# Renegotiation, Losses, and Changes of Direction in Accelerators and Venture Builders | KEZ$

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How investors can assess services, ownership, conflicts, and losses when accelerator and venture builder projects renegotiate terms or change direction.

[Accelerators and venture builders: diligence and governance](https://kezs.com.br/en/learn/accelerators-diligence)

# Renegotiation, Losses, and Changes of Direction in Accelerators and Venture Builders

How investors can assess services, ownership, conflicts, and losses when accelerator and venture builder projects renegotiate terms or change direction.

KEZS team · Educational guide

[Accelerators and venture builders](https://kezs.com.br/en/learn?tag=Accelerators%20and%20venture%20builders)[Governance](https://kezs.com.br/en/learn?tag=Governance)[Renegotiation](https://kezs.com.br/en/learn?tag=Renegotiation)[Service valuation](https://kezs.com.br/en/learn?tag=Service%20valuation)[Intellectual property](https://kezs.com.br/en/learn?tag=Intellectual%20property)[Conflicts of interest](https://kezs.com.br/en/learn?tag=Conflicts%20of%20interest)[Loss management](https://kezs.com.br/en/learn?tag=Loss%20management)

[← Accelerators and venture builders: diligence and governance](https://kezs.com.br/en/learn/accelerators-diligence)[1. Start by separating the relationships](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-1)[2. Define what changed before deciding who should make concessions](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-2)[3. Break down service packages and examine their usefulness](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-3)[4. Keep equity, convertible instruments, and debt distinct](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-4)[5. A numerical example: establish what was actually contributed](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-5)[6. Cash timing reveals constraints that ownership percentages conceal](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-6)[7. Accept deliverables through clear technical and contractual criteria](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-7)[8. Intellectual property determines whether the new direction is feasible](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-8)[9. Disclose conflicts before decisions are made](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-9)[10. Negotiate conditional packages that can be verified](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-10)[11. Design the change-of-direction test to produce a decision](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-11)[12. Examine delays, breakdowns, and partial recovery](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-12)[13. Distinguish cost, economic value, and recovery when recognizing losses](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-13)[14. Assign responsibility for deciding, executing, and verifying](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-14)[15. Correct recurring mistakes at their source](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-15)[16. Close with decisions that can actually be carried out](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#topic-16)[Frequently asked questions](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#faq)[References](https://kezs.com.br/en/learn/accelerators-diligence/renegotiation-losses-and-changes-of-direction-in-accelerators-and-venture-builders#references)

What you will find 

An accelerator or venture builder may train founders, develop a product, introduce potential customers, and invest money in the same business. These activities can complement one another, but they also create overlapping expectations. When sales fall behind or the product needs a different direction, investors must identify which relationship is being renegotiated. Reducing a development commitment does not automatically change an ownership interest already established. Postponing an investment installment does not erase a service obligation under a separate agreement.

01 

## Start by separating the relationships

The first governance task is to distinguish four things: money actually provided, services contracted, economic rights already established, and commitments that remain conditional. An announced investment may include future installments; an estimated support package may include hours never used. Counting everything as capital already contributed distorts the assessment of losses and favors whoever presents the largest headline figure. Investors need a record showing each contribution, its recipient, and the conditions under which it becomes recognized.

Renegotiation reallocates obligations, risks, and opportunities after an important assumption changes. Its purpose is not to preserve the original valuation at any cost. A program may remain useful with a smaller scope, become irrelevant after a product change, or need to leave an operational role. The decision should compare future alternatives while acknowledging benefits received and amounts recoverable. Past spending explains how the project reached this point; it does not require investors to keep financing it.

02 

## Define what changed before deciding who should make concessions

The statement that a project has changed can describe very different situations. An execution change keeps the original problem but replaces a supplier or reorganizes tasks. A product revision changes features or the customer journey for the same buyer. A change in the business thesis relies on a different customer, revenue model, or core capability. The further the new proposition moves from the original assumption, the less appropriate it becomes to approve continuation as a routine extension of the program.

