Investor Program — the rules

Informational only — not yet legally reviewed, not an offer to invest, and no capital is accepted through this site. See Section 9 below for the full legal & compliance notice. Last published 29 Aug 2026. ← Back to Investors

1.1 Structure chosen: hybrid (revenue-share now, equity option later)

Partners do not initially receive shares in a company. They sign an Investment & Marketing Partner Agreement (IMPA) per venture (or a Portfolio Bundle covering all active ventures) that gives them:

1. A contractual right to a percentage of that venture's net revenue, in proportion to their capital contribution, for as long as the agreement stays active, and
2. A contractual option to convert that revenue-share position into real equity in a future legal entity formed for that venture, if and when the venture hits a defined milestone (1.6).

This is deliberately simpler to launch than issuing real equity (no cap table, no share registry, no company-law share-transfer mechanics on day one), while still giving early partners a credible path to upside if a venture takes off. It is not a way to avoid regulation — see Section 1.9 below.

1.2 What a partner buys into

• Single-venture position — capital + marketing effort tied to one product (e.g. only HIO Challenge).
• Portfolio Bundle position — capital spread across all active ventures at the time of investment, weighted by each venture's open pool size; new ventures added later are not automatically included unless the partner opts in again.

Each venture has an Investor Pool — the portion of that venture's revenue rights made available to partners, set by the founder/owner when the venture is opened for investment. Recommended starting point: up to 50% of a venture's net revenue allocated to the investor pool in total, with the remaining 50%+ retained by xcetra/the venture's operating team.

A$500 will get you 1% in an Investment Pool. No payment upfront required - just your comitment to use your skills.

1.3 Tiers

1.4 Share calculation

Investor Revenue Share % (for a venture)
  = (Partner's capital contributed to that venture's open round
     ÷ Total capital raised in that round)
    × Round's Allocated Investor Pool %

Example: a venture has an investor pool of 50% (the company retains the remaining 50%) and the venture raises A$100,000 total. A partner who has a 10% stake will get 5% of that venture's net revenue, distributed as defined below, for as long as their agreement is active and in good standing.

1.5 The marketing obligation — how “active” is defined and enforced

This is the mechanism that makes the program different from passive investment, so it needs to be objectively measurable, not judged on vibes:

1. Tracked, not trusted. Every partner gets a unique referral code/link and access to pre-approved marketing assets from the toolkit. Only activity that runs through tracked channels (their link, their tagged social posts, submitted content with evidence links) counts toward the obligation.
2. Quarterly review. At the end of each quarter, the system checks each active agreement against the obligation for its tier (1.3).
3. Grace and cure. Missing the obligation once triggers a warning and a one-quarter cure period — the partner is told exactly what's short and how to fix it before anything changes.
4. Consequence for sustained non-performance. Missing the obligation for two consecutive quarters after the warning suspends further revenue accrual (the partner keeps what they've already earned, but stops accruing new share) until they either resume activity or formally exit. A third consecutive miss moves the agreement to “forfeited,” and that unearned share returns to the venture's open pool for reallocation to future partners, per the signed agreement terms.
5. Evidence, not surveillance. Partners self-report qualitative activity (e.g. a talk given, an intro made) with an evidence link; the system doesn't scrape partners' personal social accounts.

1.6 Revenue distribution mechanics

• Basis: net revenue per venture per period = gross revenue minus payment processing fees, refunds/chargebacks, and direct cost of goods/service delivery for that period (e.g. HIO Challenge's prize payouts and club commissions are deducted before the investor pool is calculated). The exact deduction list must be fixed per venture, in writing, before any partner signs — this is one of the most common sources of disputes and needs accountant sign-off.
• Cadence: quarterly statements, quarterly payouts, with a minimum payout threshold (e.g. A$50) below which balances roll forward to the next period.
• Transparency: every statement shows gross revenue, each deduction, resulting net revenue, the pool %, and the partner's share of the pool — not just a final number.
• Currency/fees: payouts in AUD by default; payment-processor fees on payout are the partner's cost unless otherwise agreed.

1.7 Equity conversion option (the “later” half of the hybrid)

• Trigger: defined per venture at the time the round opens — e.g. the venture sustains a defined revenue level for a defined number of consecutive quarters, or reaches a funding/traction milestone the founder sets.
• Mechanism: on trigger, xcetra (or the venture, if it has been spun into its own legal entity by then) offers eligible partners the option — not the obligation — to convert their accrued revenue-share position into actual equity at a conversion ratio fixed in the original agreement.
• Conditions: conversion is subject to the venture actually being incorporated as its own legal entity, formal share issuance documents, and legal/accounting sign-off at the time — this is a genuine legal event, not an automatic system action, and timing is never promised to partners in advance.

1.8 Exit, transfer, and buyback

• Revenue-share positions are not freely tradeable by default — this avoids the position looking like a liquid security.
• A partner wanting to exit early can request a buyback; xcetra has right of first refusal at a formula-based value (e.g. a multiple of trailing revenue-share payouts) rather than an open-market sale.
• A minimum hold period (e.g. 12 months) before exit requests are considered, to keep early capital stable.

1.9 Legal & compliance notice — read before applying

This structure is a starting framework, not a compliant offering, and has not been reviewed by a lawyer or financial advisor. A few things worth knowing before this goes anywhere near real capital, especially under Australian law (the jurisdiction this draft assumes):

• Pooling money from multiple people for a share of profits is exactly the kind of arrangement the Corporations Act 2001 (Cth) regulates as a “managed investment scheme” or “financial product.” Calling it a “revenue-share partnership” instead of “equity” does not automatically avoid this — the substance of the arrangement is what regulators look at, not the label. This likely means needing either an Australian Financial Services Licence (AFSL), a licensed intermediary/crowdfunding platform, or a specific exemption, determined by a lawyer.
• The equity-conversion option compounds this — an option to receive company shares in future is itself something securities law cares about.
• Marketing obligations tied to returns can look like they're incentivizing unlicensed financial promotion by partners themselves if not carefully worded — partners promoting an “investment opportunity” to others may trigger their own disclosure obligations. The agreement needs to clearly scope what partners are promoting (the product) versus what they must not do (soliciting other people to invest).
• KYC/AML obligations may apply once real money is being pooled and distributed, even informally.
• Tax treatment of revenue-share payouts (ordinary income vs. something else, GST treatment, withholding for overseas partners) needs an accountant's input before any statement/payout format is finalized.
• Until this is legally reviewed and structured, this page and any related material should not describe guaranteed returns, use the word “investment” without qualification, or solicit money from the public — everything above is an internal planning draft, not a live offer.