Terms of Service

1. Definitions

• "Platform" — the FundTensor technology platform, including the proprietary LP Database, qualification engine, campaign management tools, dashboards, and associated software, made available at app.fundtensor.com and related domains.
• "Services" — access to the Platform and the data analysis, LP identification, contact verification, campaign configuration and execution support, and related technology services described in these Terms and on our website, as updated from time to time.
• "LP Database" — FundTensor's proprietary database of institutional investors ("LPs") and their personnel, together with associated research, evidence, qualification outputs, and intelligence, compiled independently by FundTensor from publicly available and professional sources and its own research.
• "Workspace" — the Client's private environment on the Platform.
• "Authorised User" — an individual invited to the Client's Workspace by the Client or by FundTensor at the Client's request.
• "Connected Account" — a LinkedIn or other third-party account belonging to a member of the Client's team that is connected to the Platform for the purpose of conducting outreach.
• "Approved List" — the list of LP firms and individual contacts that the Client has reviewed and approved for outreach through the Platform.
• "Outreach Materials" — message templates and communications configured for use in campaigns conducted through the Platform.
• "Client Data" — data and materials submitted to the Platform by or on behalf of the Client, including fund materials, mandate details, do-not-contact lists, and the content of communications sent and received through Connected Accounts.
• "Service Data" — data generated by or derived from the operation and use of the Platform, including usage patterns, engagement signals, response trends, targeting effectiveness, and system-generated analytics. Service Data does not include the Client's Confidential Information.
• "Subscription" — the paid plan selected by the Client at checkout, as described on the plan-selection page at the time of purchase (the "Plan").
• "DPA" — FundTensor's Data Processing Agreement, available from FundTensor on request, which applies to personal data processed on the Client's behalf and forms part of these Terms once provided.

2. The Services

2.1 FundTensor provides a technology-enabled data and outreach platform designed to assist the Client in identifying and engaging institutional investors relevant to the Client's fundraising. Depending on the Plan, the Services include: access to the Platform and LP Database; AI-assisted analysis identifying and qualifying LP firms and contacts against the Client's mandate; a Client approval workflow; configuration and execution of outreach campaigns from Connected Accounts; and reporting through the Platform.

2.2 The Client conducts its own conversations. Outreach sent through the Platform is sent from Connected Accounts, in the name of the Client's team members, and on the Client's behalf. Replies from LPs are received in the Client's own accounts, and the Client is responsible for handling them. FundTensor does not respond to LPs on the Client's behalf unless a Plan expressly includes managed reply handling.

2.3 Features may change. The Platform is under active development. FundTensor may modify, add, or remove features of the Services, provided that changes do not materially reduce the core functionality of the Client's Plan during a paid-up period. Features described as "beta", "coming soon", or similar are not part of the Services until released.

2.4 What FundTensor does not do. FundTensor does not and shall not: (a) introduce the Client to any LP or act as an intermediary between the Client and any LP — the Client independently selects, approves, and contacts LPs through the Platform, and any resulting relationship is between the Client and the LP directly; (b) participate in, facilitate, or have any involvement in any investment negotiation, due diligence process, subscription documentation, or fund closing; (c) provide investment advice, financial advice, or any recommendation regarding the suitability of any investment for any LP; (d) act as agent, broker, or intermediary for the Client or any LP in respect of any investment transaction; (e) make any representation or warranty on behalf of the Client to any LP or hold itself out as having authority to do so; or (f) carry on any activity that would constitute a regulated activity within the meaning of the Financial Services and Markets Act 2000 ("FSMA") or the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 ("RAO").

3. Regulatory status

3.1 FundTensor is not authorised or regulated by the Financial Conduct Authority ("FCA"). FundTensor provides a technology product — a software and data platform. It does not provide financial services or investment advice, does not introduce parties to investment transactions, and does not arrange investments.

3.2 The Client acknowledges and agrees that: (a) FundTensor is not FCA-authorised or regulated; (b) the Client is solely responsible for its own regulatory compliance, including compliance with applicable financial promotion and securities marketing rules in every jurisdiction in which outreach is conducted; and (c) the Client shall not represent or describe FundTensor to any third party as a placement agent, introducer, broker, or investment intermediary.

