Terms & Conditions

1Definitions and Interpretation

In these Terms and Conditions, the following expressions have the meanings given:

Headings are for convenience only and do not affect interpretation. References to statutes include amendments. "Including" is not limiting. Singular includes plural and vice versa.

2About Macaire Solutions Ltd and the Founder75 Programme

Macaire Solutions Ltd (company number pending registration; registered office: England and Wales) operates the Founder75 programme as a joint initiative with Buildnetic and Digiconnekt.

The Programme is designed to pair senior executives, C-suite leaders, and domain experts ("Founders") with a technical co-founder (Buildnetic) and a growth co-founder (Digiconnekt), enabling them to launch and build a venture while retaining a majority equity stake of 75% or more.

The Programme is not a financial services provider, investment fund, or regulated entity. Nothing on the Founder75 website, in any Programme material, or in these Terms constitutes regulated financial advice, investment advice, or a financial promotion under the Financial Services and Markets Act 2000. Founders should seek independent professional advice before making any investment decision.

3Eligibility and Application

The Programme is available by application only. Macaire reserves the right to accept or decline any application at its sole discretion.

To be eligible, applicants must:

• Be aged 18 or over and legally competent to enter into binding contracts;
• Have the legal right to work or operate in the United Kingdom or their jurisdiction of incorporation;
• Demonstrate validated market demand or domain expertise relevant to the proposed Venture;
• Be able to make the Capital Contribution specified in the Term Sheet from legitimately sourced funds; and
• Not be subject to any legal, regulatory, or contractual restriction that would prevent participation in the Programme.

Submission of an application does not create any obligation on Macaire to offer a place in the Programme or to enter into a Term Sheet. An application may be withdrawn by the applicant at any time before a Term Sheet is signed.

4Services and Deliverables

Upon execution of a Term Sheet, Macaire (through Buildnetic and Digiconnekt) will use reasonable commercial endeavours to deliver the Services agreed therein. Specific deliverables, timelines, team composition, monthly hours, and milestones are set out in the Term Sheet and any associated statements of work.

Services are delivered on a best-efforts basis. Macaire does not guarantee specific commercial outcomes, revenue targets, user growth, or the success of the Venture. Technology and market conditions may affect delivery timelines.

Any material changes to the agreed scope of Services must be agreed in writing by both parties. Additional scope beyond what is specified in the Term Sheet may be subject to separate commercial terms.

Team composition and the specific individuals assigned to deliver Services are determined by Buildnetic and Digiconnekt at their reasonable discretion, having regard to the scope and nature of the Venture. Any changes to team members will be communicated to the Founder in advance where practicable.

5Equity Structure and Capital Contribution

5.1 Equity grant. In consideration of the Services, Macaire (and/or its nominated partners Buildnetic and Digiconnekt) will receive an equity stake in the Venture as specified in the Term Sheet. The Founder's retained equity will be no less than 75% at the entry tier (£35,000 Capital Contribution) and may be higher depending on the Capital Contribution level. The exact equity split is set out in the applicable Term Sheet.

5.2 Capital Contribution. The Founder agrees to contribute the Capital Contribution specified in the Term Sheet into the Venture's bank account as the Venture's operating runway. The Capital Contribution is not a fee paid to Macaire, Buildnetic, or Digiconnekt. It is the Founder's investment into their own company, which will be used to fund operations, tooling, infrastructure, and agreed expenses of the Venture.

5.3 No guaranteed return. No party makes any representation or warranty that the Capital Contribution will generate any financial return. Equity investments in early-stage ventures carry significant risk, including total loss of capital.

5.4 Vesting. The equity granted to Programme partners shall be subject to a 12-month cliff and pro-rata monthly vesting thereafter, as specified in the Term Sheet. Details of vesting schedules, good leaver / bad leaver provisions, and drag-along / tag-along rights will be set out in the Shareholders' Agreement executed between the parties.

5.5 SEIS. The Programme aims to structure the Venture to be eligible for SEIS advance assurance from HMRC, subject to the Venture meeting HMRC's qualifying conditions. Macaire does not guarantee SEIS eligibility. SEIS tax relief is available to qualifying individual investors at their own risk and subject to individual tax circumstances. Nothing in these Terms constitutes tax advice.

5.6 Future funding. Any future funding rounds, external investors, or additional capital raises by the Venture will be subject to the Shareholders' Agreement and the Venture's articles of association, and must be approved in accordance with those documents.

6Intellectual Property

6.1 Venture IP. All intellectual property created specifically for the Venture as part of the Services — including software code, designs, brand assets, content, and documentation — shall, upon full execution of the Term Sheet and subject to the Capital Contribution being made, vest in the Venture. Neither Macaire, Buildnetic, nor Digiconnekt retains any licence to Venture-specific IP other than as a shareholder of the Venture.

6.2 Background IP. Each party retains ownership of all intellectual property owned by it prior to the Programme or developed independently outside the Programme ("Background IP"). Buildnetic and Digiconnekt may use their own tools, frameworks, libraries, and methodologies ("Background IP") in the delivery of Services. Any open-source components incorporated into the Venture will be clearly documented.

6.3 Founder IP. The Founder warrants that any intellectual property, business ideas, domain knowledge, or materials contributed to the Venture by the Founder are either owned by the Founder or properly licensed, and that the Founder's contribution does not infringe any third-party rights.

