The term sheet. Our standard terms, in public.

In this term sheet, these words have the meanings below.

Articles means the Company's articles of association.
Build Cost means the total value of the work in the Scope Contract, priced at Digitechnique's standard rates.
Company means the Founder's UK private limited company, which will own the Product.
Contributed Build Value means the part of the Build Cost that Digitechnique provides as services in exchange for shares, as stated in the Scope Contract.
Cycle means one programme cycle of about four (4) months, from Kick-off to Launch.
Deferred Shares means shares with no votes, no right to dividends and no meaningful capital rights.
Definitive Agreements means the shareholders' agreement, the subscription agreement, the Articles, the Scope Contract and any other agreement that gives legal effect to this term sheet.
Founder means the individual or individuals who control the Company and hold the majority of its shares.
Founder Cash Contribution means the part of the Build Cost that the Company pays in cash.
Kick-off means the first Working Day of the Cycle.
Launch means the date the MVP is first made available to the public or to paying customers.
Longstop Date means the last day of the Cycle plus thirty (30) days, as extended under Section 10(a).
Marketing Account means a bank account in the Company's name that holds only the Marketing Capital.
Marketing Capital means the money the Company commits to customer acquisition after Launch, under Section 7.
Marketing Plan means the written plan, agreed before Kick-off, for how and when the Marketing Capital is spent.
MVP means the first public version of the Product, as defined, with its acceptance criteria, in the Scope Contract.
Product means the single product defined in the Scope Contract.
Scope Contract means the signed services agreement that defines the MVP and its acceptance criteria, the Build Cost, the cost split, the milestones, the payment schedule and the minimum Marketing Capital.
Working Day means a day other than a Saturday, a Sunday or a bank holiday in the part of the United Kingdom where the Company is registered.

a) The Company, acting through its directors.
b) The Founder personally, for the obligations in this term sheet that apply to the Founder.
c) Digitechnique, acting as technical co-founder.

a) Before the Definitive Agreements are signed, the Company must be a private company limited by shares, incorporated in England and Wales, Scotland or Northern Ireland, with its Companies House filings up to date, every director and person with significant control identity-verified, and no other company controlling it.
b) Digitechnique co-founds no more than three (3) products a year, one per Cycle. A place may be filled before the published closing date.
c) Selection is at Digitechnique's sole discretion. An application creates no obligation for either party.
d) Every applicant is told whether they were selected, with brief reasons.

a) One Product, defined in the Scope Contract, is built over one Cycle from Kick-off to Launch.
b) The Scope Contract is agreed and signed before Kick-off. No work starts without it.
c) After signing, the MVP changes only through a written change request. Before a change is approved, Digitechnique states its effect on cost and timeline. An approved change may extend the Cycle and adjust the cost split.

The Company and the Founder contribute:

a) A UK private limited company that meets Section 3(a).
b) The product concept, domain expertise and market relationships.
c) The Founder Cash Contribution of thirty to fifty per cent (30% to 50%) of the Build Cost, paid under Section 6.
d) The Marketing Capital, under Section 7.
e) Founder time, under Section 8.
f) All third-party costs of running the Product, including hosting, domains, software licences, paid services and app store fees. These are not part of the Build Cost.

Digitechnique contributes:

a) A dedicated senior product and engineering team for the full Cycle.
b) The Contributed Build Value of fifty to seventy per cent (50% to 70%) of the Build Cost, provided as services in exchange for shares.
c) Architecture, design, development, testing, security review, launch engineering, analytics and structured data.
d) Post-launch technical stewardship under Section 17.

a) The Build Cost, the cost split and the payment schedule are fixed in the Scope Contract.
b) The Founder Cash Contribution is paid in milestones. The first milestone is due when the Scope Contract is signed, before Kick-off. Each later milestone is invoiced when the work it covers has been shown working.
c) Invoices are due within fourteen (14) days.
d) A milestone payment is not refundable once the work it covers has started, except as set out in Sections 18, 20 and 26.
e) If a payment is more than fourteen (14) days late, Digitechnique may pause work until it is paid. The Cycle is extended by the length of the pause.