A review should distinguish observed facts, interpretations, and proposed hypotheses. Fact: five interviewed customers rejected the quoted price. Interpretation: they may not perceive enough benefit. Hypothesis: selling to another department could increase willingness to pay. Separating these statements prevents a persuasive narrative from receiving the same evidentiary weight as a signed contract. It also makes disagreement clearer: an investor can accept the observations while rejecting the conclusion that another development cycle is the best response.

The renegotiation agenda should identify the event that undermined the previous plan, the obligations still feasible, and the information still missing. Losing a supplier requires a different response from persistent lack of demand. A software license restriction can make a technically functional product unusable for its intended purpose. Before requesting a discount, extension, or additional ownership, the parties should connect the problem to the concession sought. Otherwise, renegotiation may redistribute costs without addressing their cause.

03 

## Break down service packages and examine their usefulness

Service valuation is sensitive because it turns operational work into an economic reference for negotiating rights. A mentoring, development, and commercial support package can have a high list price but limited usefulness to a particular project. Examine its scope, personnel, time commitment, dependencies, acceptance criteria, and available alternatives. Hours offered are not hours used, and hours used are not necessarily usable deliverables. These differences should be visible before services become a basis for granting ownership.

Three reference points help without creating false precision: demonstrable delivery cost, prices for comparable alternatives, and expected usefulness to the project. None is decisive alone. Internal cost may reflect inefficiency. An outside quotation may omit maintenance or documentation. Expected usefulness may disappear after a market change. Comparisons must explain their inclusions and exclusions. If a program receives both cash and ownership for the same activities, the combined compensation needs to be explicit and economically understandable.

During renegotiation, separate completed and accepted work, disputed work, and capacity reserved for future stages. An accepted deliverable may retain its contractual value even if the commercial thesis fails, depending on the agreement. A future stage that has lost its purpose may instead be canceled or replaced through an amendment. The aim is neither to reprice every past service according to business success nor to ignore performance. It is to prevent unperformed work from becoming a completed contribution and commercial failure alone from invalidating properly delivered services.

04 

## Keep equity, convertible instruments, and debt distinct

Equity exposes its holder to the business's residual value through the rights actually established. Debt creates payment obligations under its terms. A convertible instrument contains conditions that may lead to conversion or other specified outcomes. Calling all of these a program investment does not remove their differences. In a crisis, those differences determine who may demand payment, who may vote, who participates in a sale, and who bears a loss without a right to reimbursement.

Services also need appropriate contractual treatment, even when compensation includes future ownership. Identify the work, price or valuation method, recognition milestones, and valid mechanism for establishing the agreed rights. A business support contract does not automatically turn consulting hours into share capital. Likewise, the label convertible does not resolve uncertainty about maturity, conversion events, discounts, limits, or discontinuation. Professional review should examine the actual Brazilian legal structure rather than rely on the commercial name.

Business form matters. A Brazilian MEI cannot admit equity partners while remaining a MEI. A donation to a nonprofit is not an equity investment or a promise of financial return. Existing eligible receivables are different from hoped-for sales. Renaming an arrangement cannot create rights its structure does not support. Public securities distribution and regulated financial activities require appropriate structures and providers; technology, a generic contract, or a CNAE activity classification is not sufficient permission. Each arrangement creates different rights, costs, and risks.

05 

## A numerical example: establish what was actually contributed

Consider an entirely hypothetical arrangement. The founders agree on an economic reference value of R$ 1,200,000 for the business before new contributions. An investor will provide R$ 180,000 in cash. The venture builder may receive rights for three deliverables valued at R$ 40,000 each, totaling R$ 120,000. To simplify the arithmetic, the agreement uses the same reference per ownership unit and calculates the final allocation after determining eligible contributions. This convention is not a legal rule or a substitute for the necessary instruments.

If all cash and deliverables qualify, the economic base is R$ 1,500,000: R$ 1,200,000 attributed to the founders, R$ 180,000 to the investor, and R$ 120,000 to the builder. The resulting proportions are 80%, 12%, and 8%. Service recognition requires all three agreed acceptances. Now suppose the cash is contributed in full, but only two deliverables are completed and accepted. The third is canceled before work begins because the product changes direction. Under these hypothetical terms, it creates no economic entitlement.

