1. THESE MEMBERSHIP CONDITIONS
1.1 These Membership Conditions set out the terms and conditions on which we will provide your Membership.
1.2 Please read these Membership Conditions carefully before you submit your Membership Application Form to us. These Membership Conditions tell you who we are, how we will provide your Membership, how you and we may change or end the Contract, what to do if there is a problem and other important information.
2.INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 We are Anglia Angels Limited t/a Anglia Capital Group (referred to as “we”, “us”, “our”). Our company registration number is 09029774 and our registered office is at c/o M&A Partners, 12 Church Street, Cromer, Norfolk, England, NR27 9ER. Our registered VAT number is 363248984.
2.2 We are an appointed representative of SFC Capital Partners Ltd which is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom (FRN: 736284).
2.3 You can contact us by telephone on 01603 673610, or by emailing us on email@example.com
The following definitions and rules of interpretation apply in these Membership Conditions.
“ACG Confidential Information” has the meaning given in clause 10.1. “ACG Deal Platform” our online, members-only platform or electronic communication which allows you to view, evaluate and pursue Investment Opportunities.
"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Commencement Date" has the meaning given in clause 4.2.
"Contract" the contract between us and you for the supply of your Membership in accordance with these Membership Conditions.
“Debt Financing” any arrangement entered into pursuant to which a company borrows any money, or enters into any other transaction which has the effect of borrowing (including, without limitation, making available any credit facility, bond, note, loan stock, debenture or similar instrument, deferred payments for assets or services acquired), but excluding any borrowing in respect of which such company grants any right to subscribe for, or convert securities into, shares in the capital of such company.
“EIS” the Enterprise Investment Scheme.
“Equity Investment” shall mean either: (a) the allotment and issue of any shares in the capital of a private company limited by shares; or
(b) the grant of any right to subscribe for, or to convert securities into, shares in the capital of a private company limited by shares.
“Extended Term” has the meaning given in clause 5.2.
"Fees" the fees payable by you to us in connection with your Membership in accordance with clause 8.
“FPO” the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
“Initial Term” has the meaning given in clause 5.2.
"Intellectual Property Rights" patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Investment Opportunity” an opportunity to enter into an Equity Investment or Debt Financing provided by us to you in the course of our Services.
“Membership” your subscription with us to receive the Services in accordance with these Membership Conditions.
"Membership Application Form" your application for a membership as set out in your completed membership application form, or as otherwise submitted to us in writing.
"Membership Conditions" these membership terms and conditions as amended from time to time in accordance with clause 15.5.
“SEIS” the Seed Enterprise Investment Scheme.
"Services" the services supplied by us to you in connection with your Membership, including, without limitation, performance of our obligations set out in clause 6.1.
“you”, “your” the individual who purchases a Membership with us and whose name and contact details are set out in the Membership Application Form.
3.2.1 A reference to legislation or a legislative provision:
(a) is a reference to it as amended, extended or reenacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
3.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3.2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
3.2.4 A reference to writing or written includes email but not fax.
4. BASIS OF CONTRACT
4.1 The Membership Application Form constitutes an offer by you to purchase a Membership in accordance with these Membership Conditions.
4.2 The Membership Application Form shall only be deemed to be accepted when we issue written acceptance of the Membership Application Form, at which point and on which date the Contract shall come into existence (the “Commencement Date”).
4.3 These Membership Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4.4 Any Equity Investments, Debt Financing or other investments (and the sums payable to us in respect of them) which were concluded by you in connection with any membership with us prior to the Commencement Date shall be governed by our terms and conditions applicable at completion of such Equity Investment(s), Debt Financing or other investment(s) (as the case may be). These Membership Conditions shall only apply from the Commencement Date.
5. DURATION OF MEMBERSHIP
5.1 The Contract and your Membership shall commence on the Commencement Date.
5.2 Unless terminated earlier in accordance with clause 13 or clause 5.3, the Contract and your Membership shall continue for an initial period of one year (the “Initial Term”) and, shall automatically extend for a further year (an “Extended Term”) at the end of the Initial Term and at the end of each Extended Term.
5.3 Either party may give 30 days’ written notice to the other party at any time during the Initial Term or the relevant Extended Term, to terminate the Contract and your Membership at the end of the Initial Term or the relevant Extended Term, as the case may be.
