Terms of Use

Caplia Technologies Ltd

Effective date: 13th December, 2025.

These Terms of Use govern access to and use of the Caplia platform, products, services and related software (together, the "Platform") operated by Caplia Technologies Ltd ("Caplia", "we", "us", "our").

By creating an account, paying for access, or using the Platform in any capacity as a founder, investor or representative thereof ("User", "you", "your"), you agree to be legally bound by these Terms of Use. If you do not agree, do not access or use the Platform.

1. Nature of the Platform

1.1 Caplia is a software platform that enables founders to organise, present and manage fundraising information, and enables investors to screen, analyse and manage deal flow.

1.2 Caplia provides tools including but not limited to AI-driven data processing, scoring outputs, narrative tools, dashboards, document management, messaging, and analytics.

1.3 Caplia does not:

• provide investment advice, financial advice, legal advice or tax advice

• make investment recommendations or endorsements

• act as a broker, arranger, advisor, fiduciary or agent

• hold, transmit or safeguard client money, assets or securities

• negotiate, execute or complete investments
  
  

1.4 All investment activity occurs off-platform and entirely between users.

1.5 Caplia does not introduce, match, arrange, broker or negotiate investments between users.

2. Regulatory Status and Risk Warning

2.1 Caplia is not authorised or regulated by the Financial Conduct Authority or any other regulatory body.

2.2 The Platform is a technology and information service only.

2.3 All investments are made at your own risk. You acknowledge that:

• investments in private companies are high risk

• you may lose all capital invested

• past performance, scores or signals are not indicators of future performance
  
  

2.4 You are solely responsible for conducting your own due diligence and obtaining independent professional advice where required.

2.5 Caplia does not receive transaction based compensation, success fees, commissions or carried interest of any kind.

3. Eligibility, Accounts and Global Use

3.1 You must be at least 18 years old and have legal capacity to enter into a binding contract.

3.2 The Platform is offered globally. You are responsible for compliance with all local laws, regulations, securities rules and export controls applicable to you.

3.3 You represent and warrant that your use of the Platform does not violate any applicable laws in your jurisdiction.

3.4 You represent and warrant that all information you provide is accurate, complete and not misleading.

3.5 You are responsible for maintaining the confidentiality of your login credentials and all activity on your account.

3.6 Caplia may suspend, restrict, modify or terminate accounts at its sole discretion, with or without notice.

4. Paid Access, Fees, Multi Seat Use and No Refunds

4.1 Access to the Platform is provided on a paid subscription or usage basis.

4.2 Fees are payable in advance as stated at the point of purchase.

4.3 All payments are non-refundable, including but not limited to cases of non-use, dissatisfaction, feature changes, account suspension or termination.

4.4 Founder and investor accounts may include multi seat access. The account holder is responsible for all authorised users and their conduct.

4.5 Caplia may change pricing, plans, seat limits or features at any time.

5. Founder-Specific Terms

5.1 Founders are solely responsible for:

• the accuracy and completeness of all uploaded materials

• ensuring they have rights to share all submitted content

• compliance with applicable laws when fundraising
  
  

5.2 Caplia does not verify the truthfulness of founder-provided information.

5.3 Any scores, signals, labels or statuses (including "verified"):

• are informational only

• are not endorsements

• do not guarantee fundraising outcomes

6. Investor-Specific Terms

6.1 Investors acknowledge that:

• Caplia does not assess suitability of investments

• Caplia does not validate founder claims

• all screening outputs are tools, not advice
  
  

6.2 Investors are solely responsible for investment decisions, structuring, execution and compliance.

6.3 Caplia does not provide personalised investment advice, recommendations or suitability assessments, even where outputs are generated using user specific data.

7. AI, Scores, Outputs and Beta Services

7.1 The Platform uses automated systems, algorithms and artificial intelligence.

7.2 Outputs including scores, insights, recommendations, narratives and statuses:

• are generated based on available data

• may be incomplete, inaccurate or outdated

• are not factual statements or predictions

• should not be relied upon as investment, financial or business advice
  
  

7.3 Caplia makes no representations as to accuracy, completeness or fitness for purpose of any outputs.

7.4 Certain features or the Platform as a whole may be designated as beta, early access or pre release. Beta services are experimental, may be modified or withdrawn at any time, and may contain errors or interruptions.

7.5 You accept all risks associated with beta use and acknowledge reduced reliability and availability.

8. Intellectual Property and Score Sharing

8.1 All intellectual property rights in the Platform, including software, algorithms, models, scoring methodologies, signals, outputs, branding, content and design, are owned by Caplia or its licensors.

8.2 No rights are granted except a limited, non-exclusive, non-transferable, revocable licence to use the Platform during your subscription.

8.3 You retain ownership of your submitted content, but grant Caplia a worldwide, royalty-free licence to host, store, process, analyse and generate derivative outputs from such content.

8.4 Scores, profiles and outputs may be shared publicly by users. Caplia is not responsible for downstream use, interpretation or reliance by third parties.

8.5 You may not copy, reverse engineer, extract, scrape or reproduce any part of the Platform or scoring logic.

9. Confidentiality and Data

9.1 Caplia does not guarantee confidentiality between users.

9.2 Any NDAs or confidentiality arrangements are between users only.

9.3 Caplia is not responsible for unauthorised disclosure of information by users.

10. Prohibited Use and Content Control

You must not:

• upload unlawful, misleading or infringing content

• misuse or attempt to manipulate scores or systems

• access the Platform for competitive intelligence or reverse engineering

• interfere with Platform security or availability
  
  

Caplia reserves unilateral rights to remove, restrict, suppress, re score, de list or modify any content, profile, score or account at its sole discretion, without notice.

11. Disclaimers

11.1 The Platform is provided "as is" and "as available".

11.2 To the fullest extent permitted by law, Caplia disclaims all warranties, express or implied, including merchantability, fitness for purpose and non-infringement.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, Caplia shall not be liable for any:

• loss of capital or investment losses

• loss of profits, revenue, data or opportunity

• indirect, consequential or economic loss
  
  

12.2 Caplia’s total liability, if any, shall not exceed the fees paid by you in the preceding 12 months.

13. Indemnity

You agree to indemnify and hold harmless Caplia, its directors, officers and employees against all claims, losses and liabilities arising from:

• your use of the Platform

• your content

• your investment activities

• your breach of these Terms

14. Termination

14.1 Caplia may terminate or suspend access at any time without notice.

14.2 Upon termination, all licences granted to you immediately cease.

15. Amendments

Caplia may amend these Terms at any time. Continued use constitutes acceptance.

16. Governing Law, Jurisdiction and Dispute Resolution

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

16.2 Any dispute arising out of or in connection with these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts of England and Wales, except where arbitration is elected under clause 16.4.

16.3 You agree that any claims must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

16.4 Where permitted by law, Caplia may elect to resolve disputes through confidential, binding arbitration in London under the rules of the London Court of International Arbitration. This election may be made on a case by case basis at Caplia’s discretion.

17. Contact

Caplia Technologies Ltd Email: hello@caplia.ai Website: www.caplia.ai.

By using Caplia, you acknowledge that you understand and accept these Terms in full.