communicating any financial promotion (within the meaning of s. 21 of the Financial Services and Markets Act 2000) or carrying on the regulated activity of arranging deals in investments (within the meaning of s. 19 of the same Act).

Without limitation to the certification process explained above, by agreeing to these Terms you warrant to SeedLegals MPL that:

• you understand that investments in early-stage businesses of the type displayed on the Platform are high risk;
• you must not invest unless you are prepared to lose all the money you invest;
• you are unlikely to be protected if something goes wrong; and
• in your view, you have the experience, expertise and knowledge to understand the risks involved in, and make your own investment decisions about, investments in early-stage businesses of the type displayed on the Platform.

In order to participate in a Syndicate, a Rollup or to invest in any Featured Deals, you must be able to truthfully self-certify that you are either a ‘high net worth individual’, a ‘sophisticated investor” or a “restricted investor” in each case as defined by the Financial Services and Markets Act (Financial Promotion) Order 2005 (and/or the equivalent of such investor categories under the laws of the territory in which you are resident or situated). Self-certification requires agreeing to the declaration provided by SeedLegals MPL the first time that you access the Syndicates, Rollup or Featured Deals products, to confirm that you fall within the relevant categorisation, and SeedLegals MPL shall have the right to ask you from time to time to re-confirm any self-certification or provide evidence supporting your self-certification. You must inform SeedLegals MPL immediately if you cease to qualify as able to self-certify as falling in one of the above categories, and your access to the Platform may be either terminated or suspended for these respective features. If your access to the Platform is terminated or suspended in such a manner while a Syndicate Investment or investment in a Featured Deal is ongoing or while you are completing or converting an equity investment through the Rollup feature, SeedLegals MPL may inform the investee company of such termination or suspension and take steps to ensure that your subscription and/or conversion is not completed.

If you later become eligible again and inform SeedLegals MPL of this, your access may be reinstated at SeedLegals MPL’s absolute discretion.

Before you create or join a Syndicate, Rollup or invest in any Featured Deals, SeedLegals MPL may require you to complete an electronic Anti Money Laundering and Terrorist Financing verification check to confirm you are who you say you are. SeedLegals MPL may also require you to complete certain anti-money laundering checks. SeedLegals MPL will have the right to terminate your access to the Syndicate, Rollup feature and/or Featured Deals if it is not satisfied with the results of such checks. You hereby agree to comply with all such Anti Money Laundering and Terrorist Financing checks and verification.

SeedLegals MPL may decide at its absolute discretion to restrict your access to the Syndicate, Rollup and/or Featured Deals at any time. SeedLegals MPL will not be liable to you for any losses, damages or costs arising from SeedLegals MPL decision to restrict such access.

• You are not SeedLegals MPL’s customer or client for the purposes of the FCA Rules and you will not become SeedLegals MPL’s client because SeedLegals MPL permits you to access the Syndicate, Rollup or Featured Deals products, or by you joining a Syndicate or Rollup or making an investment into a Featured Deal.
• SeedLegals MPL will treat you as a ‘corporate finance contact’ (as defined in the FCA Rules).
• SeedLegals MPL will not be responsible to you for providing the protections afforded to clients under the FCA Rules, nor for advising you on investments.

SeedLegals MPL services are provided solely to investee companies pursuant to clause 8.2 below, and not to Investors. Only investee companies will be SeedLegals MPL ‘clients’ for the purposes of the FCA Rules.

If you join a Syndicate, a Rollup or invest in a Featured Deal, you will have the opportunity to invest in startups on the Platform, with each of these investments consisting of subscribing for shares in a business. These investments will be held through a nominee arrangement as described further in clause 8.1.7. This may also be deemed to involve an “offer” to you of those shares. You expressly agree that you consider, and will treat for all purposes, any such offer as (a) “not being calculated to result, directly or indirectly, in such Shares becoming available to persons other than those receiving the offer,” as the phrase is used in section 756(3) of the Companies Act, and, as a consequence, (b) not being a “public offer” for the purposes of section 755 of the Companies Act.

When you choose to make an investment as a participant to a Syndicate or Rollup, the subscription for the legal title of your shares (or the conversion of any advanced subscription funds into shares) in the investee company will be made by (and will be held in the name of) the Nominee as bare trustee, with the beneficial interest in such shares being held by you. The terms of your relationship with the Nominee and other members of a Syndicate or Rollup will be set out in a separate Syndicate Agreement or Rollup Agreement (as applicable).

Syndicates. Access to each Syndicate, Rollup and Featured Deal is conditional on the Syndicate, Rollup and Featured Deal’s specific terms and conditions for admittance, and such terms and conditions do not affect the relationship between SeedLegals MPL and you as set out in these Terms.

