Caiman Ventures Terms & Conditions
Caiman Ventures
Terms & Commercial Framework
Effective date: [DATE]
Caiman Ventures is a flexible commercial model for selected earlier-stage brands.
It allows Caiman to reduce part of the traditional cash fee in return for a combination of revenue participation and, where agreed, equity or options earned over time.
The aim is simple: give promising businesses access to experienced marketplace support earlier, while creating long-term alignment between both parties.
These terms explain the standard Caiman Ventures framework.
Each partnership is agreed individually and will be governed by a signed Services Agreement, Caiman Ventures Schedule and, where applicable, separate equity, option or warrant documents.
Where a signed agreement differs from this page, the signed agreement takes precedence.
1. How Caiman Ventures works
A Venture partnership may combine:
Revenue-Based Contribution + Caiman Services & Support + Equity or Options Earned Over Time
Rather than requiring the full standard service fee from day one, Caiman may accept a lower cash contribution while investing part of the value of its work into the business.
In return, Caiman may participate in the long-term value of the company through an agreed equity or option position.
The exact structure is agreed before work begins.
2. Who is eligible?
Caiman Ventures is selective.
We typically look for businesses with:
- Strong products
- Clear marketplace potential
- Healthy commercial fundamentals
- Ambitious and engaged founders
- Sufficient working capital to support growth
- Potential to expand across Amazon or other marketplaces
- Long-term brand and enterprise-value potential
Not every business will be offered a Venture structure.
Where appropriate, we may recommend a standard Caiman Partnership instead.
3. What services are included?
The exact scope is agreed with each business.
Depending on the partnership, Caiman may support areas such as:
- Amazon account management
- Advertising and PPC
- Catalogue and listing optimisation
- A+ Content and Brand Stores
- Promotions and commercial planning
- Account health and case management
- Inventory and demand planning
- New product launches
- International marketplace expansion
- Reporting and performance analysis
- Marketplace growth strategy
The agreed scope will be set out clearly before the partnership begins.
4. How do monthly payments work?
Earlier-stage businesses may contribute through a percentage of marketplace revenue rather than paying the full traditional service fee.
For qualifying businesses below approximately £50,000 per month, the revenue contribution may be structured at up to 10% of Managed Net Revenue.
The exact percentage will depend on:
- Current revenue
- Scope of support
- Marketplace complexity
- Level of Caiman involvement
- Commercial potential of the business
As the company grows, the percentage is designed to reduce.
The purpose is to support the business when cash matters most without creating an excessive revenue burden once it reaches scale.
5. What is Managed Net Revenue?
Managed Net Revenue is the revenue figure used to calculate any agreed revenue-based contribution.
Unless agreed otherwise, it generally means marketplace product revenue less:
- VAT or equivalent sales taxes
- Refunds
- Returns
- Cancelled orders
- Agreed customer discounts
It is not normally reduced by costs such as:
- Manufacturing
- Freight
- Warehousing
- Staffing
- Duties
- Exchange-rate movements
- Marketplace fulfilment costs
- General overheads
This keeps the commercial model focused on marketplace performance rather than costs that may sit outside Caiman's control.
6. How does the equity element work?
Every Caiman engagement has a normal commercial value.
Under Caiman Ventures, the business may pay less of that value in cash during its earlier stages.
Where agreed, Caiman effectively contributes part of the difference through its services.
That contribution may form the basis of an agreed equity or option position.
Equity is not simply handed to Caiman at the beginning of the relationship.
It is normally earned progressively as Caiman provides services.
The specific equity percentage, option structure, valuation basis and vesting period will be agreed separately for each business.
7. How does vesting work?
Unless agreed otherwise, equity or options vest progressively over time.
This means:
Work delivered = equity earned
rather than Caiman receiving its entire position upfront.
For example, where an option is designed to vest over 24 months, part may vest after each completed month of service.
If the partnership ends, future vesting stops.
Any equity or options already vested remain subject to the signed Venture documents.
8. How long is the commitment?
Caiman Ventures partnerships will normally begin with a:
6-month minimum term
This gives both businesses enough time to implement the strategy properly and assess the relationship.
After the initial term, either party may normally end the service relationship with:
3 months' written notice
The exact term and notice period will always be confirmed in the individual Venture Schedule.
9. What happens if the partnership ends?
If either party decides to end the relationship:
- Caiman continues providing the agreed services during the notice period
- The client continues paying the agreed fees during that period
- Equity or options continue vesting while qualifying services are still being delivered
- Future vesting stops when the service relationship ends
- Already vested rights remain in place
The principle is intended to be fair to both parties:
The business does not continue granting Caiman equity after Caiman stops contributing.
Caiman does not lose equity already earned for work previously delivered.