a) Why this matters. A product that customers never hear about fails, however well it is built. The Marketing Capital is a condition of the programme, not an option.
b) Minimum amount. The Marketing Capital is at least fifty per cent (50%) of the Build Cost, or a higher amount agreed in the Scope Contract.
c) Deposit before Kick-off. The full Marketing Capital is deposited in the Marketing Account before Kick-off. The Company gives Digitechnique a bank statement, dated no more than ten (10) Working Days before Kick-off, that shows the balance. Kick-off does not take place until this is done.
d) Ring-fenced. The Marketing Capital is used only for customer acquisition for the Product, as set out in the Marketing Plan. It is not used for salaries, loans, other products or any other purpose, and it is not withdrawn, lent or used as security.
e) Marketing Plan. Before Kick-off, the Founder and Digitechnique agree a written Marketing Plan that names the channels, the monthly budget, the person or agency responsible and the targets. The Founder may change the plan after giving notice to Digitechnique, as long as the spending schedule in paragraph (f) is still met.
f) Spending schedule. Unless the Scope Contract sets a different schedule, the Company spends at least twenty-five per cent (25%) of the Marketing Capital within sixty (60) days after Launch, at least sixty per cent (60%) within one hundred and twenty (120) days, and all of it within one hundred and eighty (180) days.
g) Responsibility. The Company is responsible for marketing and customer acquisition, and may use its own team or any agency it chooses. Digitechnique provides launch engineering, analytics and structured data, and may comment on the Marketing Plan. Digitechnique does not provide marketing services to the Company and does not guarantee commercial results.

a) The Founder attends a weekly product session throughout the Cycle.
b) The Founder answers questions and approves designs and deliverables within three (3) Working Days.
c) Delays caused by the Founder extend the Cycle day for day. If those delays add up to more than thirty (30) days, Digitechnique may move the remaining work to a later Cycle.
d) The Founder keeps working actively on the Company for at least the vesting period in Section 10.

a) Digitechnique receives ten to fifteen per cent (10% to 15%) of the Company's issued ordinary share capital on a fully diluted basis, including any agreed option pool. The exact figure is fixed in the Definitive Agreements, based on scope, risk and the cost split.
b) The shares are ordinary shares of the same class as the Founder's, allotted when the Definitive Agreements are signed, in a separate, documented allotment for non-cash consideration. They carry no liquidation preference, and the Company does not agree to buy them back.
c) Digitechnique's stake dilutes pro rata with all shareholders in later funding rounds. Digitechnique takes no special anti-dilution protection.
d) Digitechnique's stake may increase under Section 18 if a Marketing Default is not remedied.
e) SEIS and EIS. The structure is designed to be compatible with the Seed Enterprise Investment Scheme and the Enterprise Investment Scheme for the Company's future investors. Digitechnique will never hold, or be able to obtain, control of the Company: its holding is capped at twenty-five per cent (25%), including any increase under Section 18. Nothing in this term sheet requires the Company to buy back shares from any shareholder, because a buy-back by the Company can reduce the tax relief of its EIS investors. The payment schedule is set so that most of any SEIS or EIS money raised is not paid to Digitechnique. Digitechnique's own shares attract no tax relief. HMRC decides eligibility, so the Company should apply for advance assurance, disclosing these arrangements, with independent tax advice.

a) Delivery vesting for Digitechnique. If Digitechnique does not deliver the MVP, as defined by the acceptance criteria in the Scope Contract, by the Longstop Date, fifty per cent (50%) of Digitechnique's shares convert into Deferred Shares. Delays caused by the Founder and approved change requests extend the Longstop Date. This protects the Founder.
b) Founder vesting. The Founder's shares vest over four (4) years with a one (1) year cliff, from the date of the Definitive Agreements. This protects the Product if a founder walks away.
c) Leaver terms. If the Founder stops working actively on the Company before their shares have vested, the unvested shares are transferred, as the board directs, to a new founder, an employee or an employee benefit trust, or converted into Deferred Shares. A good leaver, for example through ill health, receives fair market value for shares transferred. A bad leaver, for example through resignation within the cliff period or a serious breach, receives nominal value. Leaver shares never pass to Digitechnique.

