Terms of Service
Last updated 13 October 2026
The contract between teasr and everyone who uses it: advisory firms, business owners and buyers. Four clauses carry a short note in plain words because they matter most: the buyer’s confidentiality agreement (clause 8), the 12-month term and automatic renewal of adviser plans (clause 10), AI-generated content (clause 13) and the limits on our liability (clause 21).
1. About us and these terms
1.1 These terms are made by Teasr Technologies Limited, a company registered in England and Wales with company number 17430351. Our registered office is Foxglove Barn, Wellhouse Farm, Eling Hermitage, Thatcham, RG18 9UH, and our email address is hello@teasr.co.uk. teasr is not registered for VAT, so no VAT is charged.
1.2 These terms apply to everyone who uses the Platform. You agree to them when you create an account, when you buy a plan or product, and when you accept an updated version on signing in. If you use the Platform for an organisation, you agree to them for that organisation as well as for yourself, and you confirm that you are authorised to do so.
1.3 These documents also form part of our agreement with you, where they apply:
- (a) the Adviser Terms, for Advisory Firms;
- (b) the Data Processing Addendum, for Advisory Firms and Sellers who upload personal data;
- (c) the confidentiality agreement a Buyer accepts before receiving a Teaser (set out in Schedule 2), and any further confidentiality agreement signed on the Platform to receive an IM; and
- (d) the details shown at checkout when you buy.
1.4 If they conflict: the Data Processing Addendum prevails on personal data in Deal Documents; the Adviser Terms prevail on an Advisory Firm’s plan and fees; a confidentiality agreement prevails on the confidentiality of the Deal it covers; otherwise these terms prevail.
1.5 Our Privacy Policy explains how we use personal data for our own purposes. It is not part of this contract.
1.6 These terms are available in English only. We keep a copy of each version and record which version you accepted and when. You can save or print this page.
2. Definitions
2.1 In these terms:
- (a) Advisory Firm means a business that holds an adviser plan or trial and uses the Platform to prepare and run sales for its clients;
- (b) Buyer means a person or organisation with a buyer account, or anyone else who receives Deal Information through the Platform as a possible acquirer;
- (c) Consumer means an individual who buys from us for purposes wholly or mainly outside their trade, business, craft or profession;
- (d) Deal means a proposed sale of a business prepared or run on the Platform;
- (e) Deal Documents means everything uploaded to or entered on the Platform for a Deal or for an Exit Readiness Report, and every document produced on the Platform from it, including Teasers, IMs, data books, process letters and data room contents;
- (f) Deal Information means any information about a Deal, the business, the Seller or the company that carries on the business, that a Buyer or Advisory Firm receives through the Platform;
- (g) IM means an information memorandum prepared on the Platform;
- (h) Output means content produced by an AI model through the Platform;
- (i) Platform means the teasr website at teasr.co.uk and the software and services we provide through it;
- (j) Release Stage means the setting that controls who can see a Deal’s Teaser (clause 5);
- (k) Seller means the owner or owners of a business who are selling it, or selling shares in the company that carries it on, and that company. Where an Advisory Firm acts for a Seller, what these terms say the Seller may do can be done by that firm within the authority the Seller gives it on the Platform;
- (l) Teaser means the anonymised summary of a Deal prepared on the Platform; and
- (m) we, us, our and teasr mean Teasr Technologies Limited, and you means the person or organisation using the Platform.
3. What teasr is, and what it is not
3.1 teasr provides software. Advisory Firms use it to prepare and run their clients’ sales. Business owners use it to prepare their own business for sale and, on the Owner-led sale plan, to run their own sale. Buyers use it to receive and review Deals that Sellers and Advisory Firms choose to show them.
3.2 teasr is not authorised or regulated by the Financial Conduct Authority.
3.3 teasr:
- (a) gives no advice or recommendation on any transaction, on whether to buy or sell, or on any price, valuation, structure or terms;
- (b) does not negotiate, and does not act for or represent any Seller, Buyer or Advisory Firm;
- (c) holds no client money: no purchase price, deposit or other money for a transaction passes through teasr; and
- (d) receives no payment of any kind that depends on whether, when or at what price a transaction completes. Its only charges are the plan and product prices in clauses 10 and 11, and they are the same whatever happens to any Deal.
3.4 Every decision about who sees a Deal is made by the Seller, or by the Advisory Firm acting for it within the authority the Seller has given it. The Platform carries out those decisions. It does not choose recipients itself. Clause 5 describes exactly how.
3.5 A Buyer is shown a Deal only where the Seller or its Advisory Firm has released it to that Buyer. Where a Deal is released to Buyers whose own stated criteria fit it, the Platform compares records and tells the Buyer what fits the criteria the Buyer gave. It does not tell a Buyer that a Deal is suitable or that it should proceed. Each Buyer decides for itself whether to ask for more.
