Angel Terms And Conditions
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These Terms and Conditions will
apply to each person (“Angel”) who wishes to access
and use the AngelsDen Website (“Website”) in order to view template documents submitted
by potential entrepreneur’s (“Subscribers”) regarding their inventions, business ideas or commercial
projects (“Business Summaries”) which require investment. The Business Summaries are made available on the Website
by Angels Den Services Limited (“the Website Owner”).
In order to access and use the Website, all Angels must accept these Terms and Conditions
by clicking the ‘I accept’ button. Upon such acceptance, each Angel will be given
a unique login ID which will, for the purpose of security be monitored
and tracked by the Website Owner.
The Website Owner may change these conditions at any time by posting new or amended
conditions on the Website. Angel’s continued use of the Website after any changes
are posted means that the Angel has accepted that they are bound by the new or amended
conditions. The Angel must therefore check the Website’s conditions regularly.
1. DESCRIPTION OF SERVICE
1.1 The Website Owner provides a database of profiles of Subscriber Business Summaries
which will be accessible by the Angel (“Service”).
1.2 If the Angel is interested in a Business Summary they may, through the Website
Owner, request a full business
plan (“Business Plan”) from the Subscriber and thereafter
may ask to be introduced to the Subscriber.
1.3 The first meeting between the Angel and Subscriber will be arranged by the Website
Owner and the Website Owner will, at its discretion, attend and facilitate such
meeting.
1.4 The Website acts solely as a tool for the Angel to find opportunities that match
their investment preferences and the Website Owner shall not be liable for any transaction
or arrangement consequently made between an Angel and a Subscriber.
2. RESPONSIBILITIES OF THE ANGEL
2.1 In order to obtain login to the Website and gain access to the Service the Angel
agrees to provide accurate, complete personal information as requested.
It is the responsibility of the Angel to provide updated personal information.
2.2 The Website login may only be used by the designated Angel, shared access
is not permitted. Angels may not assign or transfer their login details.
2.3 Access to the Website is provided subject to the condition that there is no
breach of this agreement or fraudulent use of the Services by the Angel. It is not permitted to re-arrange,
tamper with or make any connection to the Website by any trick, scheme, false representation
or other fraudulent means.
2.4 The Angel agrees to (i) immediately notify the Website Owner of any unauthorised
use of their login ID or any other breach of security, and (ii) ensure
that they
exit from the Services at the end of each session.
2.5 The Angel agrees to maintain and promptly update its personal information to
keep it true, accurate, current and complete. If the Angel provides any information
that is untrue, inaccurate, not current or incomplete, or the Website Owner has
reasonable grounds to suspect that such information is untrue, inaccurate, not current
or incomplete, the Website Owner has the right to suspend or terminate the Service
available to the Angels and refuse any and all current or future use of the Service
(or any portion thereof).
2.6 The Angel will have full use of the Service free of charge and shall receive
no monetary compensation from the Website Owner for subscribing.
2.7 By using the Website the Angel may access third party material or third party
websites. The Angel understands that all third party information, data, text, software,
sound, photographs, graphics, video, messages or other materials (the " Third Party
Content") on or accessible via the Website, whether publicly posted or privately
transmitted, are the sole responsibility of the person from whom such Third Party
Content originated.
2.8 The Angel understands that the Website Owner does not control the Third Party
Content posted via the Service and, as such, does not guarantee the accuracy, integrity
or quality of such Third Party Content.
2.9 The Angel understands that by using the Service, they may be exposed to Third
Party Content that is offensive, indecent or objectionable. Under no circumstances
will the Website Owner be liable in any way for any Third Party Content, including,
but not limited to, any errors or omissions in any Third Party Content, or for any
loss or damage of any kind incurred as a result of the use of any Third Party Content
posted, emailed, transmitted or otherwise made available via the Service.
2.10 The Angel agrees not to reproduce, duplicate, copy, sell, resell or exploit
for any commercial purposes, use of the Service, or access to the Service, including
any of the Subscriber’s or Website Owner’s intellectual property rights or any person
firm or corporation having posted information for availability through the Service.
2.11 The Angel may not market, promote or sell any good or products, services or
supplies to Subscribers.
2.12 The Angel understands that the Website Owner does not recommend one Business
Summary
over another.
3. RESPONSIBILITIES OF THE WEBSITE OWNER
3.1 Upon receipt of personal information, including but not limited to verifiable
name and address, from the Angel the Website Owner will enable each Angel to login
to the Website.
3.2 The Website Owner will protect and restrict use of the personal information
supplied by the Angel in accordance with its published privacy policy. The Website Owner may send out
information by email from time to time. The Website Owner may be required to disclose
personal information in order to comply with its legal obligations.
