Engagement Term Sheet
The terms, published.
Two engagements, deliberately separated. The Gate produces a verdict and is paid in cash regardless of what that verdict is. The Build Partnership takes equity, and only exists after the investor has already committed.
They are separated for one reason: so that the verdict cannot be bought — including by us.
Currency EUR. Prices are standard and published — there is no rate card behind this one. This is a term sheet, not a contract. Definitive documents follow this structure.
Part A
The Gate
Technical validation. Commissioned and paid for by the investor.
| Term | Provision |
|---|---|
| Client | The investor — fund, syndicate, angel or family office. |
| Subject | A company or idea under consideration for investment. |
| Purpose | Establish, quickly and cheaply, whether the thing can be built — by these people, for this money, in this time. |
| Fee | €4,000, fixed, paid by the Client. One price. Where the subject has an existing codebase or material regulatory exposure, a Deep Gate at €9,000. |
| Fee structure | Fixed and outcome-blind. The fee is identical whether the verdict is proceed or decline. No contingency, no success fee, no equity, no warrant, no option and no deferred consideration of any kind attaches to the Gate. |
| Duration | 10 working days from access being granted. Deep Gate: 15. Hard stop — an unfinished verdict is delivered as an unfinished verdict, not as a request for an extension. |
| Timebox guarantee | If the verdict is delivered after the timebox expires, the fee is waived in full. The guarantee attaches to delivery, which we control. It never attaches to the verdict, which must stay unbought — there is no circumstance in which the conclusion affects what is owed. |
| Fund subscription | Optional. €2,500 per month for up to one Gate per calendar month — €30,000 per year. Unused months do not roll forward. Paid in full regardless of how many verdicts are proceed and how many are decline, which removes the incentive question at the portfolio level rather than managing it deal by deal. |
| Deliverable | (a) Written verdict — proceed, decline, or proceed subject to named conditions; (b) the assumptions tested and how each was tested; (c) the assumptions that could not be resolved in the time, and what resolving them would cost; (d) on a proceed, a build plan with cost, sequence and team shape. |
| Distribution | The Founder receives the complete deliverable, unredacted, at the same time as the Client. No investor-only version exists. |
| Founder retains | The Founder may use, keep and show the deliverable freely — including to other investors, and including after a decline. |
| Access required | Founder's time (approx. 6–10 hours), existing code and infrastructure, third-party dependency and licence terms, and any regulatory correspondence. Access is granted by the Founder, not compelled by the Client. |
| Scope | Technical feasibility, architecture and cost to build, dependency and platform risk, security and data-protection exposure, IP ownership and provenance, and the delivery capability of the team as constituted. |
| Out of scope | Market size, competitive positioning, financial modelling, and any assessment of individuals as people rather than as a delivery capability. |
| Scope note | One question, one timebox, one price. The Gate is deliberately narrow rather than cheap — it goes deep on whether the thing can be built, and says nothing about whether it should be. |
A.1 — Independence provisions
- Outcome-blind fee. A decline pays exactly what a proceed pays.
- No stake at the time of the verdict. Zero2One holds no equity, option, warrant, convertible, debt or revenue interest in the Subject when the verdict is issued, and none is promised conditional upon it.
- Part B terms pre-agreed and frozen. The Build Partnership terms are agreed in outline by all three parties before the Gate begins, and cannot be reopened between the start of the Gate and the delivery of the verdict. Zero2One is therefore never negotiating its own stake while forming the judgement that determines whether that stake exists.
- Standing disclosure. A register of every holding, engagement and prior relationship is provided to the Client unprompted, before each Gate.
- Declared conflict. Any prior relationship with the Founder, the Subject or a competitor of the Subject is disclosed before engagement, and the Client may withdraw at no cost.