3.6 Any advice on a transaction comes from the Advisory Firm or other advisers a party engages. Their engagement is directly with that party, on their own terms. teasr is not a party to it and is not responsible for their advice or conduct.
3.7 Nothing on the Platform is an offer or invitation by teasr to buy, sell or subscribe for any shares or other investment.
4. Which deals may be listed
4.1 A Deal may be listed on the Platform only if it is:
- (a) a sale of a business and its assets; or
- (b) a sale of shares in a company which, alone or together with shares the buyer already holds, carry 50% or more of the voting rights in that company.
4.2 Fundraising, issues of new shares and debt instruments may not be listed or marketed on the Platform. A sale of a minority stake (shares carrying less than 50% of the voting rights) may be listed only by an Advisory Firm acting for the Seller, and nothing about it is released to anyone until the Advisory Firm has confirmed on the Platform that it is authorised by the Financial Conduct Authority, or has its own basis, for the transaction, and takes responsibility for every communication about it made through the Platform. The same applies where the stake recorded is “either”. A Seller with no Advisory Firm may list only a Deal within clause 4.1. The Platform does not prepare a Teaser where the stake recorded for sale is below 50%.
4.3 The Seller, and any Advisory Firm acting for it, confirm that each Deal they list meets this clause 4, and will tell us at once if it stops doing so. We may refuse, pause or remove a listing that does not meet it, or that we reasonably believe may not.
5. Who sees a deal
5.1 A Teaser is published only after the Seller has approved it and a Release Stage has been chosen for the Deal. The Seller, or its Advisory Firm where the Seller has given the firm that authority on the Platform, chooses the Release Stage:
- (a) Private: only the people the Advisory Firm invites by name;
- (b) My buyers: those people, and the contacts on the Advisory Firm’s own buyer list whose recorded sector, size and region fit the Deal (a contact with no criteria recorded counts as a fit); or
- (c) Open: all of those, and any verified Buyer whose own stated criteria fit the Deal (a Buyer with no criteria recorded counts as a fit).
5.2 Every Teaser must have a Release Stage chosen by the Seller or its Advisory Firm before it is published, and nothing about the Deal is shown to anyone until then. A Deal without a Release Stage is treated as Private. The Release Stage can be changed at any time.
5.3 A verified Buyer is a buyer account whose email address has been confirmed and belongs to an organisation’s own domain, not to a webmail or disposable email service. Verification is not a check of a Buyer’s identity, standing, funds or suitability, and it is not a recommendation.
5.4 Whether a Deal fits is worked out by the Platform from the sector, region and revenue band recorded for the Deal and the criteria each Buyer or contact has recorded. It is a comparison of those records, made the same way for every Deal. It is not advice to anyone.
5.5 Anyone who can see a Teaser can ask for more. Nothing further is released until the request has been approved on the Platform by the Seller or its Advisory Firm, as the Seller’s settings allow, and the Buyer has accepted the confidentiality agreement. An IM is released only once the Buyer and the Seller have both approved the same confidentiality agreement on the Platform. Data room access is given by the Seller or its Advisory Firm.
5.6 A document already released cannot be recalled. Withdrawing a Deal, or a Buyer’s access, stops further access through the Platform but does not recover copies already downloaded.
6. Your account
6.1 You must be 18 or over to use the Platform. Advisory Firm and Buyer accounts are for business use only.
6.2 You must give accurate information and keep it up to date. Keep your password and any authenticator app secure, and do not share your account: each person needs their own.
6.3 You are responsible for what is done through your account, unless it happened because we failed to keep the Platform secure. Tell us at once at hello@teasr.co.uk if you think your account has been misused.
6.4 We may refuse an account, or refuse or remove a Buyer’s verification, where we reasonably believe it is needed to protect the Platform or the people who use it.
7. Sellers and owners
7.1 When you upload or enter anything on the Platform as a Seller, you confirm, and keep confirming while it is there, that:
- (a) you own it or are entitled to provide it, and to let it be used as these terms describe;
- (b) to the best of your knowledge it is accurate and not misleading, and you will correct anything you learn is wrong;
- (c) providing it does not breach any duty of confidence, contract or law that binds you; and
- (d) the Deal meets clause 4.
7.2 You are the controller of any personal data in what you upload, such as the names, salaries or contact details of employees, customers or suppliers. You are responsible for having a lawful basis to share it, for giving the people it concerns any information the law requires, and for deciding what to upload. Leave out personal data a buyer does not need. We process it for you under the Data Processing Addendum.
7.3 Nothing about your Deal is published until you approve the Teaser. You may decline any request without giving a reason, and you may withdraw a Deal at any time, subject to clause 5.6.
