Terms of Service

Welcome to RoundRaise.

These Terms of Service ("Terms") govern your access to and use of the RoundRaise website, platform and related services (collectively, the "Services").

By accessing or using RoundRaise, you agree to be legally bound by these Terms. If you do not agree with these Terms, you must not use our Services.

RoundRaise is operated by:

RoundRaise is a cap table, data room and SEIS/EIS advance assurance platform for UK startups. It helps you build and maintain your cap table, model rounds and ownership, prepare for SEIS/EIS, and share information securely with the people you choose.

RoundRaise does not match founders with investors, introduce founders to investors or operate an investor database.

Our Services may include:

• cap table modelling and ownership records (including instruments such as SAFEs, ASAs and convertible loan notes, anti-dilution, option pools, EMI/CSOP vesting and exit waterfalls);
• scenario modelling and the RoundRaise agent — AI assistance that answers questions, models outcomes and, on your instruction, makes changes to your cap table and data room (such as recording a share issue or sharing documents with someone you choose);
• document and data-room storage, with access and sharing controls;
• cap-table sharing with external parties you invite;
• SEIS/EIS eligibility tooling and Advance Assurance draft preparation (we help prepare the draft — we do not file it on your behalf);
• Companies House filing preparation (such as CS01 and SH01);
• imports from sources you provide (such as CSV, Excel and PDF files);
• subscription billing via Stripe.

RoundRaise is a software tool. It is not a law firm, accountant, tax adviser or FCA-authorised financial adviser, and nothing it produces is investment, financial, legal or tax advice.

To use RoundRaise, you must:

• be at least 18 years old;
• have the legal capacity to enter into these Terms;
• provide accurate information;
• comply with all applicable laws and regulations.

If you are using RoundRaise on behalf of a company or organisation, you confirm that you have authority to bind that organisation to these Terms.

Certain features require you to create an account.

You agree to:

• provide accurate and complete information;
• maintain the security of your account credentials;
• keep your account information up to date;
• notify us if you believe your account has been compromised.

You are responsible for all activity carried out through your account unless caused by our failure to maintain reasonable security measures.

You may use RoundRaise only for lawful purposes and in accordance with these Terms.

You must not:

• use the platform for fraudulent or misleading activities;
• upload unlawful, harmful or infringing material;
• impersonate another person or organisation;
• attempt to gain unauthorised access to our systems;
• reverse engineer, copy or modify our software;
• scrape or extract platform data without permission;
• misuse a cap table, data room or documents that another user has shared with you, or exceed the access you have been granted as an invitee;
• use contact details or other information you obtain through a shared cap table or data room to send unsolicited communications or for any purpose other than the one for which access was given.

We reserve the right to restrict access where we reasonably believe the platform is being misused.

Users may upload or enter information including:

• cap tables and share registers / ledgers;
• company and shareholder information;
• financial information;
• spreadsheets, CSV files and PDFs imported into the platform;
• data-room documents;
• supporting documents.

You retain ownership of all content you upload to RoundRaise.

By uploading content, you grant RoundRaise a limited licence to use, process and store that content solely for the purpose of providing and improving the Services.

This includes:

• operating the cap table, scenarios and agent features;
• mapping and importing files you provide;
• generating SEIS/EIS eligibility results and Advance Assurance drafts;
• storing and sharing documents through the data room and share links at your direction;
• maintaining and improving platform functionality.

You confirm that:

• you own the content you upload, or
• you have permission to upload and process it.

You remain responsible for ensuring uploaded content does not violate third-party rights and for what you choose to share with others.

RoundRaise understands that founders may provide commercially sensitive information.

We take reasonable measures to protect confidential information submitted through the platform.

However, you acknowledge that:

• no online service can guarantee absolute security;
• you should only upload information necessary for using the Services;
• you control who you invite to your cap tables and data rooms, and you remain responsible for maintaining appropriate confidentiality protections before disclosure.

Our handling of personal information is explained further in our Privacy Policy.

RoundRaise uses artificial intelligence and machine learning technologies to provide certain features, including:

• the agent — answering questions about, and making changes you instruct to, your own company data and data room;
• scenario modelling of rounds, ownership and outcomes;
• import mapping (matching columns and fields from files you provide);
• Advance Assurance draft assistance.

AI-generated outputs are intended to assist you and should not be considered:

• investment advice;
• financial advice;
• legal advice;
• tax advice;
• a guarantee of accuracy or of any particular outcome.

