TERMS AND CONDITIONS
For the purposes of these Terms and Conditions (“Terms”), Angels Den Funding Limited and, where the context so admits, any subsidiary or associated company of Angels Den Funding Limited (“We”, “Us” and “Our”) shall be the entity(ies) with which Users of Our Site and/or Services (“You” and “Your”) have contracted with under these Terms.
This page sets out the Terms which govern Your use of the Site and Services. By using this Site and/or Services, both online and offline, You indicate that You accept these Terms and that You by them.
Please read these Terms carefully before using the Site and/or Services. You expressly acknowledge that You have been advised of these Terms upon entering the Site and have had access to the same. Consequently, by using the Platform, You signify your assent and agreement to these Terms. If You do not agree to these Terms, then You are not authorized to continue use of the Site and/or Services.
The information provided within the Site does not constitute an offer to sell or solicit any shares in any project to the general public. The shares have not been, and will not be, registered for sale, and there will be no public offering of the shares.
The information provided within this Site is intended to be made available only to restricted categories of recipients, namely investors to whom shares can be promoted without contravening Section 85 of, and abiding by, Section 86 of the Financial Services Markets Act 2000.
In addition, please review the Site’s Privacy Policy. By using the Platform, You acknowledge and accept the Site’s Privacy Policy and consent to the collection and use of Your data in accordance with the Privacy Policy.
Defined terms used in these Terms and not defined herein shall have the meanings given to them in the Glossary below.
WHO WE ARE
Angels Den Funding Limited is a private limited company, registered and domiciled, in the United Kingdom with company number 08384317. The registered address is Suite 33, 17 Holywell Hill, St Albans, Herts, United Kingdom, AL1 1DT.
In this Site, references to “Angels Den” will, where the context so admits, include any subsidiary or associated company of Angels Den Funding Limited.
WEBSITE ACCESS AND USE
Whilst We try to ensure that access to the Site or any cloned hosting platform of the Site is always available, from time to time We may decide to temporarily restrict or block accesses to, or use, all or part of the Site or cloned hosting platform without notice and We reserve the right to do so. We do not represent or warrant that the Site or cloned hosting platform will be available and meet requirements, that access will be uninterrupted, with no delays, failures, errors, loss of transmitted information and will not cause damage to any property, or otherwise minimise or eliminate the inherent risks of the internet including but not limited to loss of data, computer virus infection, spyware, malicious software, Trojans and worms including any material used or downloaded from the Site. We do reserve the right to modify, suspend or discontinue, temporarily or permanently, the Site or any part of it, with or without notice, at any time. Any of the material on this Site may be out of date at any given time, and We are under no obligation to update such material. You agree that We shall not be liable to You or to any third party for any such modification, suspension or discontinuation of this Site.
You are responsible for making all arrangements necessary for access to this Site and You are also responsible for ensuring that all persons who access this Site through Your internet connection are aware of these Terms, and that they comply with them.
We process information about You in accordance with Our Privacy Policy which can be viewed at Privacy Policy. By using this Site, You consent to such processing and You warrant that all data provided by You is accurate.
Commentary and other materials posted on this Site are not intended to amount to advice. Angels Den is not, and shall not be, liable or responsible for any reliance placed on such materials by You or anyone who You may inform of any of its contents.
You must not misuse this Site by knowingly introducing Viruses. You must not attempt to gain unauthorised access to Our Site, the server on which Our Site is stored or any server, computer or database connected to this Site. You must not attack this Site via a denial-of- service attack. By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your rights to use this Site will cease immediately.
The Site must not be framed on any other site without Our prior written permission. We reserve the right to withdraw framing permission without notice. If You wish to make any use of material on this Site other than that set out above, please address Your request to info@angelsden.com.
Where this Site links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them.
You are responsible for making all arrangements necessary for You to have access to this Site. You are also responsible for ensuring that all persons who access this Site through Your internet connection are aware of these Terms, and that they comply with them.
ENTREPRENEUR TERMS: USING OUR SITE AND/OR ONLINE/OFFLINE SERVICES
Upon registration with Angels Den, Entrepreneurs agree to payment of the Fees and Charges.
Once a pitch application is accepted by the Investment Committee and the Onboarding Approval Notice is sent to You, a contract will be deemed to have been entered into between the Entrepreneur and Angels Den on the terms of the Pitch Terms and Conditions (unless any variation to those terms has been agreed in advance in writing between the Entrepreneur and Angels Den or one of its authorised representatives.)