The base therefore becomes R$ 1,460,000. The founders hold approximately 82.19%, the investor 12.33%, and the builder 5.48%. These rounded percentages come from dividing R$ 1,200,000, R$ 180,000, and R$ 80,000 by R$ 1,460,000. The investor receives no additional cash; its proportion increases because an anticipated contribution did not occur. If the contracts had fixed final percentages or established rights in advance, this adjustment would not happen automatically. The parties would need to examine those rights and formally implement any agreed solution.

06 

## Cash timing reveals constraints that ownership percentages conceal

Continue the example. The company receives R$ 180,000 at the outset. Over four months, operations consume R$ 30,000 monthly, totaling R$ 120,000 and leaving R$ 60,000. The builder's two accepted deliverables, recognized at R$ 80,000, are compensated through economic rights and do not draw cash from that balance. The monthly R$ 30,000 covers other operating payments. Keeping these flows separate prevents double counting and avoids presenting a service valuation as money available to pay employees.

After the fourth month, the team proposes a three-month test of a new product application. The budget caps spending at R$ 16,000 monthly, or R$ 48,000 overall, leaving a R$ 12,000 reserve. A R$ 18,000 receivable for services already performed is expected in the fifth month. If collected in full, with no other movements, closing cash after the test would be R$ 30,000. If delayed or unpaid, it would remain R$ 12,000. The decision should remain workable without that collection.

This budget does not establish that the company can afford to close. Employment obligations, contractual liabilities, and other exit expenses require separate estimates. Desired new sales also cannot be counted as available receivables. Investors may condition continuation on spending limits, verifiable deliverables, and a review before the reserve is consumed. Authorizing three months of investigation is different from promising to finance the following stage. The schedule should identify the next decision point and the cash expected to remain when it arrives.

07 

## Accept deliverables through clear technical and contractual criteria

Recognizing each R$ 40,000 stage requires more than evidence that people worked. A milestone might require a functioning version in a specified environment, tests against agreed criteria, documentation, and access transfer. Another might require integration with test data, failure handling, and an operational demonstration. Acceptance must match the contracted work. A convincing presentation does not prove functioning software, while functioning software does not prove enough market demand to justify further investment. These are separate assessments with different evidence.

Useful acceptance provisions identify the evaluator, inspection period, required evidence, and procedure for reporting defects. Neither party should informally interpret silence however it prefers. When corrections are requested, distinguish a defect, a new requirement, and a changed business context. A feature delivered to specification that later loses usefulness is different from a fault that prevented use from the outset. That distinction affects payment, economic recognition, and responsibility for remedial work. It also helps prevent scope changes from becoming concealed disputes.

Avoid giving sole acceptance authority to the person who gains ownership from approval. Independent technical review can be proportionate to a deliverable's value and importance, with its cost included in the decision. In the example, the first two milestones remain recognized because they passed the agreed procedure; the third never occurred. Hidden defects would require applying the relevant warranty and liability provisions. A new concern does not automatically undo every earlier act. Organized evidence reduces both improper approval and opportunistic challenges.

08 

## Intellectual property determines whether the new direction is feasible

Receiving source code does not necessarily give a company the rights to modify, license, or transfer it. Renegotiation should distinguish the builder's preexisting materials, third-party components, and work created specifically for the project. Contributions from employees, freelancers, and suppliers also need identification. Repository access is an operational capability; ownership and licensing are separate matters. This distinction may determine whether the product can continue outside the program or whether each proposed change needs additional permission.

Inventory code, interface designs, trademarks, domains, databases, documentation, and essential operating accounts. For each item, record who controls it, permitted uses, applicable conditions, and what happens on exit. Shared components deserve particular care: exclusivity promised to one project may conflict with licenses granted elsewhere. Customer data is not freely transferable merely because the project stores it. Purpose, access restrictions, and data protection duties must accompany any reorganization. An inventory should expose unresolved rights before continued development depends on them.

If the builder leaves, define administrative access transfer, usable exports, documentation, and limited transition support. This does not authorize disclosure of private data to any prospective buyer or investor. Sensitive material needs access controls, and private documents should not be placed on public blockchains. A cryptographic record can help verify integrity; it does not establish truth, legal title, reserve solvency, or payment guarantees. Relevant evidence combines contracts, a traceable chain of contributions, and the practical ability to keep the product operating.

