Private due-diligence response
Two questions worth answering properly

How do we verify the positions — and how do we verify where the money goes?

The right answer to due diligence is not simply reassurance. It is to put the important controls into the structure itself, make the reporting clear, and protect information that does not need to be disclosed.

Themba, thank you for raising these questions.
They are reasonable due-diligence questions. I understand what sits behind them: if there are only twenty positions, how can a participant know that the structure is being honoured, and how can a participant see that the capital is being used for the purposes described?
1
Confirming the position structure

How can the other positions be confirmed without publishing everyone’s private information?

I understand the request. If the structure is limited to twenty equal positions, a participant should have a clear way to know where his own position sits and that the Company is contractually bound by the twenty-position limit. I do not believe the right answer is to circulate the names, contact details, agreements or private financial affairs of the other participants.

There is a privacy boundary.

Personal and financial information is not something I should circulate casually. South African privacy law, including POPIA, requires personal information to be handled lawfully, reasonably and for a proper purpose.

A due-diligence question about the position structure does not require me to disclose another participant’s private contact details, agreement or financial circumstances.

There is also a trust boundary.

People who enter a private commercial arrangement with Premise Decision Engine are entitled to expect that their personal affairs will be treated with care.

I would apply exactly the same standard to your information. Becoming a participant should not automatically make your name, payment arrangements or agreement available to every person who asks about the opportunity later.

The better answer is to make the structure itself verifiable. The agreement is the primary control. It caps the participation structure at twenty equal contractual positions, and the Company is bound not to create more than those twenty positions.
A stronger contractual control

Every participant should hold a specific numbered position.

I agree that the cleanest way to remove ambiguity is to identify the participant’s exact position in the agreement itself. The final signed agreement will therefore record the specific numbered Revenue Participation Position held by that participant.

Example wording in the agreement
Revenue Participation Position No. 07 of 20

The number identifies the participant’s place in the fixed twenty-position structure. It is a contractual revenue-participation position, not a shareholding or ownership interest in Premise Decision Engine (Pty) Ltd.

One fixed structure: 01–20

The structure consists of twenty uniquely numbered contractual positions. Each confirmed position participates in 1% of Qualifying Revenue.

No Position 21 can be created within this structure, and the same numbered position cannot properly be allocated twice while it remains active.

The participant can see his place in it

The participant’s own signed agreement records the position number he holds. The written confirmation issued after the agreement is signed and payment has cleared will use the same position number.

This creates a direct documentary trail from agreement, to payment, to confirmation, to monthly reporting.

01
02
03
04
05
06
07
08
09
10
11
12
13
14
15
16
17
18
19
20

The illustration above shows the fixed numbering structure only. It deliberately does not identify the holders of individual positions.

20Maximum positions
01–20Unique position numbers
1%Qualifying revenue each
MonthlyStatus reported
Why I prefer the word “holds” rather than “owns”: the participant holds a contractual Revenue Participation Position. The agreement expressly distinguishes that right from shares, voting rights, management authority or ownership of the Company. The numbering strengthens verification without confusing the position with equity.
2
Confirming the employment of funds

How will participants know that the capital is being used for the purposes described?

The current use-of-funds plan allocates the full US$48,000 across four defined jobs. The important control is to report actual expenditure against those categories rather than simply state the budget at the beginning and never return to it.

US$13,000
Controlled campaign testing

Testing messages, audiences, offers, channels, conversion paths and the Existing Traffic Path before spending heavily.

US$19,000
Campaign scale-up

Capital held for campaigns that produce enough evidence to justify increased spending. It is not released simply because the money is available.

US$9,000
Creative & market content

Advertising creative, campaign content, landing-page improvements, testing material and market communication.

US$7,000
Technology & measurement

Customer-flow systems, tracking, measurement and the AI-assisted research and monitoring used in the acquisition process.

The boundary is equally important: the participation capital is not allocated to founder compensation, reimbursement for work already completed, personal expenses, guaranteed distributions to position holders, or rebuilding the business from the beginning.
Use-of-funds reporting

Actual spending should be shown against the original plan.

As the capital is deployed, the participant update will make four things visible: the approved allocation, what has been spent, what remains, and what the expenditure was used to support.

1 · Approved allocation

Start with the agreed category.

The original budget remains the reference point against which actual spending is compared.

2 · Actual spend

Record what moved.

Payments are recorded against the relevant use-of-funds category rather than disappearing into one general total.

3 · Remaining balance

Show what is left.

The update shows the remaining balance in each category and identifies any material movement between categories.

4 · Purpose / result

Explain what the spend supported.

Where appropriate, the update links the expenditure to the campaign, system, creative work or market activity it supported.

The purpose is straightforward: a participant should be able to compare the stated use of funds with the actual deployment of funds without needing access to unrelated customer, supplier or participant information.
3
The ongoing reporting control

The agreement already creates a monthly reporting rhythm.

This is important because due diligence should not end on the day the agreement is signed. The participant should continue to receive a clear record of what the revenue participation produced and where his position sits in the fixed structure.

Monthly participant statement

Provided within 30 days after each calendar month ends.

Qualifying RevenueThe Qualifying Revenue received and settled for the month.
Participant calculationThe participant’s 1% calculation for each confirmed position held.
AdjustmentsAny lawful withholding, refund, reversal or other permitted adjustment affecting the calculation.
Amount payableThe amount due to the participant for that month.
Position referenceThe participant’s specific numbered position — for example, Position No. 07 of 20.
Structure statusThe fixed cap of 20 positions, together with the current number of confirmed and unallocated positions, without publishing participant identities.

Payment follows the statement.

The agreement provides for the participation amount shown as payable to be paid within five days after the monthly figures are provided. This means the reporting and payment trail remain connected.

Use-of-funds visibility sits alongside it.

While the participation capital is being deployed, the participant update can also show the use-of-funds position: cumulative spend by category, remaining balances and any material reallocation with an explanation.

This is the control I prefer: the participant does not have to rely on somebody else’s identity to know whether his own contractual position is real. His numbered agreement, written confirmation and recurring monthly statement all point to the same fixed twenty-position structure.
The principle behind both answers

Make the structure accountable. Protect the people inside it.

Position verification

The Company is contractually limited to twenty positions. Each participant holds a specific numbered position, and the same number follows through the agreement, confirmation and monthly statement.

Use-of-funds verification

The original allocation remains visible, actual expenditure is reported against it, and the monthly reporting process creates an ongoing record rather than a once-off explanation.

My standard is simple: good due diligence should make the commercial facts clearer and more accountable without requiring one participant’s private information to be sacrificed for another participant’s comfort.

This page explains the intended verification and reporting process. The signed Revenue Participation Agreement remains the governing document for each participant’s legal rights and obligations.