As an Entrepreneur seeking to use our Site and/or Online/Offline Services to raise funds for Your business, You agree to the following:
You are over 18 years old and are seeking funds for an appropriately structured or incorporated business carrying out legal and appropriate business activities in line with the information provided via Our Site and/or Services.
To provide fair, full and accurate information and forecasts relating to the business seeking funding, its activities to date and its anticipated future activities is not in any way misleading.
That any information provided by You to Us for the purpose of raising funds for Your business may be distributed by Us to interested Investor Members by any means deemed appropriate by Us. Such means may include, but shall not necessarily be limited to, face-to- face or email communication, or via shared electronic platforms such as Dropbox.
You warrant that You have the appropriate authorisation to raise investment funds for the business seeking funding. To pay all applicable fees and charges, as set out on the Pricing sections of this Site and agreed with Us upon formal sign-up in a timely manner in line with the Pitch Terms and Conditions and the fees listed on the Pricing section of this Site.
Where You agree that Member Investors can commit funds via a loan, You acknowledge and agree that You shall be solely responsible for ensuring that such loan commitments are validly executed and received before completion takes place. You are making a legally binding commitment on behalf of the Investee Company for which funds are being raised. If You require board or other corporate approvals before entering into a contract of this nature, you agree it is Your responsibility to obtain the necessary approvals before proceeding, including investor consent if required. In proceeding to enter into a contract with Us to deliver products and/or services, You are assumed to have all necessary approvals in place. You may be asked to provide board minutes (or other evidence as/if appropriate) to evidence that You have obtained such approval.
ENTREPRENEUR TERMS: USING OUR ONLINE AND/OR ONLINE/OFFLINE SERVICES
This section applies to companies pitching an online pitch where applications to subscribe for shares are received online and/or have agreed to raise funds through Angels Den offline, ie get direct introductions with Member Investors without uploading their pitch online. The pitch duration will be fixed by You and, once defined, may not be varied without the prior consent of Angels Den. Once You complete Your pitch documentation, You commit to the Angels Den Terms, including the Pitch Terms and Conditions, and to keep the round open for the pitch duration selected. During this pitch duration period You agree to:
Provide Angels Den with regular updates on the progress of your funding round, including updates on the amount raised, commercial progress, and expected timeline.
Not permit the company to create or allot or issue any further shares or grant or agree to grant to any person any share option or right to subscribe for, convert into or otherwise to require the issue or allotment of any shares or the creation or allotment or issue of shares during the Pitch Period.
If an investor offers a loan to You during the Pitch Period, You are not obliged to accept. If, however, You accept such an offer it will be included in the target amount raised that is shown on the Platform, and will be liable for a Success Fee.
You will set an investment target which cannot be changed once Your pitch is published on Our Site. If, at the end of the pitch duration, You successfully raise funds, in using this service, You are obliged to:
Accept all funding offers made in the form of equity and donations, regardless of whether or not You are using the standard Angels Den Investment Agreement (available as part of Our legal suite of documents) or a bespoke shareholder agreement.
Pay the Onboarding Fees and Success Fees set out in the Pitch Terms and Conditions on our Site Pricing, in line with the terms set out therein.
FEES AND CHARGES
Once a pitch application is accepted by the Investment Committee and the Onboarding Approval Notice is sent to You, a contract will be deemed to have been entered into between the Entrepreneur and Angels Den on the terms of the Pitch Terms and Conditions (unless any variation to those terms has been agreed in advance in writing between the Entrepreneur and Angels Den or one of its authorised representatives.)
On-Boarding Fee: Applying to Angels Den Funding is FREE, however, once your pitch has been accepted for fundraising through Angels Den, you will be required to pay an upfront fee of £349 as stated on the Pricing page. If you do not wish to continue with our Services at this point and/or decide to not go ahead with your fundraise through Angels Den, You are still liable to pay Angels Den the Onboarding Fee as stated on the Pricing page.
Success Fee: 8.5% of the total funds raised will be chargeable and payable, by way of Success Fee, on the total amount of all funding raised by the investee company (the “Investment Sum”) as a result of the use of any Angels Den products and/or services (both directly and indirectly, and both online and offline), including membership of the Angels Den Site.
For the avoidance of doubt the “Investment Sum” shall include, but shall not be restricted to:
Any sum that is raised as a result of the investee company’s use of Angels Den products and/or services (howsoever effected) or from an Angel in Our network, irrespective of the timing of that funding, including current and subsequent rounds.
Any sum including, but not limited to, cash value of equity an Investor Member will receive as sweat equity or against any credits (e.g. Marketing Credits, AWS Credits) or any services or offering that an Investor Member brings to the investee company in kind and not as direct cash;
Any third party investors introduced to the investee company by Member Investors introduced to the investee company via the Angels Den Site and/or Services, howsoever effected, and
Without limitation, any sum of money that is introduced to the investee company or associated company (e.g. a subsidiary or a spinoff company) whether this is in the form of a donation, share issue, business loan or personal loan.