3.3 The Website Owner will manage the Website and enable the Business Summaries
and Business Plans to be made available for viewing by carefully selected Angels.
3.4 If the Angel is interested in one of the Business Summaries it will communicate
its interest to the Website Owner who will arrange and facilitate an initial meeting
between the Angel and the Subscriber.
3.5 The Website Owner does not screen, evaluate or scrutinise the Business Summaries
and Business Plans. Once the initial meeting has taken place the Website Owner will
not have any responsibility for any legal arrangements, collaboration or other
dealings between the Angel and a Subscriber.
4. FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA)
4.1 The Angel is deemed at all times to have represented and warranted to the Website
Owner that he is a ‘Certified High Net Worth Individual’, or ‘Self Certified Sophisticated
Investor’ as defined by the FSMA, or are non-UK residents (in which case they must
act in conformity with any relevant laws in their country of residence).
4.2 Investment in new businesses carries high risks as well as the possibility of
high rewards. Such investments are highly speculative and the Angel is strongly
advised to take advice from a person authorised under the FSMA who specialises in
advising on investments of this kind. The Website Owner cannot advise on the merits
or risks of investments and are not authorised to arrange transactions or circulate
offer documents under the FSMA.
4.3 To the best of the knowledge and belief of the Website Owner, the Website Owner
in providing the Website is not making
and does not intend to make regulated
financial promotions for the purpose of FSMA
and no representation or warranty is made to that effect and the attention of the Subscriber
is drawn to clause 4.4 below.
4.4 The Angel accepts full responsibility for compliance with applicable laws
relating to (among other things) FSMA when dealing with any Business Summary or Business
Plan and where required Angels are advised to seek appropriate independent advice.
5. COMPLAINTS AND SANCTIONS PROCEDURE
5.1 Any complaints by the Angel
must be referred to the Website Owner, who shall have all the powers of an arbiter.
5.2 The Website Owner will deal with issues raised expeditiously and where necessary,
call upon evidence.
5.3 Sanctions available to the Website Owner will include the following:
(i) removing login access to the Website from Angels;
(ii) referring the matter to the appropriate law enforcement agency, where the issue
is of a criminal or illegal nature;
(iv) referring the matter to a court of competent jurisdiction if the issue necessitates
the same (e.g. requires an injunction, seizure or similar judicial measure).
6. INDEMNITY AND WAIVER
6.1 The Website Owner expressly prohibits the use of the Website by the Angel for
any purpose which may be unlawful in the United Kingdom.
6.2 The Angel agrees to keep the Website Owner indemnified against any claim, loss,
liability, damages or expenses on a full and unqualified indemnity basis arising
out of any misuse by the Angel of any part of the Website or any information embodied
in it.
6.3 Failure by the Website Owner to take action in respect of any breach by the
Angel of these Terms and Conditions shall not prevent the Website Owner from taking
future action in respect of the same breach or any other breach by the Angel of
these conditions, unless the Website Owner agrees to the contrary in writing.
6.4 If any of these conditions are held
to be unenforceable it will not affect the
validity and enforceability of the remaining conditions.
7. EXCLUSION OR WARRANTIES AND LIABILITY
7.1 The Angel’s use of the Service is at its sole risk. The Service is provided
on an ‘AS IS’ and ‘AS AVAILABLE’ basis. The Website Owner expressly disclaims all
warranties of any kind, whether express
or implied, including, but not limited to
the implied warranties of merchantability, fitness for a particular purpose and
non-infringement.
7.2 The Website Owner makes no warranties that (i) the Service will meet the Angel’s
requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free
and (iii) the results or outcome that may be obtained from the use of the Service
will be valuable, accurate or reliable.
7.3 Any material downloaded or otherwise obtained through the use of the Service
is done at the Angel’s sole discretion and risk and the Angel will be solely responsible
for any damage to it’s computer system or loss of data that results from the download
of any such material.
7.4 The Third Party Content of the Website is for information only and meant as general information
not advice. If the Angel has any particular query in relation to a Business Summary or Business Plans then the Angel must seek advice from its own professional advisors.
7.5 The Website Owner gives no warranty in respect of any links or third party websites
referred to in the Third Party Content of the Website.
7.6 The Angel expressly understands and agrees that the Website Owner shall not
be liable for any direct, indirect, incidental, special, consequential or exemplary
damages, including but not limited to, damages for loss of profits, goodwill, use,
data or other intangible losses (even if the Website Owner has been advised of the
possibility of such damages), resulting from: (i) the use or the inability to use
the Service; (ii) the cost of procurement of substitute goods and services resulting
from any goods, data, information or services purchased or obtained or messages
received or transactions entered into through or from the Service; (iii) unauthorised
access to or alteration of transmissions or data by the Angel; (iv) statements or
conduct of any third party on the Service; (v) any agreement, understanding or relationship the Angel enters into with any of the Subscribers or any other person or entity
with whom it has been put in contact with through the Website; or (vi) any other
matter relating to the Service.
