TERMS & LEGAL NOTICE
RF+UD Pre-Incorporation – July 2025
CLIENT TERMS & LICENSE
1. Agreement to Terms
By submitting any form of payment to RF+UD (setup fee, protocol deposit, or otherwise), the Client acknowledges having read, understood, and agreed to these terms.
This agreement constitutes a binding commercial license until superseded by a formal contract or full buyout.
2. Nature of the Service
RF+UD provides pre-launch services and creative assets through structured protocols ("IGNITE," "DEPLOY," "ASCEND") designed to accelerate the launch of a personal project, product, or service.
Each protocol includes a defined set of deliverables, timeframes, and one round of revision, unless otherwise agreed.
3. Licensing Model
All brand, design, copy, strategy, and launch assets produced by RF+UD remain the intellectual property of RF+UD during the licensing period.
Upon payment of the setup fee, the Client receives a non-exclusive commercial license to use the deliverables to operate, market, and grow their project.
This license is granted under the following conditions:
- The Client agrees to pay 2% of their project’s monthly gross revenue to RF+UD (the “Success Share”), until the brand is fully bought out
- The Success Share applies only if the project generates revenue
- The Client agrees to report reasonably accurate turnover if requested
- Buyout is optional at any time (flat fee or negotiated amount)
4. Delivery & Timeline
Deliverables are typically provided within 14 business days from the start of the protocol, barring external delays or extended client response times.
Projects include:
- One round of revision per protocol
- Async feedback structure
- Private access to files and materials
- Additional work or changes may incur additional costs.
5. Client Conduct & Termination
RF+UD reserves the right to revoke the license or discontinue services if:
- The Client fails to respect payment or revenue share terms
- The Client publicly misrepresents RF+UD or its team
- The collaboration becomes unviable or unethical in RF+UD’s view
6. Ownership Transfer (Buyout)
The Client may request to buy out the licensed assets at any time.
Once the buyout is confirmed and paid in full, RF+UD will transfer full ownership rights (IP, files, usage rights) to the Client, and waive any future Success Share.
Until then, the license remains active and non-transferable.
7. Disclaimers & Limitations
RF+UD provides no guarantee of commercial success, market fit, funding, media coverage, or any specific outcome.
All services are offered in good faith and based on experience, frameworks, and creativity — not as a guarantee.
8. Applicable Law
Unless otherwise agreed in writing, these terms are governed by the laws of the Republic of Singapore.
9. Contact
All legal and licensing inquiries:
legal@rfud.io
INVESTOR TERMS
Pre-incorporation Round — July 2025
1. Introduction
This document outlines the terms and conditions applicable to individuals (hereafter referred to as “the Investor”) who voluntarily participate in the pre-incorporation fundraising of RF+UD (hereafter referred to as “the Project”), an initiative led by Philémon Dedeur, with the intention of incorporating a Singapore private limited company (RF+UD Pte Ltd) in August 2025.
This participation is conducted by private agreement via letter of intent and does not constitute a public offering of securities.
2. Nature of Participation
The funds transferred by the Investor are intended as early-stage capital in exchange for equity, to be formalized once RF+UD is legally incorporated. Until incorporation, participation is governed by a Letter of Intent (LOI), signed by both parties.
No shares are issued at the time of transfer. The LOI serves as a binding commitment to allocate equity post-incorporation, proportional to the Investor’s contribution.
3. Entity to Be Created
Legal Name: RF+UD Pte Ltd
Jurisdiction: Republic of Singapore
Type: Private Limited Company
Estimated Incorporation Date: August 2025
Pre-Money Valuation: €75,000
Equity Offered: pro-rata based on contribution relative to valuation
4. Investment Mechanics
Target Capital: €15,000
Minimum Contribution: €100
Method of Transfer: Revolut or bank transfer (details provided separately)
Confirmation: The Investor must provide proof of payment via email to founders@rfud.io
Documentation: A Letter of Intent will be issued upon receipt of funds
5. Post-Incorporation Commitments
Upon incorporation:
Shares will be issued and allocated in accordance with the signed LOI
Shareholder records and digital certificates will be issued
Monthly updates will be sent to all Investors regarding the company's financial and strategic progress
The Company reserves the right to conduct further fundraising rounds, which may result in dilution of early shareholding
6. Legal Disclaimers
No Public Offering:
This fundraising is conducted on a strictly private basis. No public solicitation is made.
This page and associated materials do not constitute an offer to the public within the meaning of EU Directive 2003/71/EC or equivalent legislation in any jurisdiction.
Investors confirm they are participating in a private, unsolicited transaction.
No Guarantee of Return:
This is an early-stage investment in a pre-incorporation context.
The Investor understands the risks inherent in such an investment, including the possibility of total loss of capital.
The Company provides no guarantees or promises regarding profitability, dividends, or exit opportunities.
Jurisdiction:
Any legal disputes arising from this agreement shall fall under the jurisdiction of the Republic of Singapore, unless otherwise agreed.
7. Contact
All communication regarding this investment round must be directed to:
founders@rfud.io
