Terms and conditions

Standard Terms and Conditions for Advisory Services by StartUSA Inc.

1. Agreement Framework and Scope
   These terms apply to all assignments undertaken by StartUSA Inc. (hereinafter “StartUSA”) for clients, unless otherwise agreed in writing. The assignment is further defined in a separate engagement confirmation or written offer and may be adjusted or expanded during the course of the collaboration by mutual agreement.

2. Type and Performance of Services
   StartUSA provides advisory services to clients seeking expertise and strategic introductions in the U.S. market. The work is performed by dedicated advisors in accordance with the assignment description. StartUSA reserves the right to use subcontractors or partners when deemed appropriate.

3. Fees and Invoicing
   Assignments are normally invoiced monthly based on:

• Time spent on advisory services, unless another compensation model is agreed.

• A fixed monthly retainer covering a defined mandate and number of advisory hours per month.

• Success-based compensation tied to relevant KPIs that reflect joint effort and objectives, typically revenue directly or indirectly generated through StartUSA’s involvement. Other performance-based compensation models may be agreed separately.

• Result-based fees related to capital raising processes.

• Extraordinary costs such as external consultants, subcontractors, or other expenses will be invoiced as agreed.
  StartUSA may require advance payment.

All prices are quoted in USD, with a payment term of 15 days from the invoice date.

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Retainer and Time-Based Additions
The retainer fee covers a predefined number of hours as stated in the engagement confirmation. If the actual time spent exceeds this range, StartUSA reserves the right to invoice additional hours based on time spent, following prior agreement and documentation.
The current hourly rate for StartUSA advisors is USD 300 per hour, unless otherwise agreed in writing. Rates may be adjusted annually or upon significant changes in project scope.

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Revenue Share Agreements
If the parties agree on a revenue share model, StartUSA is entitled to a percentage of the client’s gross revenues in the U.S. and in new markets developed with StartUSA’s involvement, to the extent that such revenues can be attributed to StartUSA’s advisory activities, introductions, or operational support.

Unless otherwise agreed, such fees accrue from the time revenues arise—regardless of whether StartUSA’s engagement with the client is active or terminated at that time. This also applies to indirect revenue, contract extensions, or expansions involving partners introduced by StartUSA, or where StartUSA otherwise facilitated the relationship. The client is responsible for reporting and documenting such revenues quarterly.

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Success Fees – Capital-Related Services
When StartUSA introduces the client to investors or capital networks resulting in financing, StartUSA is entitled to an agreed success fee, calculated as a percentage of the net capital received by the client.

Such compensation applies to funds received, provided the capital can be traced to introductions, investor presentations, or other direct or indirect efforts by StartUSA.

StartUSA is not a securities firm and does not provide investment services. We do not offer investment advice or participate in the execution, negotiation, or documentation of investment transactions. The client is solely responsible for legal assessments and the completion of such transactions.

 

4. Duration and Termination

The agreement becomes effective upon confirmation of the assignment and remains valid for the period specified in the engagement confirmation. For ongoing agreements, either party may terminate with one month’s written notice.

 

5. Confidentiality

Both parties agree to treat all exchanged information as confidential. Information may, unless otherwise agreed, be shared with third parties when necessary to fulfill the assignment. StartUSA and its consultants will follow reasonable security procedures for handling such information.

 

6. Limitation of Liability

StartUSA shall not be liable for indirect losses, consequential damages, or loss of profit. Total liability for direct loss is limited to the amount paid by the client for the relevant part of the assignment. StartUSA is not responsible for advice or assistance provided by third parties or subcontractors unless otherwise expressly agreed in writing.

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7. Communication and Documentation

Communication will primarily take place via email. The client must notify if any information requires special handling. StartUSA retains ownership and intellectual property rights to all materials prepared but grants the client the right to use such materials as necessary for the execution of the assignment.

 

8. Personal Data

StartUSA processes any personal data in compliance with applicable privacy laws (including GDPR) and uses such data solely for purposes related to the execution of the assignment.

 

9. Governing Law and Dispute Resolution

This agreement is governed by Norwegian law, unless otherwise agreed. The parties shall seek to resolve any dispute amicably. If a dispute cannot be resolved, it shall be settled by ordinary court proceedings in the State of Minnesota, USA.