User Agreement for Advisers
This User Agreement (“Agreement”) is a contract between You, as an adviser using the Platform, and Capitalex, as the owner of the Capitalex platform (the “Platform”).
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: “Website Terms & Conditions of Use” and “Privacy Policy”. These agreements are collectively, with this Agreement, called the “Terms of Service”. These Terms of Service set out the terms under which You may use the Platform.
Please read this Agreement carefully as it contains important information regarding your legal rights and obligations.
Capitalex may, in its sole discretion, modify or amend this Agreement (“Amendments”) at any time by posting a revised version on the Platform at https://capitalex.co.uk/adviser-terms. Amendments will be effective from the day they are posted on the Platform, except that changes to fees take effect only after the notice described in this Agreement. Any subsequent use by You of the Platform following Amendments shall constitute your acceptance of all such Amendments.
If You do not accept the Terms of Service in their entirety, You must not access or use the Platform.
In agreeing to the Terms of Service You do so on behalf of the advisory firm You represent (the “Firm”), and You represent and warrant that You have the authority to bind the Firm to the Terms of Service.
1. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
- Account: the Firm’s adviser account on the Platform, held by its Master User;
- Capitalex or We/Us/Our: means Capitalex Limited, a limited company registered in England under number 08990469, whose registered address is at 4 Aztec Row, Berners Road, Islington, London, United Kingdom, N1 0PW;
- Client Company: a company whose Profile You list or manage on the Platform;
- Credits: the number of Company Profiles the Account may manage at any one time, as shown in your Plan;
- Free Trial: the free period at the start of an Account that signed up online, as described in clause 4;
- Investor: an investment firm or professional investor with access to the Platform;
- Master User: the user who holds the Account and is responsible for its Plan and fees;
- Plan: the Account’s billing method (card payments through Stripe, invoice (“Manual Pay”) or complimentary), Subscription Fee, billing interval, Credits and recommendation limit, as agreed with Capitalex or chosen at sign-up;
- Platform: the online platform provided by Us at capitalex.co.uk that displays Companies and enables Investors to connect with them;
- Profile: a profile of a Client Company listed on the Platform;
- Recommendation: a recommendation of a Live Profile made by You to an Investor through the Platform;
- Sub-user: a colleague at the Firm added to the Account by Capitalex at the Master User’s request;
- Subscription Fee: the fee for the Plan, payable monthly or annually, plus VAT;
- You: the Master User or a Sub-user, as the context requires.
2. Your Account
2.1. The Master User is responsible for the Account, its Plan and its fees, and for making sure that Sub-users comply with this Agreement.
2.2. Sub-users share the Account’s Plan, Credits, recommendation limit and Profiles, and are restricted whenever the Account is restricted under clause 5.
2.3. You must keep your sign-in details confidential and tell Us at team@capitalex.co.uk straight away if You think someone else has used them.
3. Acting for Client Companies
3.1. You confirm that each Client Company has authorised You to list and manage its Profile, to respond to introduction requests on its behalf, and to agree to the Capitalex User Agreement for Companies (the “Company Agreement”) on its behalf.
3.2. When You first submit a Profile for approval You accept the Company Agreement on behalf of the Client Company, and You will make the Client Company aware of it. You will comply with the Company Agreement as the Client Company’s agent, including its obligations about the accuracy of the Profile, keeping it up to date and the information of the people named in it.
3.3. You may invite people from a Client Company to join its Profile. When an introduction request is accepted, the names, job titles and email addresses of the Profile’s users, including You, become visible to the Investor’s users.
3.4. You may manage up to the number of Profiles allowed by your Credits. Capitalex may agree to increase your Credits, which may change your Subscription Fee.
4. Free Trial
4.1. Accounts that sign up online receive a Free Trial of one month with up to 3 Profiles, unless Capitalex agrees otherwise.
4.2. Recommendations to Investors are not available during the Free Trial.
4.3. To continue after the Free Trial You must add a payment card (or agree another Plan with Capitalex). If You do not, the Account becomes read-only at the end of the Free Trial: You can still see your Profiles and introductions, but cannot add, edit or submit Profiles, answer introduction requests or make Recommendations. Live Profiles stay visible to Investors.
