• Gets access to exclusive investment opportunities before the project is announced to public
• Gets personalized investment advisory services
• Highly potential Projects which are handpicked and available to members only
• Discounts on professional fee charged

• Each member of the Inwise Circle commits an amount which they are willing to invest in potential opportunities.
• Inwise will select, evaluate and present the projects which are exclusive for the members.
• Inwise, in discussions with members will decide the total percentage of stake which the group will collectively acquire in a particular opportunity along with contribution of every individual Inwise Circle members who is willing to participate in the project.
• The total investment amount decided by Inwise Circle on a project will be divided among willing members and any such investment will be a direct investment by the member against ownership of that entity, holding shares in their names.
• Once the investment deal is finalized, Inwise Circle will form the final investor group for the particular deal and communicate the exact investment amount to each investor. Any investor who has committed to invest and not withdrawn that commitment within 8 days is obligated to invest and if he / she backs out from the investment, then they will forfeit their membership of the Network.
• Inwise Circle will work with the investee company for the documentations done and then have the standard Share Holder Agreement signed.
• Inwise Circle members will invest directly into the company and receive share certificates in their individual name. To ensure that the members enter and exit the company together and work on a consensus basis, the members will agree and sign an Investor Relations Agreement (IRA) which defines the terms and conditions for entering and exiting a particular investment.
• Inwise Circle looks at investment up to 50 lakhs per deal, to get a reasonable equity in the company.
• In special cases Inwise Circle would take calls for investments above 50 lakhs based on the interest levels of members.
• While the process is on, no Inwise Circle member would have parallel discussions with the entrepreneur outside of the process, nor enter into any separate understanding for any consideration.
• Once a plan has been declined by Inwise Circle, members are free to engage directly with those entrepreneurs in any manner they want.

As a professional fee for providing access to the network and information provided by Inwise Circle, the member is required to pay the following fees:

• Joining Fee: At the time of applying to become a member of Inwise Circle, the person shall pay a one-time non-refundable fee of INR 10,000 (Rupees Ten Thousand) plus GST towards processing the application.
• Subscription Fee: There will be a yearly subscription fee of INR 10,000 (Rupees Ten Thousand) plus GST upon being invited to be a member of Inwise Circle. Inwise reserves the right to revise the Subscription Fee for any subsequent year and shall intimate the member of such revision before the due date for payment.
• Investment/Transaction Fee: In every transaction which the member invests through Inwise Circle, you will additionally pay 1% (normal Rate 1.5%) of their investment into Inwise as a professional fee.
• Success Fee on exit of any investment with gains: Once any member sells their investment in an entity in which they invested through Inwise Circle; the member is required to pay Inwise 5% of the pretax gains realized from sale of that investment.

Inwise Circle, shall provide the following Services to you:

• Providing data and reports on startups and the related market information;
• Reviewing of startup profile, financial plan, pitch deck and fundraise details submitted;
• Provide you with access to participate via online and/or physically at the periodic forum for startup presentations/pitching events subject to specific terms and conditions if any;
• Facilitation of legal documentation, pre-closure and post-closure activities;
• Coordination with third parties for financial and legal due diligence on your behalf;
• Facilitation of investor reporting, disclosure requirements and other investor information rights in accordance with the definitive documentation.

• As part of providing the Services, Inwise conducts a vast market study and evaluates various investment plans.
• Inwise provides access to high quality mentoring, vast networks and inputs on strategy as well as execution.
• However, you are informed that Inwise provides no warranty regarding the information provided to you and all such information is provided based on information provided by the startups/SMEs and Inwise has relied on the information provided by such entities as being true and accurate.

• You have the full legal capacity to enter into these terms and conditions and to perform its obligations therein, and has taken all action necessary to authorize such execution, delivery, and performance of such obligations;
• The acceptance of these terms and conditions has been validly executed and delivered and constitutes a legal, valid and binding obligation on you;
• No part of the Services provided shall be construed as legal advice, investment advice, financial advice or corporate secretarial advice;
• You are a sophisticated investor with sufficient knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in startups and other unlisted companies;
• You understand and is able to bear the economic risk and lack of liquidity of an investment in startups and other unlisted companies, and is able to bear the risk of loss of its entire investment in such companies.
• You will invest in such companies only after fully reviewing the documents and information provided by such company and your decision to invest shall solely be on the basis of such documents and shall not be made in reliance upon any other representation, warranty or information provided by Inwise.
• You are solely responsible for obtaining such tax, investment, legal and other professional advice as you consider appropriate in connection with your investment in the investee company and you are investing in such company on that basis.
• You acknowledge and covenant that your investment in the investee company and engagement with Inwise shall fully comply with all laws applicable to you.

This is a continuously evolving document owing to the changing landscape of the startup eco system. Parties are advised to regularly check the legal terms and conditions. All legal terms governing this engagement including terms in relation to Confidentiality, Intellectual Property, capacity to contract, Severability and Assignment are applicable, you hereby represent that you have read this Framework document, these terms and conditions and agree to be bound by such terms and conditions.

You acknowledge and agree that Inwise shall not be liable to you for any loss associated with the investment in the Fund, including loss:

(i) applicable to the performance of any company included in the Startup Data; or

(iii) due to gross negligence, fraud, willful default, misrepresentation, breach on your part or on part of the investee company, and/or other service providers. You agree to indemnify and hold Inwise harmless, from any losses incurred due to gross negligence, fraud, willful default, misrepresentation, and breach on Your part.

• This engagement shall commence as on the date of payment of the Subscription Fee and thereafter shall be in force until the end of the financial year unless renewed by payment of Subscription Fee for the succeeding financial year or until the engagement is terminated by either Party.
• The provisions of confidentiality, limitation of liability and any other provisions that by their very nature survive or are expressly intended to survive, shall survive the termination of this engagement.

Any notice or other communication to be given under this Agreement must be in writing and delivered or sent by post or courier or email to the Party at the addresses set forth above or at any such other address or email of which a Party has given notice for this purpose to the other Party under this section.

You acknowledge that Inwise is an independent contracting party and nothing contained hereunder shall be construed to be inconsistent with this relationship or status. Neither Party shall refer to or treat this engagement as a partnership, joint venture or other such businesses or take any action inconsistent with the terms hereunder.

These terms and conditions and any non-contractual obligation arising out of or in connection with this engagement shall be governed by the laws of India. The courts of Kozhikode, Kerala, India shall have the exclusive jurisdiction with respect to matters ancillary to the arbitral process, including, in particular, proceedings to compel or otherwise in support of the arbitral process and the Parties exclusively submit to the jurisdiction of such courts. All disputes, differences or claims arising out of or in connection with this engagement including, any question regarding its existence, validity, construction, performance, termination or alleged violation (Dispute) shall be resolved by binding arbitration pursuant to this section. The venue for such arbitration shall be Kochi, Kerala and all proceedings shall be conducted in English. The parties to the Dispute shall jointly appoint a mutually acceptable sole arbitrator within 30 days from the occurrence of the Dispute. Such arbitration shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time.