Undo Capital Terms of Service
Last updated: 28 June 2026
1. About these terms and who we are
1.1 Who we are
Undo Capital is a software platform that helps UK companies prepare and manage early-stage equity and tax-relief paperwork. The platform is owned and operated by Undo Capital Ltd (“Undo Capital”, “we”, “us” and “our”), a company registered in England and Wales under company number 15278949, with its registered office at 124 City Road, London, England, EC1V 2NX.
Undo Capital is a software platform. It is not a law firm, a firm of accountants, a tax adviser or a financial adviser, and it is not regulated as any of these. Section 3 explains what this means for you, and we ask you to read it carefully.
To contact us, email info@undocapital.com
1.2 When these terms apply
These terms of service (the “Terms”) apply when you create an account and use any of the features, products, tools or services we make available on our platform (together, the “Services”). By creating an account, or by using the Services, you confirm that you have read, understood and accepted these Terms, together with our Privacy Policy and any other notices we publish or send to you. A contract comes into existence between you and us at that point.
If you do not accept these Terms, you must not use the Services.
1.3 Business users
The Services are intended solely for business users and not for consumers. You access and use the Services for purposes relating to your business, trade or profession, and not as a consumer under applicable consumer protection law. This applies from the point you register as an individual, even before you add a company.
You may register an account as an individual. To purchase or use paid Services, you must add a company to your account. When you add a company and purchase Services on its behalf, you confirm that:
- you are acting in the course of your business, trade or profession;
- you have authority to bind that company to these Terms; and
- the company, and not you personally, is our customer in relation to those Services.
References to “you” in these Terms include that company where applicable.
1.4 Changes to these terms
We may change these Terms from time to time. We will post the current version on our website and update the date above. We may not separately notify you of every change, so please check these Terms from time to time. If you continue to use the Services after a change takes effect, you are treated as having accepted the change.
2. The Services
The Services we currently provide include:
- SEIS/EIS Advance Assurance: tools to prepare a SEIS or EIS Advance Assurance application, an automated eligibility checker, automated validation that flags potential issues, a completeness check, and submission of the application to HMRC where you appoint us as your agent. Section 4 sets out our role in full.
- Cap table management: tools to record and manage your company’s share capital, shareholders and related information.
- Data Room: tools to store documents and to share them, and grant access, to third parties you choose.
- Document generation: tools to generate documents from your inputs and from templates we provide.
To provide the Services we retrieve publicly available company information, including articles of association, from Companies House, and we use an electronic signature feature for signing the agent authorisation letter described in section 4.
We add to and change the Services over time. Some features are still in development and are not part of the current Services. We do not warrant that any planned feature will be released.
3. No legal, tax, accounting or financial advice
The Services are software tools. They are not advice and must not be relied on as advice.
Nothing we provide, including any document, template, eligibility check, validation flag, risk estimate, calculation, prompt, guidance text or output of any kind, is legal, tax, accounting or financial advice, and none of it creates a professional adviser relationship between us and you. We do not assess the merits of your transaction, your eligibility for any relief, or whether any document is suitable for your circumstances.
You are responsible for deciding whether the Services are suitable for your needs, for the accuracy and completeness of the information you provide, and for the documents and applications you produce using the Services. We strongly recommend that you take your own independent legal, tax and accounting advice before you rely on anything produced using the Services.
We are not authorised by the Financial Conduct Authority. We do not give financial advice, we do not arrange or promote investments, and we do not approve or communicate financial promotions.
4. SEIS/EIS Advance Assurance and our role as your agent
This section governs the Advance Assurance Service and our role when we submit an application to HMRC on your behalf. It applies in addition to the rest of these Terms.
4.1 What we do
We provide software that helps you prepare an Advance Assurance application from the information you enter. Where you instruct us to, and where you have signed the agent authorisation letter, we submit that application to HMRC as your named agent and correspond with HMRC about that application.
Before we submit, we carry out a brief completeness check. This means we check that the application appears complete and that the expected information and documents are present. We may highlight apparent gaps and ask you to supply missing information. The completeness check is an administrative check only. It is not a review of your eligibility, of the merits of your application, or of whether the information you have given is true, accurate or sufficient.
4.2 What we do not do
We do not advise you on your eligibility for SEIS or EIS, on the contents of your application, or on your transaction. We do not verify the truth, accuracy or completeness of the information or documents you provide. We do not act as your tax agent for any purpose other than the specific Advance Assurance application you instruct us to submit.
4.3 Eligibility checker, validation flags and risk estimates
Any eligibility result, validation flag, status indicator or rejection-risk estimate the platform shows you is generated automatically from the information you enter. It is indicative only. It is not advice, it is not a representation that your application will succeed, and you must not rely on it as either. Where the platform identifies issues with your application and you choose to submit without resolving them, you do so at your own risk and you accept any resulting delay or rejection.
4.4 Your confirmations
When you sign and submit, you confirm that the information in your application is true, complete and not misleading, that you remain responsible for the application and for obtaining independent advice where appropriate, and that you understand we provide software and agent-submission services and not tax or legal advice.
4.5 The agent authorisation letter
You appoint us as your agent by creating and signing a separate agent authorisation letter for each application. That authorisation applies only to the application for which it is given. We are not your agent for any other matter, application or dealing with HMRC unless you sign a further authorisation.
4.6 No guarantee of outcome
Advance Assurance is granted at HMRC’s sole discretion. We do not guarantee any outcome, and we are not responsible for HMRC’s decision, for any delay, or for any consequence of a refusal, withdrawal or later challenge by HMRC.