3.3 The Client warrants that it holds all regulatory authorisations and permissions required to market and distribute its fund(s) in each jurisdiction in which outreach campaigns are conducted through the Platform, and accepts sole responsibility for ensuring that all outreach complies with applicable financial promotion rules and securities regulations in each relevant jurisdiction.

4. Client approvals and responsibilities

4.1 Approved List. FundTensor generates recommended LP firms and contacts based on the Client's mandate and targeting criteria. The Client reviews and approves LPs through the Platform before outreach is initiated. FundTensor shall not initiate outreach to any LP firm or contact that has not been approved by the Client (including via any auto-approve setting the Client has enabled, which constitutes standing approval until disabled). The decision to approve or exclude any LP is the Client's independent decision. The Client may amend its Approved List at any time with prospective effect.

4.2 Outreach Materials. The Client reviews and approves the message template(s) used in its campaigns before launch, and may configure custom templates. The Client is solely responsible for the content, accuracy, and regulatory compliance of all Outreach Materials, notwithstanding any assistance provided by FundTensor in drafting them.

4.3 Connected Accounts. The Client warrants that each Connected Account belongs to a member of the Client's team who has personally authorised its connection to the Platform and the conduct of outreach from it. The Client shall not connect any account without the account holder's informed consent, and shall disconnect any account promptly on that individual's request or departure.

4.4 Accurate information. The Client shall provide accurate and complete information reasonably required for the Services (including mandate details, materials, and do-not-contact lists) and keep it up to date. The Client shall promptly notify FundTensor of changes to its fund status, mandate, or regulatory permissions that may affect the Services.

4.5 Acceptable use. The Client shall not, and shall ensure its Authorised Users do not: (a) use the Services unlawfully or for any purpose other than institutional fundraising for the Client's own fund(s); (b) scrape, bulk-export, copy, resell, sublicense, or share the LP Database or any substantial part of it, except through export functionality expressly included in the Client's Plan; (c) share Workspace credentials outside the Client's team; (d) attempt to probe, disrupt, or reverse-engineer the Platform; or (e) use data obtained through the Services to build or enrich a competing product or database.

5. Trials, fees, and payment

5.1 Access. The Platform is currently available by invitation. A Workspace is created for the Client, and access to the Services requires an active Subscription (including a trial).

5.2 Trials. Where FundTensor issues the Client a trial code, the Client receives free access for the period stated when the code is issued (by default 14 days). A valid payment method is required to start a trial. Unless the Client cancels before the trial ends, the Subscription converts to a paid Subscription at the end of the trial and the first monthly fee is charged. FundTensor may extend, limit, or withdraw trial offers at its discretion.

5.3 Fees and billing. Fees are as stated on the plan-selection page at the time of purchase (or in a written order form, which prevails). Subscriptions are billed in advance on a monthly rolling basis (or quarterly, where a quarterly plan is selected) via our payment processor, Stripe. Fees are exclusive of VAT and applicable taxes, which will be added where required.

5.4 Cancellation. The Client may cancel at any time via the Platform or by written notice. Cancellation takes effect at the end of the current paid-up billing period. Fees already paid are non-refundable, and no pro-rata refunds are given for partial periods, except where required by law or expressly agreed in writing.

5.5 Non-payment. If any amount is not paid when due, FundTensor may suspend the Client's access to the Services after giving notice, and may terminate under clause 12 if the amount remains unpaid. Suspension does not relieve the Client of the obligation to pay amounts accrued.

5.6 Price changes. FundTensor may change Plan pricing on not less than 30 days' written notice. Changes take effect from the Client's next billing period after the notice period; the Client may cancel before then.

6. Intellectual property and licences

6.1 Our property. All intellectual property rights in the Platform, the LP Database, and FundTensor's algorithms, prompts, processes, and technology are and remain the property of FundTensor. The Client receives a non-exclusive, non-transferable licence, for the duration of its Subscription, to access and use the Platform and the data made available in its Workspace, solely for the Client's own institutional fundraising.

