How the investment works, exactly.

The invested part of our fee becomes a convertible loan from SLSCRW to your company. It works like a SAFE in outcome, but it is structured as a loan under Dutch law, documented in a short investment agreement that both parties sign before the work starts.

The agreement is separate from the service agreement for the commercial work. The service agreement covers what we do and what it costs. The investment agreement covers the loan, the conversion, and the cases described on this page. If we invest nothing, there is no investment agreement and the engagement is a normal service contract.

We use a loan structure because it does not require a valuation today, it does not change your cap table until a round prices the company, and it is a form your future investors will already know.

As we deliver the agreed work, the invested share of the fee accumulates as the principal of the loan. If we invest 60% of a €30,000 engagement, the principal is €18,000. You see the balance in the same reporting that shows the work.

The loan carries no interest. The return we seek is the equity the loan converts into, not interest payments from you.

Invested capacity is valued at the same price as the paid part of the fee, which we set close to the real cost of senior commercial talent rather than at agency rates. The investment is part of the fee, not a surcharge on top of it.

The full principal converts into shares at your next qualified funding round. Conversion is automatic when the round closes; there is no negotiation at that point, because the terms were agreed before the work started.

The conversion price is the price per share of the qualified round, less a 20% discount. The discount is our compensation for investing earlier and at more risk than the round investors. It is a discount on the share price at conversion, not a discount on the price of our work. The price of the work never changes.

There is no valuation cap. We do not set a ceiling on the valuation at which we convert, because we do not want to benefit from a lower valuation than the market sets. If your company is worth more by the time it raises, our stake is proportionally smaller. That is the alignment we want.

Worked example: a principal of €18,000 converting at a round with a €10,000,000 pre-money valuation converts at an effective valuation of €8,000,000 after the 20% discount, giving a stake of roughly 0.23%. The exact number of shares follows from the round's share price and is calculated at closing.

A qualified round is a real, priced equity round: new investors put in new money at a negotiated valuation, and the round raises at least €250,000 in new equity. That threshold exists to make sure the price is set by a genuine market transaction, not by a symbolic round.

What does not count: grants and subsidies, loans and venture debt, internal rounds between existing shareholders, and any transaction that does not price the company's shares with new outside money.

The exact definition, including the threshold, is written into the investment agreement, so there is no debate about it later. For companies at a later stage we may agree a higher threshold per deal.

The investment comes with no board seat, no veto rights, and no control rights of any kind. We are a commercialisation partner, not a fund, and we do not want to govern your company.

What we do get is limited to standard minority information rights: the same financial and shareholder information other investors of the round receive, at the same moments. We ask for nothing beyond that, and we sign the round's standard shareholder documentation like any other small investor.

If no qualified round happens, the loan stays outstanding under the terms of the agreement. We do not force a round, we do not call in the debt, and we do not convert on our own initiative. The loan carries no interest and no repayment schedule that could pressure your cash position.

The agreement might include a longstop arrangement for the very long term, agreed per deal. 

If the company is acquired before a qualified round, the loan is settled in the transaction: either converted into shares immediately before the sale at a value agreed in the investment agreement, or repaid from the proceeds. The exact treatment is fixed per deal before we start.

You are only invoiced for the part of the fee we do not invest, on the normal payment terms of the engagement. If we invest 60% of a €30,000 engagement, you receive invoices totalling €12,000. The invested €18,000 never appears on an invoice; it moves directly into the loan principal.

VAT applies to invoiced amounts under the normal rules for services, exactly as it would without the investment. The investment itself is a financing transaction between the companies and is documented separately in the investment agreement.

This page describes the standard structure, not tax advice. Your accountant can review the investment agreement; it is short and written to be read.

Everything on this page is our standard: the convertible loan, no interest, no cap, the 20% conversion discount, the €250,000 qualified-round threshold, and the no-round treatment. These are the terms we start from because we think they are fair on both sides.

An individual investment agreement can differ where a deal calls for it, for example a higher qualified-round threshold for a later-stage company. What does not change: no board seat, no control, and no investment terms agreed after the work has started. The terms are fixed before we begin, always.

Want the plain-language version first? Read how our investment works, or tell us what you've built and we will walk you through it for your company. Questions about the terms? Contact us.