a) All intellectual property created for the Product during the collaboration belongs to the Company, assigned to it in writing, with moral rights waived.
b) Ownership passes to the Company milestone by milestone, as each Founder Cash Contribution milestone is paid. Until then, Digitechnique holds that work for the Company.
c) Code repositories, design files and service accounts are held in the Company's name from Kick-off, with administrator access for both parties.
d) Digitechnique keeps ownership of its pre-existing tools, libraries and frameworks. The Company receives a perpetual, royalty-free licence to use them within the Product, which transfers with the Product if it is sold.
e) The Founder confirms that, to the best of their knowledge, the Product concept does not infringe anyone else's rights.

a) The MVP is accepted when the Founder approves it in writing, when it is used live with customers, or ten (10) Working Days after delivery, whichever comes first, unless the Founder has sent a written list of defects against the Scope Contract within that time.
b) Digitechnique fixes listed defects at no extra cost.

a) The Founder keeps operational control and the majority of the board.
b) Digitechnique may appoint one board observer, or one director if the Founder prefers, chosen at signing. Because Digitechnique is also the Company's supplier, we recommend the observer seat.
c) Reserved matters. While Digitechnique holds ten per cent (10%) or more, the Company needs Digitechnique's written consent to sell the Company or its core intellectual property, issue shares that rank ahead of the ordinary shares, enter related-party transactions above an agreed threshold, change the Company's main business or wind up the Company.
d) The Company consults Digitechnique before replacing the Product's technology stack.
e) Everything else is the Founder's decision. We co-found. We do not co-manage.

a) For twelve (12) months after Launch, the Company sends Digitechnique a monthly marketing report within ten (10) Working Days of each month end. The report shows the Marketing Capital spent, the channels used and the results.
b) The Company gives Digitechnique read-only access to the Product's analytics, advertising accounts and payment dashboards, and to statements for the Marketing Account.
c) The Company sends quarterly management accounts, annual accounts and an updated capitalisation table within ten (10) Working Days of any change.

a) Pre-emption on new shares. Digitechnique may take part in any new share issue pro rata to its holding. It is never obliged to invest further.
b) Pre-emption on transfer. A shareholder who wants to sell shares first offers them to the other shareholders, as the Articles set out.
c) Tag-along. If the Founder sells shares that would give a buyer control of the Company, Digitechnique may sell its shares to the same buyer on the same terms.
d) Drag-along. If shareholders holding more than seventy-five per cent (75%) of the shares accept an arm's-length offer for the whole Company, Digitechnique sells on the same terms, subject to the reserved matters in Section 13.

a) No management fees, no monthly retainers and no interest. Digitechnique's return is its equity.
b) Dividends and sale proceeds are shared pro rata to shareholdings.
c) Work outside the Scope Contract, such as new feature phases, is quoted separately at partner rates. It is always optional and never bundled.
d) The services Digitechnique provides in exchange for shares are a supply for VAT purposes. The Scope Contract records how VAT on them is accounted for.

For as long as Digitechnique holds ten per cent (10%) or more, and no Founder Default or Marketing Default is outstanding, Digitechnique provides at no charge:

a) Quarterly technical roadmap reviews.
b) Architecture and scaling guidance.
c) Security advice and first-response incident support.
d) Hiring support for the Company's first in-house technical roles, including taking part in interviews.

