Acquisition desk services agreement (draft)

This Services Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Provider legal name], trading as set2deal (“Provider”), and [Client legal name] (“Client”). Each a “Party” and together the “Parties.”

• “Thesis” — must / kill / preference criteria published by Client in the Service for a Platform or Lane, as versioned.
• “Platform” / “Lane” — Client acquisition programme identified in Schedule A.
• “Pack” — IC-oriented file assembled by Provider under this Agreement.
• “Desk” — Client-facing queue and pack interface.
• “Factory” — Provider’s discover / enrich / score / outreach / intake / packwright processes.
• “Kill Switch” — Client instruction to pause Factory activity and/or revoke Desk access.
• “Originated” — a Closed Transaction for which a Pack or documented outbound path under this Agreement was a material sourcing source, as defined in Schedule B.
• “Closed Transaction” — completed acquisition (or equivalent) by Client or its vehicle, with consideration paid or unconditionally due.

Client engages Provider as an independent contractor to supply the managed Services described in Clause 4 for the Lane(s) in Schedule A. Provider shall perform the Services with reasonable skill and care as a fully operational commercial offering.

Nothing in this Agreement: (a) appoints Provider as Client’s investment manager or attorney-in-fact to bind Client to an acquisition; (b) transfers IC authority; or (c) creates a public marketplace of companies.

Out of scope unless added by written amendment: capital raising for Client; SPA negotiation in Provider’s name; and acting as buyer or investment adviser on any target.

Client retains exclusive authority to: (a) approve or reject any investment, LOI, exclusivity, or SPA; (b) publish and amend the Thesis; (c) set Brand Rules and naming policy; (d) maintain the conflict list; (e) answer complaints about Client; and (f) invoke the Kill Switch.

Provider retains authority to: (a) hard-reject targets that fail the Thesis; (b) refuse or return Packs at analyst QC; (c) pause its own operations for legal, security, or quality risk; and (d) decline outreach that would breach Brand Rules or applicable law.

Provider’s agents and automated systems may reject and may draft. They shall not approve capital, waive a Thesis kill criterion, invent financial figures, or send a Pack to the Desk without recorded analyst QC approval.

1. Encode and version the Thesis in the Service; re-score the universe on publish.
2. Operate the Factory for Schedule A Lanes under Brand Rules.
3. Run proprietary outbound and intake chase against the published Thesis under Brand Rules.
4. Chase intake for owner-willing targets; assemble Packs with source citations for numeric claims.
5. Apply analyst QC before any Pack is visible on the Desk.
6. Provide Desk access to named Client Users; support pass / hold / deep-dive logging.
7. Provide weekly operating readouts during onboarding and as Schedule A requires.
8. Maintain audit logs of material agent runs, QC decisions, and Kill Switch events for the Retention Period.
9. Execute Kill Switch instructions the same business day they are received through the agreed channel.

1. Publish an initial Thesis for each Lane before outreach under Client brand begins.
2. Name a Desk Owner and an Exception Owner (may be the same person).
3. Provide and update a conflict list in good faith.
4. Issue Brand Rules (including whether Client may be named, and by whom).
5. Use commercially reasonable efforts to action Packs within the Desk SLA in Schedule A.
6. Not represent that Provider has approved any investment.
7. Pay Fees per Schedule B.

All outreach materials shall comply with Brand Rules Client supplies in writing (email sufficient). Until Brand Rules are supplied, Provider shall not name Client in external outreach. Provider shall not publish target lists publicly.

Material brand or consent incidents shall be notified to Client the same business day. Provider shall pause affected outreach pending Client instruction.

Each Party shall keep the other Party’s Confidential Information confidential and use it only to perform this Agreement. Thesis content, Pack contents, conflict lists, and fee schedules are Confidential Information.

Personal data shall be processed as set out in Schedule C (Data Processing). Purpose is limited to sourcing and evaluation against the Thesis and related Desk operations. On termination, Provider shall return or delete Client personal data as Schedule C requires, except copies retained solely for legal defence, audit, or fee disputes for the Retention Period.

Provider shall not sell personal data. Subprocessors materially involved in the Service shall be listed in Schedule C and updated on notice.