6. YOUR MEMBERSHIP
6.1 During the term of your Membership, we shall:
6.1.1 use our reasonable endeavours to provide you with Investment Opportunities, provided always that you acknowledge and agree that we do not guarantee that you will receive any minimum number of Investment Opportunities;
6.1.2 organise presentation and pitching events (both inperson and virtual) at which you will be able to consider and evaluate Investment Opportunities;
6.1.3 organise meetings between our members (both inperson and virtual); and
6.1.4 provide you with access to the ACG Deal Platform, provided always that we do not warrant or guarantee that such access with be free from interruptions from time to time.
6.2 We reserve the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or
if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
6.3 We warrant to you that the Services will be provided using reasonable care and skill.
7. YOUR OBLIGATIONS
7.1 You shall:
7.1.1 ensure that the information you provide to us in the Membership Application Form is complete, accurate and not misleading;
7.1.2 co-operate with us in all matters relating to your Membership and the Services;
7.1.3 promptly upon request provide us with such information as we may reasonably require from time to time in connection with your Membership or in order to supply the Services (including, without limitation, information required for the purposes of Know Your Client requirements and anti-money laundering checks, and self-certification requirements), and ensure that such information is complete and accurate in all material respects; and
7.1.4 keep your log-in details to the ACG Deal Platform secure and confidential at all times.
7.2 If you do not provide us with information which we request in accordance with clause 7.1.3, this will be deemed a material breach of the Contract and we shall be permitted to terminate the Contract in accordance with clause 13.1.
7.3 If our performance of our obligations under the Contract is prevented or delayed by your acts or omissions then, without prejudice to any other rights or remedies we may have, we shall have liability to you in respect of such delay, and we shall be allowed an extension of time to perform our obligations equal to the delay caused by you.
8. DISCLAIMER AND WARRANTY
8.1 You acknowledge and agree as follows:
8.1.1 investment in, or lending to, early-stage companies involves risks such as illiquidity, insolvency, lack of dividends, loss of investment and dilution and we do not make any representation, warranty, assurance or undertaking as to the achievement or reasonableness of any future projections, management estimates or prospects of any company which is the subject of an Investment Opportunity or in which you make an Equity Investment or a Debt Financing, or of any other matter relating to any such company;
8.1.2 we shall not undertake, and have not undertaken, any due diligence or investigation on any commercial, legal, financial or taxation aspects of any company which is the subject of an Investment Opportunity (which shall be your own responsibility);
8.1.3 investment in SEIS and/or EIS eligible companies should only be considered as part of a diversified investment portfolio;
8.1.4 the availability of any tax relief to you depends on your individual circumstances and may change in the future (and, in any event, we do not warrant that you will be entitled to, or eligible for any particular tax relief, including (without limitation) SEIS or EIS tax relief);
8.1.5 the availability of tax relief to you depends on the company which is the subject of an Equity Investment maintaining its SEIS/EIS qualifying status (for which we are not, and cannot be, held responsible);
8.1.6 there is, and can be, no assurance that the investment objectives of any Investment Opportunity will be achieved or that the strategies and methods described therein will be successful;
8.1.7 concluding an Equity Investment or Debt Financing may place your capital at risk and therefore you may not get back the full (or any) amount invested or lent (as the case may be);
8.1.8 past performance is not necessarily a guide to future performance and the value of an Equity Investment may go down as well as up;
8.1.9 we do not produce, and take no responsibility for, the information that is provided to you in connection with an Investment Opportunity; and
8.1.10 we are not providing any legal, accounting, taxation, financial or other professional advice to you in connection with any Investment Opportunity or otherwise and you shall be responsible for obtaining your own such advice (at your own cost) in connection with each Investment Opportunity.
8.2 You acknowledge and agree that you are under no obligation to enter into any Equity Investment or Debt Financing as a result of an Investment Opportunity we have presented to you.
8.3 You warrant to us that, as at the Commencement Date, and again on each day during the term of your Membership, that you are:
8.3.1 an investment professional within the meaning of Article 19(5) of the FPO;
8.3.2 a certified high net worth individual within the meaning of Article 48 of the FPO and you meet the requirements thereunder;
8.3.3 a certified sophisticated investor within the meaning of Article 50 of the FPO and you meet the requirements thereunder; or 8.3.4 a self-certified sophisticated investor within the meaning of Article 50A of the FPO and you meet the requirements thereunder.
