Equisy

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Startup Terms and Conditions

Please read this document (“Terms and Conditions”) carefully. If you are unsure about any aspect of our Terms of Business or have any questions regarding our relationship with you, please contact us immediately.
Please note in particular the limitation of liability clause in clause 13 of these Terms of Business
PART A – DEFINITIONS, START DATE, AND OUR AGREEMENT

1. Definition

1.1 These Terms of Business, along with their Schedules and any referenced documents (which are considered part of these Terms), outline the conditions under which Equisy Venture Limited, operating as Equisy (“we”, “us”, “our”), agree to provide access to the Platform and deliver services to you (“you”, “your”). This document also includes our legal obligations

1.2 The terms listed below will have the following meanings within this Agreement:

1.3 References to statutes or statutory provisions include all subordinate legislation under those statutes as of the Agreement date.

1.4 References to clauses and schedules refer to those within this Agreement unless otherwise specified.

1.5 Headings are included for convenience and do not affect the interpretation of this Agreement.

1.6 The term “person” includes individuals, corporations, and other entities with or without separate legal personalities, including their representatives and successors.

1.7 Singular terms include the plural, and references to gender include all genders, as applicable.

1.8 The term “deal” and its variations include all forms of engagement or response.

1.9 References to “writing” or “written” include electronic communications, such as email.

1.10 Terms such as “including”, “in particular”, or similar expressions are illustrative and do not limit the scope of the preceding words.

1.11 Any reference to actions or omissions by you includes actions done on your behalf or by your agent.

2. START DATE, TERM, AND ONBOARDING

2.1 This Agreement begins on the Effective Date and, unless terminated according to clause 19, will continue for the Initial Term.

2.2 After the Initial Term, the Agreement will automatically renew for additional one-year periods (each an “Extended Term”) unless terminated in accordance with clause 19. The Services will continue to be provided on an annual basis as long as your subscription or membership remains active, regardless of the length of the Initial Term or Subscription Period.

2.3 To use the Platform, you must complete the onboarding process (“On-Boarding”) successfully. Upon completion, your registration will be confirmed, and you will receive an Account. On-boarding includes filling out the registration form available on the Platform.

2.4 You confirm that the information you provide during On-Boarding and any information you publish on the Platform is true and accurate as of the date it is provided. You also agree to keep this information up to date.

2.5 You acknowledge that we may conduct anti-money laundering or identification checks as part of the On-Boarding process or at any other time. These checks may involve third-party services and could include reviewing your directors, shareholders, related companies, or other relevant parties. We are not responsible for any losses, delays, or issues that arise due to these checks or their results.

2.6 We reserve the right, at our discretion, to determine whether your On-Boarding is successful and are not liable for any losses, damages, or costs arising from this decision.

2.7 If your On-Boarding is deemed unsuccessful, this Agreement will terminate on the date we make that determination.

2.8 Unless we accept On-Boarding for more than one business you own, you may only hold one Account. Any attempt to create an additional Account will result in the termination of your Account and this Agreement.

2.9 Your Account is non-transferable.

2.10 By engaging with us and using the Platform, you agree to comply with these Terms of Business unless we mutually agree otherwise in writing.

2.11 These Terms of Business replace any previous terms or agreements that may have been established with you.

3. THE PLATFORM

The Platform is operated by us and provides users who have successfully completed On-Boarding with the opportunity to form and manage meaningful connections within the entrepreneurial ecosystem. The level of access you have to various Platform benefits depends on the subscription membership you select when making a purchase through the Platform. We reserve the right to update or modify the Platform’s features, functionality, and offerings at our discretion.

3.1. We will provide instructions on how users can access and use the Platform. You may not allow anyone other than your employees and officers to access the Platform, and if you do, you will be fully responsible for their actions. We are not liable for any loss resulting from unauthorized access.

3.2. You must inform us if you believe your Platform login details have been compromised. If notified or if we determine your login details have been compromised, we will suspend your access to the Platform.

3.3. You are prohibited from posting, transmitting, displaying, or sharing content on the Platform that you do not own or have permission to use. You may not use the Platform or Services to create a competing product or to provide services to third parties.

3.4. We are not responsible for any content you post, transmit, display, or share on the Platform. You will indemnify us against any losses, damages, or costs arising from such content.