6.2 Your property. The Client retains all rights in Client Data. Outreach Materials, once approved by the Client, are owned by the Client. For the avoidance of doubt, the Client owns its relationships with LPs and the content of its conversations with them.

6.3 No data resale. Except through export functionality expressly included in the Client's Plan, nothing in these Terms transfers any ownership of, or grants any right to retain, distribute, or commercialise, the LP Database or any part of it. Rights under clause 6.1 end when the Subscription ends, except that the Client may retain copies of its own Client Data and Approved List exported before or during the wind-down period in clause 12.4.

7. Data use and improvement of the Services

7.1 Service Data. Service Data is owned by FundTensor. The Client grants FundTensor a non-exclusive licence to use Client Data and Service Data to provide, secure, maintain, support, and improve the Platform and FundTensor's products and services.

7.2 Aggregated data. FundTensor may create, use, and retain (including after termination) aggregated or de-identified data derived from use of the Services, provided such data does not identify the Client and does not disclose the Client's Confidential Information.

7.3 LP intelligence. The Client acknowledges that information about LP firms and their personnel that is learned in the course of providing the Services — such as changes of role or employer, contact validity, allocation timing and preferences, and responsiveness — forms part of the LP Database, in respect of which FundTensor acts as an independent data controller. This clause does not permit FundTensor to disclose to any third party the Client's identity, the Client's Confidential Information, or the fact or content of any specific communication between the Client and an LP.

7.4 AI systems. The Services use artificial-intelligence systems, including models provided by third parties, to generate research, qualification assessments, and other outputs. AI-generated outputs may contain errors or omissions and are provided for the Client's evaluation; the Client should verify material facts before relying on them.

8. Confidentiality

8.1 Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party or use it other than to perform, or make use of, the Services, without the other party's prior written consent. "Confidential Information" means information disclosed in connection with these Terms that is by its nature confidential or designated as confidential, including business plans, fund materials, financial information, investor lists, campaign data, and technical information.

8.2 Clause 8.1 does not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law, regulation, or order of a court or authority.

8.3 Nothing in clause 8.1 restricts FundTensor's rights under clauses 7.2 and 7.3, provided their conditions are met.

8.4 The obligations in this clause survive termination for 5 years.

9. Data protection

9.1 Each party shall comply with its obligations under applicable data protection legislation, including the UK GDPR, the Data Protection Act 2018, and, where applicable, the EU GDPR.

9.2 To the extent FundTensor processes personal data on behalf of the Client in connection with the Services, the Client is controller and FundTensor is processor, and the DPA applies to that processing.

9.3 The Client acknowledges that the LP Database constitutes FundTensor's own data asset, compiled independently from publicly available sources and FundTensor's own research, and that FundTensor processes that data as an independent data controller in its own right. FundTensor's privacy policy at fundtensor.com/privacy describes that processing.

9.4 FundTensor shall notify the Client without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach affecting personal data processed on the Client's behalf.

9.5 FundTensor maintains suppression mechanisms. A contact who opts out of a Client's outreach is permanently suppressed from that Client's campaigns. A contact who asks for their details to be removed from FundTensor's database, or who objects to FundTensor's processing (including via FundTensor's privacy contact or EU representative), is permanently suppressed across the Platform.

10. Third-party platforms

10.1 The Services depend on third-party platforms and services, including LinkedIn, outreach infrastructure providers, payment processors, hosting providers, and AI model providers. FundTensor does not control these platforms and is not responsible for their availability, performance, or decisions.

10.2 LinkedIn. The Client acknowledges that: (a) LinkedIn's terms of service restrict certain automated activity; (b) connecting an account and conducting outreach through the Platform carries a risk of restriction or suspension of that account by LinkedIn; and (c) FundTensor operates conservative sending practices designed to reduce this risk but gives no warranty that restriction will not occur. The Client (and each Connected Account holder) accepts this risk. FundTensor shall not be liable for any restriction, limitation, or suspension of a Connected Account or for any consequences thereof.

10.3 No availability commitment is given for the Platform. FundTensor will use reasonable endeavours to keep the Platform available and to notify the Client of planned maintenance and to resolve unplanned outages promptly.

11. Warranties, disclaimers, and liability

11.1 Our warranties. FundTensor warrants that it will perform the Services with reasonable skill and care and in compliance with applicable law.