7.4 Each Buyer accepts a confidentiality agreement on the Platform before receiving your Teaser (Schedule 2). The Buyer gives its undertakings in it to us in our own right and directly for the benefit of you, your company, its group companies and your Advisory Firm, each of whom may enforce them under the Contracts (Rights of Third Parties) Act 1999. We accept it in our own right, not on your behalf. We are not obliged to enforce it for you, but we will give you the acceptance records we hold (who accepted, when, from what IP address and which version) if you need them to enforce it.
7.5 If you engage an Advisory Firm on the Platform, you choose what it may decide for you, such as approving requests and choosing the Release Stage. It acts for you, not for us, and your engagement with it is directly with that firm, on its terms.
7.6 Owner profiles. If you have an Exit Readiness Report, you may choose to make an anonymous profile visible to Advisory Firms. It shows your sector, region, size band and readiness gaps, and no name. Only Advisory Firms whose stated criteria fit it can see it. Advisers on some plans see new profiles a few days earlier than others. Every adviser’s request reaches you at the same time, in random order. Advisory Firms may send you a request to talk. You see the requests together on day 7, in random order, and choose whom to talk to, or nobody. Your contact details go to an Advisory Firm only when you choose it. You can withdraw your profile at any time. teasr does not recommend advisers or act for either side. You decide whether advisers can see your profile, and you decide who you talk to.
8. Buyers
In plain words
Before you see a Teaser you accept a confidentiality agreement for the benefit of the Seller. It lasts two years. It stops you trying to work out who the Seller is and contacting the business except through its adviser, and for 12 months it stops you poaching the staff, customers or suppliers you learn about through the Deal. Breaking it ends your access, and the Seller can take you to court.
8.1 Before a Teaser is released to you, you must accept the confidentiality agreement shown to you on the Platform. Its full text (version nda-clickaccept-v3) is set out in Schedule 2 and you can read it there at any time. You give the undertakings in it to us in our own right and directly for the benefit of the Seller, its group and its Advisory Firm, each of whom may enforce them under the Contracts (Rights of Third Parties) Act 1999.
8.2 Under it you agree, among other things: to keep Deal Information confidential and use it only to consider, negotiate and complete the Deal; to share it only with representatives who need it and are bound by equal duties; not to try to identify the Seller; to contact the business only through its Advisory Firm or the person the Seller names; for 12 months, not to solicit the employees, customers or suppliers you learned of through the Deal; and to return or destroy the information on request. The agreement governs; this summary does not change it.
8.3 We record when you accept the agreement and when you open or download documents, with the time and your IP address, and we show those records to the Seller and its Advisory Firm. A Teaser you download carries your name (or, if none is recorded, your email address) and the time. A data room document carries your name, email address and IP address and the time.
8.4 You are responsible for your own investigation and advice. Nothing on the Platform is a recommendation to buy.
8.5 If you breach the confidentiality agreement or this clause 8, we may end your access at once and tell the Seller and its Advisory Firm.
8.6 Buyer access is free. There is no paid level of buyer access.
9. Advisory firms
9.1 The Adviser Terms also apply to an Advisory Firm.
9.2 An Advisory Firm confirms that:
- (a) it holds every authorisation or permission, including from the Financial Conduct Authority, that its activities require, or those activities fall within an exclusion or exemption that it has checked applies to it;
- (b) it is responsible for its own communications about any Deal, including deciding whether any of them is a financial promotion and whether an exemption applies;
- (c) it holds professional indemnity insurance appropriate to its work;
- (d) it has its client’s authority for everything it does on the Platform for that client; and
- (e) it complies with the law that applies to it, including any anti-money laundering rules.
9.3 Advisory Firms are independent of teasr. We do not employ, supervise or guarantee them. If a firm gives us an FCA reference number we may check it against the Financial Services Register, but that is not a check of the permissions any activity needs.
9.4 An Advisory Firm is the controller of the contacts on its own buyer list and must have a lawful basis to upload them and to email them.
10. Adviser plans: fees, term, renewal and cancellation
In plain words
A monthly plan is a 12-month commitment, paid monthly. Annual and monthly plans both renew automatically at the end of each term unless you cancel before the term ends. Cancelling stops the next renewal; it does not end the current term early or refund it.
10.1 There are 5 adviser plans: Independent, Boutique, Professional, Premium, Enterprise. The current prices are on the pricing page and are shown again before you buy. Prices exclude VAT. teasr is not registered for VAT, so no VAT is charged. If we register for VAT, we will tell you before VAT is added to any fee.
10.2 Independent, Boutique, Professional, Premium can be bought on the Platform, either annually or monthly. An annual plan is paid upfront for 12 months and costs 2 months less than 12 monthly payments. A monthly plan is billed monthly in advance for a term of 12 months, and the charges for the whole term are payable. Enterprise is annual only, is quoted for the firm and is on its own contract, which prevails over this clause 10.
10.3 Automatic renewal. At the end of each term, your plan renews automatically for a further term of the same length, and we charge or invoice the fee for it, unless the plan has been cancelled before the term ends.