3.5. When using the Platform, you must not engage in any behavior that is obscene, offensive, discriminatory, defamatory, deceptive or violates any intellectual property rights or personal privacy. We may remove any content we consider abusive, spam, or otherwise inappropriate. You are also prohibited from using the Platform for unlawful or fraudulent purposes, or to send or upload any data containing viruses, malware, or harmful code.

3.6. We reserve the right to decline any content you submit for inclusion on the Platform at our discretion and without explanation.

3.7. We may remove or modify any information on the Platform without prior notice to you.

3.8. We do not verify or endorse the content or accuracy of information posted, transmitted, displayed, or shared on the Platform. You are responsible for conducting your own due diligence to verify any such information.

3.9. At our discretion, we may verify any information you upload to the Platform and remove it if necessary.

3.10. We may suspend your access to the Platform at any time, based on the information you have uploaded.

4. OUR RELATIONSHIP

4.1. Equisy Venture Limited, trading as Equisy, is a company registered in England and Wales with company number 14930927, and its registered address is Pippins Cherry Drive, Forty Green, Beaconsfield, Buckinghamshire, England, HP9 1XP.

4.2. This Agreement will remain valid even if our company name or registration number changes. You will be informed if any changes occur.

4.3. Unless confirmed in writing, we will treat only you as our client. We are not liable to any agent, intermediary, or fiduciary you may appoint, and your obligations to us will remain unchanged even if you appoint such a person.

4.4. We do not offer advice or recommendations regarding transactions, taxes, accounting, regulatory or legal matters (including sanctions). You should seek separate advice as needed.

4.5. This Agreement is provided in English, and all communications between us (including documentation) will be in English.

5. NON-EXCLUSIVITY

5.1. This Agreement does not prevent us from entering into similar agreements with other individuals or entities.

6. COMPLAINTS

6.1. If you are dissatisfied with our services, you may submit a formal complaint to: info@equisy.io.

6.2. For clarity, none of the Services are regulated activities under section 22 of the Financial Services and Markets Act 2000. As a result, you do not have the right to file complaints with the Financial Ombudsman Service or claim compensation from the Financial Services Compensation Scheme.

7.0 SERVICES

7.1 The specific Services we will provide under this Agreement are detailed in Schedule 1.

7.2 In some situations, we may act for or owe duties to other parties, which could conflict with our duties to you. If such a conflict of interest arises, we will inform you so that you are aware. Please refer to clause 13 in Part D of these Terms of Business for how we manage potential conflicts of interest.

7.3 When the Services involve us providing advisory, consultancy, or other professional services, we will make reasonable efforts to deliver the Services: (i) in a timely, professional, and communicative manner; (ii) with the level of skill, care, and prudence that would be reasonably expected from a professional company in this industry; and (iii) in compliance with all applicable laws and regulations.

7.4 The Services do not include financial, legal, or tax advice. You are responsible for seeking independent advice on these matters for your business, including one-to-one consultations, document provision, or introductions. While we aim to support your progress, including through Investor Relations Services as described in Schedule 1, we do not guarantee that you will secure investment offers or complete investment agreements.

8. FEES AND PAYMENTS

8.1 The Fees you owe us are outlined in Schedule 2 and may be adjusted from time to time in accordance with clause 18.2.

8.2 Payments should be made according to the payment instructions on the Platform or by a method we notify you of, which could include bank transfer, credit card, or direct debit. If you provide your credit card details, you authorize us to charge it on the Effective Date for the Initial Term’s Fees and each anniversary for the Extended Term’s Fees. All payments must be made without set-off or counterclaims unless legally required to withhold or deduct. If withholding or deduction is required by law, you must pay an additional amount to ensure we receive the full amount owed.

8.3 You must pay the Fees within 7 days of the due date unless otherwise notified. If payments are late, we will charge interest at 3.5% above the Bank of England’s base rate from the due date until full payment is made.

8.4 Interest, as described in clause 8.3, will apply before and after any court judgment, accrue daily, and be compounded quarterly, calculated on a 365-day-year basis.

8.5 Any sum we pay to you will include any applicable VAT or other taxes unless explicitly stated otherwise. If VAT or another tax applies to your payment to us, and it is not stated, you must pay this amount in addition to the payment.

8.6 Without notifying you, we may offset any liability you owe to us against any liability we owe to you, whether present or future, liquidated or unliquidated. You are not allowed to offset any sum you believe we owe you against sums you owe us.