Client shall pay: (a) the Retainer in Schedule B for reserved Factory and QC capacity; and (b) Success Fees on Originated Closed Transactions as defined in Schedule B. Retainer amounts paid in a Fee Year are credited against Success Fees invoiced in that same Fee Year unless Schedule B states otherwise.

No Fee is due solely for emails sent, universe size, or Packs rejected at QC or closed without a Closed Transaction.

Invoices are due [Net 30] from invoice date. Late amounts accrue [statutory / agreed] interest. Provider may suspend non-critical Factory expansion for invoices more than [30] days overdue after notice, without deleting Client data.

Services for a Lane begin on the later of the Effective Date and Thesis publish for that Lane (“Go-Live”). Schedule A may set an initial onboarding window (typically ninety days) with denser weekly reporting. Onboarding metrics are operating targets, not warranties of Closed Transactions.

Either Party may terminate for convenience during the first [90] days on [14] days’ written notice, unless Schedule A states otherwise. Thereafter, term and termination follow Clause 12.

Client may invoke the Kill Switch at any time via [agreed email / Desk control / both]. Provider shall pause Factory stages specified in the instruction and may revoke Desk credentials the same business day. Resume requires Client’s written lift.

On reasonable notice, Client may audit (or appoint a bound auditor to audit) Provider’s logs relevant to Thesis enforcement, QC, outreach under Brand Rules, and Fees, not more than [once] per [12] months unless for cause. Provider may redact unrelated client data.

Provider retains all right, title, and interest in the Service, Factory software, prompts, playbooks, and generic methodologies. Client retains all right, title, and interest in the Thesis, Brand Rules, conflict lists, and Client’s deal documentation.

Packs delivered to Client may be used by Client for its internal investment process. Provider may retain copies as required for audit and Fee disputes. Neither Party grants the other a licence to use its marks except as Brand Rules allow for performance of the Services.

After any convenience window in Clause 9, the term continues for [12] months from Go-Live of the first Lane, renewing automatically for successive [12]-month periods unless either Party gives [60] days’ notice before renewal.

Either Party may terminate for material breach uncured within [30] days after notice, or immediately on insolvency events recognised under applicable law.

On termination: Factory pauses; Desk access ends; data return/delete per Schedule C; Schedule B Success Fees remain payable on Originated Closed Transactions that close within the Tail Period of [6 / 12] months after termination, where Origination occurred before termination.

Each Party warrants it has authority to enter this Agreement. Provider warrants it will perform the Services with reasonable skill and care and will not invent financial figures in Packs. Client warrants Thesis, conflict list, and Brand Rules are provided in good faith.

Except for wilful misconduct, fraud, or breach of confidentiality / data protection obligations, each Party’s aggregate liability under this Agreement in a Fee Year is limited to the Fees paid or payable to Provider in that Fee Year. Neither Party is liable for indirect or consequential damages, loss of profits, or failed investments, except where mandatory law provides otherwise.

Provider does not warrant that any target will close, that Packs are complete diligence, or that third-party data sources are error-free. Packs are inputs to Client’s own IC process.

This Agreement is governed by the laws of [Spain / England & Wales / other], without regard to conflict-of-law rules. Courts of [City] have exclusive jurisdiction, unless the Parties agree in writing to arbitration under [rules].

Before filing, the Parties shall attempt good-faith resolution between [Client Exception Owner] and [Provider managing director] within [15] business days of written notice of dispute.

• Independent contractors; no partnership or employment created.
• No assignment without prior written consent, except to an affiliate or successor in a corporate reorganisation, with notice.
• Amendments only in writing (including signed electronic signature).
• Severability; waiver must be express and in writing.
• Entire agreement regarding the Services; S2D-PP-01 / S2D-BP-01 / S2D-DIST-01 are non-binding briefing materials only.
• Notices to the addresses in Schedule A.

Signature blocks: For Provider ________________ (name, title, date). For Client ________________ (name, title, date).

Counsel note: replace all [brackets] and align Schedule C with GDPR / LOPDGDD (or local equivalent) before execution. Working draft for negotiation — not an offer capable of acceptance without those completions.