8.4 If you we require you to do so during the term of your Membership, you shall provide us with a completed selfcertification to confirm your compliance with the applicable warranty as set out in clause 8.1.
9. CHARGES AND PAYMENT
9.1 Subject to clause 9.2, clause 9.3 and clause 9.4, the Fees payable for your Membership shall be as set out in Membership Application Form.
9.2 We may agree to provide you with a trial period in respect of the Initial Term, in which case no Fees shall be payable in respect of such trial period. If we agree to provide a trial period, we will confirm this to you in writing.
9.3 We reserve the right to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date and we will provide you with not less than 45 days’ notice prior to such increase. In the event that you do not wish to pay such increased Fees, you are able to terminate the Contract and your Membership at the end of the Initial Term or relevant Extended Term in accordance with clause 5.3.
9.4 In the event that you conclude an Equity Investment or Debt Financing as a result of an Investment Opportunity presented by us to you during the Initial Term or any Extended Term, no Fees shall be payable in respect of the subsequent Extended Term. 9.5 We shall invoice you for the Fees due (if any) in respect of the Initial Term on the Commencement Date, and we shall invoice you for the Fees in respect of each Extended Term (subject to clause 9.4) on the first day of such Extended Term.
9.6 You shall pay each invoice submitted by us within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by us.
9.7 You hereby acknowledge and agree that we shall be permitted to receive shares in the capital of a company in which you make an Equity Investment and you shall take any necessary steps (including signing any relevant documents), and shall not raise any objection, in connection with the allotment and issue of such shares to us.
9.8 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
9.9 Without limiting our remedies under clause 13, if you fail to make a payment due to us under the Contract by the due date you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.1 We will keep confidential any information which we acquire about you, and subject to clause 10.6, we shall not without your consent disclose such information to any third party nor use it for any other purpose other than to provide the Services and administer your Membership.
10.2 “ACG Confidential Information” means all confidential information (however recorded or preserved) disclosed by us to you during the term of your Membership in connection with our performance of the Services, including but not limited to:
10.2.1 the terms of each Investment Opportunity which is provided to you (whether at a pitching event, on the ACG Deal Platform, or otherwise), including, but not limited to, the following details:
(a) the identity of the company to which the Investment Opportunity relates;
(b) any marketing or promotional material which you receive in connection with an Investment Opportunity; and
(c) the number and class of shares being offered in connection with the Investment Opportunity which relates to an Equity Investment, and the applicable subscription price for such shares;
10.2.2 any information which is marked by us as being “confidential”;
10.2.3 the identity of our other members; and
10.2.4 any information that would be regarded as confidential by a reasonable business person relating to: (a) our business, affairs, customers, clients, suppliers, or plans; and
b) our operations, processes, product information, know-how, designs, trade secrets or software.
10.3 You shall keep the ACG Confidential Information secret and confidential and shall not:
10.3.1 use the ACG Confidential Information except for the purpose of receiving the benefit of your Membership and our Services; or 10.3.2 disclose the ACG Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.
10.4 The provisions of this clause 10 shall not apply to any ACG Confidential Information that:
10.4.1 is or becomes generally available to the public (other than as a result of its disclosure by you or your professional advisers in breach of this clause);
10.4.2 was available to you on a non-confidential basis before disclosure by us;
10.4.3 was, is or becomes available to you on a nonconfidential basis from a person who, to your knowledge, is not bound by a confidentiality agreement with us or otherwise prohibited from disclosing the information to us; or
10.4.4 we agree in writing is not confidential or may be disclosed.
10.5 You may disclose the ACG Confidential Information to those of your professional advisers who need to know the ACG Confidential Information in order to allow you to receive the benefit of your Membership and our Services, provided that:
10.5.1 you inform such professional advisers of the confidential nature of the ACG Confidential Information before disclosure; and
10.5.2 at all times, you are responsible for such professional advisers’ compliance with the confidentiality obligations set out in this clause.
10.6 You may disclose ACG Confidential Information and we may disclose your confidential information to the extent such information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
10.7 On termination of the Contract and your Membership, you shall:
10.7.1 destroy or return to us all documents and materials (and any copies) containing, reflecting, incorporating or based on the ACG Confidential Information;
10.7.2 erase all of the ACG Confidential Information you’re your computer and communications systems and devices, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
10.7.3 certify in writing to us that you have complied with the requirements of this clause, provided that you may retain documents and materials containing, reflecting, incorporating or based on the ACG Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
10.8 The provisions of this clause 10 shall continue to apply after termination of the Contract and your Membership, for so long as any ACG Confidential Information remains in your possession or under your control.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with any documents, presentations and other works (in any form) that we have created, developed or provided to you in the connection with your Membership or the Services (“ACG Materials”) shall be owned by us or our licensors.
