Beagle Direct
Term Sheet · Seed Round
This term sheet is not a binding agreement except as set out in Sections 5.3 (Confidentiality) and 5.4 (Exclusivity). All other terms are indicative only and subject to the execution of long-form legal documentation.
| Issuer | Beagle Direct Ltd, a private company limited by shares, incorporated in England and Wales on 20 June 2026 (company number 17290514), with its registered office at 124-128 City Road, London, England, EC1V 2NX. All references herein to "the Company" mean the Issuer. |
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| Founder | Joel Gavin Smalley (British), founder, sole director, sole shareholder, and sole person with significant control of the Company at the date of this term sheet. |
| Strategic shareholder | Dale Smith, a building-trade principal. Dale Smith's holding is allocated as a founder arrangement following the close of this round, as set out in Section 3. He is not a director. |
| Investors | One or more individuals who have completed and signed the investor self-certification in Appendix A or Appendix B and whose aggregate subscription meets the round size stated in Section 2. |
| Document date | June 2026 |
| Document reference | BD / TS-001 / V1.0 |
Beagle Direct Ltd is a UK technology company with two products. SiteDesk does a building or trades firm's back-office admin, and from each job it makes the photos and notes the firm uses to win the next one; a firm pays for it by subscription. Beagle Direct is the booking platform. Other sites hand a homeowner a list to search through; Beagle Direct shows a few suitable tradesmen with examples of their real work, then books the job. The two products are one business. SiteDesk produces the work record that Beagle Direct shows to homeowners, and Beagle Direct sends each booked job back into SiteDesk for the firm to run. In this round the company's revenue comes from SiteDesk subscriptions. The booking fee Beagle Direct earns is treated as later upside and is no part of what this round has to prove.
The Company is incorporated at the date of this term sheet. Joel Smalley holds the entire issued share capital. The round contemplated herein is Round 1 of the Company's fundraising; on its close the Company allocates equity as set out in Section 3 and Joel Smalley assigns the relevant intellectual property to the Company.
→ Investor Prospectus, which explains the business behind this term sheet.
Beagle Direct
| Instrument | Ordinary shares. No preference, no liquidation preference over ordinary shares. One vote per share. |
|---|---|
| Round size | £60,000 gross (Round 1). The round will not proceed unless a minimum of £60,000 in aggregate subscriptions is received by the close date. |
| Pre-money valuation | £440,000. The basis for this is a built product that is live and running real quotes at a pilot firm, a subscription model that earns recurring revenue, and a target market that is the largest part of UK small business yet to go digital. |
| Post-money valuation | £500,000 (pre-money £440,000 plus Round 1 proceeds of £60,000). |
| Issued share capital at incorporation | 158 ordinary shares of £1 each, fully paid, all held by Joel Smalley as sole shareholder. Dale Smith's holding is allocated as a founder arrangement following the close of this round (Section 3). |
| Issue price | £2,000 per share: nominal value £1 plus a share premium of £1,999. |
| New shares issued | 30 ordinary shares (£60,000 ÷ £2,000 issue price). |
| Equity offered | 12.00% post-money, on a fully-diluted basis that already reflects Dale Smith's founder allocation (Section 3). |
| Minimum cheque | £10,000 per investor (5 ordinary shares at £2,000), being approximately 16.7% of the round. The Company may accept a lesser amount at its discretion. |
| Target close date | Q2 2026. The Company reserves the right to extend the close date by up to 30 days by notice to confirmed subscribers. |
| Funds expected date | Within five business days of round close confirmation and execution of subscription documents. |
| SEIS / EIS | The £60,000 Round 1 sits within the SEIS lifetime company cap. The Company will pursue advance assurance after the round closes. It is not a condition of subscription and forms no part of the consideration for this round. Neither the Company nor the Founder makes any representation as to qualifying status. |
Round 1 funds the founder full-time in word-of-mouth mode across a six-month window to the product-market-fit gate, with no funded hire and no paid acquisition. The £60,000 is sized to fund the test and, if it fails, a solvent close: if product-market fit shows, the Company raises Round 2 before Month 6; if it has not, discretionary spend stops and the Company is wound down solvently. The downside is capped at the £60,000 of investor capital. Round 2 (£500,000) funds the scale-up at the gate (Section 4).
| Founder draw and payroll | A single founder full-time across the whole six-month window, in word-of-mouth mode. |
| Infrastructure | Per-install dedicated instances, scaling with the customer base. |
| Product features | Quotes, valuations and email drafts, in daily use at the pilot firm and the firms being taken on. |
| Share-issue and buffer | Light admin and a working-capital buffer. |
| Total (Round 1 proceeds) | £60,000 |
Beagle Direct
| Shareholder | Shares | % |
|---|---|---|
| Joel Smalley (founder, sole director, sole PSC) | 158 | 100% |
| Total | 158 | 100% |
158 ordinary shares of £1 each, fully paid, all held by Joel Smalley at incorporation on 20 June 2026 (company number 17290514). This is the position on the register at the date of this term sheet.
