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, before GST.
Company means the Founder's Indian 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 the Launch date planned in the Scope Contract, as extended under this term sheet.
Definitive Agreements means the shareholders' agreement, the share subscription agreement, the Articles as amended, the Scope Contract and any other agreement that gives legal effect to this term sheet.
DIN means a Director Identification Number issued by the Ministry of Corporate Affairs.
ESOP Trust means an employee welfare trust that holds shares for the Company's employee stock option scheme.
FEMA means the Foreign Exchange Management Act, 1999 and the rules and regulations made under it, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.
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 start date of the build set in the Scope Contract, normally the first Working Day of the month in which the Cycle starts.
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.
MCA means the Ministry of Corporate Affairs, including the Registrar of Companies.
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.
Registered Valuer means a valuer registered under section 247 of the Companies Act, 2013.
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 public holiday in the city where the Company's registered office is.

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 India under the Companies Act, 2013, and not a One Person Company. Its filings with the MCA must be up to date, every director must hold an active DIN with KYC up to date, and no other company may hold a majority of its shares.
b) Recognition of the Company as a startup by the Department for Promotion of Industry and Internal Trade (DPIIT) is encouraged but not required.
c) Digitechnique co-founds no more than three (3) products a year, one per Cycle. A place may be filled before the published closing date.
d) Selection is at Digitechnique's sole discretion. An application creates no obligation for either party.
e) 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) An Indian 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.
g) GST on the Build Cost, under Section 16(d).

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 and paid for in shares under Section 9.
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) Kept separate. 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 promise 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 equity share capital on a fully diluted basis, including any agreed ESOP pool. The exact figure is fixed in the Definitive Agreements, based on scope, risk and the cost split.
b) The shares are equity shares of the same class as the Founder's. They carry no liquidation preference, and the Company does not agree to buy them back.
c) When the shares are allotted. Shares issued on a preferential basis must be fully paid when they are allotted. So the Company allots Digitechnique's shares within thirty (30) days after the MVP is accepted under Section 12, in exchange for the Contributed Build Value already provided. Until then, the Definitive Agreements give Digitechnique the rights in Sections 13, 14 and 15 by contract.
d) How the shares are allotted. The allotment is a preferential allotment for consideration other than cash under sections 42 and 62(1)(c) of the Companies Act, 2013 and rule 13 of the Companies (Share Capital and Debentures) Rules, 2014. It needs authority in the Articles, a special resolution of the shareholders, an offer letter, and a Registered Valuer's report on the price of the shares and on the value of the services. The Company files the special resolution with the MCA (Form MGT-14) within thirty (30) days of passing it and the return of allotment (Form PAS-3) within fifteen (15) days of the allotment, pays the stamp duty on the issue, and issues the shares in dematerialised form where the law requires it. The Founder votes for the resolutions needed. The Definitive Agreements also say what happens if the Registered Valuer's price does not support the agreed percentage.
e) Digitechnique's stake dilutes pro rata with all shareholders in later funding rounds. Digitechnique takes no special anti-dilution protection.
f) Digitechnique's stake may increase under Section 18 if a Marketing Default is not remedied.
g) A cap, and no buy-backs. 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, so it can never block a special resolution on its own. Nothing in this term sheet requires the Company to buy back its own shares. Under section 68 of the Companies Act, 2013, a buy-back can be paid for only out of free reserves, the securities premium account or the proceeds of another issue, within set limits, and the Company could not issue more shares of the same kind for six (6) months afterwards. So shares that change hands under this term sheet are transferred to the Founder, a buyer the Founder introduces, a new founder, an employee or an ESOP Trust. The Company never buys them back.
h) Shareholders outside India. If any party is a person resident outside India, every issue and transfer of shares under this term sheet also follows FEMA, including its pricing rules and its reporting to the Reserve Bank of India through an authorised bank (for a new issue, Form FC-GPR within thirty (30) days). Before signing, the parties' lawyers confirm that an issue of shares for services to that person is permitted, and by which route.

