Preliminary regulatory statement
Found Capital Limited t/a Found Capital (“Found Capital”, “FC”, “we”, “us”, “our”) is an affiliated company of Leela Capital Advisory LLP, which is an Appointed Representative of Leela Capital Regulatory Solutions Limited (Financial Services Register Number 845185) (“LCRS”), a firm authorised and regulated by the Financial Conduct Authority (“FCA”). Any financial promotion communicated by Found Capital is issued strictly under approval from LCRS in accordance with section 21 of the Financial Services and Markets Act 2000 (“FSMA”).
The contents of this Agreement, the Platform, and all associated materials are intended solely for persons located within the United Kingdom who meet the exemptions in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”). These include, without limitation, High Net Worth Individuals, Self-Certified Sophisticated Investors, Investment Professionals, High Net Worth Companies, Trusts and Associations. All information made available through the Platform is provided for general information purposes only and does not constitute investment advice, tax advice, legal advice, or a personal recommendation to engage in investment activity.
Persons who do not meet the above eligibility criteria must not rely on, act upon, disseminate, or use any information contained herein. If you are not the intended recipient or do not meet the FPO exemptions, you must cease accessing the Platform immediately.
This Agreement constitutes a legally binding contract between you and Found Capital under the laws of England and Wales.
1. Definitions and interpretation
For the purposes of this Agreement, the following terms shall have the meanings given below.
The term “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. “Control” means the beneficial ownership of more than fifty per cent (50%) of voting securities or the legal power to direct the management of the entity.
The term “Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.
The “Commencement Date” means the date upon which the Investor completes registration or otherwise accepts this Agreement, whether electronically or by execution.
The term “Platform” refers to the online systems, websites, applications, communications channels, digital infrastructure, documentation repositories and associated technology operated by Found Capital.
The term “Services” refers to all arranging, communication, coordination, membership and information services provided by Found Capital via the Platform.
The term “Investor”, “User” or “Member” refers to any individual or entity who registers for access to the Platform or Services.
The term “Investment Opportunity” refers to any communication, introduction, or material relating to a company or entity seeking investment, whether in equity, debt, convertible instruments or otherwise.
The term “Introduction” means the provision of information, details or contact relating to a prospective investment opportunity by Found Capital to the Investor.
The term “Investment” refers to any investment made by the Investor in securities or assets of a company introduced by Found Capital, including equity, debt, loan notes, convertible instruments or other funding.
The term “Investment Consideration” includes all value paid or contributed by the Investor to an investee entity, whether in cash, securities, assets, or in any other form.
The term “Hurdle Return” refers to the amount equal to one hundred per cent (100%) of the Investor’s invested capital plus a compounded annual return of eight per cent (8%).
The term “Surplus Profits” refers to any amount received by the Investor from an Investment that exceeds the Hurdle Return.
The term “Carried Interest” refers to Found Capital’s entitlement to twenty per cent (20%) of all Surplus Profits once the Hurdle Return has been met.
The term “Membership Fees” refers to all fees charged by Found Capital for access to the Platform’s membership tiers, including recurring or one-off payments.
The term “Payment Processor” includes Stripe and any successor or alternative provider authorised by Found Capital.
Any reference to a statute includes reference to that statute as amended or re-enacted from time to time. Words importing the singular include the plural and vice versa.
2. Regulatory status and investor eligibility
Found Capital operates under the regulatory permissions of LCRS, and all financial promotions disseminated through the Platform are approved by LCRS where required under section 21 FSMA. Found Capital does not provide investment advice or personal recommendations, and no communication should be construed as such.
By entering into this Agreement, the Investor warrants that they fall within one of the exempt categories under the Financial Promotion Order 2005 and that they are legally permitted to receive investment communications and financial promotions. The Investor undertakes to notify Found Capital immediately if any change arises which may affect their eligibility.
The Investor acknowledges that Found Capital does not undertake suitability assessments, portfolio reviews, or fiduciary duties. All investment decisions are taken independently by the Investor.
3. Registration and membership
The Investor must provide complete and accurate information during registration and must keep such information up to date at all times. Access to the Platform is granted strictly on the basis that the Investor complies with all eligibility, verification and regulatory requirements imposed under this Agreement.
Found Capital may, at its sole discretion and without obligation, offer an optional free trial period to new Investors. Such free trial access is granted on an ex gratia basis and may be withdrawn, extended, amended, suspended or discontinued at any time without cause. A free trial does not confer any entitlement to paid membership features beyond the period expressly granted, nor does it create any expectation of ongoing free access following its expiry.
Where a free trial is offered, the Investor’s membership status upon expiration of that trial shall depend upon the Investor’s affirmative election to proceed to a paid membership tier. In the event that the Investor does not actively select and pay for a paid membership tier prior to or upon expiry of the free trial, the Investor’s account shall automatically and without further action be downgraded to the Network Membership level. The Network Membership tier is provided free of charge and shall continue indefinitely unless terminated or deactivated in accordance with this Agreement.
Network Membership provides access to limited features of the Platform as determined by Found Capital from time to time. Found Capital reserves the right to modify the scope, features, limitations or availability of Network Membership at its absolute discretion. Network Members who subsequently wish to upgrade to a paid tier must complete the applicable payment process and accept the associated fee structure prevailing at the moment of payment.
Either the Investor or Found Capital may terminate or deactivate a Network Membership at any time and for any reason, with or without notice, subject only to compliance with any regulatory or legal obligations. Found Capital may, without limitation, deactivate accounts that remain inactive for extended periods, that fail verification checks, or that breach the terms of this Agreement.
