Terms of Service

1. Who we are and what these terms cover

These Terms of Service (“Terms”) are a legal agreement between you and Profui Ltd, a company registered in England and Wales (company number 08843526), whose registered office is at Silverstream House, 4th Floor, 45 Fitzroy Street, Fitzrovia, London, England, W1T 6EB (“Profui”, “we”, “us”). They govern your access to and use of the Profui application, the website at profui.com, and related services (together, the “Service”).

By creating an account, subscribing to a paid plan, or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and “you” refers to that organisation.

2. The Service

Profui is a software tool for recording and managing capitalisation tables and equity records. It helps you maintain a structured, auditable history of shares, options, convertible instruments, stakeholders and related events.

Profui is a record-keeping tool only. It is not a substitute for professional advice and does not provide legal, financial, tax, accounting or investment advice. It does not make any statutory or regulatory filings on your behalf. You are responsible for the accuracy of the information you enter and for meeting your own legal, tax and filing obligations.

3. Accounts and eligibility

• You must provide accurate account information and keep it up to date.
• You are responsible for safeguarding your login credentials and for all activity under your account. We strongly recommend enabling multi-factor authentication.
• You must be at least 18 years old and capable of forming a binding contract. The Service is intended for business use and is not directed at children.
• You may invite other users and assign them roles. You are responsible for the access you grant and for your users’ compliance with these Terms.

4. Plans, fees and billing

The Service is offered on a free plan and on paid subscription plans (currently “Pro” and “Firm”). Plan features, limits and current prices are described on our pricing and billing pages and may be updated from time to time.

• Charges are stated and billed in US dollars (USD) unless stated otherwise.
• Profui Ltd is not currently registered for VAT, so no UK VAT is added to its charges. Taxes that apply in your own jurisdiction (if any) are your responsibility, except where we are required to collect them.
• Paid plans are billed in advance on a recurring monthly basis through our payment processor, Stripe, and renew automatically until cancelled.
• The Pro plan is billed per company. The Firm plan is a flat monthly fee that includes up to a stated number of companies, with a per-company charge beyond that included amount. Quantities are based on the number of companies in your account and may adjust as you add or remove companies.
• You can cancel at any time from the billing area. On cancellation your paid features continue until the end of the current billing period, after which your account moves to the free plan. Except where required by law, fees already paid are non-refundable and we do not provide partial-period refunds.
• We may change prices or plan features. For existing paid subscriptions we will give reasonable advance notice of price increases, and changes take effect at your next renewal. Continuing to use a paid plan after a change takes effect constitutes acceptance.
• If a payment fails, we may suspend or downgrade paid features after reasonable attempts to collect.

5. Your content and your responsibilities

You retain all rights in the data and content you submit to the Service (“Customer Data”), including your cap-table records and the personal data of the stakeholders you add. You grant us a limited licence to host, process and display Customer Data solely to provide and support the Service.

Where Customer Data includes personal data of third parties (for example, your stakeholders), you act as the data controller and we act as your data processor. Our processing of that data is governed by our Privacy Policy and, for business customers, by a Data Processing Agreement available on request. You are responsible for having a lawful basis to provide that data to us and for any notices or consents required.

You are responsible for the accuracy, quality and legality of Customer Data and for keeping your own backups of anything you would not want to lose, in addition to the export tools we provide.

6. Acceptable use

You agree not to:

• use the Service unlawfully, or to store or transmit unlawful, infringing or harmful content;
• attempt to gain unauthorised access to the Service, other accounts, or our systems, or to probe, scan or test their vulnerability without our written permission;
• interfere with or disrupt the integrity or performance of the Service, including via excessive automated requests;
• reverse engineer, decompile or copy the Service except to the extent this restriction is prohibited by law; or
• resell or provide the Service to third parties except as expressly permitted by your plan (for example, an advisor managing client companies).

7. Intellectual property

The Service, including its software, design and content (excluding Customer Data), is owned by Profui Ltd or its licensors and is protected by intellectual property laws. We grant you a non-exclusive, non-transferable, revocable right to use the Service in accordance with these Terms and your plan. We welcome feedback and may use it without restriction or obligation to you.

8. Third-party services

The Service relies on third-party providers (for example, hosting, database, payment and email providers). We are not responsible for the acts or omissions of third-party services, and your use of certain features may be subject to those providers’ terms. Payment processing is handled by Stripe and is subject to Stripe’s terms and privacy policy.

9. Availability, warranties and disclaimers

We work hard to keep the Service available and accurate, but we provide it on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and we do not warrant that the Service will be uninterrupted, error-free or that records will be free from inaccuracies introduced by users.

Nothing in these Terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence or for fraud.

10. Limitation of liability

Subject to the paragraph above, and to the fullest extent permitted by law:

• we are not liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, or data; and
• our total aggregate liability arising out of or relating to the Service and these Terms is limited to the greater of (a) the total fees you paid to us for the Service in the 12 months before the event giving rise to the claim, or (b) USD 100.

You acknowledge that the Service is a record-keeping tool and that you remain responsible for verifying your records and for your own legal, tax and filing obligations.

11. Indemnity

You agree to indemnify and hold harmless Profui Ltd from claims, losses and reasonable costs arising from your Customer Data, your use of the Service in breach of these Terms, or your violation of any law or third-party right, except to the extent caused by us.

12. Suspension and termination

• You may stop using the Service and delete your account at any time.
• We may suspend or terminate your access if you materially breach these Terms, if required by law, or to protect the Service or other users, giving notice where reasonably practicable.
• On termination, your right to use the Service ends. For a reasonable period before deletion you may export your Customer Data using the tools we provide. We will delete or de-identify Customer Data in accordance with our Privacy Policy and applicable law.

13. Changes to these Terms

We may update these Terms from time to time. If we make material changes we will take reasonable steps to notify you (for example, by email or in-app notice) before they take effect. Your continued use of the Service after the changes take effect constitutes acceptance.

14. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer you may also have the benefit of mandatory protections and the right to bring proceedings in your country of residence.

15. General

• These Terms (together with the Privacy Policy and any Data Processing Agreement) are the entire agreement between you and us regarding the Service.
• If any provision is found unenforceable, the rest remains in effect.
• Our failure to enforce a provision is not a waiver.
• You may not assign these Terms without our consent; we may assign them to an affiliate or successor in connection with a reorganisation, merger or sale.
• Notices to you may be given by email or in-app; notices to us should be sent to support@profui.com.

16. Contact

Profui Ltd, Silverstream House, 4th Floor, 45 Fitzroy Street, Fitzrovia, London, England, W1T 6EB. Email: support@profui.com.