10.4 How to cancel. The owner or a billing administrator of the firm can cancel at any time using Cancel plan on the firm’s billing page, or by emailing hello@teasr.co.uk before the term ends. The plan stays active until the end of the current term and then ends. An annual plan ends at the end of the paid year; a monthly plan ends at the end of its 12-month term, and the remaining monthly payments for that term are still due. We do not refund any part of a term. You can reverse a cancellation at any time before the term ends.
10.5 Changing plan. Moving to a higher plan, or from monthly to annual on the same plan, takes effect at once; we invoice the difference and credit the unused part of the old plan. Moving to a lower plan, or from annual to monthly, takes effect at the end of the current term.
10.6 Price changes. We may change plan prices. A change applies to your plan only from its next renewal, and we will tell you at least 30 days before that renewal. If you do not accept it, you can cancel before the renewal under clause 10.4.
10.7 Paying by invoice. A firm may choose to pay by invoice. The plan starts on the day it is bought. We email an invoice, which is due 30 days after it is issued and can be paid by bank transfer or card. Each renewal is invoiced the same way.
10.8 Late or failed payment. If a card payment fails, or an invoice is unpaid when due, the plan becomes overdue. After 7 days overdue, the firm can no longer certify Deals until the payment is made. Your data is never deleted for non-payment. If payment remains outstanding, we may suspend the plan under clause 23.
10.9 Trial. A firm may try the Platform for 30 days without giving a card. A trial includes 1 test run on a sale the firm has already completed. A test run is never certified, and to certify a Deal the firm needs a plan. A trial ends automatically and nothing is charged for it. Buying a plan ends the trial at once.
10.10 Founding firms. We may offer the first 6 firms half price for their first year, on an annual plan only, by a code we issue. It is never applied automatically. The discount applies to the first annual payment only; the plan then renews at the full price in force.
10.11 Fair use. Plans are built for a typical number of Deals a year. If a firm regularly runs far more Deals than its plan is built for, we may suggest moving to a higher plan at renewal. Nothing is charged automatically as a result.
10.12 Invoices. Each renewal invoice shows each Deal’s share of the plan, so the firm can recharge it to its client if it chooses. teasr invoices the firm only.
10.13 No fee we charge depends on whether, when or at what price any transaction completes. Nothing is charged on completion, and we never take a percentage of a fee, of a price or of proceeds. Buyers pay nothing.
11. Owner products
11.1 The readiness check is free and needs no account. A seller account is free. An owner whose sale is run by an Advisory Firm pays us nothing for that sale.
11.2 Exit Readiness Report. A single payment of £495, made in advance. We check your figures against each other and against Companies House, and the report sets out the bridge from reported to adjusted profit, the add-backs a buyer is likely to challenge, the documents a buyer will ask for and a plan of what to fix. It is built from the documents you give us, from Companies House and from what you tell us. A named member of the teasr team reviews it before it is released to you. It includes a free re-run within 6 months, and it is needed before Advisory Firms can send you requests. It is not a valuation, an audit or advice, and it is for you alone: no one else may rely on it. It is not credited against anything.
11.3 Owner-led sale. £195 a month, billed monthly in advance, for one business that you own, never a client’s. It covers 2 users: you and one accountant or non-executive of your choosing, who acts for you and is paid by you. It has the same Deal tools as an adviser plan, without owner profiles or requests. It has a minimum term of 3 months and then continues month to month until you give notice. You give notice with Give notice to end the sale in your account, or by email. The plan then ends on the first monthly payment date that is after the minimum term and at least 30 days after your notice, and payments continue until then. It cannot be changed to or from an adviser plan. teasr does not act for you, negotiate for you, find buyers or advise you on price, structure or terms: you are the Seller.
11.4 If you buy for a business, including through your company, clause 12 does not apply to you, and the Exit Readiness Report is not refundable once it has been delivered.
12. Consumer rights
12.1 This clause applies only if you are a Consumer.
12.2 You may cancel a purchase within 14 days after the day you made it, without giving a reason, subject to clauses 12.3 and 12.4.
12.3 Exit Readiness Report. If, when you bought it, you asked us to deliver the report within the 14 days and acknowledged that you would then lose your right to cancel, you lose that right once the report is delivered to you. Until then you may cancel for a full refund. If you did not give that request and acknowledgement, you keep the right to cancel for the full 14 days, with a full refund.
12.4 Owner-led sale. The minimum term in clause 11.3 does not apply to a cancellation within the 14 days. If you asked us to start the plan straight away and then cancel within the 14 days, we refund what you paid, less a proportionate amount for the days you had the plan before you told us. If you did not ask us to start straight away, we refund in full.
12.5 To cancel, email hello@teasr.co.uk with a clear statement that you are cancelling (or write to our registered office). You may use the model form in Schedule 1, but you do not have to. The Give notice button on your seller page gives notice under clause 11.3; it is not how to cancel within the 14 days.