09 

## Disclose conflicts before decisions are made

One organization may provide services, recommend suppliers, hold equity, administer the program, and advise investors. Each role creates different incentives. A builder may favor more paid development while an investor favors closure. A mentor may recommend a supplier in which the mentor has an economic interest. A manager may defend an old valuation to preserve the appearance of portfolio performance. A conflict does not itself prove misconduct, but it affects how the decision should be evaluated, approved, and recorded.

A conflict record should identify beneficiaries, relationships, compensation, and available alternatives. If the builder proposes replacing the canceled stage with another R$ 40,000 service, it must explain the work and its necessity. Preserving its compensation is not enough justification. The company can compare another supplier or choose not to purchase the service. Under the applicable governance documents, someone with a particular interest may need to abstain or refer the matter to an authority without that conflict. Establish procedures before a specific dispute.

Investors can also have conflicts. Someone holding both debt and equity may favor conserving cash for debt repayment while other owners support a recovery attempt. Transparency must cover every side. A defensible record describes available information, differing views, the decision criterion, and imposed conditions. It does not eliminate losses or establish that the chosen option will succeed. It helps show that the decision addressed the project's circumstances rather than simply reflecting the influence of whoever controlled the meeting.

10 

## Negotiate conditional packages that can be verified

Productive renegotiation starts with comparable proposals. Each party should state its request, contractual basis, future contribution, and stopping conditions. Asking for more ownership because of extra effort is insufficient: specify the work, duration, deliverables, and mechanism establishing the right. Likewise, demanding full reimbursement for an accepted service needs a specific basis. The purpose is to turn broad positions into obligations that can be performed, evaluated, and brought to an end, with a clear account of their economic consequences.

In the example, one option is to cancel the third stage permanently and preserve R$ 80,000 of recognized services. Another is to replace it with different work under a newly agreed valuation and acceptance process. A third is to buy support for cash within a revised budget without granting additional equity rights. These options cannot be silently combined. If the builder keeps full compensation for the old stage and charges for its replacement, the overlap needs explicit approval. Compare cash effects, ownership effects, and operational dependence.

The final agreement should address duration, surviving obligations, unresolved items, and the response to another failure to perform. Concessions can be conditional: reduced charges in exchange for transferred access, extra time in exchange for minimum reporting, or variable compensation tied to milestones. Conditions should not depend exclusively on the beneficiary's unilateral judgment. Record the fallback if negotiations fail. Continuing without agreement can consume the reserve and weaken every alternative, even when each party believes it is protecting its own position.

11 

## Design the change-of-direction test to produce a decision

The hypothetical three-month test should investigate a defined uncertainty rather than simply keep the team busy. Suppose the proposal is to sell a simpler application to a different buyer while reusing part of the product. Before authorizing spending, identify evidence that could support continuation: deployment feasibility, support cost, recurring use, and willingness to contract on identifiable terms. Favorable conversations are useful for learning, but they are not contracts and do not establish future collections. The test should make that distinction visible.

Reviews can proceed in stages. In the first month, assess whether the product solves the buyer's operational problem. In the second, examine deployment effort and responses to a concrete commercial offer. In the third, decide whether evidence supports seeking further financing or ending the test. Qualitative criteria can help with a small sample if their limitations are acknowledged. An experiment involving only a few participants should not be described as statistical proof of market demand or reliable evidence of eventual profitability.

The R$ 48,000 ceiling authorizes spending; it does not require spending the full amount. Early rejection of the central hypothesis can justify stopping and preserving cash. Promising results still require estimating the next stage's cost and obtaining the corresponding commitments. The builder's role during the test needs clear limits, particularly if the original stage was canceled. Otherwise, the company may create another dispute over supposedly included services and economic rights that nobody clearly approved. Learning should clarify the next decision rather than create unrecorded obligations.

12 

## Examine delays, breakdowns, and partial recovery

In a delay scenario, the R$ 18,000 receivable is not collected during the test. Final cash remains R$ 12,000 before any necessary exit expenses. Investors should check whether that reserve covers immediate obligations and whether commitments exist outside the budget. A monthly limit can be misleading when contracts create future payments, penalties, or termination costs. Monitoring must cover both bank outflows and obligations already contracted but not yet due. A receivable can exist without being collected when the business needs it.