Promotional Materials. Most Syndicate Investments, Featured Deals and/or funding rounds where a Rollup is created will be accompanied by Promotional Materials. Such Promotional Materials (whilst they may have been reviewed by SeedLegals MPL only for the purposes of ensuring they meet its internal policies for publication on the Platform) will not have been approved by SeedLegals MPL as financial promotion within the meaning of s.21 of the Financial Services and Markets Act 2000.
Those Promotional Materials will not have been approved for the purposes of s.21 of the Financial Services and Markets Act 2000 by an FCA authorised person (unless and to the extent stated otherwise).

No recommendation; no reliance on other information. The display of a Syndicate or Featured Deal on the Platform or your inclusion into a Rollup does not mean that either we or SeedLegals MPL are recommending that you make an investment in the relevant business, nor that we or SeedLegals MPL believe the business is likely to be successful nor that we or SeedLegals MPL take any responsibility or will in any way be liable to you if the business is not successful. SeedLegals MPL and SeedLegals MPL expressly exclude any liability to you in respect of such matters to the full extent that such exclusion is permitted by law.
Neither we nor SeedLegals MPL make any warranties or representations or assume any liability in respect of the business or the content of its Pitch page, its Deal or of the funding round documentation in respect of which a Syndicate or Rollup is being created.

Any investment decision (or decision not to invest) in respect to any investment through the Platform is yours and yours alone and you should make your own assessment, consulting with any relevant advisers if you need assistance, of the viability and prospects of the business and the accuracy of its Pitch and any Promotional Materials.
Neither we nor SeedLegals MPL will have reviewed or approved any information about the business (including, but not limited to, any Promotional Materials). Any responses to questions in any discussion forum or any documents section of an investee company and any documents downloaded on request will constitute “one-off communications” and should be treated in the same way as if you had a one-on-one email conversation with the relevant investee company without any involvement from us or SeedLegals MPL.

Confidentiality. Featured Deals are presented on the Platform in order for you to make your investment decisions and not for any other purpose. While you may not be legally required to keep the information presented in Featured Deals confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so SeedLegals MPL or the investee company may bring an action against you for any damage you have caused to SeedLegals MPL reputation, to SeedLegals MPL business, to the relevant investee company or otherwise.

Inducements. Investee companies may offer investors inducements, such as discounts, rewards, or offers, as part of their Featured Deal or as part of their invitation to join a Syndicate or Rollup. Please note that any inducements offered by an investee company are subject to the terms and conditions provided by the investee company and are not in any way administered or affiliated with SeedLegals MPL. It will strictly be the investee company’s sole responsibility to honour any such inducements and SeedLegals MPL will have no responsibility for them.

Dashboards and additional information on the Platform. In addition to the information set forth in each Syndicate, Rollup or Featured Deal, SeedLegals MPL may provide on the Platform information about investing in or operating businesses generally or other matters that SeedLegals MPL believe may be relevant or of interest to you. SeedLegals MPL refer to this as “additional information”. None of the additional information, including information about historical returns and content in dashboards, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by SeedLegals MPL. SeedLegals MPL cannot assure you that any additional information is complete, accurate, up-to-date or error free, and SeedLegals MPL will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, SeedLegals MPL takes no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

Communications about Platform activity. From time to time SeedLegals MPL may send you emails with information about activity on the Platform, including in relation to Featured Deals. Any emails SeedLegals MPL sends you about activity on the Platform does not constitute advice or a recommendation from SeedLegals MPL. From time to time, SeedLegals MPL may also send you emails with respect to your use of the Platform, SeedLegals MPL business, these Terms or other matters that SeedLegals MPL reasonably believe are relevant to you.

Loss of capital. Most early-stage businesses, and many other growth-focussed businesses fail, and if you invest in a business displayed on the Platform, it is significantly more likely that you will lose all of your invested capital than you will see any return of capital or a profit. You should not invest more money in the types of businesses displayed on the Platform than you can afford to lose without altering your standard of living.

Illiquidity. Almost all investments you make in businesses displayed on the Platform will be highly illiquid. It is very unlikely that there will be a liquid secondary market for the shares of an investee company. This means you should assume that you will be unlikely to be able to sell your shares until and unless the investee company floats on a stock exchange or is bought by another company; and, even if the investee company is bought by another company or floats, your investment may continue to be illiquid. Even for a successful business, a flotation or purchase is unlikely to occur for several years from the time you make your investment. For businesses for which secondary market opportunities are available (including any available on the Platform), it can be difficult to find a buyer or seller, and you should not assume that an early exit will be available just because a secondary market exists.

Rarity of dividends. Businesses of the type displayed on the Platform rarely pay dividends. This means that if you invest in a business through the Platform, even if it is successful you are unlikely to see any return of capital or profit until you are able to sell your shares in the relevant investee company.