7.7 The Angel agrees that these exclusions and limitations are reasonable in the
circumstances.
7.8 In the event that any exclusion
of liability is held by a court of competent jurisdiction to be unlawful, but that
liability may be lawfully limited, the Website Owners' aggregate total liability
to any Angel for all such damages and losses shall
be limited to £1,000.
8. INTELLECTUAL PROPERTY
8.1 All rights, including copyright and database rights, contained in the Website
belong to or are licensed to the Website Owner.
8.2 The Angel may not copy any part of the Website, a Business Summary or Business
Plan or carry out any other act which is protected by copyright or extract or re-utilise
the whole or any substantive part of the Third Party Content of the Website other
than: i) printing in hard copy form portions of the Website for personal use; ii)
downloading any page from the Website for personal use only; iii) storing pages
from the Website in a cache or temporary retrieval system for the sole purpose of
personal viewing off-line. These consents do not permit the Angel to modify any
of the Website’s Third Party Content or to use it in any commercial context without
the Website Owner’s prior written
consent.
8.3 The Angel acknowledges and agrees that the Service and any necessary software
used in connection with the Service contain proprietary and confidential information
that is protected by applicable intellectual property and other laws. The Angel
further acknowledges and agrees that Third Party Content contained in sponsor advertisements
or information presented to it through the Service or advertisers is protected by
copyrights, trademarks, service marks, patents or other proprietary rights and laws.
The Angel agrees not to modify, rent, lease, loan, sell, distribute or create derivative
works based on the Service the Third Party Content or the software, in whole or
in part.
8.4 The Website Owner grants the Angel a personal, non-transferable and non-exclusive
right and license to use the Service; provided that the Angel does not (and does
not allow any third party to) copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover any source code, sell,
assign, sublicense, grant a security interest in or otherwise transfer any right
in the Website, the Business Summaries or Business Plans, the software or the Third
Party Content. The Angel agrees not to modify the software in any manner or form,
or to use modified versions of the Website or the software including (without limitation)
for the purpose of obtaining unauthorised access to the Service. The Angel agrees
not to access the Service by any means other than through the interface that is
provided by the Website Owner for use in accessing the Service.
9. CONFIDENTIALITY
9.1 Confidential Information: all information, whether technical or commercial (including
all specifications, drawings and designs, disclosed in writing, on disc, orally
or by inspection of documents or pursuant to discussions between the parties), where
the information is: (a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information
or the circumstances of disclosure.
9.2 The Angel shall protect the Confidential Information of the Subscriber and Website
Owner against unauthorised disclosure by using the same degree of care as it takes
to preserve and safeguard its own confidential information of a similar nature,
being at least a reasonable degree of care.
9.3 Confidential Information may be disclosed by the Angel to its employees, affiliates
and professional advisers, provided that the recipient is bound in writing to maintain
the confidentiality of the Confidential Information received.
9.5 The obligations of confidentiality in this clause 10 shall not be affected by
the expiry or termination of this agreement.
10. MODIFICATIONS TO SERVICE
The Website Owner reserves the right at any time and from time to time to modify
or discontinue, temporarily or permanently, the Service (or any part thereof). The
Angel agrees that the Website Owner shall not be liable to the Angel or to any third
party for any modification, suspension or discontinuance of the Service.
11. TERMINATION
The Angel agrees to remain bound by these Terms and Conditions (as amended from time to time)
for as long as he remains an Angel and wishes to use the Website or
the Service unless the Website Owner terminates, suspends
or otherwise limits his
access to the Website. 12. NOTICE Notices to the Angel may be made via e-mail, fax
or post. The Service may also provide notices of changes to the Terms and Conditions
or other matters by displaying notices or links to notices to the Angel generally
on the Service.
13. GENERAL
13.1 These Terms and Conditions represent the entire agreement between the Angel
and the Website
Owner relating to the subject matter hereof, and supersedes any prior understanding
or agreements regarding the Website.
13.2 All disclaimers, indemnities, exclusions and limitations set out in the Terms
and Conditions
shall survive termination
13.3 It is not intended that any provision in this agreement shall be enforceable
by any third party and the Contracts (Rights of Third Parties) Act 1999 shall be
excluded.
14. GOVERNING LAW These Terms and Conditions shall be governed by, and construed
in accordance with the laws of England and any dispute arising from this agreement
shall be determined by the courts of England and Wales.
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