a) A Marketing Default happens if the Company fails to deposit the Marketing Capital before Kick-off, withdraws it or uses it for anything outside the Marketing Plan, misses the spending schedule in Section 7(f), or fails to send two (2) monthly reports in a row under Section 14(a).
b) Before Kick-off. If the Marketing Capital is not deposited in time, Kick-off does not take place. Digitechnique may give the place to another applicant and offer the Company a later Cycle, if one is available. The first milestone payment is refunded, less the cost of any discovery work already done.
c) After Kick-off. Digitechnique gives written notice, and the Company has thirty (30) days to remedy the default.
d) If the default is not remedied in time, Digitechnique may suspend stewardship and any further work, and may also choose one of these remedies:
(i) Equity adjustment. The Company allots Digitechnique additional ordinary shares at nominal value, so that Digitechnique's holding rises by five (5) percentage points for each unremedied default, up to a maximum of twenty-five per cent (25%) of the fully diluted share capital. The Company and the Founder pass the resolutions needed to allot them.
(ii) Exit right. Digitechnique may require the Founder, or a buyer the Founder introduces and Digitechnique accepts, to buy all of Digitechnique's shares for a price equal to the Contributed Build Value, paid within ninety (90) days. The Company itself does not buy them, for the reason in Section 9(e).
e) These remedies reflect the risk Digitechnique carries by funding most of the build. They do not limit any other right under the Definitive Agreements.

a) A Founder Default happens if a payment is more than thirty (30) days late, the Founder does not respond for more than thirty (30) days in a row during the Cycle, the Founder or the Company seriously breaches the Definitive Agreements, or the Company becomes insolvent.
b) Digitechnique gives written notice, and the Company has thirty (30) days to remedy the default. Insolvency cannot be remedied.
c) If the default is not remedied, Digitechnique may stop work and end the Scope Contract. The Company keeps the work it has paid for. Work not yet paid for stays with Digitechnique until it is paid. Digitechnique keeps its shares and may use the exit right in Section 18(d)(ii).

a) If Digitechnique does not deliver the MVP by the Longstop Date, Section 10(a) applies and Digitechnique completes the MVP at no extra cash cost to the Company.
b) If Digitechnique seriously breaches the Definitive Agreements and does not remedy the breach within thirty (30) days of written notice, the Company may end the Scope Contract and receive a refund of the Founder Cash Contribution paid for work not delivered.

a) Non-compete. Digitechnique does not build a directly competing product, in the category defined in the Scope Contract, for twenty-four (24) months after Launch.
b) Non-solicitation. Neither party solicits the other's employees or contractors for twelve (12) months after the Cycle ends.

a) Digitechnique's total liability under the Scope Contract is limited to the Founder Cash Contribution actually paid.
b) Neither party is liable for indirect or consequential loss, or for loss of profit, revenue or data.
c) Nothing in this term sheet limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.

Both parties keep each other's confidential information secret for five (5) years from the signature of this term sheet, and this obligation survives any termination. It does not cover information that is already public, that a party develops independently, or that a party receives lawfully from someone else.

For sixty (60) days from the signature of this term sheet, or until the Definitive Agreements are signed or discussions end, whichever comes first, both parties negotiate exclusively with each other for this Product.

a) Satisfactory Companies House, identity and financial standing checks on the Company, its directors and the Founder.
b) A signed Scope Contract.
c) An agreed Marketing Plan and the evidence of the Marketing Capital required by Section 7.
d) Independent legal and tax advice for the Founder. We insist on it.
e) A programme place available in the Cycle.

Either party may withdraw in writing before the Definitive Agreements are signed. Confidentiality survives. Founder cash paid for completed milestones under an interim Scope Contract is kept against the work delivered. Payments for milestones not yet started are refunded.

Each party complies with UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where Digitechnique processes personal data on the Company's behalf, the parties sign a Data Processing Addendum.

Each party pays its own legal, accounting and advisory costs. The Company pays its Companies House filing and share issue costs.

This term sheet is governed by the law of the part of the United Kingdom where the Company is registered (England and Wales, Scotland or Northern Ireland), unless the parties agree otherwise in writing. The Definitive Agreements set the governing law and forum for the collaboration. A dispute is first discussed in good faith for thirty (30) days, then referred to mediation, before either party goes to court.