Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and FundTensor Ltd ("FundTensor", "we", "our", or "us"), a company registered in England and Wales.

By accessing our website, engaging our services, or entering into a service agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Description of Services

FundTensor provides lead generation and meeting facilitation services for fund managers seeking to connect with institutional allocators. The specific scope and deliverables of our services are set forth in your service agreement.

3. Important Regulatory Disclaimers

FundTensor is not a placement agent. We provide lead generation and meeting facilitation services only. You acknowledge and agree that:

• We do not provide investment advice or securities recommendations
• We do not negotiate terms or participate in investment discussions
• We do not receive transaction-based compensation or success fees
• We do not manage ongoing LP relationships on your behalf
• We do not provide regulatory cover for marketing activities in any jurisdiction

Regulatory Responsibility: You are solely responsible for ensuring that your fund has the appropriate regulatory permissions to market in each target jurisdiction. By engaging our services, you represent and warrant that you have obtained all necessary regulatory authorisations.

4. Client Eligibility and Representations

By engaging our services, you represent and warrant that:

• You are a duly authorised representative of a legitimate fund management firm or investment vehicle
• Your fund is structured in compliance with applicable laws and regulations
• All information you provide to us is accurate, complete, and not misleading
• Your marketing materials comply with applicable securities laws and regulations
• You have the authority to engage us and share the materials and information necessary for service delivery

5. Service Engagement

Services are provided pursuant to a separate service agreement that specifies scope, deliverables, and fees. These Terms incorporate and supplement such agreements. Successful service delivery requires your active cooperation, including providing accurate information and responding promptly to communications.

6. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed during the engagement, including fund strategy, performance data, marketing materials, proprietary data, and commercial terms. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law. These obligations survive termination of the engagement.

7. Intellectual Property

All intellectual property rights in our proprietary systems, methodologies, and databases remain our exclusive property. You retain ownership of all materials you provide to us, and grant us a limited licence to use such materials solely for service delivery. Upon full payment, you receive a licence to use deliverables created specifically for your engagement for your internal business purposes.

8. Data Usage

Any data or information provided as part of our services is licensed for use in connection with your engagement and is subject to applicable data protection laws. You agree not to resell, redistribute, or share such data with third parties, or use it for purposes beyond legitimate fundraising activities.

9. Prohibited Uses

You agree not to use our services or any information obtained through our services for any unlawful purpose, to misrepresent your identity or relationship with FundTensor, to harass or spam contacts, to circumvent our systems, or in any manner that could damage our reputation or business relationships.

10. Disclaimer of Warranties

Our services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. We do not guarantee any specific results from using our services. The number and quality of meetings, and any resulting investments, depend on numerous factors outside our control.

11. Limitation of Liability

To the maximum extent permitted by law, FundTensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Our total aggregate liability for all claims shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim. We are not liable for damages arising from your failure to meet regulatory requirements or from your conduct with allocators.

12. Indemnification

You agree to indemnify, defend, and hold harmless FundTensor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses arising from your breach of these Terms, your violation of applicable laws, any misrepresentations in your materials, or your conduct with allocators.

13. Term and Termination

The term of your engagement is specified in your service agreement. Either party may terminate the engagement as specified in the service agreement, or immediately upon material breach by the other party. Upon termination, you must pay all fees owed and each party must return or destroy the other's Confidential Information upon request. Provisions regarding confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive termination.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from these Terms shall first be attempted to be resolved through good-faith negotiations. If negotiations fail, disputes shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

15. General Provisions

These Terms, together with any service agreement, constitute the entire agreement between you and FundTensor. If any provision is found invalid, the remaining provisions continue in effect. Our failure to enforce any right shall not constitute a waiver. You may not assign these Terms without our consent. Neither party shall be liable for delays due to circumstances beyond reasonable control.

16. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by updating the "Last updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

17. Contact Us

If you have questions about these Terms of Service, please contact us at neil@fundtensor.com.