Registered Address of Seedfundin Limited:
Plot 08 Adeniyi Coker Street, Victoria Island, Lagos, Nigeria
1. INTRODUCTION
This Agreement (“Agreement”) is entered into by and between:
Innovator(s): Any individual, group, or entity seeking early-stage or seed funding through the www.seedfundin.com platform (hereinafter referred to as “Innovator”), and
Investor(s): Any individual, group, or entity providing financial support, equity investment, or debt financing through the www.seedfundin.com platform (hereinafter referred to as “Investor”).
Seedfundin Limited (“Seedfundin”), the platform operator, facilitates introductions between Innovators and Investors but is not a party to this Agreement, and assumes no liability arising therefrom, save as expressly provided in the general platform Terms and Conditions.
2. PURPOSE
The purpose of this Agreement is to set out the rights, responsibilities, and obligations of Innovators and Investors in respect of funding, equity allocation, profit-sharing, and confidentiality, while acknowledging that all transactions are undertaken at the discretion of the parties involved.
3. DUE DILIGENCE
Independent Verification: Both Innovator and Investor agree to independently conduct due diligence, financial, technical, and legal verification prior to entering any binding financial arrangement.
Documentation: Innovators must provide accurate business proposals, corporate information, and financial records to facilitate informed decisions.
No Liability of Platform: Seedfundin shall not be held liable for the authenticity, success, or failure of due diligence carried out by either party.
4. FUNDING TERMS
Investment Amount: The Investor may provide funding in cash, convertible instruments, equity, or other forms as mutually agreed.
Equity Allocation: Any allocation of shares or equity must be expressly documented in a separate Shareholders’ or Equity Agreement.
Debt Financing: Where funding is provided as a loan, repayment schedules, interest, and penalties must be agreed in writing between Innovator and Investor.
Payment Method: All payments shall be processed through a\\greed banking channels compliant with Nigerian law and anti-money laundering regulations.
5. OBLIGATIONS OF THE INNOVATOR
To provide truthful, complete, and verifiable information concerning the business, technology, or innovation.
To use Investor funds solely for the purposes outlined in the submitted proposal, unless otherwise agreed in writing.
To grant the Investor agreed equity rights, profit participation, or repayment in accordance with documented terms.
To allow monitoring, reporting, and oversight rights where agreed.
6. OBLIGATIONS OF THE INVESTOR
1.To release agreed funding within the timelines stipulated in any final investment contract.
2.To refrain from undue interference in the day-to-day operations of the Innovator, except as agreed in shareholder or board arrangements.
3.To respect confidentiality obligations regarding Innovator’s intellectual property, trade secrets, and proprietary information.
4.To exercise responsible investment conduct in line with Nigerian laws and international best practices.
7. CONFIDNTIALITY & NON-CIRCUMVENTION
1.Confidential Information: Both parties agree to maintain strict confidentiality of all shared documents, data, and business models.
2.Non-Circumvention: Investors shall not bypass Innovators to exploit their ideas without consent; Innovators shall not bypass Investors to seek identical financing terms from third parties using shared information.
8. REPRESENTATIONS & WARRANTIES
Each party represents and warrants that:
1.They have full authority and legal capacity to enter into this Agreement.
2.They shall comply with all applicable Nigerian laws, including the Companies and Allied Matters Act (CAMA), tax laws, and intellectual property statutes.
3.Information provided is accurate and not misleading.
9. INTELLECTUAL PROPERTY
1.Ownership of intellectual property remains with the Innovator unless expressly transferred by a separate written agreement.
2.Investor funding does not automatically transfer IP ownership, except where agreed in equity or licensing arrangements.
10. INDEMNITY
Each party agrees to indemnify and hold harmless the other party, and Seedfundin Limited, from any claims, losses, liabilities, or damages arising out of misrepresentation, breach of this Agreement, or unlawful conduct.
11. LIMITATION OF LIABILITY OF SEEDFUNDIN
Seedfundin Limited:
1.Acts solely as an intermediary platform and is not responsible for success or failure of investments
2.Shall not be liable for financial loss, fraud, mismanagement, or disputes between Innovators and Investors.
3. Provides no warranties regarding profitability, scalability, or suitability of any project listed.
12. TERMINATION
This Agreement may be terminated:
1.By mutual written consent of the Innovator and Investor.
2.Automatically, upon execution of a definitive investment agreement or upon abandonment of negotiations.
3.For breach of confidentiality, misrepresentation, or fraud.
13. GOVERNING LAW & DISPUTE RESOLUTION
1.This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
2.Any dispute arising under this Agreement shall be resolved amicably through negotiation in the first instance.
3.Where negotiation fails, the matter shall be referred to arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act.
4.The arbitral award shall be final and binding on both parties.
14. GENERAL PROVISIONS
1.Entire Agreement: This Agreement constitutes the full understanding between Innovator and Investor, subject to further detailed contracts.
2.Amendments: Any amendment must be made in writing and signed by both parties.
3.Severability: If any clause is found unenforceable, the remainder shall continue in full force.
4.Assignment: Neither party may assign rights or obligations without prior written consent.
15. EXECUTION
By proceeding with investment discussions and funding arrangements through www.seedfundin.com, the Innovator and Investor hereby agree to the terms and conditions set out in this Agreement.
IN WITNESS WHEREOF, the parties acknowledge acceptance of this Agreement through digital assent on the www.seedfundin.com platform.