Term Sheet (Seed Equity Round)

Heads of terms for a seed share subscription – non-binding on the deal, binding on confidentiality, exclusivity and costs.

Editable Word document
10
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Term Sheet (Seed Equity Round)

About this document

What it’s for

A short, clear summary of the main terms agreed in principle between your company, its founders and the lead investor for a seed round, before the lawyers draft the full investment documents. Part A (commercial terms) is not legally binding; Part B (confidentiality, exclusivity and costs) is.

When to use it

  • Once you and a lead investor have agreed valuation and round size
  • Before you start legal drafting and detailed due diligence
  • To align co-investors on the same terms

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Status of this term sheet
  2. Confidentiality
  3. Exclusivity
  4. Costs
  5. Duration
  6. Governing law and jurisdiction

Also included

  • Part A – Commercial terms (not legally binding)
  • A1. The company and the round
  • A2. Tax reliefs (SEIS and EIS)
  • A3. Use of funds and conditions
  • A4. Investor rights
  • A5. Timetable, costs and other terms
  • Part B – Binding provisions
  • Valuation check

How to complete it

  • Fill in the commercial terms in Part A – delete any rows that do not apply
  • Choose the exclusivity period and cost cap in Part B
  • Complete the illustrative cap table in the Schedule
  • Sign Part B only once you are comfortable with the exclusivity period

Key points to check

  • If any investor wants SEIS or EIS relief, avoid share rights that break the rules (see notes on preferences and anti-dilution)
  • A term sheet is a financial promotion – see the guidance in Part A

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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