12.6 We refund you within 14 days of the day you tell us, using the payment method you used, at no charge to you.
12.7 The law gives you rights that these terms do not affect. Digital content must be of satisfactory quality, fit for purpose and as described. Services must be provided with reasonable care and skill, and what we tell you about a service is binding. Citizens Advice can tell you more.
13. AI-generated content
In plain words
Teasers, IMs, reports and answers on teasr are drafted by AI and then reviewed by people. AI can get facts wrong. Check every factual statement before you rely on it or send it to anyone.
13.1 The Platform uses AI models provided by Anthropic to draft Teasers, IMs, the narrative of reports, suggested answers to buyers’ questions and other Output, from the information you give it.
13.2 Content generated by AI may contain errors. Check any factual statement independently before relying on it. Any factual statement in Output must be verified independently before you rely on it or pass it on.
13.3 A Seller or Advisory Firm must review Output before approving it. Approving Output, or sending it to anyone, makes it your document and your responsibility.
13.4 Output is not advice and not a recommendation.
13.5 Anthropic’s commercial terms do not allow it to train its models on the content we send it, and we do not use Deal Documents to train any model.
13.6 The legal notices printed on Teasers and IMs, and the confidentiality agreements on the Platform, are fixed text. They are not written by an AI model.
14. Review by teasr
14.1 Before a Teaser or IM can be released, and before an Exit Readiness Report is delivered, a member of the teasr team reviews it. We call this certification or sign-off.
14.2 The review checks, against the information provided, that a Teaser does not identify the business, that figures are internally consistent and add up, and that the document is fit to send. It does not audit or verify the underlying information. It is not a warranty of accuracy, it says nothing about the merits of a Deal, and it is not advice to anyone.
14.3 Times we give for a review are targets, not guarantees.
15. Acceptable use
15.1 You must not:
- (a) upload anything you are not entitled to upload, or that is unlawful;
- (b) list a Deal that does not meet clause 4;
- (c) try to identify an anonymised Seller, or use Deal Information for any purpose other than the one it was given for;
- (d) get round, or try to get round, any access control, approval, watermark or record on the Platform;
- (e) copy, scrape or extract data from the Platform by automated means, or use it to build a competing product;
- (f) introduce malware, probe or test the Platform’s security without our written permission, or interfere with its operation;
- (g) use the Platform to send unsolicited marketing, or to impersonate anyone; or
- (h) use Output in breach of the usage policies of our AI provider, or present it as something it is not.
16. Your content and our intellectual property
16.1 You keep all rights in what you upload or enter. Nothing in these terms transfers ownership of it to us.
16.2 You give us a non-exclusive, royalty-free licence to host, store, copy, process, transmit and display your content and Deal Documents only as needed to provide the Platform to you and to the people you choose to share them with, to do the things these terms and the Data Processing Addendum describe, and to meet our legal obligations. The licence ends when we delete them.
16.3 We do not use Deal Documents for any other customer, to build datasets or benchmarks, or to train AI models.
16.4 As between you and us, the Teaser, IM and other documents produced on the Platform for a Deal may be used by the Seller and the Advisory Firm acting for it for that Deal, and by the recipients they release them to, on the terms of the confidentiality agreement. An Advisory Firm licenses us to use its name, logo and brand on its documents.
16.5 We keep all rights in the Platform: the software, document templates, layouts, checking rules and checklists. A document produced on the Platform gives you no right in those beyond using that document.
16.6 If you send us feedback, we may use it without any obligation to you.
17. Confidentiality
17.1 We keep your Deal Documents and other non-public information confidential. Our staff and suppliers have access to them only to provide the Platform, review documents, give support, keep the Platform secure or comply with the law. We disclose them only as these terms describe, as you instruct (including through release decisions), or as the law requires.
18. Data protection
18.1 For personal data in Deal Documents, the Advisory Firm or Seller that uploads it is the controller and we are its processor, under the Data Processing Addendum.
18.2 We are a controller only for the purposes we set ourselves, which the Data Processing Addendum lists (clause 3) and the Privacy Policy explains. We do not sell personal data.
19. Other services we rely on
19.1 Payments are processed by Stripe, which acts as an independent controller for fraud prevention and its own legal obligations, under its own terms. Company information comes from Companies House. Links to other websites are for convenience; we are not responsible for their content.
20. Availability and changes to the Platform
20.1 We aim to keep the Platform available but do not promise that it will be uninterrupted or error-free. We may suspend it for maintenance, security or reasons outside our control.
20.2 We may change and improve the Platform. A feature shown as in build is not yet live and is not charged for until it is. If we remove a main feature of a paid plan during its term, you may end the plan and we will refund the part of the fee you paid for the period after it ends.