5. Documents generated on the platform
Documents you generate using the Services are produced from your inputs and from standard templates. They are tools to help you, and they are provided as they are. They are not tailored legal advice and may not be suitable for your particular circumstances.
You are responsible for reviewing every document, for checking that it is accurate, complete and appropriate for your needs, and for taking your own legal and tax advice before you rely on, sign, file or distribute it. We are not responsible for any document once you have used it, nor for any consequence of using a document that did not suit your circumstances.
6. Your data, AI and data protection
6.1 Your data is yours
All rights in the information and content you upload to or generate on the platform remain yours. You confirm that you are entitled to provide that information to us, and that where it includes another person’s personal data you have a lawful basis to share it with us and have given any notices that person is entitled to.
6.2 Data protection
We process personal data in accordance with our Privacy Policy and applicable data protection law, including the UK GDPR and the Data Protection Act 2018. In broad terms we act as a controller in respect of your account and our relationship with you, and as a processor in respect of the personal data you upload for us to process on your instructions through the Services. Where we act as a processor, our data processing terms [link] apply and form part of these Terms.
6.3 Sub-processors
We use third parties to help us provide the Services, including Google (which provides the artificial intelligence models used in some features), Stripe (which processes payments), and DigitalOcean (which provides our hosting infrastructure).
6.4 Artificial intelligence
Some features use automated systems, including third-party artificial intelligence models, to generate text, checks, flags, estimates and draft documents. These outputs are produced by software, can be incomplete or incorrect, and are not advice. You must review them before relying on them. By using these features you agree that the information you submit may be processed by the third-party AI provider named above for the purpose of providing the Services.
7. The Data Room and sharing with third parties
The Services let you share documents with, and grant access to, third parties you choose, including investors, advisers and team members. We act for, and accept instructions from, you only. We do not act for any third party you give access to, and we owe them no duty in connection with the Services.
You are responsible for deciding what to share and with whom, for the content of anything you share, and for the access you grant and remove. We are not responsible for any use a third party makes of anything you share with them.
8. Acceptable use
You must not use the Services unlawfully, in breach of any third party’s rights, to upload anything you are not entitled to share, to introduce harmful code, to attempt to gain unauthorised access to the platform, or to copy, resell or compete with the Services. We may suspend or restrict your access if we reasonably believe you are in breach of this section.
9. Your responsibilities and warranties
You confirm that the information you provide to us is true, accurate, complete and not misleading, that you keep it up to date, that you have authority to enter into these Terms, and that you will use the Services in accordance with these Terms and applicable law. You are responsible for keeping your account credentials secure and for all activity under your account.
10. Fees and payment
Fees are set out on our website or as otherwise notified to you, and are payable through our payment processor, Stripe. Paid plans are billed in advance. All fees are non-cancellable and non-refundable. There is no cooling-off period.
Where a plan renews, it renews automatically for a further term unless you cancel before the renewal date in line with the cancellation method we make available. We may change our fees, and we may apply the changed fees on renewal. We will make the applicable fees available before the renewal takes effect, and your renewal at the changed fee is your acceptance of it.
If we do not receive payment when due, we may suspend or terminate your access to paid Services.
11. Intellectual property
The platform, the Services, our templates and all intellectual property in them remain ours or our licensors’. We grant you a non-exclusive, non-transferable right to use the Services and the documents you generate for your own business purposes for as long as these Terms are in force. You keep ownership of your own data and of the completed documents you generate from your inputs. You must not copy, modify, distribute or create derivative works from the platform or our templates except as the Services allow.
12. Confidentiality
Each of us will keep the other’s confidential information confidential and use it only to perform these Terms, except where disclosure is required by law or by a regulator. This does not apply to information that is public through no breach of these Terms, or that a party already held or developed independently.
13. Term, suspension and termination
These Terms apply for as long as you have an account. You may close your account at any time, subject to clause 10 (fees remain non-refundable). We may suspend or terminate your access if you breach these Terms, if you fail to pay, or if we are required to do so by law.
On termination your right to use the Services ends. We will make your data available for export for a reasonable period after termination, after which we may delete it in line with our Privacy Policy and our legal obligations.
14. Disclaimers and limitation of liability
14.1 The Services are provided as they are
We provide the Services using reasonable skill and care, but we do not warrant that they will be uninterrupted, error-free, or that any output will be accurate, complete or fit for a particular purpose. We do not currently offer a service-level or uptime commitment. To the extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded.
14.2 Heads of loss we exclude
To the extent permitted by law, we are not liable, whether the loss is direct or indirect and however it arises, for any of the following:
- loss of investment;
- loss of funding;
- loss of opportunity;
- loss of profit;
- loss of goodwill;
- loss of business;
- loss of anticipated savings;
- loss of, or refusal, withdrawal or clawback of, any tax relief.
We are also not liable for any other indirect or consequential loss, however arising.
14.3 Cap on our liability
To the extent permitted by law, our total liability to you arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the total fees you paid to us in the twelve months immediately before the event giving rise to the claim.
14.4 What we do not exclude
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
15. Complaints
If you are unhappy with the Services, please contact us at info@undocapital.com and we will try to resolve the matter.
16. General
These Terms are the entire agreement between us in relation to the Services and replace any earlier understanding. A failure to enforce a term is not a waiver of it. If any term is found to be unenforceable, the rest of these Terms continue to apply. You may not transfer your rights or obligations under these Terms without our consent. We may transfer ours to a member of our group or in connection with a reorganisation or sale of our business.
A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999, except that a member of our group may enforce them.
We are not liable for any failure or delay caused by events outside our reasonable control.
These Terms, and any dispute arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
