Section 06

Team & Roles

The internal build team, external specialist engagements, and the three sequential specialist briefs that gate the first CLS execution.

06

6.1 Internal Build Team

PG
Platform Group
CaptureNow Architecture
Responsible for all architectural decisions, agent specifications, schema definitions, API contracts, and this technical handover package. Single source of truth for implementation decisions.
Architecture Agent Design Schema Standards
LPE
Lead Platform Engineer
Hire · Month 1
Owns the Azure infrastructure, CI/CD pipeline, and all 17 agent implementations. Must have Python 3.12, LangGraph, AutoGen, and Dagster experience. Azure-certified preferred.
Python 3.12 LangGraph Azure AKS Dagster
CFS
Carbon Finance Specialist
Hire · Month 1
Owns the NRCS scoring methodology, NRW structuring logic, and ISDA CLS financial engineering. Must have direct experience with carbon credit markets, ISDA documentation, and IFRS 9 financial instrument classification.
ISDA IFRS 9 Carbon Markets NRCS
FCO
FCA Compliance Officer
Hire · Month 1
Owns the FCA authorisation application, COBS and CASS compliance framework, and ongoing regulatory reporting. Must have direct FCA investment firm authorisation experience. This is the longest-lead hire.
FCA COBS FCA CASS Authorisation Audit Logging
AE
AI Engineer
Hire · Month 2
Owns the AutoGen + Semantic Kernel buy-side agent implementations and Azure OpenAI GPT-4o integration. Responsible for FCA-critical test suites for BS-1 and BS-3 agents.
AutoGen Semantic Kernel GPT-4o pytest
DE
Data Engineer
Hire · Month 2
Owns all Dagster supply-side pipelines, InfluxDB MRV time-series, registry API integrations, and Azure Data Factory ERP ingestion pipeline. Responsible for SS-1 through SS-6 agent implementations.
Dagster InfluxDB Azure ADF Registry APIs

6.2 External Specialist Teams

Three external specialist engagements are sequentially dependent and gate the first CLS execution. Each has a dedicated brief. Teams should not require access to the other briefs to understand their own scope.

Sequential Dependency — Do Not Initiate Out of Order

Team 1 (Legal) must begin at or before Series A close. Team 2 (Accounting) begins at Month 2 once ISDA document structure is sufficiently defined. Team 3 (Audit) begins at Month 4 once the IFRS 9 treatment opinion is in draft. Do not initiate Teams 2 or 3 without the corresponding Team 1 output — doing so wastes fee budget on advice that may need to be revised.

Team 1
Legal — ISDA Documentation
Magic Circle / Elite ISDA Carbon Desk
Critical Gate Output Carbon Product Supplement + ISDA Master
Firm Profile Required
  • Partner with direct experience drafting ISDA Carbon Product Supplements — not a partner who has read about carbon markets, but one who has sat across the table from ISDA legal counsel.
  • Senior associate with ISDA 2002 Master Agreement and Credit Support Annex drafting experience.
  • Regulatory associate with FCA investment firm and custodian permissions knowledge (COBS and CASS).
  • Access to the ISDA Carbon Working Group and ability to engage directly with ISDA legal staff.
Recommended Firms

Linklaters (Global Carbon Desk), Freshfields Bruckhaus Deringer (Financial Regulation + Commodities), Allen & Overy (ISDA structured products), Clifford Chance (carbon finance).

Deliverables
  • Bespoke Carbon Product Supplement to ISDA 2002 Master Agreement
  • Credit Support Annex (CSA) with carbon-specific collateral provisions
  • FCA regulatory opinion on CaptureNow's custodian and investment firm permissions
  • Registry lock legal opinion (TGO, Puro.earth CORCX)
Enables Team 2 HTM opinion + CLS execution
Team 2
Accounting — ISDA Swaps & Custodial Assets
Big 4 · IFRS 9 Specialist Partner
Critical Gate Output HTM Accounting Opinion + IFRS 9 Treatment Framework
Firm Profile Required
  • Big 4 firm with a dedicated IFRS 9 financial instruments specialist partner — not a generalist audit partner.
  • Experience classifying novel financial instruments under IFRS 9 Held-to-Maturity criteria.
  • Familiarity with carbon credit accounting and the distinction between operating expense treatment and financial asset treatment.
  • Ability to provide a formal written opinion that can be shared with corporate clients and their own auditors.
Deliverables
  • Formal IFRS 9 HTM classification opinion for the NRW instrument
  • IFRS 9 treatment framework for CLS instruments on corporate balance sheets
  • Fair value measurement methodology for NRW book valuation
  • Accounting policy template for corporate clients to adopt
Enables Team 3 assurance engagement + JPM credit committee
Team 3
Audit & Regulatory Reporting
Big 4 or Specialist Assurance Firm
Critical Gate Output ISSB S2 Assurance Framework + FCA Reporting Pack
Firm Profile Required
  • Big 4 or specialist assurance firm with ISSB S2 / TCFD assurance experience.
  • Familiarity with FCA TCFD reporting requirements for investment firms.
  • Ability to provide limited assurance on CaptureNow's ISSB S2 disclosure packs.
  • Experience with carbon removal MRV data and VVB audit standards.
Deliverables
  • ISSB S2 assurance framework for CaptureNow's disclosure packs
  • FCA reporting pack template for investment firm TCFD obligations
  • Limited assurance opinion on first client ISSB S2 disclosure pack
  • Ongoing assurance engagement terms for annual reporting cycle
Enables First client onboarding + FCA application evidence

6.3 Engagement Terms of Reference

Confidentiality
Strictly Confidential
All briefs are strictly confidential. Distribution to addressee only. Do not circulate without prior written consent from CaptureNow Platform Group.
Billing Framework
Fixed Fee + Milestone
All external specialist engagements are structured as fixed-fee with milestone-based payment. No open-ended hourly billing. Fee budget approved by board before engagement initiation.
IP Ownership
CaptureNow Retains All IP
All deliverables, opinions, frameworks, and documentation produced under these engagements are the exclusive intellectual property of CaptureNow Ltd.
Conflict Check
Required Before Engagement
All external firms must complete a conflict of interest check before engagement. No firm may act for a direct competitor of CaptureNow during the engagement period.
Escalation
Platform Group Direct
All escalations, scope changes, and fee variations must be directed to the CaptureNow Platform Group. No scope changes without written approval.
Deliverable Review
14-Day Review Period
CaptureNow retains a 14-day review period for all deliverables before acceptance. Milestone payments released only upon written acceptance.