Part B
The Build Partnership
Retained technical partner. Executes only after the investment has closed — never before.
| Term | Provision |
|---|---|
| Counterparty | The Company. Not the fund. |
| Trigger | Investment closed, funds received, and the Founder has affirmatively elected to engage. |
| Founder election | The Founder may decline with no effect on the investment. Zero2One will not accept a placement made a mandatory condition of the round over the Founder's objection. |
| Payer | The Company, from the round proceeds — not the fund's management fee. |
| Cash retainer | €3,000 per month for a defined six days per month. Deliberately set at cost — a floor that keeps the engagement honest, not the return. The return is in the milestones and the equity. |
| Term | Minimum six months, then rolling monthly. |
| Equity | 1.25% of fully diluted share capital. |
| Vesting | Monthly over 24 months with a 3-month cliff, running from the engagement start date. |
| Acceleration | 100% single-trigger on change of control. |
| Leaver | On termination by either party, for any reason, Zero2One retains vested equity only; unvested equity lapses immediately. No good-leaver/bad-leaver distinction and no repurchase of vested shares. |
| Milestone bonuses | Five milestones defined at engagement start, €10,000 each, paid on achievement. This is where we are actually paid: deliver in full and the bonuses exceed the retainer; deliver nothing and only the floor is earned. |
| Milestone eligibility | Milestones must be technical and within Zero2One's control — shipped to production, architecture delivered, a named technical risk retired, an engineer hired and productive, a security or compliance gate passed. Revenue, user growth, fundraising outcomes and any other market-dependent measure are not eligible. |
| Termination | The Company may terminate on 30 days' notice, for any reason or none. Zero2One gives 60 days. |
| Concurrency cap | No more than four concurrent Build Partnerships. Disclosed on request. |
| Scope | Technical direction, architecture, build supervision, hiring the permanent engineering team — and standing down as that team stands up. |
| Not in scope | Zero2One is not a director and not an officer, takes no board or board-observer seat, holds no signing authority, and does not manage the Founder. |
B.1 — Reporting provisions
- Nothing travels alone. Every report, note, briefing or material communication from Zero2One to the investor is copied to the Founder in full, at the same time. There is no private channel — in writing or otherwise.
- Risk, not people. Reporting covers technical and delivery risk: what is built, what is late, what is fragile, what will cost more than planned, what has been de-risked. It does not assess the Founder or any individual as a person, and is not an input to any decision about the Founder's position.
- No surprises, in either direction. A risk is raised with the Founder before it is raised with the investor, with time to respond — except where there is an active legal, regulatory or data-protection breach.
- Fixed cadence. A monthly written report on a published template, plus immediate notification of any material change. The same document goes to both parties.
- The Founder may append. The Founder may attach a response to any report, unedited, and it travels with the report.
Part C
What each party is protected from
Every item below is a clause reference, not a sentiment.
Protected
The investor
- A bought verdict — identical fee either way, no stake held when it is written (A.1.1, A.1.2)
- A negotiated verdict — Part B frozen while the Gate runs (A.1.3)
- A blind spend after the wire — embedded partner, fixed monthly reporting (B.1.4)
- Undisclosed conflicts — standing register (A.1.4)
Protected
The founder
- Surveillance — no private channel to the investor, ever (B.1.1)
- Being assessed rather than assisted — reporting scoped to technical risk (B.1.2)
- Ambush — risks raised with them first, right of reply attached (B.1.3, B.1.5)
- Entrapment — 30-day no-fault exit, vested equity retained (Part B)
- Coercion — cannot be imposed as a condition of the round (Part B)
- A wasted process — they own the deliverable, decline or not (Part A)
Protected
Zero2One
- Working for free — outcome-blind fee plus a cash floor (A, B)
- Founder risk without founder control — controllable milestones only (Part B)
- Liability for outcomes it does not control — no board seat, defined scope (Part B)
- A conflict surfacing later as a scandal — disclosed first, as standing practice (A.1.4, A.1.5)
- Overcommitment degrading the work — hard cap of four (Part B)
Part D
The four we won't negotiate
Everything above is negotiable except these. They are the product.
- The Gate fee never becomes contingent, and never becomes equity. Every version of take it in stock and skip the fee destroys the only thing being sold — that the decline is worth something. The moment a decline costs us money, nobody need wonder whether we would ever issue one.
- The founder always receives the full Gate deliverable. No investor-only version exists.
- No private channel to the investor during a Build Partnership.
- No Build Partnership imposed on an unwilling founder.