Terms of service

1. Scope and acceptance

These terms of service (the "Terms") are an agreement between the administrator of the issuers.ai service ("we", "us") and the organisation that creates a workspace or subscribes to a plan (the "Customer", "you"). The person who accepts the Terms confirms that they have authority to bind the Customer.

The Terms apply to the website issuers.ai, the application, the sample brief and all related services (together, the "Service"). By creating an account, starting a checkout or using the Service, you accept the Terms. Our privacy policy and disclaimer form part of the Terms.

The Service is intended for businesses, funds and other organisations acting in a professional capacity, not for consumers.

2. The Service

The Service is software that helps issuers of securities organise investor relations, capital raising and disclosure work. Depending on the plan, it includes an investor CRM, investor targeting, meeting briefs, offering workspaces, outreach sequences, data rooms, earnings preparation, shareholder base views from public filings, peer and market intelligence, a disclosure calendar and workflow, insider lists, hosted IR website pages, an audit trail and an AI assistant called Issuer Copilot.

The modules and limits of each plan are described on the pricing page at the time you subscribe. We improve the Service over time and may change features, provided that we do not materially reduce the core functions of a plan during a paid period.

3. Accounts and workspaces

• Each user needs their own account, confirmed with a code sent to their email address. Accounts may not be shared.
• The workspace owner and admins manage users, roles, the plan and billing. You are responsible for who you invite and what roles you give them.
• Keep sign in details confidential and tell us at [email protected] without delay if you suspect unauthorised access.
• You are responsible for all activity in your workspace, except activity caused by our breach of these Terms.

4. Plans and limits

The Service is offered in the Growth, Public and Enterprise plans. There is no free plan. Before subscribing, anyone may request one sample brief built from public data, subject to a daily limit.

Plan limits are usage limits in the billing period. AI actions, meeting briefs and new offerings count when they are created or generated, and deleting an item does not restore the quota. Seats and active data rooms count what is in use at the same time. Usage quotas reset at the start of each billing period and unused quota does not carry over. There are no unlimited AI plans.

When a limit is reached, the related action pauses until the next period or an upgrade. The rest of the workspace keeps working.

5. Subscriptions and billing

• Plans are billed monthly or yearly, in advance, in US dollars, at the prices shown when you subscribe. Yearly billing costs 50 percent less than twelve monthly payments.
• Subscriptions renew automatically at the end of each period for the same length, at the then current price, until cancelled. We tell you by email before any price change applies to your renewal.
• Payment is by card through our payment operator, with strong customer authentication. Enterprise customers on yearly billing may pay by invoice, payable within the term shown on the invoice.
• Prices exclude taxes. Where sales tax, VAT or a similar tax applies, it is added to the invoice. Invoices are available in the billing section of the app.
• Each workspace has one subscription. A workspace that already pays changes plan through billing and cannot buy a second subscription.
• If a payment fails, we retry and notify the billing contact. If payment is not made within a reasonable time, we may suspend access to paid features until the balance is paid.

6. Upgrades, downgrades and cancellation

• Upgrades. Moving to a higher plan, or from monthly to yearly billing, takes effect immediately. The difference for the rest of the current period is calculated pro rata and charged right away. New limits open once that payment succeeds. If the payment fails, the workspace stays on its current plan.
• Downgrades. Moving to a lower plan, or from yearly to monthly billing, takes effect at the end of the current paid period. No refund to the card is made for the remaining time of the higher plan. Before a downgrade takes effect, bring your usage within the lower plan limits, for example by closing data rooms or removing users.
• Cancellation. You can cancel at any time in the billing portal inside the app. The subscription then stays active until the end of the paid period and does not renew. Fees already paid are not refunded, except where the law requires it or where we terminate without cause under section 17.

7. Acceptable use

You agree not to use the Service to:

• break any law or regulation, including securities laws, market abuse rules, anti spam rules, sanctions and data protection law;
• offer or sell securities in a way that requires registration, licensing or a prospectus you do not have, or contact investors who may not lawfully receive your materials;
• send unsolicited bulk email or messages that do not identify the sender, or import contact lists you have no right to use;
• publish false or misleading information about any issuer or security, or disclose inside information selectively;
• upload malware, probe or attack the Service, bypass limits or access controls, or access other customers' data;
• scrape the Service, resell it, or use it to build a competing product;
• upload content that infringes the rights of others or that you are not allowed to share.

We may remove content or suspend accounts that break this section, as described in section 17.

8. Your content and responsibility

You keep all rights in the data, documents and messages you put into the Service ("Customer Content"). You give us a limited right to host, process, transmit and display Customer Content only as needed to provide the Service to you, to keep it secure and to comply with law.