11.2 We grant to you a non-exclusive, non-transferable, nonsublicensable licence to use, copy and modify the ACG Materials solely to obtain the benefit of your Membership and the Services.
12. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Nothing in these Membership Conditions shall limit or exclude the liability of either party for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.
12.2 Subject to clause 12.1 above:
12.2.1 you acknowledge and agree that you enter into any Equity Investment, Debt Financing and/or any other agreement, arrangement or commitment with a third party company at your own risk and we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any losses suffered by you in connection with an Equity Investment or a Debt Financing;
12.2.2 you acknowledge and agree that any agreement, arrangement or commitment between you and any company in relation to an Equity Investment or a Debt Financing shall be entered into independently of us and that we shall not be responsible for the terms of any such agreement, arrangement or commitment;
12.2.3 you acknowledge and agree that we have not pressured or exerted any influence over you in respect to entering into any Equity Investment or Debt Financing and/or any other agreement, arrangement or commitment with a third party company;
12.2.4 we shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of your ongoing relationship with any company which is the subject of an Equity Investment or Debt Financing;
12.2.5 we shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for your failure to comply with clause 8.1.10;
12.2.6 neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profit, sales, revenue, or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill; (d) loss of agreements or contracts; (e) loss of use or corruption of software, data or information; (f) any loss arising out of the lawful termination of this Contract; or (g) any loss that is an indirect or secondary consequence of any act or omission of the party in question; and
12.2.7 the total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of the Fees paid by you to us during the entire term of your Membership.
12.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
12.4 This clause 12 shall survive termination of the Contract.
13.1 Without affecting any other right or remedy available to us or you, either party may terminate the Contract and your Membership with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
13.2 Without affecting any other right or remedy available to us, we may terminate the Contract and your Membership with immediate effect by giving written notice to you if:
13.2.1 you fail to pay any amount due under the Contract on the due date for payment and you remain in default 14 days after we have notified you that payment is due;
13.2.2 you commit any serious or repeated breach or nonobservance of any of the provisions of these Membership Conditions;
13.2.3 you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
13.2.4 you are declared bankrupt or make any arrangement with or for the benefit of your creditors or have a county court administration order made against you under the County Court Act 1984;
13.2.5 in our reasonable opinion, it is in the best interests of our other members; or
13.2.6 our reputation has been, or is likely to be, materially adversely affected as a result of your acts or omissions.
13.3 Without affecting any other right or remedy available to us, we may suspend your Membership and the supply of Services under the Contract or any other contract between us and you if:
13.3.1 you fail to pay any amount due under the Contract on the due date for payment; or
13.3.2 you become subject to any of the events listed in clause 13.2.2 to clause 13.2.6 (inclusive), or we reasonably believe that you are about to become subject to any of them.
14. CONSEQUENCES OF TERMINATION
14.1 On termination of your Membership and the Contract:
14.1.1 we shall immediately remove your access to the ACG Deal Platform;
14.1.2 you shall not be permitted to attend any further events organised by us; and
14.1.3 we shall cease to provide you with Investment Opportunities.
14.2 In the event that we terminate your Membership and this Contract pursuant to clause 5.3, clause 13.1, or clause 13.2, you shall not be entitled to receive any pro rata refund of any Fees paid to us in connection with the Initial Term or the relevant Extended Term (as the case may be).
14.3 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15.2 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
15.3 Assignment and other dealings.
15.3.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
15.3.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
15.4 Entire agreement.
15.4.1 The Contract constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter.
15.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
15.5 Variation. Except as set out in these Membership Conditions, no variation of the Contract shall be effective unless it is in writing and signed by us and you (or their authorised representatives).
15.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 15.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at our registered office (in the case of a notice given to us) or to the address set out in the Membership Application Form (in the case of a notice given to you); or sent by email to the party’s main email address.
15.8.2 Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at 9.00 am on the next Business Day after transmission.
15.8.3 This clause 15.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
15.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
15.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.