ECHADVENTURE LIMITED
INTRODUCERS AGREEMENT
Version 2.0 - Applies to all TechAdVenture portfolio companies, in all territories and all currencies
READ THIS FIRST - THE SEVEN THINGS THAT MATTER MOST
1. You sign up once, with TechAdVenture. This agreement then applies to any introduction you make to any company in the TechAdVenture portfolio.
2. TechAdVenture is the sign-up process. Your client is the Commissioning Company - the portfolio company named on your appointment. It alone owes and pays your commission.
3. Register the contact before you approach them. An introduction is only a Qualifying Introduction once we have accepted it onto the Introduction Register. No registration, no commission.
4. Commission is tiered and marginal, calculated on the funds actually received from your Qualifying Introductions - not on the size of the round.
5. Commission is earned on cleared funds and issued share certificates, never on signed documents alone.
6. Your registration lasts six months from acceptance. If your contact invests after that, no commission is payable.
7. You must not give investment advice or issue financial promotions. All investor-facing material comes from the Commissioning Company.
This agreement sets out the basis on which you (the "Introducer") may introduce prospective investors to companies within the TechAdVenture portfolio, and the commission payable when those introductions convert into investment.
You accept this agreement by signing it (by wet signature or electronic signature) and completing the Introducer registration form. This agreement operates alongside, and is subject to, the TechAdVenture Supplier Terms & Conditions (Version 2.0).
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PART A - APPOINTMENT, ROLE AND REGULATORY CONDUCT
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1. APPOINTMENT AND WHO YOU ARE CONTRACTING WITH
1.1 This agreement applies to all TechAdVenture portfolio companies. You sign it once and it applies to any introduction you make to any company that TechAdVenture is responsible for, regardless of the country in which that company is registered or the currency in which the investment is received.
1.2 TechAdVenture Limited operates the Introducer sign-up, registration and administration process on behalf of the portfolio. That is the extent of its role unless TechAdVenture Limited is itself the Commissioning Company.
1.3 Your client is the Commissioning Company - the portfolio company named on your appointment or, where a Qualifying Introduction converts into investment in a different portfolio company under clause 9, that company. Each portfolio company is a separate legal entity and is solely responsible for the commission arising on investment into it.
1.4 You may not bring any claim against TechAdVenture Limited in respect of commission owed by another portfolio company. You may not join TechAdVenture Limited to proceedings concerning an investment it did not receive.
1.5 You are appointed on a non-exclusive basis. Nothing in this agreement obliges the Company to accept any introduction, to pursue any prospect, to accept any investment, or to complete any round.
1.6 Nothing in this agreement creates an employment relationship, partnership, agency or joint venture. You are an independent contractor and have no authority to bind, represent or commit the Company.
2. YOUR ROLE
2.1 You are responsible for understanding the investment opportunity and matching it with the right contacts, with a view to delivering cash investment into the project.
2.2 You are expected to work with the Company to ensure prospects properly understand the offering, its USPs and the financials that support it. This takes time. As the Company develops other opportunities, those may appeal to a prospect more than the original project - see clause 9.
2.3 This is an active role, not a mailing list. You are expected to own and project-manage the relationship end to end: set-up, pitch, nurture, upsell and close, and to remain involved throughout the lifetime of the transaction. Forwarding an email address is not an introduction and does not earn commission.
2.4 You must be available for updates as reasonably required and agreed in advance, to discuss opportunities, target investors and supporting assets, and to keep the Introduction Register current.
3. REGULATORY STATUS AND CONDUCT
IMPORTANT - READ CLAUSE 3 CAREFULLY. Introducing investors can be a regulated activity. This clause protects both of us. If you cannot give the warranties in clause 3.1, tell your contact before you sign - do not sign and work it out later.
3.1 You warrant, on signing this agreement and on each occasion you make an introduction, that you are either (a) authorised and regulated by the Financial Conduct Authority or the equivalent regulator in the territory in which you operate, or (b) able to act lawfully within a recognised exemption available to unauthorised introducers in that territory, and that you have taken your own advice on which applies to you.
3.2 You must not, in connection with this agreement:
(i) give investment advice or personal recommendations to any prospect;
(ii) communicate, approve or distribute any financial promotion or investment invitation other than material issued to you by the Company for that purpose;
(iii) make any forecast, projection, valuation, guarantee or representation about returns, exit, tax treatment or the prospects of any company, whether written or verbal;
(iv) describe any investment as safe, guaranteed, low-risk or suitable for any particular person;
(v) hold, receive or handle any investor monies, or accept payment of any kind from a prospect or investor;
(vi) amend, edit, summarise or re-present any Company material in a way that changes its meaning or omits its risk warnings.
