Beagle Direct
Download PDF
Beagle Direct
Download PDF
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. This is a small friends-and-family round and this term sheet is the only document in it: an investor subscribes by signing it and paying their subscription money to the Company, and there is nothing further to sign.
| 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. |
|---|---|
| Founder and director | Joel Gavin Smalley (British), founder, a director of the Company (appointed 20 June 2026), holder of 158 ordinary shares, and a person with significant control of the Company at the date of this term sheet. |
| Founder and director | Dale Gary Smith (British), a building-trade principal, a director of the Company (appointed 24 June 2026), holder of 158 ordinary shares, and a person with significant control of the Company at the date of this term sheet. |
| The Founders | Joel Gavin Smalley and Dale Gary Smith together, referred to herein as "the Founders". They hold the whole of the Company's issued share capital equally, 158 ordinary shares each, 316 in issue, 50/50; they are the Company's only two directors and its whole board; and they are its only two persons with significant control. Where an obligation in this term sheet is given by one of them alone, that person is named. |
| 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 and Dale Smith together hold the entire issued share capital, 158 ordinary shares each, 316 in issue, 50/50. 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 | £150,000 gross (Round 1). The round will not proceed unless a minimum of £150,000 in aggregate subscriptions is received by the close date. |
| Pre-money valuation | ~£850,000. 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 | ~£1,000,000 (pre-money ~£850,000 plus Round 1 proceeds of £150,000). |
| Issued share capital | 316 ordinary shares of £1 each, fully paid: 158 held by Joel Smalley and 158 held by Dale Smith, 50/50. The Company was incorporated on 20 June 2026 with 158 ordinary shares held by Joel Smalley; Dale Smith's 158 ordinary shares were issued in June 2026 (Section 3). |
| Issue price | £2,678.57 per share: nominal value £1 plus a share premium of £2,677.57. |
| New shares issued | 56 ordinary shares (£150,000 ÷ £2,678.57 issue price). |
| Equity offered | 15% post-money (the 56 new shares are 15.05% of the enlarged 372-share capital), calculated on the 316 founder shares already in issue (Section 3). |
| Minimum cheque | £13,392.86 per investor (5 ordinary shares at £2,678.57), being about 9% of the round. The Company may accept a lesser amount at its discretion. |
| Target close date | Q3 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. Each investor transfers their subscription money to the Company in cleared funds (Section 5). |
| SEIS / EIS | The £150,000 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 Founders makes any representation as to qualifying status. |
Round 1 funds the founder full-time on product development, support and sales across a six-month window to the product-market-fit gate, with no funded hire, a dedicated server provision of £30,000 and a funded go-to-market budget of £20,000. The £150,000 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 £150,000 of investor capital. Round 2 (£350,000) funds the scale-up at the gate (Section 4).
| Founder draw and payroll (~£62,400) | A single founder full-time on product development, support and sales across the whole six-month window. |
| Infrastructure (~£6,000) | A flat, all-in monthly platform cost (AI and model subscriptions, hosting and peripherals) that does not scale per customer. |
| Servers and infrastructure (£30,000) | Dedicated server and infrastructure capacity for phase 1, sized to scale the platform: the compute, memory and hosting that run each firm's back office (the database, the live sessions, the channels) as more firms come on. The AI is the Claude API and remains the core. |
| Go-to-market (£20,000) | A funded go-to-market push across the six-month window, taking the product from word of mouth into a first paid acquisition effort. |
| Product features | Quotes, valuations and email drafts, in daily use at the pilot firm and the firms being taken on. |
| Statutory, accounting and working-capital buffer (~£31,600) | Light admin, statutory and accounting filings, and a larger working-capital buffer sized for a solvent close if the test fails. |
| Total (Round 1 proceeds) | £150,000 |
Beagle Direct
| Shareholder | Shares | % |
|---|---|---|
| Joel Smalley (founder) | 158 | 100% |
| Total at incorporation | 158 | 100% |
History, not the position today. 158 ordinary shares of £1 each, fully paid, held by Joel Smalley on incorporation on 20 June 2026. Dale Smith's 158 shares were issued later that month; the current position is the table below.
| Shareholder | Shares | % |
|---|---|---|
| Joel Smalley (founder) | 158 | 50.00% |
| Dale Smith (founder) | 158 | 50.00% |
| Total | 316 | 100% |
316 ordinary shares of £1 each in issue, fully paid and held outright: 158 Joel Smalley, 158 Dale Smith. The two founders hold the Company equally, 50/50, before the seed investors subscribe. Both are directors and persons with significant control.
| Shareholder | Shares | Cost basis | % |
|---|---|---|---|
| Joel Smalley (founder) | 158 | founder | 42.47% |
| Dale Smith (founder) | 158 | founder | 42.47% |
| Seed investors (Round 1) | 56 | £150,000 (£2,678.57 issue price) | 15.05% |
| Total | 372 | — | 100% |
The agreed structure. Joel Smalley and Dale Smith each hold 158 ordinary shares today, 316 in issue, 50/50, already issued and fully paid; neither holding is pending on this round. On closing, both founders keep all of their shares: there is no reduction or reorganisation of either holding. The seed investors subscribe for 56 new ordinary shares (15.05% of the enlarged 372-share capital, offered as 15%), giving 158 / 158 / 56 = 42.47% / 42.47% / 15.05%. The only shares this round creates are the seed's 56, so nothing else dilutes them. The mechanism is the ordinary Companies Act one and needs no further document: once an investor's money has cleared, the Company allots that investor's shares by board resolution, enters the holder in its register of members, and files the allotment at Companies House. The Company's articles of association stand as they are and are not being amended for this round.