4. Acceptable use and conduct obligations
The Investor agrees to use the Platform solely for lawful purposes and in accordance with all applicable laws, including FSMA, FCA rules and the terms of this Agreement. The Investor shall not engage in activity that disrupts or damages the Platform or that interferes with other users.
Investment materials are confidential and may only be shared with professional advisers bound by confidentiality obligations. The Investor shall not forward or disseminate FCA-approved financial promotions to individuals not lawfully entitled to receive them.
The Investor must not attempt to gain unauthorised access to any system, transmit harmful code, or engage in fraudulent, misleading or deceptive conduct.
5. Investment information, risk warnings and liability acceptance
All information communicated by Found Capital is provided strictly for general informational purposes. Found Capital does not guarantee the accuracy, completeness or reliability of information supplied by companies seeking investment. Unless expressly stated, Found Capital does not undertake due diligence on investee companies.
The Investor acknowledges that early-stage and unlisted investments carry significant risks including total loss of capital, illiquidity, valuation uncertainty, dilution and delays in realisation. The Investor accepts full responsibility for obtaining independent legal, financial, tax or investment advice.
Found Capital, LCRS, and Leela Capital Advisory LLP shall not be liable for any loss arising out of investment decisions or reliance on Platform information, whether direct, indirect, incidental or consequential.
6. Carried interest and performance fee structure
The Investor agrees that Found Capital shall be entitled to Carried Interest equal to twenty per cent (20%) of Surplus Profits generated from any Investment introduced or arranged by Found Capital. Surplus Profits shall accrue only once the Investor has received the Hurdle Return, namely one hundred per cent (100%) of invested capital together with eight per cent (8%) compounded annually.
The Investor shall not restructure, delay, divert or manipulate proceeds in a manner intended to avoid Found Capital’s entitlement to Carried Interest. Found Capital may request reasonable documentation to verify calculations of Surplus Profits.
The Hurdle Return and Carried Interest shall survive termination of this Agreement for so long as the Investor continues to receive distributions or realisations from relevant Investments.
7. Membership fees, payment terms, cooling-off rights and legal effect of payment
The fee obligations applicable to a given Investor shall depend upon whether the Investor (i) was granted a free trial, (ii) elected to convert such free trial into a paid membership tier, and (iii) accepted the fee schedule prevailing at the moment of payment, all of which shall form binding contractual terms of this Agreement.
Where an Investor is granted a free trial and subsequently elects not to convert to a paid membership tier by making a payment through the Payment Processor, the Investor expressly acknowledges and agrees that their account shall automatically transition into the Network Membership tier upon expiration of the free trial. No payment shall be required for this automatic transition, and the Investor’s continued access to the Platform shall be subject to the limitations applicable to Network Membership.
Network Membership continues on a rolling basis without charge until terminated by either party. Notwithstanding that Network Membership is free, the Investor remains bound by the terms of this Agreement, including those relating to regulatory status, confidentiality, conduct obligations, investment risk warnings and limitation of liability.
Where an Investor elects to convert a free trial to a paid membership tier, such conversion shall occur only upon:
(a) affirmative selection of a paid membership tier, and
(b) successful completion of a payment through the Payment Processor.
Upon payment, the Investor irrevocably accepts the Membership Fees, contract terms, renewal periods and obligations associated with the selected tier. Payment constitutes a unilateral acceptance of the contract, and all payments made are intentional, binding, and enforceable under the laws of England and Wales.
The Investor expressly acknowledges that Network Membership is not a trial, does not expire by default, and does not require payment unless the Investor elects to upgrade. Should Found Capital later introduce new membership tiers or pricing structures, such changes shall not modify or impair the Investor’s existing contractual obligations unless the Investor elects to subscribe to such new tiers by making payment accordingly.
8. Data protection and confidentiality
Found Capital shall process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018. The Investor acknowledges that personal data may be shared with Affiliates, service providers and regulatory authorities where necessary for the performance of this Agreement.
All investment-related materials, communications and opportunities accessed through the Platform are confidential. The Investor shall not disclose such information except as required by law or to obtain professional advice, provided the adviser is subject to confidentiality obligations.
9. FCA-mandated financial promotion notice
The following statement is included as a binding term of this Agreement:
This document is a financial promotion approved by Leela Capital Regulatory Solutions Limited for the purposes of section 21 of the Financial Services and Markets Act 2000. The information provided herein does not constitute investment, tax, accounting or legal advice. Investments in early-stage or unlisted companies carry significant risk and may result in the loss of all capital invested. Past performance is not a reliable indicator of future returns.
10. Modification of agreement
Found Capital reserves the right to amend, update or replace this Agreement where necessary to reflect regulatory changes, operational improvements or legal requirements. Continued use of the Platform after publication of changes constitutes acceptance.
11. Limitation of liability
Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, Found Capital shall not be liable for indirect, special or consequential loss, loss of profit, loss of data, loss of opportunity or loss of goodwill. Found Capital’s total liability shall not exceed the total Membership Fees paid by the Investor in the twelve (12) months preceding the event giving rise to the claim.
12. Dispute resolution
The parties shall first attempt to resolve any dispute through good-faith negotiation. Should such negotiation fail, the dispute shall be referred to binding arbitration seated in London under the Arbitration Act 1996, with proceedings conducted in English.
13. Termination
Either party may terminate this Agreement by written notice. Termination shall not affect accrued rights or obligations. In particular, Found Capital’s entitlement to Carried Interest shall survive termination and remain binding for as long as Surplus Profits continue to arise.
14. Governing law
This Agreement is governed by, and shall be construed in accordance with, the laws of England and Wales. Subject to the arbitration clause, the courts of England and Wales shall have exclusive jurisdiction.
15. Entire agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements, understandings or representations, whether written or oral.