Dilution. Any investment you make in an investee company available through the Platform is likely to be subject to future dilution. This means that if the business raises additional capital at a later date, it will issue new shares to the new investors, and the percentage of the investee company that you own will be reduced. The new shares issued may also have certain preferential rights to dividends, sale proceeds, voting rights and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees of, service providers to or certain other contacts of the investee company.

Diversification. If you choose to invest in businesses of the type available for investment through the Platform, such investments should only be made as part of a well-diversified portfolio. This means that you should invest only a relatively small portion of your investable capital in such businesses, and the majority of your investable capital should be invested in safer, more liquid assets. It also means that you should spread your investment between multiple businesses (to diversify your risk) rather than investing a larger amount in just a few.

Persons who are resident or situated in territories outside the United Kingdom may not participate in Syndicates or Rollups or access Featured Deals if their accessing of investment opportunities and making investments through the Platform would contravene any local legislation or other regulatory requirements.

You acknowledge that participating in a Syndicate or Rollup or accessing a Featured Deal where the investee company is registered in a jurisdiction other than the United Kingdom means that any protections, including but not limited to legal, regulatory, statutory or legislative protections, that may be available to persons resident in the United Kingdom, or in respect of an investee company with its registered office located in the United Kingdom, may not be available and may not apply.

Investee companies with a registered office outside of the United Kingdom may be subject to different laws, rules and practices, which may affect the reliability or accuracy of any communications, notices or representations made between you and the investee company.

Where you are an investee company (“Investee Company”) and you use our Platform to receive equity financing from investors who have formed a Syndicate, or to create a Rollup or to have your Pitch presented as a Featured Deal the following additional terms set out in this clause 8.2 (and corresponding definitions found in clause 8.4 below) will apply:

You agree that for the purposes of receiving investments from a Syndicate on our Platform, creating a Rollup or presenting your Pitch as a Featured Deal you will be contracting with SeedLegals MPL Limited, a private limited company registered in England and Wales with company number 14319103 and whose registered address is 23 Sir John Lyon House, 8 High Timber Street, London, England, EC4V 3PA ( “SeedLegals MPL”) acting through SeedLegals Limited as its agent solely for the purposes of entering into this contract with you as set out in this clause 8.2).

You agree that SeedLegals MPL is not responsible for acquiring or procuring any investors for your funding round and that SeedLegals MPL does not take any role in selecting participants to a Syndicate or Rollup. SeedLegals MPL does not provide any assurance or guarantee that any of the services it provides will result in a successful completion of investment. You agree that SeedLegals MPL will not be held responsible for the performance or any of the activities of the Syndicate lead or follow investors, nor for the performance or any of the activities of the Rollup investors or of investors who invest into your Featured Deal.

SeedLegals MPL will not be responsible for any delay or failure in effecting a transfer of any Subscription Amounts from the SeedLegals MPL Account to you if such delay or failure results from any of the following events: (a) any failure of the Syndicate investors to transfer the Subscription Amounts to the SeedLegals MPL Account; (b) any failure of banking transfer systems or operations affecting the Account; (c) any failure, error or delay of the electronic banking transfer system in any country; (d) the imposition of any exchange controls or similar rules of any country; or (e) any other such matter beyond SeedLegals MPL’s control which makes it unlawful, impossible or impracticable for the transfer to be made.

You will be responsible for the payment of the Platform Investment Fee for each Syndicate Investment, and you will be responsible for the payment of the Rollup fee (as displayed at the point of purchase) for each Rollup created by you. You undertake to act in utmost good faith, and agree that you will not, and will not induce, solicit, procure or otherwise encourage any third party to, take any action, or omit to take action, which would have the effect of circumventing the legitimate entitlement of SeedLegals MPL to receive the Platform Investment Fee or Rollup fee.

You undertake in relation to any Syndicate Investment to:

(i) operate in compliance with all applicable laws and the rules of any Regulatory Authority who has jurisdiction over the activities of the Investee Company; and

(ii) furnish to SeedLegals MPL in such form as it may from time to time reasonably require particulars of any matters concerned with or arising out of the activities of the Investee Company (and its group if applicable).

The Investee Company will be solely responsible for:

(i) the completeness and accuracy of the Promotional Materials and ensuring that all Promotional Materials are fair, clear and not misleading as regards the Investee Company, its business, its financial affairs and its shares and in all other material respects; and

(ii) providing (at your own cost) any of your own content or assets (including but not limited to the Investee Company’s logo). You confirm that you have sufficient authority and rights to provide SeedLegals MPL with, and permit SeedLegals MPL to use, such content on the Platform and that doing so will not violate any third-party rights or require any further consents or licences.

