About

Terms and Conditions

Last updated: 4 April 2026

1. About these terms

1.1 Who we are

These terms and conditions ("Terms") are entered into between Shareflo Ltd, a company registered in England and Wales under company number 17005740, whose registered office is at 124 City Road, London, EC1V 2NX ("Shareflo", "we", "us", "our"), and the entity agreeing to them ("you", "your", the "Customer").

1.2 What these Terms cover

These Terms govern your access to and use of the Shareflo website at www.shareflo.co.uk (the "Website"), the Shareflo platform (the "Platform"), and all related services, features and tools we make available, including our AI assistant and any application programming interfaces (collectively, the "Services").

1.3 By using the Website or Services you agree to these Terms

By accessing the Website, creating an account, or using any part of the Services, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the Website or Services.

1.4 Business use only

The Services are intended for use in the course of business, trade, or profession. By agreeing to these Terms, you confirm that you are acting as a business ("trader") and not as a consumer within the meaning of the Consumer Rights Act 2015. The consumer protection provisions of that Act and related legislation do not apply to your use of the Services.

1.5 Authority to bind

Where you use the Services on behalf of a company, partnership, or other legal entity (a "Company"), you confirm that you have the authority to enter into these Terms on that entity's behalf. The Company will be our Customer and not you personally, and all rights and obligations under these Terms will apply to the Company.

1.6 Changes to these Terms

We may update these Terms from time to time. Where we make material changes, we will give you at least 30 days' notice by email or through the Platform before the changes take effect. Your continued use of the Services after such notice constitutes acceptance of the updated Terms. If you do not agree to the changes, you may terminate your account before they come into effect in accordance with section 13.

2. Definitions

In these Terms, unless the context requires otherwise:

"Account" means the account created by you to access the Platform.

"Authorised Users" means the individuals you authorise to access and use the Platform on behalf of the Customer, including any Company administrators, directors, or other personnel.

"Customer Data" means all data, information, and materials that you or your Authorised Users upload, enter, or otherwise provide to the Platform, including but not limited to stakeholder details, shareholdings, instrument configurations, vesting schedules, and company information.

"Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any successor legislation, all as amended from time to time.

"Fees" means the subscription fees and any other charges payable by you for use of the Services, as set out on the Website or as otherwise agreed in writing.

"Free Plan" means the free-of-charge tier of the Services, subject to the usage limits published on the Website from time to time.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Platform" means the Shareflo cloud-based cap table management application, accessible via the Website or any associated subdomain, through which the Services are delivered.

"Subscription Term" means the period for which you have subscribed to a paid plan, whether monthly or annual.

3. Access to the Website

3.1 Website availability

We do not guarantee that the Website, or any content on it, will always be available or uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of the Website for business or operational reasons. We will try to give you reasonable notice of any planned suspension or withdrawal, but we are not obliged to do so.

3.2 Your responsibility

You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of and comply with these Terms.

3.3 Website content

The content on the Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website.

Although we make reasonable efforts to update the information on the Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Website is accurate, complete, or up to date.

3.4 Third-party links

Where the Website contains links to third-party websites and resources, these are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

4. Account Registration

4.1 Creating an account

To use the Platform, you must create an Account by providing accurate, complete, and up-to-date registration information. You agree to keep your registration information current at all times.

4.2 Account security

You are responsible for safeguarding the credentials used to access your Account and for all activities that occur under your Account. You must notify us immediately at support@shareflo.co.uk if you become aware of any unauthorised use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to keep your Account credentials secure.

4.3 One Account per Company

Each Account is associated with a single Company. If you manage multiple companies, you must maintain a separate Account for each.

5. The Services

5.1 What we provide

Shareflo is a cloud-based cap table management platform. The Services include tools for managing equity instruments, recording shareholdings, tracking stakeholders, modelling vesting schedules, and related cap table administration features as described on the Website and within the Platform from time to time.

5.2 Service changes

We may update, modify, or discontinue features of the Services from time to time. Where a change materially reduces the core functionality of a paid plan during your current Subscription Term, we will give you reasonable advance notice. We will not make changes that materially reduce core functionality of a paid plan without offering you the option to terminate your subscription for that term.

5.3 AI assistant

The Platform may include an AI-powered assistant ("Flo") that can answer questions about your cap table, explain equity-related concepts, and perform certain actions on your behalf within the Platform.

You acknowledge and agree that:

(a) Flo's outputs are generated by artificial intelligence and are provided for informational purposes only. They do not constitute legal, tax, financial, or professional advice of any kind.

(b) You are solely responsible for verifying the accuracy, completeness, and appropriateness of any information or action provided or taken by Flo before relying on it or acting upon it.