3.3 All investor-facing material - pitch decks, term sheets, subscription documents, financial information and risk warnings - is issued by the Company. Your role is to introduce and to manage the relationship, not to sell the investment.
3.4 Where a prospect asks a question you are not able to answer within these limits, refer it to your Company contact rather than answering it yourself.
3.5 You shall indemnify the Company against all losses, costs (including legal costs), fines, damages, liabilities, claims and expenses arising from any breach of this clause 3, or from any statement you make to a prospect that is inaccurate, misleading or outside the material provided to you.
3.6 Breach of this clause 3 is a material breach and entitles the Company to terminate immediately and to withhold commission under clause 25.3.
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PART B - INTRODUCTIONS, REGISTRATION AND ATTRIBUTION
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4. THE INTRODUCTION REGISTER
4.1 The Company will set up and share an Introduction Register (a shared spreadsheet or the equivalent function within the Company's operating system). It is your responsibility to keep your entries in it current.
4.2 Before approaching a prospect, you must enter them on the Introduction Register, stating their full name, the entity through which they would invest (if known), and which investment opportunity you are targeting them for.
4.3 The Company will respond within five Business Days marking the entry as either:
(i) Accepted - the prospect is new to the Company and not already registered to another introducer; or
(ii) Declined - the prospect is already known to the Company, already in discussion, or already registered to another introducer.
4.4 Do not approach a prospect until their entry is Accepted. An approach made before acceptance does not create a Qualifying Introduction and earns no commission.
4.5 If the Company fails to respond within five Business Days, the entry is deemed Accepted.
4.6 The Company will give a short reason for any entry Declined, so far as it is able to do so without breaching confidentiality to a third party.
5. QUALIFYING INTRODUCTIONS
5.1 A Qualifying Introduction is an introduction which meets all of the following:
(i) the prospect was entered on the Introduction Register and marked Accepted before any approach was made;
(ii) the introduction is a first-person introduction - you personally introduced the prospect to the Company;
(iii) you have played an active role in managing the relationship in accordance with clause 2.3; and
(iv) the resulting investment is received within the Tail Period under clause 7.
5.2 The following do not qualify for commission in any circumstances:
(i) a prospect already known to, or already in discussion with, the Company or any portfolio company at the time of registration;
(ii) an existing shareholder of the Commissioning Company, including one investing in a further round;
(iii) an investor sourced by a third-party crowdfunding platform, or who invests through such a platform without having first been a Qualifying Introduction of yours;
(iv) a third-tier introduction, as described in clause 18; or
(v) an introduction made in breach of clause 3.
6. COMPETING AND DUPLICATE CLAIMS
6.1 Where more than one introducer claims the same prospect, the introducer whose entry was Accepted onto the Introduction Register first is the sole introducer for that prospect. There is no split, and no second fee is payable.
6.2 The Company's record of the Register, including timestamps, is conclusive evidence of the order and status of entries in the absence of manifest error.
6.3 Where a prospect approaches the Company directly, having previously been Accepted onto the Register in your name and within the Tail Period, that prospect remains attributed to you.
7. TAIL PERIOD
7.1 Registration of a prospect lasts for six months from the date their entry is Accepted (the "Tail Period").
7.2 Commission is payable only on investment funds received in cleared funds during the Tail Period. Investment received after the Tail Period expires earns no commission, whether or not the round it relates to was open during the Tail Period.
7.3 Where a written investment schedule provides for phased payment and the first tranche is received within the Tail Period, later tranches under that same schedule remain commissionable when received, notwithstanding clause 7.2.
7.4 The Tail Period may be extended in writing by the Company, in its discretion, where a prospect is in active documented negotiation at the point of expiry. An extension must be recorded on the Register to be effective.
8. TERMINATION OF REGISTRATION
8.1 The Company may remove a prospect from your registration at any time, on written notice, where the prospect requests it, where you are in breach of clause 3, or where you have ceased to play an active role under clause 2.3.
8.2 Removal under clause 8.1 does not affect commission already earned on funds already received.
9. INTRODUCTIONS ACROSS THE PORTFOLIO
9.1 If a prospect who is a Qualifying Introduction invests in a TechAdVenture portfolio company other than the one they were registered against, commission is payable at the same rates set out in clause 10, by that company as Commissioning Company.
