Defined terms used in these Terms and not defined herein shall have the meanings given to them in the Glossary below.
For the purposes of this Promotion, the promoter, Angels Den Funding Limited (”We”, “Us” and “Our”) is the entity with which those Existing Investor Members willing to partake in the Promotion (“You”) have contracted with under these Standard Promotion Terms (the “Terms”). By participating in this Promotion:
(i) a legal agreement between Us and You will be created and can only be amended with Our consent, and
(ii) You are indicating that You accept and agree to be bound by these Terms.
Please read these Terms carefully before accepting this Promotion. By choosing to Participate in this Promotion, You expressly acknowledge that You have been advised of these Terms and You signify your assent and agreement to these Terms. If You do not agree to these Terms, then You shall not be eligible to participate in the Promotion.
These Terms set out the terms and conditions on which we are offering the Promotion to all Our Existing Investor Members who successfully introduce a Referred Investor Member. The determination as to what constitutes a Referred Investor Member is entirely at Our discretion, including the refusal to offer the Promotion if we deem the Referral not to be an eligible Investor Member.
Acceptance by Us of a Referred Investor Member, within the Promotional Period, is at Our absolute discretion, and the Promotion will only be provided to Investor Members when their Referred Investor Member has been confirmed as an eligible Investor Member by Us.
In order to be eligible to participate in this Promotion, all 4 conditions set out below must be fulfilled:
i. You must be an Existing Investor Member as at the Commencement Date of this Promotion;
ii. You must make a referral of a new Investor Member, in accordance with these Terms and the Terms and Conditions set out on Our Platform,
iii. Referrals must be made via email to firstname.lastname@example.org any time before the referred investor makes an investment on Our Platform, and
iv. The referred individual must be deemed an eligible Investor Member, by Us.
With each eligible Referred Investor Member, the payment or increase in equity (as relevant, and set out below under the definition of “Promotion”) will be made within 28 days of the Referred Member’s investment having been declared as cleared funds into the relevant Company on Our platform.
The Promotion will automatically be reviewed at the end of the Promotional Period, at which point Investor Members may continue to make use of the promotion unless otherwise communicated by Us in writing.
Unless otherwise indicated in these Terms, entry into the Promotion may be used more than once per Existing Investor Member, as long as each referral made relates to a different eligible Referred Investor Member. An Existing Investor Member may not refer the same eligible Referred Investor Member more than once for the purpose of this Promotion. If the same eligible Referred Investor Member is referred by more than one Existing Investor Member, the Promotion will only be made available to the first Existing Investor Member to make that referral.
If this Promotion cannot be executed as planned, including due to any technical problems or circumstances beyond Our control, We shall incur no liability.
Participation in this Promotion is voluntary. You have the choice to decline to participate in the Promotion by simply ignoring the relevant Promotion Communication. We reserve the right to amend, withdraw or extend any or all elements of this Promotion at any time.
Unless otherwise indicated in the Promotion Communication, it is intended for the addressed recipient or category of recipient only and cannot be transferred. If You are not the intended recipient, or within the intended category of recipient, then the offer is null and void.
Our determination and decision on all matters will be final and no correspondence will be entered into. Any dispute or situation not covered by the Terms will be resolved by Our management in a manner it deems to be fairest to all concerned and, subject to the following section, that decision shall be final and binding on all concerned. You may not assign or transfer any or all of your rights or obligations under the Terms. No third party shall have a right to enforce the Terms against Us. Failure by Us to enforce a right under the Terms does not result in waiver of such right. If any part of the Terms is found to be unenforceable as a matter of law, all other parts of the Terms shall be unaffected and shall remain in force.
We reserve the right to amend these Terms or any part of these Terms at our discretion at any time with or without notice, at any time. You agree that We shall not be liable to you or to any third party for any such modification.
We accept no liability in relation to Your participation (or inability to participate) in the Promotion, to the maximum extent permitted by law.
These Terms shall be governed by, and construed in accordance with, the laws of England and Wales. By agreeing to these terms, You agree to submit to the exclusive jurisdiction of the courts of England and Wales. This means that if You want to bring a legal action against Us, or We want to bring a legal action against You, it must be done in one of these courts.
“Co-Invested Pledge” means a commitment to invest a specified sum in the Company made through either the Platform or through equivalent Angels Den paper forms by the Pitch Close Date, and the indication of agreement with these Terms, by an Existing Investor Member and the Referred Investor Member;
“Commencement Date” shall mean 29th April 2017;
“Company” means the company referred to as such on the Company Profile;
“Company Profile” means the profile of the Company and the relevant investment opportunity provided to prospective Investor Members on the Platform;
“Elective Professional Client” means a client who has the expertise, experience and knowledge that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and has an understanding of the risks involved;
“Existing Investor Member” means an Elective Professional Client who is either a High Net Worth Individual, Sophisticated Investor or Restricted Investor, and has completed Our registration process to become an Investor Member on Our platform prior to the date of these Promotion Terms and Conditions.
“Pitch Close Date” means the date specified in the Company Profile as the closing date for offers of investment, Donations or Funding Loan Commitments, or the date on which the Company decides to close the offer, whichever is earlier;
“Platform” means the Angels Den online funding platform at www.angelsden.com;
“Promotion” means the offer by Us to an Existing Investor Member to accept payment of 50% of the Success Fee payable to Angels Den on the on the Referred Investor Member’s Co-Invested Pledge committed to the Company Profile by the Pitch Close Date.
“Promotional Communication” means the Promotion as advertised on Our Platform and via a series of electronic communications;
“Promotional Period” means:
(i) The limited period starting on the Commencement Date and ending on 31st December 2018.
(ii) Investor Members whose Referred Investor Member has been deemed eligible by Us as an Investor Member may continue to benefit from this Promotion for any other Co-Invested Pledges committed to any future Company Profile by the Pitch Close Date.
“Referred Investor Member” means an Elective Professional Client who is either a High Net Worth Individual, Sophisticated Investor or Restricted Investor, and has completed Our registration process to become an Investor Member on Our platform, following an introduction by an Existing Investor Member;
“Success Fee” means the percentage fee, paid by the company seeking funding to Us, net of any external commissions, in accordance with Our Terms and Conditions.