21. Our liability
In plain words
Our total liability to you is capped at the greater of what you paid us in the 12 months before the problem arose and £1,000, with a separate, higher cap for data protection breaches. We are not liable for the outcome of any deal, for lost profits or for what other users do. These limits do not apply to death or personal injury caused by our negligence, to fraud, or to anything else the law does not allow us to limit, and they do not reduce a Consumer’s statutory rights.
21.1 Nothing in these terms limits or excludes:
- (a) liability for death or personal injury caused by negligence;
- (b) liability for fraud or fraudulent misrepresentation;
- (c) any other liability that cannot be limited or excluded by law; or
- (d) if you are a Consumer, your statutory rights.
21.2 Subject to clause 21.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
- (a) loss of profit, revenue, business, contracts, goodwill, anticipated savings or opportunity;
- (b) the outcome of any transaction, or any price, term or decision in one;
- (c) anything another user of the Platform does or fails to do;
- (d) loss caused by relying on Output or Deal Information without verifying it as clause 13 requires; or
- (e) any indirect or consequential loss. If you are a Consumer, this item (e) does not apply; instead, we are not liable for loss that was not reasonably foreseeable when the contract was made.
21.3 Subject to clauses 21.1, 21.4 and 21.5, our total liability to you for all claims arising out of or in connection with these terms or the Platform, taken together, is limited to the greater of:
- (a) the total fees you paid us in the 12 months before the event giving rise to the first claim; and
- (b) £1,000.
21.4 Subject to clause 21.1, our total liability to you for all claims for breach of the Data Processing Addendum or of data protection law in processing personal data for you, taken together, is limited to the greater of: (a) three times the total fees you paid us in the 12 months before the event giving rise to the first such claim; and (b) £10,000. This cap is separate from, and in addition to, the cap in clause 21.3.
21.5 If you are a Consumer, our liability to you is never less than the total price you have paid us.
21.6 Where you are an organisation, these limits apply to you and all your users together.
22. Your responsibility for what you upload
22.1 This clause does not apply to Consumers. You will compensate us for reasonable losses, costs and expenses (including reasonable legal fees) arising from a claim by someone else that results from: (a) content you uploaded infringing their rights, or your having no right to upload it; (b) your breach of data protection law as controller of personal data in your Deal Documents; or (c) a Deal you listed breaching clause 4, or a communication you made about a Deal breaching the law on financial promotions.
22.2 We will tell you promptly about any such claim, let you conduct its defence at your cost, give you reasonable help, and not settle it without your agreement, which you will not unreasonably withhold.
23. Suspension and ending
23.1 You may stop using the Platform at any time. To close your account, use the request on your account page or email us. Closing an account does not end a paid plan early: clauses 10.4 and 11.3 apply.
23.2 We may suspend or end your access, with notice where it is reasonable to give it: if you breach these terms (in particular clauses 4, 8 and 15) or a confidentiality agreement; if payment remains outstanding under clause 10.8; if the law or a regulator requires it; or to protect the Platform or the people who use it.
23.3 We may end these terms with you, for any reason, on 90 days’ notice. If we do, we will refund the part of any fee you paid for the period after they end.
23.4 When your access ends: you can no longer use the Platform; we delete or return Deal Documents as the Data Processing Addendum provides; fees already due remain payable; and confidentiality agreements already accepted continue.
23.5 Clauses 7.4, 8, 16, 17, 21, 22 and 27, and any other clause that by its nature should, continue after these terms end.
24. Changes to these terms
24.1 We may change these terms. If you are a Consumer, we will do so only for a valid reason: a change in the law or in regulatory guidance, security, a change in the services our suppliers provide, a new or changed feature, to correct an error, or to reflect how we run the Platform where that does not significantly reduce your rights.
24.2 We will give you at least 30 days’ notice of a material change, by email and on the Platform, unless the law requires a change sooner. Other changes, such as clarifications, take effect when published.
24.3 When you next sign in after an updated version takes effect, we will ask you to accept it before you continue. We record which version you accepted and when.
24.4 If you do not accept a material change, you may end your plan or purchase without penalty, and we will refund the part of any fee you paid for the period after it ends. You may still contact us to export your data.
24.5 Price changes are made only under clause 10.6. No change to these terms alters a confidentiality agreement already accepted.
25. Complaints
25.1 If you are unhappy with anything we have done, email hello@teasr.co.uk with “Complaint” in the subject, or use our contact form. Tell us what happened and what you would like us to do.
25.2 We will acknowledge your complaint within 30 days, investigate it, and tell you the outcome without undue delay. A complaint about how we handle personal data can also be made to the Information Commission (ICO), as our Privacy Policy explains.
25.3 We do not use an alternative dispute resolution scheme.
26. Notices
26.1 You can give us notice by email to hello@teasr.co.uk or by post to our registered office. We give you notice by email to the address on your account, or on the Platform.