9.2 Clause 9.1 applies only where the investment is received within the Tail Period applying to the original registration. It does not restart or extend the Tail Period.
9.3 Where a prospect invests in more than one portfolio company, commission tiers are calculated separately for each company, based on the Attributable Investment received by that company.
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PART C - COMMISSION AND PAYMENT
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10. COMMISSION RATES
10.1 Commission is calculated on the Attributable Investment - the total cleared investment funds received by the Commissioning Company from your Qualifying Introductions in the relevant round. It is not calculated on the total size of the round.
10.2 Rates are marginal. Each band applies only to the slice of Attributable Investment falling within it:
- 10% on the first £250,000 (maximum £25,000 from this band)
- 8% on the slice from £250,001 to £500,000 (maximum £20,000 from this band)
- 6% on the slice from £500,001 to £1,000,000 (maximum £30,000 from this band)
- 5% on anything above £1,000,000 (uncapped)
10.3 A worked example is set out in Schedule 1. In the event of any inconsistency, this clause 10 prevails over Schedule 1.
10.4 Bands are cumulative across a single round for a single Commissioning Company. They reset for each new round.
11. WHEN COMMISSION IS EARNED
11.1 Commission is earned only when all of the following have occurred:
(i) the investment funds have been received in cleared funds by the Commissioning Company;
(ii) the Subscription Letter has been issued and signed; and
(iii) the corresponding share certificate has been issued.
11.2 There are no upfront payments and no payments against signed or executed investor documents alone. Commission follows secured funds and issued certificates.
11.3 For context, the standard process is: once a price per share is agreed, the Company issues a draft term sheet and subscription offer for electronic signature, confirming the agreement and advising the investor where to transfer funds. Once the transfer is received and the Subscription Letter is issued and signed, the Company issues share certificates. Certificate issue can take four to six weeks after the round closes.
12. INVOICING AND PAYMENT
12.1 Commission becomes invoiceable on the later of (a) the date commission is earned under clause 11, and (b) the date the round is formally closed.
12.2 You must submit a valid invoice to the Commissioning Company - not to TechAdVenture Limited, unless TechAdVenture Limited is the Commissioning Company. Every invoice must identify the Commissioning Company, the round, the investor or investors it relates to, and the Attributable Investment on which it is calculated.
12.3 Payment will be made within ten Business Days of receipt of a valid invoice, subject to a minimum of five Business Days between an approved invoice entering the payment run and funds leaving the account.
12.4 If the Company disputes in good faith and on reasonable grounds any sum invoiced, it may withhold the disputed amount only, pending resolution. Undisputed amounts will be paid as normal.
13. PHASED INVESTMENT AND CROWDFUNDING ROUNDS
13.1 Where investment monies are phased under an applicable written schedule, commission is paid in phases, in line with that schedule, as each tranche is received in cleared funds.
13.2 Where a campaign is run via a third-party crowdfunding platform, payment will be made 30 days after the platform has issued all share certificates and processed all EIS/SEIS certificates.
13.3 If the Company does not hit its crowdfunding target, the platform does not pay out and no commission is payable - the Company receives nothing either.
14. CURRENCY
14.1 Commission is paid in the currency in which the investment was received, unless otherwise agreed in writing in advance.
14.2 Where investment is received in a currency other than sterling, the band thresholds in clause 10 are converted at the Company's bank rate on the date the funds cleared. Exchange rate movement after that date is at your risk.
14.3 Bank charges, intermediary bank fees and conversion costs on your side of the transaction are yours to bear.
15. TAX
15.1 The commission percentages in clause 10 are gross and inclusive of all taxes, including VAT or any equivalent sales or turnover tax in any territory. You are responsible for accounting for these; the Company is not.
15.2 You are responsible for your own income tax, corporation tax, social security and any withholding obligations in every territory in which you operate.
15.3 Invoices must comply with the tax rules of both your territory and that of the Commissioning Company.
16. CLAWBACK
16.1 If within twelve months of payment any investment on which commission has been paid is returned, rescinded, cancelled, withdrawn, unwound or found to have been made on the basis of a misrepresentation, you shall repay the corresponding commission.
16.2 Repayment is due within 30 days of written demand. The Company may instead set the amount off against any commission subsequently payable to you.
16.3 Clause 16 does not apply where the return of funds results solely from the act or default of the Company.
17. EXPENSES
17.1 You are liable for all expenses you incur in signing up, and in sourcing and managing prospective investors, unless otherwise agreed by the Company in writing in advance by side letter.