(c) We do not warrant that Flo's outputs will be accurate, error-free, or suitable for any particular purpose. AI-generated content may contain inaccuracies or errors.

(d) Flo cannot and does not replace the need for independent professional advice from qualified lawyers, accountants, or tax advisers. You should always seek appropriate professional advice in relation to equity matters, share schemes, tax, and Companies House filings.

5.4 Third-party integrations

The Services may integrate with or rely on third-party services, including but not limited to payment processors (Stripe), AI platforms (Anthropic/Claude via the Model Context Protocol, and OpenAI), and public registries (Companies House). We do not control these third-party services and are not responsible for their availability, accuracy, or performance. Your use of such third-party services may be subject to their own terms and conditions.

5.5 Not a regulated service

Shareflo is not a law firm, an accountancy practice, a financial adviser, or a tax adviser. We are not authorised or regulated by the Financial Conduct Authority, the Solicitors Regulation Authority, or any comparable regulatory body. The Services are administrative tools for cap table management and do not constitute the provision of regulated activities or professional advice.

6. The Free Plan

6.1 Availability

We offer a free-of-charge plan ("Free Plan") subject to the usage limits and feature restrictions published on the Website from time to time. The Free Plan is provided at our discretion, and we reserve the right to modify the limits, features, or availability of the Free Plan at any time with reasonable notice.

6.2 No service-level commitments

The Free Plan is provided on an "as is" and "as available" basis. We make no guarantees as to uptime, performance, or support for the Free Plan. We may suspend or discontinue Free Plan access at any time and for any reason, including where we reasonably believe you are misusing the Free Plan or circumventing its intended limitations.

6.3 Applicability of these Terms

All provisions of these Terms apply to the Free Plan except those that expressly relate to payment of Fees or the Subscription Term.

7. Fees and Payment

7.1 Subscription plans

Paid plans are available on a monthly rolling or annual basis, as described on the Website. Fees are based on the number of stakeholders on your cap table, or as otherwise specified in the applicable pricing.

7.2 Payment

All Fees are payable in advance. Payment is collected via our third-party payment processor (currently Stripe). You agree to provide valid, up-to-date payment information and authorise us (or our payment processor) to charge your chosen payment method for all Fees when due.

7.3 Prices and VAT

All prices displayed on the Website are exclusive of VAT unless stated otherwise. VAT will be charged at the applicable rate where required by law and will be shown on your invoice.

7.4 Price changes

We may change our Fees from time to time. We will give you at least 30 days' written notice of any price increase before the start of your next Subscription Term. If you do not wish to accept the new pricing, you may cancel your subscription before the start of the next Subscription Term.

7.5 Auto-renewal

Subscriptions renew automatically at the end of each Subscription Term (monthly or annual, as applicable) unless you cancel before the renewal date. You may cancel auto-renewal at any time through the Platform or by contacting us at support@shareflo.co.uk. Cancellation will take effect at the end of the then-current Subscription Term.

7.6 No refunds

Except where required by law, Fees are non-refundable. If you cancel a subscription mid-term, you will retain access to the paid features until the end of the current Subscription Term, but no refund or credit will be issued for the unused portion.

7.7 Failed payments

If we are unable to collect payment, we will notify you and may suspend or restrict your access to paid features until payment is received. If payment remains outstanding for more than 14 days after the due date, we reserve the right to downgrade your Account to the Free Plan or suspend your Account entirely.

7.8 Upgrading and downgrading

You may upgrade your plan at any time, and the new pricing will apply immediately on a pro-rated basis. If you downgrade your plan, the change will take effect at the end of your current Subscription Term. To downgrade, your Account must meet the usage limits of the lower plan (for example, the maximum number of stakeholders permitted on that plan).

8. Your Obligations

8.1 Lawful use

You shall use the Services only for lawful purposes and in accordance with these Terms. You shall not use the Services in any way that breaches any applicable local, national, or international law or regulation.

8.2 Accuracy of data

You are solely responsible for the accuracy, quality, integrity, and legality of all Customer Data entered into or maintained on the Platform. Shareflo does not independently verify Customer Data and shall have no liability for any errors, omissions, or inaccuracies in Customer Data, or for any consequences arising from reliance on such data.

8.3 Compliance with laws

You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including but not limited to the Companies Act 2006, HMRC requirements relating to share schemes, and any applicable securities laws or regulations. The Services are tools to assist with administration and record-keeping; they do not ensure compliance on your behalf.