5. Fees and Payment
5.1. You will pay the Subscription Fee for your Plan, plus VAT, monthly or annually in advance. The standard prices are shown on the Platform in your account profile;
5.2. Card payments are taken by Stripe on a recurring basis. Your card details are held by Stripe and are never stored by Capitalex. You can update your card, download invoices or cancel through the billing page on the Platform.
5.3. Manual Pay: Capitalex will invoice You and invoices are payable within 30 days.
5.4. Capitalex may offer a complimentary Plan at its discretion, and may end it on 30 days’ notice.
5.5. Capitalex will give You at least 30 days’ notice by email of any change to your Subscription Fee.
5.6. If a card payment fails, Stripe will try again over approximately two weeks and You will keep full access in that time. If payment is not received, or a Manual Pay invoice is overdue, Capitalex may make the Account (including its Sub-users) read-only as described in clause 4.3 until payment is made. Live Profiles stay visible to Investors.
5.7. There are no success or introduction fees to You for investments made through the Platform.
6. Cancellation
6.1. You may cancel a card subscription at any time through the billing page. Cancellation takes effect at the end of the period You have paid for, and there are no refunds for part periods.
6.2. A Manual Pay or complimentary Plan may be ended by either party on 30 days’ written notice.
6.3. When a Plan ends, the Account becomes read-only. You may ask Capitalex to remove the Profiles You manage or to transfer them to the Client Company.
7. Recommendations
7.1. You may recommend Live Profiles that You manage to Investors on the Platform, with a short note. Each Profile may be recommended to up to the Investor limit specified in your Plan in each calendar month.
7.2. Recommendations show your name and the Firm’s name. They must be accurate and not misleading, and must not contain an invitation or inducement to engage in investment activity unless You are permitted to make it. Capitalex may remove any Recommendation.
8. Your Content
8.1. You grant Capitalex a non-exclusive, royalty-free licence to host, display and adapt the content You submit (including Profiles, logos and pitch decks) for the purpose of operating the Platform.
8.2. You confirm that You have the right to provide that content and that it does not infringe anyone else’s rights.
8.3. Capitalex may use information on the Platform, including information in Profiles and how the Platform is used, to produce aggregated, anonymised statistics and reports (for example, the number of companies raising investment by sector and region), and may share them with third parties such as government bodies, research partners and data customers. These statistics and reports will not identify any company, investor or person.
9. Disclaimer and Regulatory Responsibility
9.1. The Platform is an introduction-only service. Capitalex does not provide advice of any nature and does not make investment recommendations.
9.2. You are responsible for complying with any regulatory obligations that apply to You and the Firm, including the rules on financial promotions, when using the Platform.
9.3. The Content made available on the Platform, including a Profile, is not intended to be a financial promotion within the meaning of the Financial Services and Markets Act 2000 and is not an offer to the public.
10. Suspension and Termination
10.1. Capitalex may suspend or close the Account, or remove any Profile or Recommendation, if You materially breach this Agreement, the Company Agreement or the Website Terms & Conditions of Use, or if required by law.
11. Our Liability
11.1. To the fullest extent permissible by law, We accept no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Platform or the use of or reliance upon any Content included on the Platform.
11.2. We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
11.3. Subject to clause 11.4, Our total liability to You in connection with this Agreement in any period of 12 months shall not exceed the fees paid by You to Us in that same period.
11.4. Nothing in this Agreement excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
12. Privacy and Data Protection
12.1. Use of the Platform is also governed by Our Privacy and Cookies Policy, available from https://capitalex.co.uk/privacy. This policy is incorporated into this Agreement by this reference.
12.2. All personal information that We may use will be collected, processed, and held in accordance with the UK GDPR and the Data Protection Act 2018, in each case as amended, including by the Data (Use and Access) Act 2025.
13. Law and Jurisdiction
13.1. This Agreement, and the relationship between You and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
13.2. Any disputes concerning this Agreement, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.