17.2 If you hold an approved expenses card you must follow the TechAdVenture Expenses Policy set out in the Company Handbook.
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PART D - SECOND INTRODUCERS
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18. INDIRECT INTRODUCTIONS AND FEE SPLITS
18.1 If an investment arises because you introduced the opportunity to someone who is not themselves an investor but a further introducer, and that Second Introducer requires a fee, that fee comes out of your commission.
18.2 It is your responsibility to agree the split with the Second Introducer directly and in advance. Typically this would be 50% of your commission, but the figure is a matter between you and them.
18.3 The Company is not liable for any fee or commission due to a Second Introducer or any other third party. You are liable for all fees relating to any third-party arrangement, and it is your responsibility to make that clear to everyone involved.
18.4 You must make the Second Introducer aware of this agreement. The Company strongly recommends that the Second Introducer is formally signed up by TechAdVenture on this agreement, with an agreed revised fee structure, so that everyone has a clear contract and the risk to all parties is minimised. Where the Second Introducer is signed up in this way, the Company may pay them directly and deduct the amount from your commission.
18.5 A third-tier introduction is not covered by this agreement. If you introduce us to someone, who introduces us to someone, who then introduces us to someone from whom investment follows, no commission is payable to anyone. The objective is to introduce us to investors, not to people who know investors.
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PART E - DATA, CONFIDENTIALITY AND CONDUCT
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19. CONFIDENTIALITY
19.1 You must not at any time disclose or use for any purpose other than performing this agreement any Confidential Information, including details of the business, finances, strategy, technology, cap table, valuation, round terms or plans of the Company or any portfolio company.
19.2 You must not disclose your working relationship with TechAdVenture or any portfolio company to the media or via social media unless directed to do so in writing.
19.3 The Company may require you to sign a separate non-disclosure agreement for particular opportunities, and you shall do so on request.
19.4 This clause survives termination.
20. DATA PROTECTION
20.1 Each party acts as an independent controller in respect of personal data it processes under this agreement. Neither party processes personal data on behalf of the other.
20.2 Your contacts remain yours to manage and the Company will not use them for any purpose other than the opportunity registered, unless and until that contact becomes an investor. Once a contact becomes a shareholder, the Company processes their data in its own right as a shareholder of the Company, and continues to do so after this agreement ends.
20.3 You warrant that you have a lawful basis for sharing each contact's personal data with the Company, that the sharing is compatible with the basis on which you obtained it, and that you have given any privacy information required.
20.4 Each party shall comply with applicable data protection law and shall notify the other without undue delay of any personal data breach affecting data shared under this agreement.
21. ANTI-BRIBERY, SANCTIONS AND FINANCIAL CRIME
21.1 You shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, counter-terrorist-financing and sanctions laws.
21.2 You must not offer, give or receive any bribe, secret commission or improper inducement in connection with any introduction.
21.3 You must not introduce any prospect who is, or who is controlled by, a person subject to sanctions in any relevant territory, and must promptly disclose to the Company anything you know or suspect about a prospect's source of funds that would give a reasonable person cause for concern.
21.4 The Company carries out its own investor due diligence and may decline any investment for any reason. No commission arises on investment the Company declines.
21.5 Breach of this clause is a material breach and entitles the Company to terminate immediately and to withhold commission under clause 25.3.
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PART F - TERM, TERMINATION AND LEGAL FRAMEWORK
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22. TERM
22.1 This agreement takes effect on the date of signature and continues until terminated under clause 23. Individual registrations run for their own Tail Period under clause 7.
23. TERMINATION
23.1 Either party may terminate this agreement for the provision of introductory services with immediate effect, on written notice or by email.
23.2 Termination does not affect commission already earned, or commission that becomes earned on a Qualifying Introduction registered before termination where the funds are received within the Tail Period. Those sums will be honoured and paid in accordance with Part C.
23.3 Clause 23.2 does not apply where the Company terminates for your material breach, in particular a breach of clause 3 or clause 21. In that case the Company may withhold commission not yet paid, to the extent that the breach relates to or has affected the introduction concerned.
23.4 Clauses 3.5, 15, 16, 18.3, 19, 20, 21, 24 and 25 survive termination.
24. GOVERNING LAW AND JURISDICTION
GOVERNING LAW FOLLOWS THE COMMISSIONING COMPANY. This agreement applies across all TechAdVenture companies, in all territories and all currencies - but it is enforced locally. The governing law, and the courts with exclusive jurisdiction, are those of the country in which the Commissioning Company is registered.