11.2 Disclaimers. Except as expressly stated in these Terms, the Services are provided "as is" and all other warranties, conditions, and terms implied by law are excluded to the fullest extent permitted. Without limitation, FundTensor does not warrant or guarantee: (a) any investment outcome, meeting, reply, fund closing, or capital commitment; (b) the quality, suitability, or investment capacity of any LP; (c) the completeness or accuracy of any data in the LP Database or of any AI-generated output (FundTensor uses reasonable endeavours to maintain data quality but does not warrant that all data is complete, current, or error-free); or (d) that the Services will achieve any particular fundraising result.

11.3 Liability cap. Subject to clause 11.5, FundTensor's total aggregate liability to the Client under or in connection with these Terms shall not exceed the total fees paid by the Client to FundTensor in the 12-month period immediately preceding the event giving rise to the liability.

11.4 Excluded losses. Subject to clause 11.5, neither party shall be liable to the other for any indirect, consequential, special, or punitive loss, or for any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of data, or any failed, delayed, or diminished fundraise, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise. FundTensor shall additionally have no liability for: losses arising from the acts or omissions of third-party platforms (including LinkedIn account restrictions under clause 10.2); or losses arising from the Client's reliance on data or AI-generated outputs contrary to clause 11.2(c).

11.5 Carve-outs. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law; or (d) the Client's obligation to pay fees.

11.6 Client indemnity. The Client shall indemnify FundTensor against losses, claims, and expenses arising from: (a) the content of the Client's Outreach Materials and fund materials; (b) the Client's breach of financial promotion, securities marketing, or data protection rules applicable to the Client; or (c) the connection of any account to the Platform without the account holder's authority.

12. Term, suspension, and termination

12.1 These Terms apply from the date of acceptance and continue until the Subscription is cancelled or terminated.

12.2 Either party may terminate immediately by written notice if the other: (a) commits a material breach incapable of remedy; (b) commits a material breach and fails to remedy it within 14 days of written notice; or (c) becomes insolvent or enters administration. FundTensor may also terminate immediately if the Client fails to pay any undisputed amount within 30 days of its due date, or if the Client becomes subject to regulatory action that, in FundTensor's reasonable opinion, creates a material risk to FundTensor.

12.3 FundTensor may suspend access immediately where reasonably necessary to protect the Platform, other clients, the LP Database, or Connected Accounts, or where required by law, giving notice as soon as practicable.

12.4 Effect of termination. On termination or expiry: (a) the Client's access to the Platform ends and all accrued fees remain payable; (b) for 30 days, FundTensor will on request provide the Client with an export of its Client Data, Approved List, and conversation records held on the Platform; (c) the Client's licence to the LP Database ends and the Client shall not retain or use LP Database content except as contained in its own conversation records and Approved List export; (d) FundTensor will delete or return personal data processed on the Client's behalf in accordance with the DPA; and (e) clauses 3, 6, 7.2, 7.3, 8, 9, 11, 12.4, and 13 survive.

13. General

13.1 Variation. FundTensor may update these Terms by giving not less than 30 days' notice (by email or in-Platform notice). Changes apply from the Client's next billing period after the notice period; continued use constitutes acceptance. Material changes will be highlighted.

13.2 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of third-party telecommunications or platforms and cyberattack. If such an event continues for more than 60 days, either party may terminate by written notice.

13.3 Assignment. The Client may not assign these Terms without FundTensor's prior written consent. FundTensor may assign these Terms to any entity that acquires all or substantially all of its business or assets.

13.4 Notices. Notices shall be in writing and sent by email — to FundTensor at support@fundtensor.com, and to the Client at the email address of its Workspace administrator.

13.5 Entire agreement. These Terms (together with the DPA and any written order form) constitute the entire agreement between the parties in respect of their subject matter.

13.6 Waiver; severability; third parties. No failure to exercise a right constitutes a waiver. If any provision is unenforceable, the remainder continues in force. No person other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

13.7 Disputes. The parties shall first attempt to resolve any dispute through good-faith discussion between senior representatives for a period of 30 days.

13.8 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.