Terms and Conditions

1. Introduction of what these terms do

1.1 Who we are

TechFranklin.com is a site, service and platform that provides document automation, calcuations, cap table management, agreements and other features relating to issuing EMI options. The site and platform is owned and the service is provided by Arbiter Data Ltd (“TechFranklin”, “us” and “we” below), Company Number 12422210, a limited company registered in England and Wales.

TechFranklin is not a law or accountancy 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.

1.2 When these terms apply

These terms apply whenever you create an account on TechFranklin or make payment to TechFranklin or use TechFranklin.

By signing up for an account you are confirming that you intend to use TechFranklin for in the course of your business, craft, trade or profession and you are a 'trader' not a 'consumer' under UK consumer law.

When you use the TechFranklin 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 TechFranklin and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.

If you do not accept our accept or agree with these terms then you cannot use TechFranklin. If you have proceeded to creating an account then we will determine that you have accepted these terms in full.

1.3 Terms subject to change

Please note that we may change, modify, add or remove sections of these Terms from time to time and we may not necessarily make seperate publication about these changes, so please visit these terms every so often because we will assume you agree with these Terms at all times if you continue to use TechFranklin.

These Terms were last updated 4 December 2021.

2. No Legal, Tax, Accounting or Financial Advice

2.1 We are neither a law firm nor a regulated entity

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. This means we can’t provide services that are “reserved” to solicitors (or in some cases other authorised, regulated persons like barristers or licensed conveyancers), such as conducting litigation, conveyancing, probate activities, notarising or the administration of oaths. TechFranklin products 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.

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:

• you won’t be able to complain to the Solicitors’ Regulation Authority or Legal Ombudsman in respect of the services provided to you by TechFranklin;
• you won’t be able to apply for a grant to be made out of the Solicitors’ Compensation Fund managed by the Law Society;
• 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
• 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.

2.2 We don’t provide legal, tax, accounting or financial advice

TechFranklin constitutes 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 EMI options.

Information such as blogs, vlogs, docs, calculators constitute information which is for the purposes of illustration and does not constitute legal, tax or financial advice.

Any communications you have with TechFranklin whether by email, video call, phone call or any other medium do not constitute legal, tax or financial advice and exclusively relate to operating the TechFranklin system as intended.

If you feel you need legal, tax, accounting or financial advice you should obtain specialist advice from professional advisors.

TechFranklin has no legal or commercial relationship with Pett Franklin. If the services of Pett Franklin are required then you will need to engage with Pett Franklin seperately under their engagement letter, terms and conditions and know you client procedures.

3. Confidential Information

Your relationship with us is not legally privileged in the way it would be if you were working with a regulated legal professional. Nevertheless both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, pitch decks, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:

• to take reasonable precautions to protect such Confidential Information; and
• not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The foregoing provisions will not apply with respect to any information that any of us can prove:

• is or becomes generally available to the public;
• was in its possession or known by it prior to receipt from the other party;
• was rightfully disclosed to it without restriction by a third party;
• was independently developed without use of any Confidential Information owned by the other party; or
• is required to be disclosed by law.

4. Payment

You will pay us the cost associated with the product you purchase including VAT. Full details can be paid on our pricing page.

We reserve the right to changes the prices of product at our discretion and reserve the right to offer promotional pricing on a discretionary basis.

5. Representations & warranties

5.1 Authority

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

5.2 Appropriate use

You confirm that:

• you are over 18 years of age;
• are only using the TechFranklin 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 TechFranklin immediately.

5.3 Restrictions

You warrant that you will not, directly or indirectly:

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

5.4 Use of product

With respect to any documents obtained through TechFranklin we do not provide you with the right to distribute, modify, reuse and material generated from TechFranklin.

5.5 Your indemnity to us

You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of TechFranklin.

You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under the Data Protection Legislation (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.

6. Disclaims & limiation of liability

6.1 Limitation of liability

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

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

(A) FOR USE OF TECH FRANKLIN, 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 RELATING TO THE PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Allocation of risk

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Product 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.

6.3 Cannot guarantee uninterrupted service

While we do not guarantee that TechFranklin will always be avilable or be interrupted or error free, we will use reasonable efforts consistant with prevailing industry standards to maintain TechFranklin in a manner which minimise errors and interruptions.

6.4 Disclaimer of warranties

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.

6.5 No claims against individuals

You agree to bring any claim (including negligence) in connection with TechFranklin only against us, and not against any individual, however described.

7. Insurance

We are not a law firm which means that 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. We do not have any solicitor professional indemnity insurance or an equivalent professional regulated insurance policy.

8. Miscellaneous

These Terms and our Privacy Policy constitute the entire agreement with respect to the use of TechFranklin. Our obligations, if any, are governed soley by the agreements pursuant to which they are provided and nothing on TechFranklin or through discussions with TechFranklin should be construed to alter such agreemens, unless we explicity state we are acting or allowing you to act contrary to these Terms.

You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.

All notices under these Terms will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.

Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.