SeedLegals MPL’s only regulatory client for the purposes of the FCA Rules will be the Investee Company (except insofar as SeedLegals MPL is required to treat investors as clients under the FCA Rules regarding financial promotion when communicating financial promotions to them). Any investors who choose to participate in your Syndicate Investment or in a Rollup or to access Featured Deals through the Platform are neither SeedLegals MPL’s customer nor SeedLegals MPL’s client for the purposes of the FCA Rules but rather shall be ‘corporate finance contacts’ (as defined in the FCA Rules).

The scope of SeedLegals MPL appointment pursuant to these terms and in the provision of the Syndicate, Rollup and Featured Deals products will not entail SeedLegals MPL to conduct any regulated activity for which SeedLegals MPL does not hold regulatory permissions.

SeedLegals MPL will not undertake the role of “manufacturing financial instruments” and will not “distribute” your shares or securities (each as defined in the FCA Rules). The creation, development and design of your shares or securities and their offering and issuance will be solely undertaken by you and any advice given to you as a corporate issuer of investments will be provided solely by appropriately authorised advisers as you may engage. Accordingly, the provisions of PROD 3 of the FCA Rules will not be applicable in relation to SeedLegals MPL’s relationship with you.

SeedLegals MPL has classified you as an elective professional client (“EPC”) in accordance with COBS 3.5.3 of the FCA Rules on the basis that SeedLegals MPL has undertaken an adequate assessment of your expertise, experience and knowledge which has given SeedLegals MPL reasonable assurance, in light of the nature of the transactions or services envisaged, that you are capable of making your own investment decisions in relation to any Syndicate Investment, or receiving investments via Rollup, or using the Featured Deals product, and that you understand the risks involved.

You can find further below the EPC categorisation notice, which you confirm you accept and agree with before accepting any Syndicate Investment, before creating any Rollup and before having your Pitch presented as a Featured Deal. You will not be able to use these products unless you are able to agree to the categorisation notice. The EPC categorisation notice contains clear written warnings of the protections and compensation rights you may lose due to SeedLegals MPL’s categorisation of you as an EPC. Your use of the Syndicate, Rollup and Featured Deals products is predicated on you first having been able to confirm and agree to this EPC categorisation notice which confirms that you are aware of the consequences of losing these protections and that you wish to be treated as an EPC in relation to SeedLegals MPL services provided to you.

In accordance with COBS 3.5.8 of the FCA Rules, it is your responsibility to keep SeedLegals MPL informed about any change that could affect your categorisation as an EPC. You may at any time request re-categorisation as a retail client benefiting from a higher degree of protection but you should note that it is SeedLegals MPL policy to refuse all such requests and that SeedLegals MPL Appointed Representative Agreement with Kroll Securities Limited does not allow SeedLegals MPL to provide its Syndicate, Rollup and Featured Deals services to retail clients.

With regard to the operation of the SeedLegals MPL Account, you also agree (pursuant to the EPC categorisation notice) that you are willing, as an EPC, to opt-out of the client money rules (as such term is understood for the purposes of the FCA Rules).

This clause 8 is for the benefit of SeedLegals MPL Limited (as well as SeedLegals Limited). SeedLegals MPL Limited also has the right to rely on the provisions of this clause 8, and to enforce its provisions.

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 of the Initial Service Term or an applicable Renewal Period, this agreement will be renewed automatically in accordance with clause 7.4 above until terminated in accordance with this clause 8.

In addition to any other remedy, either party may also terminate our agreement under these Terms upon thirty (30) days’ written notice, such notice to expire no earlier than the end of the Initial Service Term or applicable Renewal Period as set out in clause 7.4.

We may terminate our agreement with you at our own discretion with immediate effect for a material breach of these Terms or for any other reason including but not limited to circumstances where:

1. You have broken or attempted to break the law, or put us in a position where we might break the law or any applicable regulations;
2. You are using the Platform in a way that is harmful to us, such as causing harm to our Platform or our reputation;
3. You have provided us with false information;
4. You have been abusive (as determined in our absolute discretion) to anyone working for SeedLegals Limited or to another user; or
5. If we are required to do so under any law, regulation or by a governmental or regulatory authority.

You will pay in full for the Services that you contracted for. For a reasonable amount of time following any termination, you will be able to access and save your documents and data upon request.

We will continue storing your documents and data for a reasonable amount of time following cancellation of your Membership 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 its deletion. As such, we recommend you download your documents and data before your decision to cancel your Membership so you have your own copy of that information should you need them outside of being a SeedLegals member.

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.

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.

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.

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 authorised 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.

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 licence to use such Materials only in connection with the Services.

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 by you or other parties after we have delivered them, (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 licence 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.

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.

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.

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.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S).  YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.