Terms & Conditions

Background/Definitions:

1. Animal Health Angels operates as an introduction agent for Applicants seeking to raise Capital. Animal Health Angels runs an investment club (“Network”) for investors who seek opportunities to, amongst other things, purchase shares in unlisted companies.
2. “Applicant” means the individual, corporate entity or unincorporated body who wishes to raise Capital through Angels Investors from our network.
3. “Capital” means any and all equity capital, loan capital, guarantees and any other investment in the nature of risk capital. Bank lending (whether secured or by way of overdraft) is expressly excluded from the definition of Capital for these purposes.
4. ‘Pitch Event’, are organised by Animal Health Angels. At these the Applicants will present to members of the Network and other providers of Capital with a view to raising Capital. These may be online and recorded or in person.
5. "Investment Proposal" means the summary of the Applicant's investment opportunity together with any supporting documentation provided by the Applicant and distributed by Animal Health Angels to the Investors.
6. No liability is or will be accepted by Animal Health Angels for any loss or damage arising from acceptance of the applicant of an investment referred by Animal Health Angels.
7. “Investor” means any member of the Network introduced by Animal Health Angels (whether directly or indirectly) to the Applicant and/or any other provider of Capital introduced by Animal Health Angels.
8. “Representative” means the representative of the Applicant
9. “Scheme” means the scheme operated by Animal Health Angels and through which an Applicant seeks introductions to Investors, with a view to subsequently receiving Capital from such person. For the sake of clarity, this includes any Capital received by an Applicant either directly or indirectly following i) personal introductions made by Animal Health Angels on behalf of the Applicant; ii) a pitch event, or iii) the distribution of the Applicant’s Investment Proposal, as well as any other form of introduction Animal Health Angels may make in the future to the Applicant. The Scheme shall be deemed to cover repeat or additional investments of Capital by the same Investor where follow on investment to the Applicant is made within a twenty four-month period of the first investment made through the Scheme. The Applicant's obligations under the Scheme are laid out below (clauses 9 to 16).

Applicant’s Obligations Terms

10. If invited to a Presentation Service by Animal Health Angels, the Representative is obliged to attend the Presentation Service.
11. The Applicant agrees to notify Animal Health Angels of the following events within three business days of them occurring: (i) any completed investments of Capital received through the Scheme; (ii) any discussions held pursuant to the introductions made through the Scheme and/or any likely investments resulting from the introductions made through the Scheme; and/or (iii) any appointments made by the Applicant (or, if the Applicant is an individual, the Applicant’s business) of an Investor in any paid position or board roles.
12. The Applicant shall be responsible for ensuring that any confidential information disclosed to a third party under the Scheme, or under any other scheme to which the Applicant is referred by Animal Health Angels, is the subject of a separate confidentiality undertaking between the Applicant and the third party.
13. The Applicant agrees to indemnify Animal Health Angels against all claims, costs, proceedings demands, losses, damages, expenses or liability whatsoever arising out of, or as a result of any breach or non-performance of any warranties, undertakings or obligations of the Applicant contained in these conditions or otherwise implied by law.
14. The Applicant confirms that to the best of his/her/its knowledge and belief the Investment Proposal is accurate, truthful and not misleading. The Applicant agrees to immediately inform Animal Health Angels of any material changes in the accuracy or truthfulness of the information contained in the Investment Proposal and of any matter which would make such information misleading. The Applicant accepts responsibility accordingly.
15. Angels agree to pay the annual subscription fee within five working days of the invoice date.
16. The Applicant shall be responsible for applying for provisional EIS clearance before making any presentation to the Network. Clearance takes approximately 4-6 weeks. The application should be made immediately upon commencing the Presentation Service.
17. The Applicant agrees to make the Investment Proposal available to members of the Network without requiring them to sign a separate non-disclosure agreement.
18. The Applicant agrees for information supplied to be distributed to Animal Health Angels and to be available on our portal for our members to see via a login.

Animal Health Angels obligations

19. Subject to compliance by the Applicant with the above terms, Animal Health Angels will use its reasonable endeavours to provide the Applicant with introductions to Investors.
20. Animal Health Angels will review the Investment Proposal and, if Animal Health Angels deems it appropriate, invite the Applicant to present at a Pitch event and shall distribute the Investment Proposal to members of the Network.

Exclusions

21. Animal Health Angels does not advise on the merits or risks of investment nor is it authorised to carry on investment business under the Financial Services and Markets Act 2000. No liability is, or will be, accepted by Animal Health Angels for any loss or damage arising from the acceptance by the Applicant of an investment under the Scheme or under any other scheme to which the Applicant is referred by Animal Health Angels.
22. Animal Health Angels total liability under or in connection with this Applicant Agreement Form whether in contract, tort, breach of statutory duty or otherwise shall not exceed £5000. Animal Health Angels shall not be liable for consequential indirect or special losses or any direct or indirect loss of profit, loss or corruption of data, loss of contract, loss of opportunity, harm to reputation or loss of goodwill.
23. Animal Health Angels reserves the right to refuse to accept and distribute any Investment Proposal at its absolute discretion.
24. Animal Health Angels reserves final editing rights on all material presented to the Network.
25. Animal Health Angels reserves the right to offer the Applicant's presentation slot at Pitch event to another applicant within the Scheme on stand by, should the Representative not attend in the Presentation Service.

General

26. Term and termination. This Applicant Agreement Form will commence on the date of signature and will remain in force until (i) the Applicant notifies Animal Health Angels that they no longer want to be part of the Scheme, (ii) Animal Health Angels ceases to operate for whatever reason, or (iii) Animal Health Angels notifies the Applicant in writing that it is terminating the Applicant Agreement Form as a result of a breach by the Investor of their obligations as set out in clauses 9 to 16 (inclusive). Clauses 12 and 13 shall continue in full force and effect after termination of this Agreement.
27. The Applicant agrees that any information provided to it by Animal Health Angels in respect of the Scheme or its members is confidential and as such the Applicant undertakes not to disclose such information without Animal Health Angels consent, save that the Applicant shall have the right to disclose the information (i) to its professional advisors for the purpose of discussing any potential investment and/or (ii) if required by law, a court of competent jurisdiction or any governmental or regulatory authority.
28. Unless otherwise agreed, Animal Health Angels reserves the right to publicise any investments facilitated by Animal Health Angels through the Scheme at any time following completion of such investments.
29. Data protection. The Applicant undertakes to comply with all applicable laws relating to data protection in force from time to time including, but not limited to, the General Data Protection Regulation 2018 (“GDPR”) and will not share any personal data (as defined in the GDPR) in breach of any such applicable laws. Animal Health Angels will process any personal data (as defined in the GDPR) received in accordance with its privacy policy LINK
30. Animal Health Angels reserves the right to vary any non-material terms and conditions from time to time. Any such variation shall be notified to the Applicant in writing (including by email). Any other changes shall be agreed between Animal Health Angels and the Applicant in writing.
31. Governing law. This Applicant Agreement Form, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England.
32. Animal Health Angels and the Applicant both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
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