Success Fee Agreement

1. Parties

This Success Fee Agreement is between:

• Moris Nou Pei ("Platform", "Agent"), the operator of the investment bridge platform at morisnoupei.com; and
• All registered users who are entrepreneurs listing business opportunities, investors expressing interest in or responding to opportunities, or both ("User", "you").

2. Nature of Moris Nou Pei's Role

Moris Nou Pei acts as an independent introductory agent. When a deal is concluded between parties introduced through the Platform, a success fee is earned by Moris Nou Pei for having facilitated that introduction, in the same way as a business broker or introductory agent earns a fee under the Civil Code of Mauritius.

The success fee is not a commission on a financial services transaction regulated by the FSC of Mauritius. It is a platform service fee for the introductory and facilitation services provided.

3. Success Fee Schedule

Note on multi-tranche deals: Where an investment is made in multiple tranches, the commission rate is determined by the total committed investment amount stated in the investment agreement, not each individual tranche.

4. When the Fee is Due

The success fee becomes due on the earliest of:

1. Execution of a binding investment agreement, shareholders agreement, sale agreement, or equivalent legal instrument between the parties;
2. Transfer of any funds, assets, or equity between the parties;
3. Reporting of the deal closure through the Moris Nou Pei platform by either party.

The fee is payable regardless of whether the deal is reported through the Platform, as long as the parties were first introduced through the Platform.

5. Invoice & Payment Terms

5.1 Invoice Generation

Upon deal closure reporting, the Platform automatically generates an invoice with a unique reference (format: MNP-YYYY-NNNN). This invoice is sent by email to the reporting party and accessible in the Platform dashboard.

5.2 Payment Deadline

The success fee invoice is payable within 14 calendar days of the invoice date.

5.3 Accepted Payment Methods

• Bank transfer to Moris Nou Pei's designated bank account (details on invoice)
• Paystack payment gateway (card or mobile money)
• Such other methods as may be specified from time to time

5.4 Late Payment

Late payment shall accrue interest at 1.5% per month (18% per annum) on the outstanding amount from the due date until the date of actual payment. This is without prejudice to any other remedies available to Moris Nou Pei.

5.5 Joint Liability

Both the entrepreneur/opportunity owner and the investor are jointly and severally liable for the success fee. Moris Nou Pei may pursue either or both parties for the full amount.

6. Anti-Circumvention

The success fee is payable on any transaction between parties who first made contact through the Moris Nou Pei Platform, regardless of whether the transaction is concluded:

• Through the Platform or outside it;
• Through the original parties directly or through related parties, subsidiaries, holding companies, or nominees;
• In the original form discussed or in a restructured or modified form;
• Immediately or within 24 months of first contact through the Platform.

Circumvention of the success fee constitutes a material breach of contract and attracts a penalty of 2× the applicable success fee, plus legal costs and expenses incurred by Moris Nou Pei in enforcing this Agreement.

7. VAT Treatment

Where Moris Nou Pei is registered for Value Added Tax (VAT) under the Value Added Tax Act 1998 of Mauritius, the success fee invoiced will be subject to VAT at the applicable rate (currently 15% in Mauritius). The invoice will clearly show the fee, VAT, and total amount payable.

Users who are VAT-registered businesses in their own jurisdiction should retain the invoice for their own tax records.

8. Disputes About the Fee

If you dispute a success fee invoice, you must:

1. Notify Moris Nou Pei in writing at billing@morisnoupei.com within 7 calendar days of the invoice date, stating the grounds of the dispute;
2. Continue to pay any undisputed portion of the invoice by the due date;
3. Engage in good-faith discussions with Moris Nou Pei to resolve the dispute within 30 days;
4. If unresolved, refer to arbitration as provided under the Terms of Service.

Failure to raise a dispute within 7 days constitutes acceptance of the invoice.

9. Governing Law

This Agreement is governed by the laws of the Republic of Mauritius. Any dispute arising from this Agreement shall be resolved in accordance with the dispute resolution provisions of the Moris Nou Pei Terms of Service.