In a breakdown scenario, the builder stops providing support and the team discovers that an essential account is under its administration. The priority is to preserve operations and evidence within existing rights while negotiating transfer. If an essential license prevents continuation, include replacement cost in the decision. Technology is not always economically recoverable: undocumented code, restrictive dependencies, or a poor fit with the new product may leave little value for the project and even less for an outside buyer.

For closure immediately after month four, suppose recovery comprises R$ 60,000 in cash, R$ 18,000 from the receivable, and R$ 12,000 from permitted asset sales: R$ 90,000 altogether. Assume R$ 50,000 of liabilities and closure costs, leaving R$ 40,000. Solely to illustrate arithmetic, if this residual were distributable proportionally with no preferences or other rights, the investor's approximately 12.3288% would yield about R$ 4,932. Against R$ 180,000 contributed, its nominal cash loss would be approximately R$ 175,068. Actual payment priority depends on applicable obligations and instruments.

13 

## Distinguish cost, economic value, and recovery when recognizing losses

A decline in expected value is not the same as an immediate cash outflow. An investor may conclude that an ownership interest is worth less before selling it or closing the business. The builder may have R$ 80,000 of recognized services without having spent that amount in cash. Its internal cost, accepted contractual value, and eventual recovery are different measures. Reports should show those distinctions instead of combining every contribution in a single column labeled lost capital.

In the hypothetical closure, the R$ 40,000 residual would give the builder approximately R$ 2,192, using its proportion of R$ 80,000 divided by R$ 1,460,000. This does not establish a R$ 77,808 cash loss: the actual cost of providing its services is unknown. The investor, by contrast, provided R$ 180,000 in cash, so illustrative recovery of about R$ 4,932 supports the stated nominal cash-loss calculation. The founders' R$ 1,200,000 reference value likewise should not be treated as verified cash expenditure.

Internal reporting can use recovery ranges and disclose uncertainty without presenting estimates as realizable prices. If the test continues, evaluate additional cash consumption alongside the possibility of useful new evidence. If the business closes, update costs and recoveries as they materialize. Accounting and tax treatment require their own analysis; a management spreadsheet does not determine those consequences. Recognizing deterioration early can improve decisions, but it does not replace investigation or automatically create a claim against another party. Percentage ownership alone also says little about liquidity or saleability.

14 

## Assign responsibility for deciding, executing, and verifying

Renegotiations fail when everyone joins discussions but nobody owns execution. Company leadership should present alternatives and maintain the budget. The builder should demonstrate deliverables, dependencies, and exit conditions. Investors assess their exposure and exercise rights they actually hold. Legal advisers examine instruments and formalization; technical professionals assess matters within their expertise; finance reconciles cash and commitments. Specialist advice supports a decision but does not replace clear responsibility. A review is useful only if someone can act on its findings.

Assign an owner to each outstanding item and identify the authority competent to approve it. Changing development scope, establishing ownership, and authorizing expenditure may require different approvals. An investor should not assume management powers simply because it financed the project. Operators should not treat an informal conversation as corporate approval. Records should identify the proposer, decision-makers, and conditions imposed. Describe minority views accurately when disagreements remain, so later readers can understand the actual decision rather than an artificially unanimous account.

Project documentation can bring together budgets, instruments, deliverables, and decision history under suitable access controls. KEZS connects entrepreneurial projects and potential funders through technology and intermediation; organized information can help participants understand what is being negotiated. Its usefulness depends on document quality and participants' analysis, rather than an assumed verification outcome. Investors retain responsibility for their own diligence and decisions, and KEZS does not assign a credit score. Organized documentation does not establish regulatory authorization, solvency, economic viability, approval, repayment, or investment returns.

15 

## Correct recurring mistakes at their source

A common mistake is recording an entire service package as contributed on the first day. Correct it by reconciling promises against performance, reviewing rights already established, and formalizing necessary adjustments. Another mistake is using an ownership spreadsheet without explaining its base. In the example, 12% and approximately 12.33% belong to different contribution scenarios; neither can be selected for convenience. The current version should identify its denominator and retain the history of changes. An arithmetic correction cannot by itself amend legal rights.