26.2 An email is received when sent, unless sent outside 9am to 5pm on a working day in England, when it is received at 9am on the next working day. Legal proceedings may not be served by email.
27. General
27.1 Transfer. We may transfer our rights and obligations to a business that takes over the Platform, and will tell you if we do. If you are a Consumer and the transfer would reduce your rights, you may end the contract and receive a refund for any period paid in advance and not used. You may not transfer yours without our written consent.
27.2 Suppliers. We may use suppliers to provide the Platform, and we remain responsible for them as these terms provide.
27.3 Entire agreement. If you are not a Consumer, the documents in clause 1.3 are the whole agreement between us about the Platform, and you have not relied on any statement that is not in them. This does not limit liability for fraud.
27.4 Third-party rights. The Seller, its company, that company’s group companies and the Seller’s Advisory Firm may enforce clause 8 and the confidentiality agreement in Schedule 2 under the Contracts (Rights of Third Parties) Act 1999. No one else who is not a party has any right to enforce these terms. We and you may vary or end these terms without anyone else’s consent.
27.5 Severance. If any part of these terms is found to be unlawful or unenforceable, the rest continues in force. If a provision would be valid with part of it deleted or reduced, it applies with the smallest change needed to make it valid.
27.6 Waiver. A delay in enforcing, or a failure to enforce, any right is not a waiver of it.
27.7 Events outside our control. Neither of us is liable for delay or failure caused by events outside reasonable control, such as a failure of the internet or of a hosting provider not caused by us, a cyber attack despite reasonable security, fire, flood, war or government action. This does not excuse paying fees already due. If such an event stops a paid plan working for more than 30 days, either of us may end the plan, and we will refund the part of the fee paid for the period after it ends.
27.8 Relationship. Nothing in these terms makes us your partner, employee or agent.
27.9 Law and courts. These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a Consumer living in Scotland or Northern Ireland, you may also bring proceedings in your local courts, and you keep the protection of the mandatory consumer law where you live.
Schedule 1. Model cancellation form
Complete and return this form only if you are a Consumer and wish to cancel a purchase within 14 days (clause 12).
To Teasr Technologies Limited, Foxglove Barn, Wellhouse Farm, Eling Hermitage, Thatcham, RG18 9UH, hello@teasr.co.uk:
I hereby give notice that I cancel my contract for the supply of the following: [the Exit Readiness Report / the Owner-led sale plan].
Ordered on: [date]
Name of consumer: [name]
Address of consumer: [address]
Email address used on teasr: [email]
Date: [date]
Schedule 2. Confidentiality agreement accepted by Buyers (version nda-clickaccept-v3)
This agreement is between you and teasr. “You” means the person accepting it and, where that person accepts for an organisation, that organisation. You accept it by ticking the box on teasr and selecting “Accept and view the teasr”.
You give the undertakings in it to teasr in its own right and directly for the benefit of the Seller, the Company, the Group and the Adviser, each of whom may enforce them (clause 11).
1. Definitions
1.1 “Seller” means the owner or owners who are selling the business described on the deal page on teasr, or selling shares in the company that carries it on.
1.2 “Company” means the company or other entity that carries on that business. “Group” means the Company, its subsidiaries and holding companies, and the subsidiaries of those holding companies.
1.3 “Adviser” means the advisory firm acting for the Seller on the Deal, if there is one.
1.4 “Deal” means your possible acquisition of the business, or of shares in the Company.
1.5 “Confidential Information” means all information about the Seller, the Group, the business and the Deal that you or your Representatives receive, before or after you accept this agreement, from the Seller, the Group or the Adviser or through teasr, in any form. It includes the fact that the business may be for sale, the fact and content of any discussions about the Deal, the identity of the Seller or the Company if you learn or work it out, and any notes, analyses or other material prepared by you or your Representatives that contain or reflect any of it.
1.6 “Representatives” means your directors, officers, employees and professional advisers, your actual or prospective providers of finance for the Deal, and the directors, officers and employees of your group companies.
1.7 “Purpose” means evaluating, negotiating and completing the Deal.
2. Keeping the information confidential
2.1 You will keep the Confidential Information confidential and use it only for the Purpose.
2.2 You may disclose it only to Representatives who need to know it for the Purpose, who have been told it is confidential, and who are bound by duties of confidence no less strict than this agreement. You are responsible for any act or omission of a Representative that would breach this agreement if it were yours.
2.3 You will not copy or record it except as reasonably needed for the Purpose, and you will keep it secure.
2.4 You will comply with data protection law in handling any personal data in the Confidential Information, and use it only for the Purpose.
3. No attempt to identify the Seller, and no direct contact
3.1 You will not try to identify the Seller, the Company or the business from anonymised information, whether by research, by combining it with other information, or by approaching anyone you believe is connected with it.