You are solely responsible for Customer Content and for everything you publish, file, send or share using the Service, including announcements, IR website pages, data room documents, emails to investors and talking points. This includes its accuracy, its compliance with securities laws, listing rules and disclosure duties, the timing of disclosure, and your right to use the personal data of investors and contacts you store. You confirm that you have a lawful basis for that personal data and that you give the notices the law requires.

Where we process personal data in Customer Content on your behalf, we act as your processor. Enterprise customers can sign our data processing agreement, and the same commitments apply to all plans through these Terms.

9. No advice, not a broker dealer

The Service is software only. We are not a broker dealer, placement agent, underwriter, intermediary or investment adviser, we do not place or sell securities, and we do not receive compensation based on any transaction. Nothing in the Service is investment, legal, regulatory, accounting or tax advice. Fit scores, comparables, briefs and drafts are tools for your own work and not recommendations. Market data comes from public and licensed sources, shows its source and may be delayed or contain errors. The full text is in our disclaimer.

10. AI features

AI features generate drafts and summaries from your Customer Content and public or licensed data. AI output can be inaccurate or incomplete. You must review every output before you rely on it or send it to anyone. Flags for potential material non-public information support your controls and do not decide whether information is material.

Customer Content sent to our AI model provider is used only to produce the requested output and is not used to train models. AI features are available only on paid plans and within plan limits.

11. Data, retention and deletion

• Audit trail records are kept for the retention of your plan: 12 months on Growth and 7 years on Public and Enterprise. Enterprise can export the audit trail and set retention policies.
• You can export your CRM data and download data room documents at any time while the subscription is active.
• After a subscription ends, the workspace becomes read only for 30 days so you can export your data. After that, Customer Content is deleted from active systems within 60 days and from backups on their rolling schedule, except where the law requires us to keep it.
• Billing records are kept for as long as tax and accounting law requires.
• We may use aggregated, anonymised usage statistics that do not identify you or any person to operate and improve the Service.

12. Intellectual property

We own the Service, including its software, design, documentation and brand. We give you a non exclusive, non transferable right to use the Service for your internal business purposes during the subscription. If you send us feedback, we may use it without obligation to you.

13. Availability and support

We work to keep the Service available at all times, except for planned maintenance, which we try to schedule outside business hours, and events outside our reasonable control. Enterprise includes a 99.9 percent monthly uptime commitment and priority email support with a 4 hour response time, as described in its plan. Other plans include help inside the app and email support at [email protected].

14. Disclaimer of warranties

Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, accuracy of data and non infringement. We do not warrant that the Service will be error free or uninterrupted, or that data from public or licensed sources is complete or current.

15. Limitation of liability

To the extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility;
• we are not liable for any decision you make, any disclosure you make or fail to make, any communication you send, or the outcome of any offering, investment or transaction;
• our total liability arising out of or related to these Terms is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to liability that cannot be limited by law, such as liability for fraud or wilful misconduct, or to your payment obligations.

16. Indemnity

You will defend and indemnify us against claims by third parties, including investors and regulators, arising from Customer Content, from communications you send using the Service, or from your breach of section 7, and pay the resulting costs and damages finally awarded or agreed in settlement.

17. Suspension and termination

We may suspend access immediately if your use puts the Service, other customers or third parties at risk, breaks the law or section 7, or if payment is overdue. We will tell you why and restore access once the issue is resolved.

Either party may terminate these Terms for material breach that is not cured within 30 days after written notice. We may also end the Service for all customers or a plan with at least 90 days notice, in which case we refund the prepaid fees for the period after termination. You may stop using the Service at any time by cancelling as described in section 6.

Sections that by their nature should survive termination, including 8, 9, 14, 15, 16 and 19, survive.

18. Changes to these terms

We may update these Terms. Material changes are announced to workspace owners by email at least 30 days before they take effect, except where a change is required by law sooner. The new Terms apply from the start of your next billing period. If you do not agree, cancel before the renewal.

19. General terms

• These Terms are the entire agreement about the Service and replace earlier discussions. Order forms or purchase orders do not change them unless we agree in writing.
• These Terms are governed by the law that applies to the administrator of the issuers.ai service, without regard to conflict of law rules, and disputes go to the competent courts of that place, unless mandatory law gives you another forum.
• If any provision is unenforceable, the rest stays in force and the provision is replaced by the closest enforceable one.
• A failure to enforce a right is not a waiver of it.
• You may not assign these Terms without our consent. We may assign them in connection with a reorganisation or sale of the Service, with notice to you.
• Neither party is liable for delays caused by events outside its reasonable control.
• Notices to you go to the email address of the workspace owner. Notices to us go to [email protected].

20. Contact

Questions about these Terms go to the administrator of the issuers.ai service at [email protected].