Commercial support is also often confused with proven sales. A customer introduction can have value as a contracted activity without establishing revenue or a receivable. Record contacts, proposals, contracts, deliveries, and payments separately. The intellectual property equivalent is accepting a statement that the product belongs to the company without checking licenses and contributions. Build the inventory and resolve gaps before relying on a transfer. If a necessary right cannot be obtained, show the replacement cost and its consequences for the available options.

Another problem is compensating the same effort repeatedly through a service charge, ownership recognition, and an additional demand for ordinary performance. Combined compensation can be legitimate when clearly negotiated, but should not arise automatically. Explain total remuneration and the events triggering each component. Finally, teams may postpone acknowledging a disproved hypothesis to protect the program's narrative. Address that through stopping criteria and independent review. Continually replacing unfavorable indicators with new ones prevents a meaningful decision and can consume resources without resolving the underlying uncertainty.

16 

## Close with decisions that can actually be carried out

A practical settlement brings together the diagnosis, recognized rights, future obligations, and next decision point. In this example, record the R$ 180,000 actually contributed, R$ 80,000 in accepted services, cancellation of the remaining stage, and the economic allocation resulting from the agreed convention. Confirm the rights needed to use and maintain the product. Signing an incomplete amendment does not resolve missing access, hidden obligations, or disagreement about past delivery. The settlement needs both formal validity and the operational means to carry it out.

For the test, include the R$ 48,000 ceiling across three months, the R$ 12,000 reserve, and separate treatment of the R$ 18,000 receivable. Specify evidence supporting continuation, who may stop expenditure, and when another decision is required. If closure is chosen, identify obligations, preserve assets, realize them only where permitted, account for the outcome, and organize winding down. The example's proportional residual distribution remains a simplified assumption subject to actual rights. Neither a budget nor a settlement guarantees recovery, liquidity, or sufficient funds to meet every obligation.

Investors can accept losses while requiring responsible execution. They can support a product change without automatically restoring the builder's compensation, or recognize well-delivered services while declining to finance another stage. Keep money, work, rights, and evidence distinct until comparing their consequences. This supports reasoned choices without prescribing anyone's personal asset allocation or promising superior results. Renegotiation reaches a useful conclusion when each party understands what it retains, what it must deliver, which risks it bears, and what event requires a new decision.

FAQ 

## Frequently asked questions.

### If services were valued at R$ 120,000, did the builder invest that amount?

Valuation alone does not establish that conclusion. Check which services were performed, how they were accepted, and which rights the instruments created. Only R$ 80,000 is recognized in the example because the third stage did not occur. Even that amount is the contractual reference for accepted deliverables, not cash deposited in the company or necessarily the builder's cost. A useful report separates contracted value, recognized value, execution cost, and money actually provided. Future service capacity cannot be spent on payroll merely because it has an assigned value.

### Does a product change allow the company to remove the accelerator's ownership interest?

The change alone does not have that effect. Established rights must be assessed under the instruments and applicable rules. The example expressly makes recognition conditional on qualifying contributions, so the canceled stage stays outside the final base. If ownership had already been established differently, the parties would need to examine adjustment mechanisms and negotiate their application. A service losing commercial usefulness is not automatically a failure to perform. Cancellation of future work and revision of existing ownership are separate questions that may require different approvals.

### How can an investor assess delivery without taking over daily management?

Through acceptance criteria, evidence proportionate to the milestone's importance, and review by someone competent to assess the work. Software evidence can include a reproducible demonstration, agreed tests, documentation, and confirmation of essential access. Operational leadership remains responsible for execution, while investors act within their actual rights. When acceptance grants the builder ownership, a reviewer without the same economic interest can reduce improper approval and later disputes. Technical acceptance establishes conformity with agreed requirements; it does not establish market demand or guarantee the business's success.

### When is financing a change-of-direction test preferable to closing?

Compare the additional cost, the information the test can produce, and the resources needed for existing obligations. In the example, R$ 48,000 funds a bounded investigation with reviews and a R$ 12,000 reserve before potential exit costs. The test is useful only if it can resolve a relevant uncertainty. Spending merely to postpone acknowledging a loss does not create that benefit. Promising findings also do not require the investor to finance the next stage. The comparison should include early stopping and the possibility that closure costs exceed the reserve.