8.7 You agree to indemnify us for any costs or expenses, including third-party fees, that we incur to enforce any term of this Agreement.

8.8 The Fees are non-refundable.

PART B– YOUR OBLIGATIONS

9. YOUR OBLIGATIONS

9.1 Throughout the duration of this Agreement, you agree to:

9.1 If we provide you with advisory, consultancy, or other professional services, you agree to work with us: (i) In a timely, professional, and communicative manner; (ii) With a level of skill, care, and diligence expected from a professional company receiving such Services; and (iii) In compliance with all applicable laws and regulations.

10. WARRANTIES

10.1 You represent, warrant, and undertake that:

11. NON-SOLICITATION

11.1 You agree that during this Agreement and for 24 months following its termination, you will not:

11.2 These restrictions apply whether you are acting:

11.3 You acknowledge that damages may not be an adequate remedy for breaching this clause and that an injunction may be an appropriate remedy.

PART C – GENERAL

12. LIABILITY AND INDEMNITY

12.1  You acknowledge that damages may not be an adequate remedy for breaching this clause and that an injunction may be an appropriate remedy.

12.2  You agree to indemnify and hold us, including our directors, partners, officers, and employees, harmless from any liabilities, claims, demands, losses, damages, costs, or expenses (including reasonable professional fees) that may arise due to your negligence, wilful misconduct, bad faith, or breach of this Agreement by you or your directors, partners, employees, or agents..

12.2  Claims and demands in this clause include costs and expenses, including legal fees and administrative costs, arising from or related to your negligence, wilful misconduct, bad faith, or breach of this Agreement, including investigating and defending any claims or regulatory actions.

12.3  You are liable to pay us any sum due under this indemnity immediately upon demand, and this sum will constitute a debt. We may also deduct amounts owed to us from any payments due to you.

12.4 We are not liable for any loss or damage resulting from exclusions stated in this Agreement, errors or inaccuracies in the information you provide, or the actions of others.

12.5 We are entitled to assume that any information, directions, or instructions you provide are accurate and authorized, and we are not liable for any actions taken based on such information.

12.6 We are not liable for indirect, consequential, special, or punitive damages, loss of profit, business, or data, or any management time or reputational damage. Liability for innocent or negligent misrepresentation is excluded.

12.7 Our total liability under this Agreement is limited to the amount of Fees received in the 12 months preceding the claim, except for cases where liability cannot be lawfully excluded or limited. We are not responsible for investment success or the suitability of introduced parties, and you must conduct your own due diligence before forming relationships with third parties.

12.8 Nothing in this Agreement limits our liability for personal injury or death, fraud, or any other liability that cannot be excluded by law.

13. CONFLICTS OF INTEREST

13.1  We may provide services to multiple clients, leading to potential conflicts of interest. If such a conflict arises, we will inform you.

13.2  We aim to treat all clients fairly and avoid conflicts of interest, ensuring that our duties to one client do not prevent us from fulfilling our obligations to you.

13.3 We have policies to manage conflicts of interest, and if we cannot prevent potential harm to your interests, we will discuss this with you. You may request a copy of our conflicts of interest policy.

14. DATA PROTECTION AND ANTI-BRIBERY

14.1 We will retain and process personal information in accordance with our privacy notice available on the Platform.

14.2 In this clause:

14.3 We will process all Personal Data in accordance with our Privacy Notice, available at https://equisy.io/privacy-policy/.

14.4 Both you and we will act as independent Controllers when processing Personal Data under this Agreement.

14.5 Each party must comply with its obligations under Data Protection Laws.

14.6 The Discloser may share Personal Data with the Recipient for the purposes set out in this Agreement.

14.7 When sharing Personal Data, the Discloser warrants that:

14.8 The Recipient must:

14.9 Both parties must cooperate with each other to ensure compliance with Data Protection Laws.

14.10 The parties must take appropriate security measures to protect Personal Data and notify the other party of any data breaches.

14.11 Each party must comply with anti-bribery and anti-corruption laws and report any suspicious activity.

 

15. INTELLECTUAL PROPERTY RIGHTS

15.1 You retain ownership of your pre-existing intellectual property. We retain ownership of intellectual property developed or provided by us during the provision of services, including reports, advice, and templates. You are granted a limited, non-exclusive license to use our materials for the purposes of this Agreement.

