Open by design.
Every weight, every flag, every formula behind the Founder Fairness Score is published. If you don't understand why your term sheet got the score it did, the methodology is the place to start.
Three scores, one composite.
Each clause carries a penalty. We sum the penalties, subtract from 100, and floor at 0. Equity and debt are scored separately, then combined with a 60/40 weight to produce the Composite Founder Fairness Score.
// Equity score equity_score = max(0, 100 + sum(equity_penalties)) // Debt score debt_score = max(0, 100 + sum(debt_penalties)) // Composite composite = round(0.6 * equity_score + 0.4 * debt_score) // equity-only deals: composite = equity_score // debt-only deals: composite = debt_score
Equity Fairness Score
Headline rows. The full library covers 30+ clauses across liquidation, anti-dilution, governance, exit rights, vesting, info rights, and protective provisions — see /red-flags for every entry.
| CLAUSE | CONDITION | PENALTY | FLAG |
|---|---|---|---|
| Liquidation Preference | 1× non-participating | 0 | ● NEUTRAL |
| Liquidation Preference | 1× participating | -10 | ● AMBER |
| Liquidation Preference | 2× non-participating | -15 | ● AMBER |
| Liquidation Preference | 2× participating | -30 | ● RED |
| Liquidation Preference | 3× or higher | -45 | ● RED |
| Anti-Dilution | Broad-based WACR | 0 | ● NEUTRAL |
| Anti-Dilution | Narrow-based WACR | -10 | ● AMBER |
| Anti-Dilution | Full ratchet | -35 | ● RED |
| Board Composition | Founder majority | 0 | ● NEUTRAL |
| Board Composition | Balanced / tied | -8 | ● AMBER |
| Board Composition | VC majority control | -20 | ● RED |
| Drag-Along | With 70%+ threshold | -5 | ● AMBER |
| Drag-Along | No threshold trigger | -25 | ● RED |
| Founder Vesting | Standard 4yr / 1yr cliff | 0 | ● NEUTRAL |
| Founder Vesting | Acceleration clause present | +5 | ● GREEN |
| Founder Vesting | Reset on investment | -15 | ● RED |
Debt Fairness Score
Eleven clauses across venture debt, RBF, convertibles, SAFEs, and bank/lease facilities. Full entries at /debt-flags.
| CLAUSE | INSTRUMENT | PENALTY | FLAG |
|---|---|---|---|
| MAC Clause | Venture Debt | -45 | ● RED |
| Financial Covenants | Venture Debt | -38 | ● RED |
| Warrant Coverage | Venture Debt | -22 | ● AMBER |
| IP Security Interest | Venture Debt | -40 | ● RED |
| Springing Recourse | Venture Debt | -28 | ● AMBER |
| RBF Revenue Share | RBF | -42 | ● RED |
| RBF Prepayment | RBF | -18 | ● AMBER |
| Post-Money SAFE Stacking | SAFE | -35 | ● RED |
| Valuation Cap (no floor) | SAFE | -20 | ● AMBER |
| MFN Cascade | Convertible | -25 | ● AMBER |
| Founder Personal Guarantee | Bank Debt / Lease | -50 | ● RED |
Where the rubric comes from.
Anonymised term sheet data from real Series Pre-Seed through Series C deals across the UK, EU, and APAC. Every penalty score is calibrated against observed market frequency.
Every flag entry — wording, severity, negotiation guidance — is reviewed by Jervois Hillier, our legal advisors, before publication. We provide intelligence, not legal advice.
The flag library lives at github.com/unocu/turnsheet as JSON. PRs welcome from founders, lawyers, and investors who spot omissions or refinements.
What this isn't.
Not legal advice. A score from Turnsheet does not replace legal counsel. The product is designed to make you a better-informed client when you sit down with a lawyer.
Not predictive. A score of 80 is not a guarantee of a successful exit. A score of 30 is not a prophecy of doom. The score reflects the fairness of the contractual terms, not the underlying business or counterparty quality.
Not exhaustive. Some deal structures (e.g., ESOP refresh dynamics, side letters, founder loans, rolling SAFEs) have second-order effects we are still calibrating. We mark such cases AMBER by default and explain in the report.
Calibrated to early-stage venture. The current rubric is best at Pre-Seed through Series B. Late-stage and growth-equity terms (drag-along thresholds, redemption mechanics, accelerated dividends) are scored conservatively until we have enough data to recalibrate.
See the methodology applied to your own term sheet.
Free during beta. The rubric you just read, applied in under a minute.