3.2 Unless the Seller agrees in writing, you will not contact the Seller, or any director, employee, customer, supplier, landlord or lender of the Group, about the Deal or the Confidential Information, except through the Adviser or, if there is no Adviser, through the person the Seller names for the purpose on teasr. This does not prevent contact in the ordinary course of business that has nothing to do with the Deal.
4. No poaching of staff, customers or suppliers
4.1 For 12 months from the date you accept this agreement, you will not, and you will make sure that your group companies do not, directly or indirectly: (a) solicit or entice away, or try to solicit or entice away, any employee of the Group; or (b) solicit or entice away, or try to solicit or entice away, any customer or supplier of the Group, or persuade or try to persuade one to stop or reduce its dealings with the Group. This applies only to employees, customers and suppliers you learned of through the Deal or dealt with in the course of it.
4.2 Clause 4.1 does not prevent you from: (a) advertising a job generally, or employing someone who answers a general advertisement or approaches you without having been solicited; or (b) continuing to deal with a customer or supplier in the ordinary course of business you already had with it before you received any Confidential Information.
5. Exceptions
5.1 Clauses 2 and 3.2 do not apply to information that: (a) is or becomes public other than through a breach of this agreement; (b) you can show you lawfully held, free of any duty of confidence, before you received it from the Seller, the Group, the Adviser or teasr; (c) you receive from someone else who is not under a duty of confidence about it; or (d) you develop independently without using any Confidential Information.
5.2 You may disclose Confidential Information where the law, a court, a regulator or the rules of a stock exchange require you to. Where the law allows, you will tell the Seller first (through the Adviser or teasr), disclose only what is required, and take reasonable steps to have it treated as confidential.
6. Returning or destroying information
6.1 If the Seller, the Adviser, or teasr for the Seller, asks you to, or if you decide not to proceed with the Deal, you will promptly return or destroy the Confidential Information, delete it from your systems, and make sure your Representatives do the same. If asked, you will confirm in writing that you have done so.
6.2 You may keep copies that the law or a regulator requires you to keep, and copies held in automatic electronic back-ups that cannot reasonably be deleted. This agreement continues to apply to them for as long as you hold them.
6.3 teasr may end your access to the Confidential Information on teasr at any time.
7. Records and watermarks
7.1 You agree that teasr records your acceptance of this agreement (who accepted, when, from what IP address, and this version), and records when you open or download documents, and that it shows those records to the Seller and the Adviser.
7.2 Documents you download through teasr carry a watermark that identifies you. A teaser carries your name (or, if none is recorded, your email address) and the time you downloaded it. A data room document carries your name, email address and IP address and the time.
8. How long this agreement lasts
8.1 Your obligations under clauses 2, 3 and 6 last for 2 years from the date you receive each item of Confidential Information. Clause 4 lasts for the period it states.
8.2 If you complete the acquisition of the business, this agreement ends on completion, except as the sale agreement provides.
9. No offer, no warranty, no obligation
9.1 The Confidential Information is provided for the Purpose only. It is not an offer. Neither the Seller nor anyone else is obliged to proceed with the Deal, to continue discussions, or to accept any offer.
9.2 Neither the Seller, the Group, the Adviser nor teasr gives any representation or warranty about the accuracy or completeness of the Confidential Information, and none of them is liable to you for it, except under a signed sale agreement or for fraud. You will rely on your own investigation and advice.
9.3 No licence or other right in the Confidential Information passes to you.
10. Remedies
10.1 You acknowledge that damages alone may not be an adequate remedy for a breach of this agreement, and that the Seller may seek an injunction, specific performance or other equitable relief for an actual or threatened breach, in addition to any other remedy.
10.2 teasr may end your access to teasr if you breach this agreement.
11. Who may enforce this agreement
11.1 You give the undertakings in this agreement to teasr in its own right, and directly for the benefit of the Seller, the Company, every other member of the Group and the Adviser. teasr does not accept this agreement as agent for anyone, gives no undertaking under it, and has no liability under it.
11.2 The Seller, the Company, every other member of the Group and the Adviser may each enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
11.3 This agreement may be varied or ended without the consent of anyone named in clause 11.2 other than the Seller. No one else may enforce any of its terms.
12. Authority, and further agreements
12.1 If you accept this agreement for an organisation, you confirm that you are authorised to bind it. If you are not, you are bound by it personally.
12.2 If you later sign a further confidentiality agreement with the Seller for the Deal, for example to receive an information memorandum, that agreement governs the information disclosed under it, and prevails where the two conflict. Otherwise this agreement continues to apply.
13. General
13.1 If any provision of this agreement is found to be invalid or unenforceable, the rest continues in force. If a restriction would be valid with part of it deleted, or with its period or scope reduced, it applies with the smallest change needed to make it valid.
13.2 A delay in enforcing, or a failure to enforce, any right under this agreement is not a waiver of it.
13.3 This agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.