Round 1 proceeds: 56 new shares × £2,678.57 issue price = £150,000, being nominal value of £1 plus a share premium of £2,677.57 per share.
| Shareholder | % |
|---|---|
| Joel Smalley (founder) | 36.49% |
| Dale Smith (founder) | 36.49% |
| Seed investors (Round 1) | 12.93% |
| Investors (Round 2) | 14.09% |
| Total | 100% |
Round 2 (£350,000 for 14% 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 and Dale Smith are the Company's two persons with significant control, and remain so at the close of this round. The cap table on closing of this round is the Round 1 table above.
Beagle Direct
This round is deliberately simple. Nothing sits behind this term sheet: there is no separate investor agreement of any kind, and the Company's articles are not being changed for it. An investor's position is therefore the ordinary position of a minority shareholder in a private company: what the Companies Act 2006 gives every shareholder, what the Company's articles already say, and the commitments the Company and the Founders record below. Nothing in this section depends on a document that does not exist. Section 4.1 sets out plainly what this round does not offer.
| Board composition | The board is Joel Smalley (appointed 20 June 2026) and Dale Smith (appointed 24 June 2026). Those two directors are the whole board, at the date of this term sheet and at close, and the same two people hold the whole of the Company's share capital equally between them, so the board and the founder shareholders are the same two people. Board decisions are taken by the two of them under the Companies Act 2006 and the Company's articles as they stand; this term sheet gives neither director a casting vote and creates no deadlock mechanism. Directors are appointed and removed under the Companies Act 2006 and the Company's articles, by the shareholders or by the board. This round confers no right on any investor, at any shareholding, to put a director on the board, to propose one the Founders must consider, or to block one. No board seat of any kind is attached to it. |
|---|---|
| Information rights | Two things, and they are different in kind. By statute: every shareholder is entitled to the Company's annual accounts and reports under the Companies Act 2006, and to inspect the register of members. By commitment: the Company and the Founders undertake in this term sheet to send every shareholder a written monthly update covering trading, cash position and customer numbers, for as long as they hold shares. That undertaking is given here and is not written into any other document. |
| Pre-emption on new issuance | Statutory. Under section 561 of the Companies Act 2006, existing shareholders must be offered new ordinary shares issued for cash pro rata to their holdings before they are offered to anyone else. Investors should understand the limit: those rights can be set aside by a special resolution of 75% of the votes cast, and the Round 1 holding of 15.05% is not enough to block one. |
| Anti-dilution | No anti-dilution ratchet applies to Round 1. The statutory pre-emption rights above are the only dilution protection. |
| Transfers of shares | Governed by the Company's articles of association as they stand. No drag-along and no tag-along apply to this round: an investor cannot be forced to sell in a trade sale, and equally has no right to join a sale by a Founder. |
| Leaver provisions | None. No vesting, no good-leaver or bad-leaver treatment, and no reverse vesting applies to any holding, founder or investor. All shares are held outright from allotment. |
| Statutory minority protections | The protections every shareholder in an English company holds, which need no agreement to exist: to receive the annual accounts; to require the directors to call a general meeting, and to circulate a written resolution, at 5% of the issued capital (sections 303 and 314); to vote their shares on every ordinary and special resolution; and to petition the court under section 994 where the Company's affairs are conducted in a manner unfairly prejudicial to them. |
Stated so that no investor has to infer it. There is no board seat and no observer seat. There is no drag-along and no tag-along. There is no investor consent or veto over issuing shares below the Round 1 issue price, over selling the Company's assets, or over changing the articles: each of those is decided by shareholder vote under the Companies Act, and the two founders together hold 84.95% of the votes after this round. An investor's protection is the statutory floor above, the Founders' monthly update, and the fact that the founders' own money and work sit behind the same shares.
Beagle Direct
| Follow-on round (Round 2) | Round 2 is a milestone-triggered follow-on of £350,000 for 14% 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 the statutory pre-emption rights described in Section 4 over the Round 2 issue, pro rata to their holdings, so far as that issue is one of ordinary shares for cash and those rights are not set aside by special resolution. On full capitalisation after Round 2 the holders dilute pro-rata to Joel Smalley 36.49%, Dale Smith 36.49% and the Round 1 seed 12.93%, with Round 2 investors at 14.09%, as set out in Section 3. |
|---|
Beagle Direct
| Conditions to closing |
|
|---|---|
| How an investor subscribes |
Three steps, and there is no fourth.
|
| Governing law | English law. Disputes subject to the exclusive jurisdiction of the courts of England and Wales. |
| Founder IP assignment | Joel Smalley undertakes to assign the relevant intellectual property (the SiteDesk trade-specific workflows, document templates, the marketing-generation layer, the Beagle Direct publishing and booking model, and the configuration model) to the Company outright, with no licence-back and no royalty. This is a commitment given by Joel Smalley in this term sheet and an act between him and a company he co-founded and part-owns. It is not a condition of any investor's subscription, and the close does not wait on it. At the date of this term sheet the assignment has not been made. |
| Founder IP warranty | Joel Smalley warrants that, to the best of his knowledge, the intellectual property described in the row above 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 Founders 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 Founders 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. There is no legal process at closing to fund: no party's costs are charged to the other, and none are charged to the round.
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. This signature and the transfer of the subscription money are the whole of what an investor is asked to do (Section 5).
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.