| Shareholder | Shares | Cost basis | % |
|---|---|---|---|
| Joel Smalley (founder) | 158 | founder | 63.20% |
| Dale Smith (strategic) | 62 | founder arrangement | 24.80% |
| Seed investors (Round 1) | 30 | £60,000 (£2,000 issue price) | 12.00% |
| Total | 250 | — | 100% |
The Dale Smith allocation. Joel Smalley is the sole shareholder at incorporation, holding the 158 ordinary shares recorded at Companies House. Dale Smith's 62 ordinary shares (24.80%) are allocated as a founder arrangement following the close of this round. The seed investors' 12.00% is stated on a fully-diluted basis that already reflects Dale Smith's founder allocation, so that allocation does not dilute the seed. The precise mechanism, including the subscription agreement, the articles of association and the founder arrangement, will be set out in the definitive legal documents.
Round 1 proceeds: 30 new shares × £2,000 issue price = £60,000, being nominal value of £1 plus a share premium of £1,999 per share.
| Shareholder | % |
|---|---|
| Joel Smalley (founder) | 50.56% |
| Dale Smith (strategic) | 19.84% |
| Seed investors (Round 1) | 9.60% |
| Investors (Round 2) | 20.00% |
| Total | 100% |
Round 2 (£500,000 for 20% at a £2,500,000 post-money) is the milestone-triggered follow-on described in Section 4; its terms are indicative. All earlier holders dilute pro-rata; no shares pass between them. Joel Smalley remains the sole person with significant control of the Company at incorporation and at the close of this round. The cap table on closing of this round is the Round 1 table above.
Beagle Direct
| Board composition | Joel Smalley is the sole director of the Company and remains the sole executive director at close. Any investor, or group of Round 1 investors acting together, holding 5% or more of the issued share capital may nominate one Non-Executive Director, subject to founder approval not unreasonably withheld. The threshold is set at 5% so that the nomination right is reachable within a £60,000 round, in which the full Round 1 allocation is 12% of the issued share capital. The initial board will be determined in the shareholders' agreement at close. |
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| Observer rights | Any investor holding 2.5% or more of the issued share capital at close will be entitled to receive board papers and to attend board meetings as an observer (non-voting) for the duration of their holding. The threshold is set at 2.5% so that an investor subscribing for the minimum cheque is within reach of observer rights as their holding grows or by aggregation. |
| Information rights | Investors will receive: (a) monthly management accounts within 20 business days of month end; (b) annual accounts within 90 days of financial year end; (c) an annual board-approved budget and operating plan not less than 30 days before the start of each financial year. |
| Pre-emption on new issuance | Subject to customary exclusions (employee options, strategic issuances approved by a supermajority), existing shareholders will have pre-emption rights over new share issuances pro rata to their existing holdings. |
| Drag-along | Shareholders holding more than 75% of the issued share capital may drag minority shareholders in a trade sale on the same terms. Drag-along is exercisable only where the consideration per share is at or above the Round 1 issue price (£2,000 per share) unless all shareholders consent. |
| Tag-along | In any transfer of shares by the Founder that results in a change of control, minority investors have a right to tag along on the same terms per share. |
| Anti-dilution | No anti-dilution ratchet applies to Round 1. Pre-emption rights on future issuances (above) constitute the primary dilution protection. |
| Leaver provisions | Founder leaver provisions will be agreed in the shareholders' agreement. Good leaver / bad leaver distinction with vesting schedule to be confirmed at close. No reverse vesting applies to Round 1 investor shares. |
| Consent matters | The following require investor approval (simple majority of Round 1 investors): (a) issue of shares at a price below £2,000 per share (other than the Round 2 issue described below); (b) disposal of substantially all the Company's assets; (c) amendment to the articles of association materially adversely affecting investor rights. |
Beagle Direct
| Follow-on round (Round 2) | Round 2 is a milestone-triggered follow-on of £500,000 for 20% at a £2,500,000 post-money valuation, expected to close around Month 6 on confirmation of the product-market-fit gate. The raise process for Round 2 begins around Month 3 on early evidence and closes on confirmation before Month 6; if the gate is not met by Month 6 the Company is to be wound down solvently rather than continued. Its terms are indicative and are not offered or agreed by this term sheet. The trigger is the product-market-fit gate read by Month 6: a customer-count trajectory of 25 or more paying customers with a qualified pipeline supporting the 50-customer close; early-cohort churn consistent with around 10% a year; and at least 40% of new customers arriving organically, by referral, the Beagle Direct network, or unpaid word of mouth. Round 1 investors hold pre-emption rights over the Round 2 issue pro rata to their holdings. On full capitalisation after Round 2 the holders dilute pro-rata to Joel Smalley 50.56%, Dale Smith 19.84% and the Round 1 seed 9.60%, with Round 2 investors at 20.00%, as set out in Section 3. |
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Beagle Direct
| Conditions to closing |
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| Governing law | English law. Disputes subject to the exclusive jurisdiction of the courts of England and Wales. |