24.1 This agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the law of the country in which the Commissioning Company is registered, and the courts of that country have exclusive jurisdiction.
24.2 Where a country has more than one legal system, the applicable law and courts are those of the jurisdiction within that country in which the Commissioning Company is registered.
24.3 Where TechAdVenture Limited is the Commissioning Company, or where no Commissioning Company has yet been identified, the governing law is that of Scotland and the Scottish courts have exclusive jurisdiction.
24.4 Where commission arises from more than one Commissioning Company, each claim is governed by the law applying to that company under this clause.
25. GENERAL
25.1 This agreement operates alongside the TechAdVenture Supplier Terms & Conditions (Version 2.0). Where they conflict on the subject matter of introductions and commission, this agreement prevails; on all other matters the Supplier Terms & Conditions prevail.
25.2 Any variation of this agreement must be recorded in a side letter, email or PDF written by you and addressed to your primary contact and the Commissioning Company, and is effective only once the Company has replied in writing confirming it. Silence is not acceptance.
25.3 The Company may set off any sum you owe it against any commission payable to you.
25.4 If any provision is held invalid or unenforceable in a particular territory, it is severed for that territory only and the remainder continues in full force.
25.5 No failure or delay in exercising a right is a waiver of it.
25.6 Notices may be given by email to the primary contact named on your appointment.
25.7 You may not assign or subcontract this agreement without the Company's prior written consent.
25.8 The Company may update this agreement from time to time. Updated terms apply to registrations Accepted after the date the updated terms are notified to you.
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DEFINITIONS
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Capitalised words have the following meanings:
"Attributable Investment" means the total investment funds received in cleared funds by a Commissioning Company in a round from investors who are Qualifying Introductions of the Introducer;
"Business Day" means a day other than a Saturday, Sunday or public holiday in the country in which the Commissioning Company is registered;
"Commissioning Company" means the TechAdVenture portfolio company that receives the investment and is solely responsible for the commission arising on it;
"Company", "we" or "us" means TechAdVenture Limited in respect of sign-up and administration, and the Commissioning Company in respect of any particular investment and the commission arising on it;
"Company Handbook" means the TechAdVenture Limited company handbook as published online and notified to you;
"Confidential Information" means details of the business, clients, finances, cap table, valuation, round terms, strategy, technology, methodology or plans of TechAdVenture or any portfolio company, and any information resulting from work carried out under this agreement, whether or not marked confidential;
"Introducer", "you" or "your" means the person, firm or corporation named in the registration form;
"Introduction Register" means the shared register maintained by the Company on which prospects are entered, accepted or declined under clause 4;
"Qualifying Introduction" means an introduction meeting all the requirements of clause 5.1 and none of the exclusions in clause 5.2;
"Second Introducer" means a person to whom the Introducer introduces the opportunity, who is not themselves an investor, and who introduces a prospective investor;
"Subscription Letter" means the letter issued by the Commissioning Company confirming an investor's subscription for shares;
"Tail Period" means the six month period described in clause 7.
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SCHEDULE 1 - WORKED COMMISSION EXAMPLE
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Assume a single round in which £600,000 of Attributable Investment is received in cleared funds from your Qualifying Introductions. Because the rates are marginal, each band applies only to the slice within it:
- First £250,000 of that sum, at 10% = £25,000
- Next £250,000 (the slice from £250,001 to £500,000), at 8% = £20,000
- Next £100,000 (the slice from £500,001 to £600,000), at 6% = £6,000
- TOTAL: £600,000 of Attributable Investment = £51,000 commission
Total commission is £51,000, an effective rate of 8.5%. This figure is gross and inclusive of VAT and all other taxes under clause 15.
Note that the calculation is based on the £600,000 attributable to your introductions, not on the total size of the round. If the round raised £1,500,000 in total but only £600,000 came from your Qualifying Introductions, the calculation above still applies.
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CONFIRM BEFORE YOU SIGN
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By signing below you confirm that you have read and understood this agreement, and in particular that:
- your client is the Commissioning Company, and TechAdVenture Limited is not liable for commission owed by any other portfolio company;
- a prospect must be Accepted onto the Introduction Register before you approach them, or no commission is payable;
- commission follows cleared funds and issued share certificates - never signed documents alone;
- your registration of a prospect lasts six months, and investment received after that earns nothing;
- commission percentages are gross and inclusive of VAT and all other taxes;
- you are liable for any Second Introducer's fee out of your own commission, and third-tier introductions earn nothing; and
- you will not give investment advice or issue financial promotions, and you give the warranties in clause 3.1.