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, You indicate that You accept these Terms and that You agree to abide 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 authorised 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.
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 authorised and regulated by the Financial Conduct Authority, authorisation number 604431, VAT number 179 3327 78. Angels Den Funding Limited is a private limited company, registered, and domiciled, in the United Kingdom with company number 08384317. The registered address is 1-2 Faulkner's Alley, Clerkenwell, London, EC1M 6DD.
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.
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 email@example.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 SERVICES
Upon registration with Angels Den, Entrepreneurs agree to payment of the Fees and Charges.
Once the charges for any specific transaction are formally agreed and a pitch application accepted, 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 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 that 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.
ENTREPRENEUR TERMS: USING OUR ONLINE SERVICE
This section applies to companies pitching an online pitch where applications to subscribe for shares are received 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 and agree to ‘go live’ on the platform, 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:
Seek funding exclusively through Angels Den and its linked or subsidiary companies. Any funds raised through other mechanisms, howsoever effected, during the exclusivity period, in breach of this paragraph, will nevertheless count towards the target raised and will be subject to the charges set out above, unless any variation is specifically agreed in writing by Angels Den or any of its linked or subsidiary companies.
Not withdraw the pitch. It will only be possible for You to do so in exceptional circumstances, and with the prior consent of Angels Den. Once such consent is received, the withdrawal of the pitch during the Pitch Period shall incur a minimum charge of £1,600 by way of Completion Fee.
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.
Warrant, post investment, to upload accurate and timely quarterly management information as required to the appropriate secure company section of the Site and to respond appropriately and in a timely manner to requests for information from the relevant Member Investors via Our Site and/or Services.
If an investor offers a loan to You during the Pitch Period, You are not obliged to accept. We will inform You of the loan amount offered, its duration and proposed terms. You may decline any such offers. If, however, You accept such an offer and include it in the target amount raised that is shown on the Platform, You are committing to accept this loan and may not withdraw Your acceptance, except with prior written consent from Angels Den.
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, Your minimum investment target has been achieved, 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.
Accept all loan funding that You have formally agreed to during the Pitch Period, unless You have prior written consent to withdraw from an agreement to proceed with a loan offer.
FEES AND CHARGES
Once the charges for any specific transaction are formally agreed and a pitch application accepted, a contract will be deemed to have been entered into and all parties commit to abide by that agreement.
6.5% 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), including membership of the Angels Den Site. For 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 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 whether this is in the form of a donation, share issue, business loan or personal loan.
In the event that the invoiced Success Fee(s) is not paid within 14 days of the Completion Date, then, in order to cover our increased administrative costs and charges, the Success Fee(s) shall increase from 6.5% to 8% of the Investment Sum and shall be due immediately.
MEMBER INVESTOR TERMS
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.
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.
All Member Investors using Our Site and Services to invest in any business, in using this Site and/or services, agree to the following:
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.
An investment pledged on the Site will constitute a legally binding offer. The pledges are subject to a 7 day cooling off period as long as Completion has not taken place and the shares have not been issued and the funds have not yet been transferred to the company. If You are a Member Investor seeking to withdraw Your pledge from an existing pitch, please contact firstname.lastname@example.org giving Us Your username and details of Your pledge.
On the Pledging Closure Date, any investment(s) offers made, will become a legally binding contract on the terms of the Investment Agreement. On such date, all pledges will be irrevocably committed, any funds paid will be non-refundable and/or any liabilities outstanding must be honoured, and the company will issue the shares subscribed for by the Member Investors.
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, 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.
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.
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.
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
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.
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.
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.
‘Angels Den’ and ‘Speedfunding’ are registered Trademarks.
If, after reading these terms, You have any further questions, there are sections that are unclear to You or You have a complaint, please email us at email@example.com, call us on 0203 318 0230 or write to us at Angels Den Funding Limited, 1-2 Faulkner's Alley, Clerkenwell, London, EC1M 6DD. We have established procedures in accordance with FCA rules for the effective consideration of complaints. If Your complaint is not resolved by Us to Your satisfaction, You may be entitled to refer it to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR, UK.
We will inform You of Your rights when answering Your complaint. We will send an initial reply within 5 business days of receipt and an update after 4 weeks where a final response is outstanding. If an update letter is issued, then it will explain why the investigation is still on-going and give an indication of when the next update will be issued, which can be no later than 8 weeks after the complaint was originally received. Should the investigation still be on-going after 8 weeks, an update will be issued advising that the investigation is still not complete, the reason for this, when a final response letter is likely to be issued and inform You of Your right, because of the delay, to immediately refer the case to the Financial Services Ombudsman (FOS) if You so wish. On completion of the investigation We will issue a final response letter detailing the outcome of the investigation and inform You of Your right to refer the case to FOS if You remain dissatisfied with the conclusion reached. Details of the FOS can be found on their website http://www.financial-ombudsman.org.uk or You can call them on 0800 0234 567 for more information.
Thank you for using our Sites and Services.
Completion Date: The date that the shares are issued by the Company and share certificates issued.
Entrepreneur: Individual registered on Our database as an Entrepreneur.
Fees and Charges: The fees and charges as set out in the Fees and Charges section of the Site and in the Pitch Terms and Conditions.
Investor Member: Individual registered on Our database as an Investor.
Pitch Period: The duration of a pitch, commencing on the ‘going live’ date of the pitch on Our Platform and ending on the date on which the pitch is marked as “fully funded” on, and/or removed from, Our Platform (regardless of whether or not the pitch is on ‘stealth mode’).
Pitch Terms and Conditions: The Angels Den Pitch Terms and Conditions
Platform: the Angels Den online funding platform.
Pledge: a commitment to invest a specified sum, and the indication of agreement with these Terms, by a prospective investor and/or Investor Member, in a company seeking funding, made through either Our Site or through Our equivalent paper forms.
Pledging Closure Date: The date on which the Company stops collecting funds on the Platform.
Property Investor Member: Individual registered on Our database as an Investor, and who partakes in property related deals.
Terms: The terms and conditions as set out in this page.
Services: The services provided by Angels Den.
Site: Angels Den website (https://www.angelsden.com/).
Viruses: viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
Version 1.3 Effective: 2nd March 2016