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, the Company allots Digitechnique only fifty per cent (50%) of the shares agreed under Section 9(a) when the MVP is accepted. The other half is never issued, and Digitechnique receives no cash or other payment in its place. Delays caused by the Founder and approved change requests extend the Longstop Date. This protects the Founder. Because the shares are allotted only after delivery, nothing has to be cancelled, bought back or transferred.
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. Because the Founder already owns the shares, this works as reverse vesting: the Articles and the shareholders' agreement give the right to require a transfer of unvested shares under paragraph (c). 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 Founder transfers the unvested shares, as the board directs, to a new founder, an employee or an ESOP Trust. 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 face value. The Company does not buy the shares back, and leaver shares never pass to Digitechnique.

a) All intellectual property created for the Product during the collaboration belongs to the Company. Digitechnique assigns it to the Company by a signed written assignment under section 19 of the Copyright Act, 1957, which identifies the work and assigns all rights, worldwide and for the full term of copyright. The assignment states that the rights do not lapse if they are not used within one (1) year, so the Act's default limits (five (5) years, India only, and lapse after a year of non-use) do not apply.
b) Moral rights. Indian law does not clearly allow an author to give up the special rights in section 57 of the Copyright Act, 1957: the right to be named as author and to object to changes that harm their honour or reputation. So Digitechnique agrees not to assert those rights against the Company, its licensees or a buyer of the Product, and gets the same written promise from every engineer who works on the Product, as far as the law allows.
c) Digitechnique makes sure that everyone who works on the Product, including any contractor, has assigned their rights to Digitechnique in writing, so that Digitechnique can assign them to the Company.
d) Ownership passes to the Company milestone by milestone, as each Founder Cash Contribution milestone is paid, and in full when Digitechnique's shares are allotted. Until then, Digitechnique holds that work for the Company.
e) Code repositories, design files and service accounts are held in the Company's name from Kick-off, with administrator access for both parties.
f) Digitechnique keeps ownership of its pre-existing tools, libraries and frameworks. The Company receives a perpetual, worldwide, royalty-free licence to use them within the Product, which transfers with the Product if it is sold.
g) 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. A director needs a DIN and owes the Company the duties in section 166 of the Companies Act, 2013. Because Digitechnique is also the Company's supplier, Digitechnique recommends the observer seat.
c) Reserved matters. While Digitechnique holds, or is entitled under Section 9 to receive, 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 equity 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) The rights in this Section and in Sections 10, 15 and 18 are written into the Articles as well as the shareholders' agreement, so that they bind the Company and every shareholder.
f) Everything else is the Founder's decision. Digitechnique co-founds. It does 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 and its annual financial statements. It also sends an updated capitalisation table within ten (10) Working Days of any change to it.

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) Right of first refusal. 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) GST. The services Digitechnique provides in exchange for shares are a supply under GST law, valued under the GST rules for consideration that is not wholly in money. Any GST due on the Build Cost, including the Contributed Build Value, is borne by the Company and paid in cash, in the way the Scope Contract records. A GST-registered Company may be able to claim it as input tax credit. The Company takes advice on this from its CA.

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 Founder transfers to Digitechnique enough equity shares to raise Digitechnique's holding 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 price is face value, or the lowest price the law allows where FEMA pricing rules apply. The Company does not issue new shares for this, because new shares would have to be priced on a Registered Valuer's report. If Digitechnique's shares have not yet been allotted, the transfer is made when they are.
(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. Where FEMA pricing rules apply, the price is no more than those rules allow. The Company itself does not buy them, for the reasons in Section 9(g).
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, in cash or in shares, stays with Digitechnique until it is paid. If Digitechnique's shares have not yet been allotted, the Company either allots Digitechnique the part of its agreed holding that matches the work delivered, or pays for that work in cash at the Scope Contract rates, at Digitechnique's choice. Digitechnique keeps any shares it holds 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: Digitechnique receives only half of its agreed shares, and 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.
c) Both restrictions apply as far as Indian law allows.

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 fraud, for death or personal injury caused by negligence, or for any other liability that cannot be limited under Indian 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 checks on the Company's MCA records, its directors' DIN status, and the financial standing of the Company 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, from a lawyer and a CA. Digitechnique insists on it.
e) Articles amended as Section 13(e) requires.
f) A programme place available in the Cycle.

Either party may withdraw in writing before the Definitive Agreements are signed. Confidentiality survives. Any Founder Cash Contribution 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 Indian data protection law: the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025, as each part comes into force, and, while they apply, section 43A of the Information Technology Act, 2000 and the rules made under it. Where Digitechnique processes personal data for the Company, the Company is the Data Fiduciary and Digitechnique is its Data Processor, and the parties sign a Data Processing Addendum.

Each party pays its own legal, accounting and advisory costs. The Company pays the costs of issuing Digitechnique's shares, including the Registered Valuer's fee, stamp duty and MCA filing fees.

This term sheet is governed by the laws of India. The Definitive Agreements are also governed by the laws of India and set the dispute process for the collaboration. A dispute is first discussed in good faith for thirty (30) days, then referred to mediation. If it is not settled within sixty (60) days after mediation starts, either party may refer it to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by both parties, seated in the city of the Company's registered office and conducted in English. Either party may still ask a court for urgent interim relief.