| Long-form documentation | A subscription agreement, shareholders' agreement, and amended articles of association in agreed form will be circulated to Investors within 20 business days of mutual signature of this term sheet. Final documentation will be prepared by a qualified solicitor. |
| Founder IP warranty | Joel Smalley warrants that, to the best of his knowledge, the IP to be assigned to the Company at close is free from third-party encumbrances, has not been licensed to any third party on an exclusive basis, and does not infringe the intellectual property rights of any third party. |
| Consumer-law compliance | The Company's consumer-facing booking activity is conducted in accordance with the Digital Markets, Competition and Consumers Act 2024 and applicable UK consumer-protection law. |
| Data protection | The Company processes personal data in accordance with the UK GDPR and the Data (Use and Access) Act 2025. |
| SEIS / EIS | The Company will pursue SEIS advance assurance after the round closes. SEIS / EIS is not a condition of closing, is not assured prior to distribution, and forms no part of the consideration for this round. Neither the Company nor the Founder makes any representation as to qualifying status. |
Beagle Direct
Each party agrees to keep the existence, content, and terms of this term sheet confidential and not to disclose them to any third party other than: (a) its professional advisers on a need-to-know basis; (b) as required by law or regulation; (c) with the prior written consent of the other parties. This obligation survives the lapse or termination of this term sheet for a period of 24 months.
For a period of 30 days from the date of mutual signature, the Company and the Founder will not solicit, encourage, or enter into discussions with any other party in respect of an equity investment in the Company on terms materially similar to those set out herein, without the prior written consent of Investors who have together subscribed for not less than 50% of the round size.
Each party bears its own legal and professional costs in connection with this term sheet. The Company's legal costs at closing are funded from the Round 1 proceeds as set out in Section 2 (Use of proceeds).
By signing below, the parties agree to the binding provisions of this term sheet (Sections 5.3 and 5.4 only) and confirm that they have read and understood the non-binding indicative terms.
Additional investor signature blocks may be attached. Each investor must also complete the investor self-certification in Appendix A (High Net Worth Individual) or Appendix B (Self-Certified Sophisticated Investor) and attach the signed form to this term sheet.
Beagle Direct
FSMA 2000 (Financial Promotion) Order 2005, Article 48. Current form reflecting thresholds in force from 31 January 2024 (FCA PS23/6).
IMPORTANT NOTICE. This statement is required to be signed before you receive a financial promotion that has not been approved by a person authorised by the Financial Conduct Authority. The content of this financial promotion may not conform to rules made by the Financial Conduct Authority. By signing this statement you may lose significant rights designed to protect you. You may have no right to complain to the Financial Services Compensation Scheme or the Financial Ombudsman Service.
I declare that I am a high net worth individual for the purposes of the financial promotions regime. I understand that:
I am a high net worth individual because at least one of the following applies:
I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on investments of the type described in the promotion.
Beagle Direct
FSMA 2000 (Financial Promotion) Order 2005, Article 50A. Current form reflecting thresholds in force from 31 January 2024 (FCA PS23/6).
IMPORTANT NOTICE. This statement is required to be signed before you receive a financial promotion that has not been approved by a person authorised by the Financial Conduct Authority. The content of this financial promotion may not conform to rules made by the Financial Conduct Authority. By signing this statement you may lose significant rights designed to protect you. You may have no right to complain to the Financial Services Compensation Scheme or the Financial Ombudsman Service.
I declare that I am a self-certified sophisticated investor for the purposes of the financial promotions regime. I understand that:
I declare that I qualify as a self-certified sophisticated investor because at least one of the following applies:
I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on investments of the type described in the promotion.
Beagle Direct
Joel Smalley, Founder
beagle.direct · sitedesk.online
Beagle Direct Ltd · Company number 17290514 · Registered office 124-128 City Road, London, England, EC1V 2NX
BD / TS-001 / V1.0 · June 2026 · Private and Confidential
This document is a financial promotion communicated in reliance on Article 48 or Article 50A of the FSMA 2000 (Financial Promotion) Order 2005 to persons who qualify as High Net Worth Individuals or Self-Certified Sophisticated Investors. It does not constitute financial advice. Investment in early-stage unlisted companies carries a significant risk of partial or total loss of capital. Past performance and valuations are not reliable indicators of future results. Recipients are encouraged to seek independent advice before investing.
If you are an investor and you wish to record your acceptance of the indicative terms set out above, complete the fields below. Your name, email, the category you declare, and the time of signing are recorded as your electronic signature against term sheet BD / TS-001 / V1.0. A confirmation reference is shown on submission. This term sheet is signed once; after that, the page closes.