15.2 You must not modify, sell, share, or reverse-engineer any materials we provide unless expressly authorized.

15.3 You are responsible for any content (“User Content”) you submit to the Platform and must ensure it complies with our acceptable use policies.

15.4 You retain ownership of your User Content but grant us a worldwide license to use, distribute, and reproduce it for the operation of the Platform and Services.

15.5 Intellectual property created specifically for you will be assigned to you once all fees have been paid.

15.6 We may use general materials created for other clients, but you do not gain rights to these unless otherwise agreed.

15.7 You retain all intellectual property rights to your brand and business, and nothing in this Agreement transfers these rights.

15.8 With your prior written consent, we may use your name, logo, or trademark in our promotional materials, and vice versa.

16. ASSIGNMENT AND THIRD-PARTY RIGHTS

16.1 We may assign or delegate our rights and obligations under this Agreement.

16.2 You may not assign or delegate your rights and obligations without our consent.

16.3 This Agreement does not grant rights to third parties under the Contracts (Rights of Third Parties) Act 1999.

17. NOTICES

17.1 Notices must be in writing and delivered by hand, post, or email to the addresses provided during On-Boarding or to our office at Pippins Cherry Drive, Forty Green, Beaconsfield, Buckinghamshire, England, HP9 1XP.

17.2 Notices are deemed received upon delivery, or within two business days if sent by post, or upon transmission if sent by email during business hours.

17.3 This clause does not apply to legal proceedings.

18. AMENDMENTS

18.1 We may amend this Agreement at any time by providing two months’ notice.

18.2 We may amend the Schedules with five business days’ notice.

18.3 We may immediately amend this Agreement where required by law by providing written notice.

19. TERMINATION

19.1 Either party may terminate this Agreement at the end of the Initial Term with 30 days’ notice. A grace period of 10 days will be available at the beginning of the Agreement.

19.2 After the Initial Term, either party may terminate the Agreement on the anniversary of the Effective Date with three months’ notice.

19.3 If we amend the Agreement, you may terminate it with one month’s notice.

 

19.4 Either party may terminate this Agreement immediately if:

20. CONSEQUENCES OF TERMINATION

20.1 Termination does not affect accrued rights or obligations. You must pay any outstanding amounts within seven business days.

20.2 Clauses intended to survive termination will remain in force.

21. CONFIDENTIALITY

21.1 Confidential Information includes any information related to the business, assets, or affairs of the parties to this Agreement.

21.2 Confidential Information does not include publicly available information or information already known to the other party.

21.3 Confidential Information must be kept confidential and only disclosed for the purposes of the Agreement.

21.4 Confidentiality obligations continue after the termination of this Agreement.

22. FURTHER ASSISTANCE

22.1 Both parties will execute any necessary documents to give effect to this Agreement.

23. ENTIRE AGREEMENT AND RELATIONSHIP

23.1 This Agreement constitutes the entire agreement between the parties and supersedes previous agreements.

23.2 Each party acknowledges that they do not rely on any representations not contained in this Agreement.

23.3 This Agreement does not create a partnership or employment relationship between the parties.

24. MISCELLANEOUS

24.1 Each party bears its own costs in negotiating and entering into this Agreement.

24.2 Failure to exercise rights under this Agreement does not constitute a waiver.

24.3 If any term is deemed illegal or unenforceable, it will not affect the rest of the Agreement.

24.4 Equisy acts as an independent contractor.

 

25. GOVERNING LAW

25.1 This Agreement is governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.

25.2 Each party consents to legal processes being served in accordance with this Agreement.

SCHEDULE 1 – THE SERVICES

We outline the services we may provide depending on the subscription membership you select when purchasing through the Platform (the “Services”).

1. INVESTOR RELATIONS SERVICES

1.1 If your subscription membership includes investor relations benefits, we will provide the following services (the “Investor Relations Services”):
1.1.1 Your information will be available/visible to potential investors. Equisy will not introduce you to any investors.
1.1.2 These potential investors may introduce you to further potential investors at their discretion (“Secondary Investor Introductions”). We are not responsible or liable for these Secondary Investor Introductions.
1.1.3 Our activities are limited to what is outlined in this paragraph, and you should read paragraph 5 for activities we will not perform.
1.1.4 We will use reasonable efforts to provide access to the Platform, except during maintenance or updates. The Platform is provided “as is” without any warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for purpose, availability, security, and non-infringement.