10. What if someone wants to leave during the first 6 months?
The first six months are normally treated as the minimum commercial commitment.
If the client chooses to leave early without Caiman being in material breach, the remaining agreed minimum cash commitment may still become payable.
However, Caiman will not continue earning future equity simply because an early termination payment has been made.
Equity vesting stops when qualifying services stop.
Where Caiman has committed a material breach and fails to remedy it within the agreed period, the client may have the right to terminate early without the remaining minimum commitment.
11. What happens as the business grows?
Caiman Ventures is intended to evolve.
A typical journey may look like:
Earlier stage
Higher revenue participation
- lower traditional cash fee
- equity vesting
↓
Scaling stage
Reduced revenue participation
↓
Established stage
Transition into a standard Caiman Partnership
The revenue contribution should become more efficient as the business scales.
Any equity or options already earned remain separate from the ongoing service fee.
12. What happens if the business is sold?
Where Caiman holds vested equity, options or warrants at the time of a future sale or qualifying liquidity event, those rights will be dealt with in accordance with the signed Venture documents.
Caiman may therefore participate in the value created if the business is successfully sold in the future.
Caiman does not guarantee:
- A future investment round
- A particular company valuation
- A sale of the business
- A specific exit value
Any additional work relating specifically to preparing or running a company sale would be agreed separately.
13. What costs sit outside the Venture fee?
Unless specifically included in the agreement, the client remains responsible for third-party costs such as:
- Marketplace advertising spend
- Amazon and marketplace fees
- Photography and video production
- Translation
- Software
- Logistics and fulfilment
- Legal costs
- Tax advice
- Other approved third-party expenditure
Caiman does not normally charge its management fee as a percentage of advertising spend.
14. What does the client remain responsible for?
The client continues to own and operate the underlying business.
This includes responsibility for areas such as:
- Product quality
- Product legality and compliance
- Manufacturing
- Supplier relationships
- Inventory purchasing
- Tax
- Insurance
- Customs and duties
- Working capital
- Product claims
- Intellectual-property ownership
Caiman can support marketplace strategy and execution, but cannot control every commercial factor affecting the wider business.
15. Marketplace performance
Amazon and other marketplaces are independent platforms.
Caiman cannot guarantee:
- Specific sales levels
- Ranking positions
- Advertising costs
- Account reinstatement
- Buy Box performance
- Marketplace approvals
- Algorithmic treatment
- Marketplace fee levels
Caiman will provide its services with reasonable skill and care and will work towards the agreed commercial objectives.
16. Company profit
Caiman does not guarantee final company net profit.
Profit can be affected by many factors outside Caiman's direct control, including:
- Manufacturing costs
- Freight
- Exchange rates
- Marketplace fees
- Warehousing
- Financing
- Stock availability
Where performance measures are used, they will focus primarily on marketplace metrics and commercial factors that Caiman can reasonably influence.
17. Equity documentation
Any equity, option or warrant arrangement must be documented separately.
The client is responsible for obtaining any necessary:
- Board approvals
- Shareholder approvals
- Investor consents
- Corporate authorities
required to enter into the agreed equity arrangement.
Nothing on this website alone grants Caiman shares, options or warrants.
18. Confidentiality and account access
Both parties must keep commercially sensitive information confidential.
The client remains the owner or authorised controller of its marketplace accounts.
Caiman receives access only to provide the agreed services.
When the partnership ends, both parties will cooperate reasonably to complete a clean handover and remove unnecessary access.
19. Legal and tax advice
Equity, options and non-cash consideration can have legal, accounting and tax consequences.
Each party should obtain its own professional advice where appropriate.
Caiman does not provide legal, tax or investment advice through the Caiman Ventures programme.
20. No investment offer
Caiman Ventures is a commercial services arrangement between Caiman and selected client businesses.
Nothing on this page is an invitation to invest in:
- Caiman
- A Caiman Ventures client
- Any other company
Nor does this page constitute investment advice.
21. Governing agreements
This page explains the standard Caiman Ventures framework.
The actual commercial relationship will be governed by the signed documents agreed with each client.
These may include:
- Services Agreement
- Caiman Ventures Schedule
- Option or Warrant Agreement
- Shareholders' Agreement or Deed of Adherence, where relevant
The signed documents take precedence over this website page.
22. Contact
Questions about Caiman Ventures can be sent to:
Caiman Ecommerce [LEGAL COMPANY NAME] [COMPANY NUMBER] [REGISTERED OFFICE]
The principle is simple
You preserve more cash while you're building.
Caiman contributes more of its value alongside you.
Equity is earned as the work is delivered.
If the partnership ends, future vesting stops.
What has already been earned remains earned.
As the company grows, the commercial structure becomes lighter and can transition into a standard Caiman Partnership.
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