Metis Law helps entrepreneurs win, with savvy solutions. The firm specialises in assisting tech startups in raising capital and creating effective commercial contracts. That’s why Metis Law was so excited when OpenSparkz reached out about capital raising and creating a myriad of contracts.

The Client: OpenSparkz  

OpenSparkz provides businesses with a simple way to offer customers rewards, discounts and other incentives. In their own words, they’ve “re-imagined the world of loyalty & offers.” 

When consumers link their existing credit or debit cards, it automatically becomes the offer coupon or loyalty card. They access real-time payment data, calculate the rewards, and automatically notify customers via their mobile or other devices.

The Challenge 

“When I found Metis Law, I had just started my company, and I was looking for a new lawyer… I wanted someone who had cap raising and M&A experience but also general contractual items as well.. So, I’ve had specialised lawyers before in my previous dealings, but now I wanted someone a bit different.” - Debra Taylor, Co-Founder and CEO of OpenSparkz.  

Debra was introduced to My-Linh and her team at Metis Law through a referral.  "I found My-Linh and her team through an introduction by a mutual business acquaintance who had worked with them previously. My-Linh and her team came very highly recommended to me, so when I met them, I was pretty impressed by the relationship they built with me. It’s a very personal relationship, and that’s what I want in someone I have to work very closely with. They were veryresponsive… I’m really impressed with that."

OpenSparkz wanted a legal team that would work closely with them to raise capital and help with their ongoing business needs. The founders needed a lawyer to help them understand the agreements with some of their biggest stakeholders, who often had a large legal team, and to meet deal deadlines.

The Solution 

Capital Raise 

For their seed round capital raise, Metis Law assisted the OpenSparkz team to set up, run and manage the data room. Metis Law also prepared the Term Sheets for investors and drafted and negotiated the transaction documents for the cap raise. Metis Law were able to break downlegal jargon into simple, understandable English and identified the commercial nuances in the terms that investors were coming back with, to help the OpenSparkz team negotiate the Term Sheets. This allowed OpenSparkz to decide which terms they ought to negotiate and which ones they should hold fast to.   

“I like to have a lawyer who is a good commercial lawyer who looks at the other side’s view point as well… So My-Linh and her team can see both sides. I like that. I get to hear both sides of the issue. And then I get to decide which way I want My-Linh to go, with the support of what her recommendations are.”  

For their subsequent capital raises, Metis Law prepared convertible notes and helped the OpenSparkz team negotiate with the investors' lawyers.   

Commercial contracts for growth  

OpenSparkz had next to no documentation in place for launching its rewards programs. This was problematic because the team was trying to raise capital to grow the business.   

Metis Law created a template Memorandum of Understanding for OpenSparkz and broke down the legal concepts for OpenSparkz to meet with customers and negotiate key terms.   

“And she really makes it simple. I’m not a lawyer, so I really need to have itun-jargoned. She puts things in really simple terms that any non-lawyer can understand.”   

The services provided by OpenSparkz frequently require the collaboration of many stakeholders. Metis Law prepared documentation to ensure OpenSparkz complied with the requirements Scheme operators (e.g. Visa Mastercard) and allowed the reward program operators to know what they needed to do to ensure the rewards programs run successfully.

Metis Law also prepared terms for the end-users -the cardholders who would accrue the rewards.   

Metis Law met with the legal and commercial teams of OpenSparkz customers to assist in contract negotiations and protect OpenSparkz’s interests.

The Results 

A successful capital raise 

When OpenSparkz started working with Metis Law, they had a couple of areas that they found quite challenging in the capital-raising process. My-Linh and her team helped them get through this easily and quickly, even in the most difficult and consuming situations. 

“One event was really time consuming. We had to deal with a Hong Kong investor, and he had Hong Kong lawyers. I had to have My-Linh understand and help explain the legal requirements in Australia to an off-shore lawyer. So, the team really helped on that.” 

Effective commercial contracts 

Metis Law helped OpenSparkz in dealing with multiple contracts outside of their capital raise. They helped OpenSparkz with contractual arrangements with Schemes, like MasterCard and Visa, who have several lawyers in their portfolio to help with legal contracts. 

“My-Linh and her team can cover many different areas: from the larger contracts we get to the small MOU we might need for something we are launching under our portfolio.”

Small firm = expertise and personal relationship

Over the years of working with Metis Law, Debra has established a personal relationship with My-Linh. 

“My-Linh and I have become friends over the years, and this makes it easier for me to work with them. Since this is a startup business around family and friends, I want to bring in a group of people I can relate to easily. I want to have a personal aspect to the firm legal, contractual side ofthings.”  

Final Words from the Happy Client 

"Metis Law stands out because it is a personal firm. It is small, but the skillset that they have is really very detailed. It’s good to have the expertise covering several areas and be able to work with them and have them understand me and my business, which they have done. And theycontribute various ideas. They have also referred me to several experts in other fields that I need. So, we’re really happy to work with Metis Law and have them help us from all aspects, not just the legal side."  

- Debra Taylor, Co-Founder, and CEO, OpenSparkz. 

Raising Capital? Want to create a kick-ass term sheet and learn how to negotiate your term sheets with confidence? Click here.