1.1.5 We will provide information on additional services to help you decide what else you may wish to purchase.

2. SUPPORT SERVICES FOR ADVISORS (OR MENTORS)

2.1. If your subscription membership includes advisory services, we will provide the following services:
2.1.1 We will introduce individual Candidates to you via the Platform for potential roles as Non-Executive Directors, Fractional Executives, or advisors.
2.1.2 We will use reasonable efforts to provide access to the Platform, except during periods of maintenance or updates. The Platform is provided “as is” without any warranties, express or implied.
2.1.3 Depending on your membership, you may be eligible to participate in Equisy programs pairing Advisors with startups for pro-bono board advisory or support roles. We act as intermediaries to support the process but are not party to any contractual relationships formed. Once we make a Advisor Introduction, we have no further obligation to make more introductions, though we may consider replacement requests on a case-by-case basis.

2.1.4 You must collaborate proactively with the Advisor to ensure they have enough knowledge about your business to support you effectively.

2.1.5 You are responsible for adhering to program guidelines and maintaining a productive professional relationship with the Advisor.
2.1.6 We will use reasonable efforts to provide access to the Platform, except during maintenance. The Platform is provided “as is” with no warranties, express or implied.
2.1.7 We will provide information on additional services to help you choose what else you may want to purchase.

3. Other Services

3.1 Equisy shall provide only the professional services specified in this agreement and will not be obligated to provide any additional services.

4. STAKEHOLDER REPORTING SERVICES

4.1 If your subscription includes stakeholder reporting services, we will provide you with a metrics/data dashboard and portfolio reporting tools to update investors and keep shareholders informed.

5. WHAT WE WILL NOT DO

5.1 For clarification:
5.1.1 The Services do not include promoting you to investors or Candidates beyond hosting your promotional material on the Platform. It is your responsibility to promote your business and negotiate deals with investors or Mentors:
5.1.2 We will not handle funds or assist in completing transactions resulting from introductions, such as processing applications or issuing share certificates.
5.1.3 We do not guarantee successful Investor or Mentor Introductions.
5.1.4 We provide Services and the Platform but are not a marketing provider, law firm, or tax advisor.
5.1.5 We do not commit to minimum or periodic time for the Services, which are subject to staff availability.

5.1.6 Questionnaires and any documents generated are for general information purposes and are not a substitute for professional legal advice.

5.1.7 We are not liable for any errors, omissions, or damages caused by your use of our documents provided or of our supporting Services.

5.1.8 We are not a party to any document generated via the Platform. You use these documents at your own risk, and it is your responsibility to ensure they meet your needs.
5.1.9 We are not liable for any disruptions to the Platform due to external causes such as equipment failure, natural disasters, or legal restrictions.

SCHEDULE 2 – FEES

1. FEES

1.1 You agree to pay the periodic subscription fees as set out here or as communicated to you, depending on the membership type you select (the “Fees”).

2. PAYMENT DATE

2.1 The Fees are due and payable annually on each anniversary of the Effective Date, or if that date falls on a non-business Day, on the next Business Day.
2.2 If your payment method fails at any point (e.g., insufficient funds to cover the annual subscription fee on the Effective Date or its anniversary), we reserve the right to charge the annual fees on a pro-rata monthly basis. You authorize us to bill any credit card in advance monthly for the Fees payable for the Initial Term and any Extended Term.
2.3 If Fees are charged monthly as outlined in paragraph 2.2, you understand that by registering on the Platform, you are committed to paying the full contract fee. Any agreement to charge fees monthly does not waive our right to charge annual fees as originally agreed, and we may revert to charging annually at any time. In case of early termination for any reason, except where we are in material breach of these terms, the full remainder of the fees for the current subscription period remains due. Additionally, if we are unable to provide the Services due to your breach of these terms or lack of communication, you are still liable for the full contract fee.
This document, along with its schedules, forms the complete Terms of Business for Equisy Venture Limited and its investors. Please ensure you understand and agree to all terms before proceeding with any investment activities through our platform. If you have any questions or require further clarification, do not hesitate to contact us.
Equisy Venture Limited
Pippins Cherry Drive, Forty Green, Beaconsfield, Buckinghamshire, England, HP9 1XP
info@equisy.io
 

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