### Does preferred equity or debt guarantee capital recovery?

No. Preference or collection rights can change an investor's position, but recovery depends on their terms, validity, competing obligations, and assets actually recoverable. A company without sufficient resources may be unable to pay. The article excludes preferences from its proportional distribution solely to make the arithmetic understandable. A real assessment must examine payment order and limits before estimating recovery. The nominal amount of a right does not establish its realizable value, and a stronger contractual position does not itself create liquidity, profitability, or a capital guarantee.

### How should a project assess suppliers recommended by its venture builder?

Disclose relevant relationships, commissions, and other benefits. The project should understand why the supplier was selected, which alternatives were considered, and who approved the engagement. A relationship does not automatically make the service unsuitable, but deserves scrutiny when the referring party also influences budgets and acceptance. During renegotiation, compare the costs of staying, replacing, and transitioning, including technical dependencies and usage rights. A lower monthly price may be outweighed by migration work or restrictions. Follow applicable conflict and approval procedures rather than treating disclosure alone as sufficient.

### Which documents support assessment, and what is the platform's role?

Relevant materials include investment and service instruments, contribution histories, acceptance records, budgets, future commitments, an intellectual property inventory, and conflict disclosures. Versions should be identifiable and private documents access-controlled. KEZS connects entrepreneurial projects and potential funders through technology and intermediation. Organized presentation can support understanding but does not replace investor diligence, decisions, or appropriate regulated structures. KEZS does not assign a credit score. Documentation is not a return guarantee, permission for financial activity, or proof that information is true; blockchain integrity does not remove those limits.

### Do institutional reference sources prove that an operation is compliant or authorized?

No. Materials from Brazil's Banco Central, CVM, Portal do Empreendedor, and ANPD are entry points for studying financial regulation, securities, business structures, and data protection. Their existence does not establish the classification, authorization, compliance, or safety of a particular operation or of KEZS. Examine the instrument, actual activity, participants, and relevant Brazilian rules. This article provides educational decision criteria and hypothetical arithmetic, not current legal thresholds, tax calculations, market rates, or evidence of actual returns. A concrete decision requires analysis of the project's documents and circumstances.

## References and context

Institutional reference points for checking applicable rules and guidance. Calculations and scenarios are original examples, not quotes, historical results or individualized recommendations.
- [Banco Central — correspondentes no País ↗](https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20CMN&numero=4935)
- [CVM — Resolução 88, texto e alterações ↗](https://conteudo.cvm.gov.br/legislacao/resolucoes/resol088.html)
- [CVM — Resolução 175, fundos de investimento ↗](https://conteudo.cvm.gov.br/legislacao/resolucoes/resol175.html)
- [Portal do Empreendedor — perguntas sobre MEI ↗](https://www.gov.br/empresas-e-negocios/pt-br/empreendedor/perguntas-frequentes)
- [ANPD — orientações e perguntas frequentes ↗](https://www.gov.br/anpd/pt-br/acesso-a-informacao/perguntas-frequentes)

AI-assisted educational content. Decisions require verification of the information, instruments and providers in each actual case.

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Accelerators and venture builders: diligence and governance 

### Data Rooms and Evidence Quality: Assessing Accelerators and Venture Builders

How investors can assess evidence, service pricing, intellectual property, cash flow and conflicts in Brazilian accelerator and venture builder programs.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/data-rooms-and-evidence-quality-assessing-accelerators-and-venture-builders)

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Accelerators and venture builders: diligence and governance 

### Cash, Revenue and Execution Capacity: How to Assess Accelerators and Venture Builders

Assess cash, revenue, service pricing and execution capacity in accelerators and venture builders, with a worked example, conflicts and governance.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/cash-revenue-and-execution-capacity-how-to-assess-accelerators-and-venture-builders)

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Accelerators and venture builders: diligence and governance 

### Investor Contracts, Powers and Rights in Accelerators and Venture Builders

Learn how investors can assess services, equity, intellectual property, governance and conflicts in Brazilian accelerator and venture builder programs.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/investor-contracts-powers-and-rights-in-accelerators-and-venture-builders)

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