Closing Round: Once a Member Investor pledges/commits an amount in the investee company, the investee company is obligated to accept the cash transfer within 7 days of the pledge. If, for any reason, the investee company delays to accept funds from the Member Investor, the investee company is still liable to pay Angels Den Funding the corresponding success fee on that Investment Sum. If the investee company delays the receipt of funds from the Member Investor and the Member Investor withdraws their pledge on account of this delay, the Investee Company will not be refunded on the success fee paid to Angels Den Funding for this Investment Sum.
The Fees are payable from the date when a Member Investor and/or group of investors transfer investment funds to an entrepreneur's bank account. The Fees will be payable in tranches upon a successful receipt of funds. Angels Den Funding reserves the right to pause/ stop fundraising and Investor introductions to the investee company until all invoices raised are cleared by the Investee company during the period of fundraising through Angels Den Funding.
In the event that the invoiced Success Fee(s) is not paid within 07 business days of the Completion Date, then, in order to cover our increased administrative costs and charges, the Success Fee(s) shall increase from 8.5% to 10% of the Investment Sum and shall be due immediately.
Right of Refusal: Should an Entrepreneur decide to decline any investment from investors introduced by Angels Den Funding, Angels Den Funding will have the right to decide the legitimacy of a reason behind refusal. If there is a genuine ground for refusal, Angels Den Funding's fee Success Fee will decrease to 3.5%. Such a decision will be solely made by Angels Den and You are obligated to comply with the same.
Discontinuation Penalty: Should an Entrepreneur decide to discontinue the fundraise abruptly before the official closing date, a fee of £1600 will be charged. This is also valid for cases where we have made investor introductions, and the company has delayed in response to investors or have not communicated in a timely fashion with the Angels Den Team. Angels Den then holds the right to discontinue the fundraise and charge the penalty fee.
Institutional Overlap: In some cases, founders have reached out to VCs and Funds before coming to our platform. If you have an existing relationship with a Fund, you will have to let us know in writing prior to our outreach , the names of funds you would like us to not reach out to. Barring those names, all overlaps will be considered Angels Den introductions and will be liable to the full fee payment, including but not restricted to situations where the Fund reaches out to the founder directly, after having received the deal through us.
MEMBER INVESTOR TERMS RISK WARNING
All Member Investors using Our Site and Services to invest in any business, in using this Site and/or services, agree to the following:
The information contained in this Site is not intended to be a promotion of any individual investment opportunity, and the summary information provided about investment opportunities is intended solely to demonstrate the types of investments available through Angels Den.
The information is not intended to be an offer for sale to the general public, inducement, invitation or commitment to purchase, subscribe to, provide or sell any securities or as any other form of communication to non-Member Investors.
The use of our products and services is intended solely for professional investors only. The information contained in this Site is for information purposes only and should not be used or considered as an offer or solicitation to purchase or sell the securities mentioned herein.
The information contained in this Site is only directed at professional clients and eligible counterparties as defined by the FCA. If you are not a High Net Worth Individual as defined by the Financial Services and Markets Act 2000 Order 2005, please leave the Site immediately. You have self-certified as a High Net Worth Individual as defined by the Financial Services and Markets Act 2000 within the last 12 months of using our Site and/or Services.
You have read and acknowledged the Risk Warning. Any decision by an investor to buy shares in any company introduced by Angels Den Funding must be made in accordance with our Risk Warning.
Any investment made into any company introduced by Angels Den is made entirely at the investor’s own risk. Professional financial and legal advice should be sought in case of doubt. By using the Site and any related products and services, you acknowledge that you understand that any investment in early- stage companies involves significant risks such as illiquidity, lack of dividends, loss of investment, loss of all assets and dilution. Investment in startups should be considered as part of a diversified portfolio. The availability of tax relief depends on individual circumstances and may change in the future. The availability of tax relief depends on the company invested in maintaining its SEIS/EIS qualifying status.
There is no assurance that the investment objectives of any investment product will be achieved or that the strategies and methods described herein will be successful.
Past performance is not a guide to future performance and the value of an investment may go down as well as up. Investors may not get back the full amount invested. Investors may lose all money invested.
Any investment decision will be made solely on the basis of the full listing for that particular investment opportunity. Full listings are available to registered Member Investors only.
