The people making you this offer are either greedy or clueless. I would be wary. Unless these are people with a solid track record in delivering great products and handling the business side of things, they need you more than you need them.
Your assessment is correct that they are approaching you at your lowest. You said it yourself, albeit in different terms: they're trying to take advantage of you. This is a good sign that they're at least somewhat threatened by you and want to make you complacent.
It's not clear from your question what they've offered in terms of how many clients you'll get or how they'll decide that, but I'd imagine if you took the deal it would somehow work out that you got very few clients, those clients would be low quality, and you'd have a big loss in autonomy. When you give away parts of your company, you want to do it because you can see them giving you more than that back in value, not because it could help you barely scrape along (which is what it sounds like you're looking at with this deal).
Don't do it. This is highly unorthodox. Even if you can negotiate your way to a better situation, the fact that this is their opening offering says to me they either don't know what they're doing or are trying to take advantage of you in some way.
Personally, I'm inclined to agree that companies handling money need to be extra careful not to give the appearance of dishonesty.
That said, I can see why you might think it odd to object. All these people have done to respond to your offer is hit Reply, typed a couple words, and hit Send. It's not like you have some of their money.
On the other hand, why not make good on your offer? Tell them you haven't actually built it yet, but if and when you do, the offer is still open... and then keep your word.
It's hard to see how they can guarantee that you won't be diluted.
There's a lot of variability in these kinds of negotiations. If you really think the company is going places, negotiate for as much as you can and say "yes" before it puts a strain on your relationship.
FWIW, if the other cofounders are close to having customers and a functional service, I think their offer is in the ballpark and you could easily justify taking it.
It doesn't hurt to be a cynical in this situation. They will want to do "due diligence" which means they discover many valuable things about your product before they have really committed to anything. This is certainly to their advantage. They are also likely to make you a low-ball offer if you come across as inexperienced or gullible.
When you engage in any sort of negotiation with M&A guys (who are bound to be much better at negotiating than you are) you really need some sort of leverage or you'll get a raw deal. So unless there are multiple suitors that you can play off against each other this is likely to turn out to be an expensive distraction for you.
Hey, I've replied to you as well. Thanks for the insight, a lot of people are warning me to be cautious and I was definitely wary of this offer from the start.
I mean, I read it more as, it isn't a yes or no, it's "everyone has a price". I'll do your dirty, high-stress work for a price.
For $800k? Yeah, we probably have a deal. For the parent poster's price, absolutely we have a deal. But that offer will never exist, and I rather doubt the lower $800k offer would ever happen.
To be frank, it would have to be one of those offers you can't possibly refuse. I hinted at that and they went from a few hundred bucks to a few thousand "last offer". Given their apparent mindset I don't see them going to a point where, on my end, it would be stupid not to accept.
To be clear, I am not interested in selling. I am simply describing what I would do in a hypothetical scenario where it would simply be stupid not to consider changing my mind.
A verbal agreement from an honest businessperson can be as good as gold. And when someone reneges on a verbal agreement it's generally a clue that they wouldn't be great to work with.
But this is surprising from Google. Most likely a one-off mistake
I still don't get it. If the offer was turned down, it would be because they think that either the offered price was too low, or because they think they can do better on their own(thus make even more money later). Why would any of those scenarios need a 'gift' from the company like this?
Giving someone an offer when their existing contract is running out isn't that shady. Lots of companies ask for that. It shouldn't be hard to rationalize!
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