8.4 Acceptable use

You shall not, and shall not permit any Authorised User to:

(a) use the Services in any way that is unlawful, fraudulent, or harmful, or in connection with any unlawful, fraudulent, or harmful purpose or activity;

(b) attempt to gain unauthorised access to the Platform, any server, computer, or database connected to the Platform, or any other user's Account;

(d) use automated scripts, bots, or similar tools to access or interact with the Platform, except through our published APIs and integrations;

(e) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform;

(f) sublicense, resell, rent, lease, or otherwise make the Services available to any third party, except to Authorised Users as permitted under these Terms;

(g) use the Services to build a competing product or service, or to benchmark the Services against a competing product or service; or

(h) use the Services in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Services.

9. Intellectual Property

9.1 Our rights

All Intellectual Property Rights in the Platform, the Website, the Services, and any associated documentation, content, software, designs, and materials (excluding Customer Data) are and shall remain the exclusive property of Shareflo or our licensors. Nothing in these Terms grants you any right, title, or interest in or to the Platform, the Website, or the Services except for the limited right of use expressly set out in these Terms.

9.2 Licence to use the Services

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the term of your subscription (or, for the Free Plan, for so long as we make the Free Plan available to you) solely for your internal business purposes.

9.3 Your data

You retain all rights in and to your Customer Data. By uploading Customer Data to the Platform, you grant us a non-exclusive, royalty-free, worldwide licence to use, store, reproduce, and process your Customer Data solely to the extent necessary to provide the Services, comply with our legal obligations, and as otherwise permitted under these Terms.

9.4 Feedback

If you provide us with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate such Feedback into the Services without restriction or obligation to you.

9.5 Aggregated and anonymised data

We may collect, use, and publish aggregated and anonymised data derived from your use of the Services for the purposes of improving the Services, generating industry insights, and conducting research, provided that such data does not identify you, your Company, or any individual.

10. Confidentiality

10.1 Obligations

Each party shall keep confidential all information of a confidential nature obtained from the other party in connection with these Terms, and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law, regulation, or court order, or to that party's professional advisers, employees, or contractors who need to know the information for the purposes of these Terms and who are bound by obligations of confidentiality.

10.2 Exclusions

The obligations of confidentiality in this section 10 shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already in the receiving party's possession before receipt from the disclosing party; (c) is independently developed by the receiving party without reference to the disclosing party's confidential information; or (d) is received from a third party who is not under any obligation of confidentiality in respect of that information.

11. Data Protection

11.1 Definitions

In this section 11, "personal data", "data controller", "data processor", "processing", and "data subject" have the meanings given to them in the Data Protection Legislation.

11.2 Roles

You acknowledge that, in respect of any personal data contained in Customer Data, you are the data controller and Shareflo is the data processor. We will process such personal data only on your documented instructions, which shall be deemed to include the instructions set out in these Terms and any use of the Services by you.

11.3 Our obligations as processor

In our role as data processor, we shall:

(a) process personal data only to the extent, and in such a manner, as is necessary to provide the Services and in accordance with your documented instructions, unless required to do otherwise by applicable law (in which case we shall, to the extent permitted by law, inform you of that legal requirement before processing);

(b) implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage;

(c) not engage any sub-processor without your prior general written authorisation (which is hereby given, subject to us maintaining an up-to-date list of sub-processors on our Website and notifying you of any intended changes, giving you the opportunity to object);

(d) ensure that any sub-processor is bound by data protection obligations no less onerous than those set out in this section 11;

(e) taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, in fulfilling your obligations to respond to data subject requests;

(f) assist you in ensuring compliance with your obligations regarding the security of processing, notification of personal data breaches, data protection impact assessments, and prior consultation with supervisory authorities;

(g) at your choice, delete or return all personal data to you after the end of the provision of the Services, and delete existing copies unless applicable law requires storage of the personal data; and

(h) make available to you all information necessary to demonstrate compliance with our obligations under this section 11 and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, subject to reasonable notice and reasonable confidentiality obligations.

11.4 International transfers

We shall not transfer personal data outside the United Kingdom unless appropriate safeguards are in place as required by the Data Protection Legislation, including (where applicable) the use of standard contractual clauses, an adequacy decision, or another approved transfer mechanism.

11.5 Privacy policy

Our processing of personal data as a data controller (for example, information you provide when you register an Account) is described in our Privacy Policy, available on the Website. You confirm that you have read and understood the Privacy Policy.

12. Disclaimers and Limitation of Liability

12.1 Services provided "as is"

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

12.2 No guarantee of accuracy

Without limiting section 12.1, we do not warrant that:

(a) the Services will meet your specific requirements;

(b) the Services will be uninterrupted, timely, secure, or error-free;

(c) the results obtained from the use of the Services (including any AI-generated outputs) will be accurate, reliable, or suitable for any purpose; or

(d) any defects in the Services will be corrected.