6.4 Trade marks. "Founder75", "Buildnetic", and "Digiconnekt" are proprietary brand names. The Founder may not use these names or logos without prior written consent.

7Confidentiality

Each party agrees to keep the other parties' Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To professional advisers bound by professional duties of confidentiality;
• As required by law, regulation, or court order; or
• Where the information has entered the public domain other than through a breach of these Terms.

This obligation survives termination of the Programme and/or the Term Sheet for a period of two (2) years.

The Founder acknowledges that Macaire, Buildnetic, and Digiconnekt work with multiple clients concurrently. Each party will maintain appropriate information barriers and will not use Confidential Information from one engagement to benefit another.

8Representations and Warranties

Each party represents and warrants to the other parties that, as at the date of application and throughout the Programme:

• It has full legal capacity and authority to enter into these Terms and any Term Sheet;
• It is not insolvent or subject to any insolvency proceedings;
• Its participation in the Programme does not violate any applicable law, regulation, or binding obligation owed to any third party; and
• All information provided in connection with the Programme application and Term Sheet is true, accurate, and not misleading.

The Founder additionally represents that the Capital Contribution comes from legitimately sourced funds and that the Founder has taken independent advice on the suitability of this investment for their circumstances.

9Limitation of Liability

9.1 Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under English law.

9.2 Subject to clause 9.1, Macaire's total aggregate liability to the Founder under or in connection with these Terms (whether in contract, tort, misrepresentation, or otherwise) shall not exceed the amount of the Capital Contribution paid by the Founder.

9.3 Neither Macaire nor its partners shall be liable for any: (a) loss of profits or revenue; (b) loss of business or contracts; (c) loss of anticipated savings; (d) loss of data; (e) indirect or consequential loss; arising out of or in connection with the Programme or these Terms, even if advised of the possibility of such losses.

9.4 Macaire, Buildnetic, and Digiconnekt do not guarantee the commercial success of any Venture. Early-stage ventures carry inherent risk and the Founder accepts full responsibility for any business decisions made in connection with the Venture.

10Termination

10.1 By mutual agreement. The Programme engagement may be terminated at any time by written agreement of all parties.

10.2 By Macaire. Macaire may terminate the Programme engagement with immediate effect if: (a) the Founder breaches a material term of these Terms or the Term Sheet and fails to remedy the breach within 14 days of written notice; (b) the Founder becomes insolvent or subject to insolvency proceedings; (c) the Founder is found to have provided materially false information in their application; or (d) continuation of the Programme would expose Macaire or its partners to legal, reputational, or regulatory risk.

10.3 By the Founder. The Founder may terminate the Programme engagement with 30 days' written notice, subject to the terms of the executed Shareholders' Agreement and Term Sheet, including any provisions relating to equity treatment on early exit.

10.4 Consequences. On termination: (a) all rights and licences granted under these Terms cease; (b) each party shall return or destroy the other's Confidential Information; (c) equity vested up to the date of termination shall be retained in accordance with the Shareholders' Agreement; and (d) clauses 6, 7, 9, and 12 survive termination.

11Data Protection

Macaire processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Personal data collected through the application process and during the Programme will be used solely for the purposes of operating the Programme and complying with legal obligations.

Macaire may share personal data with Buildnetic, Digiconnekt, and professional advisers as necessary for the delivery of the Programme. Data will not be sold or shared with third parties for marketing purposes without explicit consent.

Data subjects have the right to access, rectify, and, in certain circumstances, erase personal data held about them. Requests should be directed to the contact details in clause 14.

By applying to and participating in the Programme, the Founder consents to their contact details being used to send Programme-related communications. The Founder may opt out at any time by contacting Macaire.

12Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

In the event of a dispute, the parties shall first attempt to resolve the matter informally by escalating to senior representatives of each party. If the dispute is not resolved within 30 days of written notice, either party may refer the dispute to mediation under the CEDR Model Mediation Procedure.

If mediation fails to resolve the dispute, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

13General Provisions

Entire agreement. These Terms, together with any executed Term Sheet and Shareholders' Agreement, constitute the entire agreement between the parties relating to the Programme and supersede all prior agreements, representations, and understandings.

Amendments. No amendment to these Terms is effective unless made in writing and signed by authorised representatives of Macaire and the Founder.

Severability. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, it shall be deemed deleted. The remaining provisions shall continue in full force and effect.

Waiver. Failure by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce it in the future.

Assignment. The Founder may not assign or transfer any rights or obligations under these Terms without the prior written consent of Macaire. Macaire may assign these Terms to any successor entity or related company on written notice.

Third party rights. Nothing in these Terms confers any benefit on, or creates any right enforceable by, any person who is not a party to these Terms (Contracts (Rights of Third Parties) Act 1999 applies only to the extent expressly stated).

Force majeure. Neither party shall be in breach of these Terms for any failure or delay in performance caused by circumstances beyond that party's reasonable control, provided it gives prompt written notice and uses reasonable endeavours to mitigate the impact.

Updates. Macaire reserves the right to update these Terms from time to time. Material changes will be communicated to active Programme participants at least 30 days before taking effect. Continued participation constitutes acceptance of the updated Terms.

14Contact

All formal notices, queries, or data protection requests relating to these Terms should be addressed to:

Macaire Solutions Ltd
Registered in England and Wales
Email: legal@founder75.com
Website: founder75.com

These Terms were last updated on 1 June 2026. If you have any questions, please contact us before applying to the Programme.