To respect the privacy and commercial sensitivity of all information provided on the Site and via Our Services and to warrant not to use any information/ideas gained from the Site and/or Services for Your own gain or to share with third parties for their gain without prior written permission from the Entrepreneur via Our Site and/or Services.
To ensure that they have sufficient, immediately available funds to honour any investment offer/pledge made at the advertised closing date of the pitch.
To inform Angels Den prior to investing, otherwise than through the Site, in any company which is currently pitching, or has previously pitched, through the Site or our offline services, and prior to introducing any such company to an investor who is not a Member Investor.
To inform Angels Den prior to reinvesting, whether through the Site or otherwise, in any company which is currently pitching, or has previously pitched, through the Site or through our offline services.
Not to hinder, in any way, any payment due from the Entrepreneur to Angels Den. Please refer to the Investment Agreement for more details regarding Your investment.
OUR LIABILITY
To the extent permitted by law, We, other members of Our group of companies and third parties connected to Us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with Our Site or in connection with the use, inability to use, or results or the use of this Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
Loss of income or revenue; Loss of business; Loss of profits or contracts; Loss of anticipated savings; Loss of data; Loss of goodwill; Wasted management or office time; and We will not be liable for any loss or damage caused by a denial-of-service attack or viruses that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of this Site or to Your downloading of any material posted on it, or on any website linked to it. This does not affect Our liability for: death or personal injury arising from our negligence; nor Our liability for fraud or fraudulent misrepresentation; nor any other liability which cannot be excluded or limited under applicable law.
SUBJECT TO THE EXPRESS TERMS SET OUT IN THESE TERMS OF USE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY IN RELATION TO THE PLATFORM. WE AND OUR SUPPLIERS MAKE NO WARRANTIES ABOUT ANY MATERIALS, CONTENT, SOFTWARE, TEXT, DOWNLOADS, GRAPHICS, AND LINKS, OR ABOUT RESULTS TO BE OBTAINED FROM USING THE PLATFORM AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY VIRUS OR OTHER MALICIOUS CODE.
LINKS
The Site may contain links to or from third-party websites (“Linked Websites”), including websites operated by third parties who may have business relationships with Us. We may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and We do not assume any obligation to review any Linked Websites. We do not endorse, approve, or sponsor any Linked Websites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, We are not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Websites.
Any activities You engage in connection with any of the Linked Websites are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. Any interactions, correspondence, transactions, and other dealings that You have with any third parties found on or through the Platform (including on or via Linked Websites) are solely between You and the third party and, to the maximum extent permitted by law, We disclaim all liability in connection therewith.
What About Events Outside of Our Reasonable Control?
We shall not be liable for any delay or failure to perform any of our obligations under these Terms insofar as the performance of such obligations is prevented by an event or by matters beyond our reasonable control.
INTELLECTUAL PROPERTY RIGHTS
Except for materials published on our Site by Entrepreneurs in relation to their respective pitches, (“Entrepreneur Materials”), We are the owner or the licensee of all other intellectual property rights on this Site, and in the material published on them. All works are protected by copyright laws and treaties around the world. All such rights are reserved. You must not print off copies or download any extracts from any part of the Site unless expressly authorised by us to do so. If You print off, copy or download any part of our Site in breach of these terms of use, Your right to use our Site will cease immediately and You must, at our option, return or destroy any copies of the materials You have made.
Entrepreneurs are the owner or the licensee of the Entrepreneur Materials.
AS A USER OF THE SITE AND SERVICES, YOU AGREE TO INDEMNIFY US AGAINST ALL COSTS, LIABILITIES, EXPENSES, LOSSES OR DAMAGES WHICH WE MAY SUSTAIN OR INCUR IN CONNECTION WITH:
ANY CLAIM OF ANY NATURE THAT ANY OF THE USER CONTENT OR OTHER MATERIALS UPLOADED BY YOU OR ON YOUR BEHALF INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; AND
ANY CLAIM OF ANY NATURE THAT ANY OF THE USER CONTENT OR OTHER MATERIALS UPLOADED BY YOU OR ON YOUR BEHALF INFRINGES THE PRIVACY OF ANY INDIVIDUAL.
GOVERNING LAW
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of them or in connection to visits to our Site and/or use of our Services, shall be governed by and construed in accordance with the law of England and Wales.
JURISDICTION
All users of Our Site and/or Services irrevocably agree, for the sole benefit of Angels Den, that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of these Terms or in connection to visits to our Site and/or use of our Services. Nothing in this clause shall limit the right of Angels Den to take proceedings against any user of Our Site and/or Services in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
and/or removed from, Our Platform (regardless of whether or not the pitch is on ‘stealth
mode').