12.3 Not professional advice

The Services, including any outputs of the AI assistant, and all content published on the Website (including but not limited to blog posts, articles, guides, tutorials, and educational materials) are provided for general informational purposes only and are not a substitute for professional legal, tax, accounting, or financial advice. Website content may discuss technical, regulatory, or compliance topics, but it does not constitute advice on which you should rely, and may not reflect the most current legal or regulatory developments. You acknowledge that decisions regarding equity, share schemes, cap tables, filings with Companies House, HMRC notifications, and related matters can have significant legal and financial consequences. You are solely responsible for obtaining independent professional advice as appropriate.

12.4 Exclusion of certain losses

To the maximum extent permitted by law, Shareflo shall not be liable to you for any:

(a) loss of profits, revenue, business, anticipated savings, or goodwill;

(b) loss of data (save for our obligations under section 11);

(d) any losses arising from your reliance on any output, information, or action generated or taken by the AI assistant,

whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if such losses were foreseeable or we had been advised of their possibility.

12.5 Liability cap

Subject to section 12.6, Shareflo's total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by you to Shareflo in the 12-month period immediately preceding the event giving rise to the claim. For the avoidance of doubt, if you are on the Free Plan and have paid no Fees, our total aggregate liability shall not exceed £100.

12.6 Nothing excluded

Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law.

13. Term and Termination

13.1 Term

These Terms come into effect when you first access the Website or create an Account and continue until terminated in accordance with this section 13.

13.2 Termination by you

You may terminate your Account at any time by using the account deletion function within the Platform or by contacting us at support@shareflo.co.uk. If you are on a paid plan, termination will take effect at the end of your current Subscription Term (and no refund will be issued for any unused portion).

13.3 Termination by us

We may terminate or suspend your access to the Services immediately by written notice if:

(a) you commit a material breach of these Terms and, where such breach is capable of remedy, fail to remedy it within 14 days of receiving written notice specifying the breach and requiring its remedy;

(b) you fail to pay any Fees when due and such failure continues for 14 days after we have notified you of the overdue payment;

(c) you become insolvent, enter administration, make an arrangement with your creditors, go into liquidation, or have a receiver or manager appointed over your assets; or

(d) we are required to do so by law or regulation.

We may also terminate or suspend your Account at our discretion if you are on the Free Plan, with 30 days' notice.

13.4 Effect of termination

On termination of these Terms for any reason:

(a) all rights and licences granted to you under these Terms shall immediately cease;

(b) you shall immediately cease all use of the Services;

(d) subject to section 13.5, we may delete your Customer Data in accordance with our data retention practices.

13.5 Data retrieval and deletion

Following termination, we will retain your Customer Data for a period of 30 days to allow you to request an export of your data. After this 30-day period, we will permanently delete your Customer Data from our active systems, unless we are required by law to retain it for a longer period. You may request a data export at any time before the end of the 30-day retention period by contacting us at support@shareflo.co.uk.

13.6 Survival

Sections 2 (Definitions), 9 (Intellectual Property), 10 (Confidentiality), 11 (Data Protection), 12 (Disclaimers and Limitation of Liability), 13.4 (Effect of Termination), 13.5 (Data Retrieval and Deletion), 14 (General), and 15 (Governing Law and Jurisdiction) shall survive the termination or expiry of these Terms.

14. General

14.1 Entire agreement

These Terms, together with our Privacy Policy and any order form or pricing page incorporated by reference, constitute the entire agreement between you and Shareflo in relation to the subject matter hereof and supersede all prior agreements, understandings, and arrangements between us, whether written or oral.

14.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, deemed deleted. Any such modification or deletion shall not affect the validity or enforceability of the remaining provisions of these Terms.

14.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy.

14.4 Assignment

You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, provided the assignee assumes our obligations under these Terms.

14.5 No third-party rights

These Terms do not confer any rights on any person or party other than the parties to these Terms. No third party shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

14.6 Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, power failures, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers.

14.7 Notices

All notices under these Terms shall be in writing and sent by email. Notices to Shareflo should be sent to support@shareflo.co.uk. Notices to you will be sent to the email address associated with your Account. Notices shall be deemed received on the day they are sent, provided no delivery failure notification is received.

15. Governing Law and Jurisdiction

15.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms (including non-contractual disputes or claims).

16. Contact Us

If you have any questions about these Terms, please contact us at:

Shareflo Ltd 124 City Road, London, EC1V 2NX Email: support@shareflo.co.uk Company number: 17005740