AI systems, models and calculations may occasionally produce inaccurate, incomplete or unsuitable results.

You are responsible for independently checking any figures, models or drafts generated by RoundRaise — with your own professional advisers where appropriate — before relying on them or acting on them.

RoundRaise provides modelling, calculation and drafting tools based on the data you enter or import. These tools are provided to assist you, not to replace professional judgement.

You acknowledge that:

• RoundRaise does not guarantee any fundraising outcome, investor interest, or that a round will complete;
• cap table figures, dilution, waterfalls, option-pool maths and scenario outputs are models that depend on the data and assumptions provided, and may contain errors;
• SEIS/EIS eligibility results and Advance Assurance drafts are indicative and prepared to help you — they are not a determination by HMRC, and RoundRaise does not guarantee eligibility or that Advance Assurance will be granted;
• RoundRaise helps prepare the Advance Assurance draft; you (or your advisers) are responsible for reviewing it and submitting it to HMRC.

You should verify all outputs, and take your own legal, tax and financial advice, before relying on them, sharing them, or submitting anything to a third party or to HMRC.

RoundRaise is not a law firm, accountant or FCA-authorised adviser. Nothing provided through RoundRaise constitutes:

• investment advice;
• a recommendation to invest;
• financial advice;
• legal advice;
• tax or accounting advice.

Users should seek appropriate professional advice before making financial, tax, legal or investment decisions.

Certain RoundRaise features may require payment.

Pricing, fees and payment terms will be displayed before purchase.

Unless otherwise stated:

• fees must be paid in advance;
• payments are non-transferable;
• users are responsible for providing accurate billing information.

Payments are processed through Stripe, our third-party payment provider. RoundRaise does not store complete payment card details.

Refund eligibility depends on the specific product or service purchased.

Because RoundRaise provides digital services and subscriptions with immediate access, refunds may not be available once the service has been substantially provided.

If you believe there is an issue with a purchase, contact:

support@roundraise.co.uk

We will review requests fairly and in accordance with applicable consumer protection laws.

All intellectual property rights relating to RoundRaise, including:

• software;
• algorithms;
• models;
• user interfaces;
• branding;
• logos;
• designs;
• databases;
• platform functionality;

belong to RoundRaise Limited or its licensors.

You may not copy, modify, distribute, sell or exploit any part of the platform without written permission.

Your uploaded content remains your property.

RoundRaise may integrate with third-party services including:

• authentication providers;
• payment processing (Stripe);
• analytics providers;
• cloud infrastructure and storage providers;
• artificial intelligence providers.

Third-party services may have their own terms and privacy policies.

RoundRaise is not responsible for the availability or performance of third-party services.

We aim to keep RoundRaise available and reliable.

However, we do not guarantee that:

• the platform will always be available;
• services will operate without interruption;
• errors will never occur;
• results will always be accurate.

We may modify, update or discontinue features where necessary to improve the Services.

We may occasionally provide experimental or beta features.

Beta features may:

• contain errors;
• change significantly;
• be removed without notice.

Beta features are provided on an "as available" basis.

We may suspend or terminate your access if:

• you breach these Terms;
• you misuse the platform;
• you engage in fraudulent activity;
• your actions create risk for RoundRaise or other users.

You may stop using the Services at any time.

Termination does not affect rights or obligations that arose before termination.

To the maximum extent permitted by law, RoundRaise shall not be liable for:

• indirect losses;
• loss of profits;
• loss of business or investment opportunities;
• reliance on AI-generated outputs, models, calculations or drafts;
• decisions made based on platform outputs.

Nothing in these Terms excludes liability where it cannot legally be excluded, including liability for fraud or personal injury caused by negligence.

You agree to indemnify RoundRaise against claims, losses or damages arising from:

• your misuse of the Services;
• your breach of these Terms;
• your uploaded content;
• your violation of third-party rights.

Your use of RoundRaise is also governed by our Privacy Policy.

The Privacy Policy explains:

• how we collect information;
• how we use information;
• how we protect information;
• your data protection rights.

We may update these Terms from time to time.

Where changes are significant, we may notify users through the platform or by email.

Your continued use of RoundRaise after changes are published means you accept the updated Terms.

These Terms are governed by the laws of England and Wales.

Any disputes relating to these Terms or your use of RoundRaise will be subject to the exclusive jurisdiction of the courts of England and Wales.

If you have questions about these Terms, contact: