Applicant Terms And Conditions
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CODE OF CONDUCT & TERMS OF USE OF THE ANGELSDEN WEBSITE
I. Introduction
This Code of Conduct and Terms of Use (collectively referred to as the "Code") will
apply to each person (“Subscriber”) who wishes to use the AngelsDen Website (the
"Website") and/or use the Template Documents created and made available on the Website
by Angels Den Services Limited (“the Website Owner”).
The Website provides Template Documents for use by Subscribers. Template Documents
enable Subscribers to set out details of their inventions, business ideas or commercial
projects which require investment. The Website Owner has used its skill and expertise
to create Template Documents to enable the Subscriber to set down detailed information
relating to the Subscribers' business, goods, services, skills, resources, inventions,
requirements etc… Template Documents may be completed and submitted for a fixed
fee. Template Documents are then made available to view by a group of carefully
selected potential investors, who have all entered into formal non-disclosure agreements
with the Website Owner (“Angels”). Certain Template Documents are selected by the
Website Owner for display on the Website.
If the Subscribers invention, business idea or commercial project is considered
of interest to Angels then the Subscriber will be invited to submit a fully defined
plan relating to the business, invention or commercial project set out in the Template
Document (“Business Plan”). The Business Plan may be submitted for a fixed fee.
The Business Plan will be made available to the interested Angels to view and consider.
Each Subscriber must comply and adhere to this Code in order to access and use the
Website, any of the Template Documents or submit a Business Plan.
In order to use and participate in this Website, all Subscribers must accept this
Code by clicking the "I accept" button. Upon such acceptance, each Subscriber will
be given a unique login ID which will, for the purpose of security, be monitored
and tracked by the Website Owner.
II. The Code
1. Basic Requirements
Each Subscriber and any Template Documents must comply with the following basic
standards:
(a) All information and activities must be legal, decent and honest (in terms of
English law and standards);
(b) Data protection legislation within English law must be adhered to in order that
the collection of personal information is not traded or disclosed illegally;
(c) Distance selling requirements must be complied with as laid down in English
law;
(d) Other applicable Trading Standards; Telecommunications or other relevant Guidelines;
other English laws and regulations (including but not limited to the laws of defamation,
the law relating to intellectual property rights) must not be infringed (as the
same are created or amended from time to time).
The Website Owner reserves the right to withdraw from display, or refuse to display
any Template Document which fails to adhere to the Code or in its absolute discretion
may lead to the Website or the Website Owners being brought into disrepute. The
Website Owner reserves the right to terminate access to the Website to any Subscriber
it reasonably believes has or intends to breach the Code.
2. Specific Responsibilities of Subscribers
(a) In order to obtain login to the Website and gain access to Template Documents
the Subscriber agrees to provide accurate, complete personal information as requested.
It is the responsibility of the Subscriber to provide updated personal information.
The Website Owners privacy policy relating to use of personal information is set
out clearly on the Website.
(b) Each Subscriber is solely responsible for the accuracy, legality, currency and
compliance of its Template Documents and will be solely liable for false, misleading,
inaccurate, infringing or other actionable material contained or referred to therein.
The Subscriber shall certify that the Template Document fairly and accurately reflects
their invention, business idea or commercial project and is not illegal, immoral
or indecent; is not false or misleading and does not infringe third party rights.
(c) The Website Login may only be used by the designated Subscriber, shared access
is not permitted. Subscribers may not assign or transfer their subscription.
(d) None of the Website content, Template Documents submitted by other Subscribers,
or material posted on the Website by other Subscribers, may be used, downloaded,
stored, sold, distributed or dealt with without the prior written consent of the
Website Owner. The Website Owner’s trading name “AngelsDen” is a registered trade
mark and its use, and that of any pictoral device used by the Website Owner in its
marketing and promotional materials, by Subscribers, is prohibited unless express
prior written consent has been obtained. The Website content supplied by the Website
Owner and the pro-forma Template Documents are copyright to the Website Owner and
will be protected to their fullest extent under English law. All copyright notices
must be faithfully reproduced on all copies of the Template Documents. Intellectual
Property Rights in the content of completed Template Documents shall vest in the
submitting Subscriber, subject to the licence granted under condition (m) below.
(e) Access to the Website is provided subject to the condition that there is no
abuse or fraudulent use thereof by Subscribers. 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.
(f) Each Subscriber is solely responsible for maintaining the confidentiality of
its unique login ID, and for its use. As traffic on this Website is monitored, evidence
of use of the login ID can be produced to support or defend any dispute or actionable
cause or matter which arises in relation to the same. The Website Owner shall not
be responsible for any loss or damage incurred through the loss or misuse of the
Subscriber login ID.
(g) Subscribers acknowledge that the Internet is not a secure medium and the Website
Owner cannot guarantee the security of the Website against hackers or virus contamination.
The Website Owner cannot guarantee the privacy or security of any Template Document
or Business Plan submitted.
(h) Any material submitted by the Subscriber may not incite violence, sadism, cruelty
or racial hatred, facilitate prostitution or paedophilia, be pornographic or obscene,
indecent, abusive, offensive or menacing.
(i) Subscribers hereby undertake not to introduce any virus, worm, Trojan horse,
cancelbot or other destructive or contaminating program to the Website or instruct
or advise any other party how to do so, not to invade the privacy of other Subscribers
or collect or transfer any personal data regarding Subscribers without their express
consent.
(j) When providing payment or credit card information the Subscriber shall ensure
that the same is accurate, complete, up-to-date and that the Subscriber has authority
to provide such information.
(k) Where Subscribers collaborate with Angels or anyone else other than the Website
Owner as a result of use of this Website, they do so as independent contracting
parties. Subscribers acknowledge that the Website Owner will not in any way be construed
as a party to such collaboration nor be liable nor responsible in any way for the
dealings of such collaboration or the parties to such collaboration.
(l) The Subscriber shall pay all fees due promptly on request, access to the Template
Documents and permission to submit a Business Plan shall be restricted unless payment
of the appropriate fee has been met in full. Fees are subject to VAT (where applicable).
Fees are not refundable in any circumstances.
(m) The Subscriber hereby grants to the Website Owner a royalty-free, non-exclusive,
worldwide, right title and licence to use, distribute, modify, adapt and display
the Template Document, the Business Plan and any other written documents or materials
submitted by the Subscriber for the purposes set out in this Code. Such use includes,
but is not limited to, the display of the Template Documents (or any part thereof)
to Angels and at the discretion of the Website Owner their display on the publicly
available areas of the Website; their inclusion (in whole or in part) in marketing
material promoting the Website and its use. The Subscriber hereby confirms that
it has all requisite authority and third party permissions to provide this grant.
(n) The Subscriber accepts full responsibility for compliance with applicable laws
relating to (among other things) regulated investment activity when submitting any
Template Document or Business Plan to the Website Owner or to any Angel. Subscribers
are advised to seek appropriate professional advice.
3. Responsibilities of the Website Owner
(a) Upon receipt of personal information, including but not limited to verifiable
name and address, from the Subscriber the Website Owner will enable each Subscriber
to login to the Website. The Website Owner will protect and restrict use of personal
information in accordance with its 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.
(b) The Website Owner will manage the Website and enable the receipt of completed
Template Documents and submission of Business Plans in accordance with the Code.
(c) The Website Owner will enable Template Documents to be made available for viewing
by carefully selected Angels, who have entered into appropriate non-disclosure agreements.
(d) The Website Owner does not screen, evaluate or scrutinise the Template Documents
and does not broker or arrange any collaboration between the Subscribers and Angels.
(e) The Website Owner does not provide any financial or investment advice. The Website
Owner does not arrange collaborations, deals or investments. None of the activities
undertaken by the Website Owner amounts to invitations or inducements to engage
in investment activities.
(f) The Website Owner shall have the right, at their sole discretion to refuse or
remove Template Documents.
(g) The Website Owner may preserve Template Documents and may disclose them other
than to Angels if required to do so by law or other competent authority or in the
reasonable belief that such preservation or disclosure is necessary to comply with
English law, in compliance with the Code or to protect the rights or property of
itself and its business or of others.
(h) The Website Owner is responsible for administering any issues arising from Subscribers
use of the Website under the Complaints and Sanctions Procedure specified in Section
4 below.
(i) To the best of the knowledge and belief of the Website Owner it is not making
and does not intend by the provision of the Website and its services to make regulated
financial promotions for the purposes of applicable financial services legislation
and no representation or warranty is made to that effect and the attention of Subscribers
is drawn to clause 2(n) of the Code.
4. Complaints and Sanctions Procedure
(a) The Website is a facility for Subscribers only and any complaint by a Subscriber
must be referred to the Website Owner, who shall have all the powers of an arbiter.
(b) The Website Owner will deal with issues raised expeditiously and where necessary,
call upon evidence.
(c) Sanctions available to the Website Owner will include the following:
(i) removing access to the Website from Subscribers;
(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).
5. Indemnity and Waiver
(a) The Website Owner does not warrant that access to the Website by Subscribers
will be free from risk of virus or other contamination to the Subscriber’s computer
equipment. Use of the Website is at the sole risk of the Subscriber and any downloading
of material from the Website is at the Subscriber’s sole discretion and risk. Any
damage or loss to the Subscriber’s computer system by such activity shall be entirely
at the risk of the Subscriber. Access to the Website may be restricted or prevented
during periods of repair, maintenance or restructuring. It is the responsibility
of the Subscriber to supply and maintain its own equipment necessary to access the
Website and to meet any telephony or other costs associated therewith.
(b) Each Subscriber agrees to indemnify and keep indemnified the Website Owner,
their successors and assigns, and each of their respective directors, officers,
employees and agents (collectively "Website Owner") from and against any and all
liability, damages, losses (including loss of profit, loss of goodwill or other
consequential losses), claims ( including reasonable legal fees) resulting in any
way from its use of the Website or from any Template Documents or Business Plans
submitted or materials otherwise posted on the Website by the Subscriber; from contravention
of the Code; or from any other matter relating to its participation herein including
but not limited to use of any information contained on the Website, or arising from
any introduction or collaboration resulting from use of the Website, or otherwise
arising from the Subscriber’s use of the Website.
(c) Each Subscriber waives any right to bring any claim or action against the Website
Owners for any loss, damage or injury arising from i) use of the Website, or ii)
submission of Template Documents, or iii) otherwise arising from any of the terms
of this Code.
(d) The Website is intended for the use of persons resident within the United Kingdom
or who have their business establishment within the United Kingdom. Persons from
outside the United Kingdom may only use the services provided by this Website if
they are satisfied they may do so under local laws and regulations. Only persons
over the age of 18 years may become Subscribers.
6. Exclusion of Warranties and Liability
(a) The Website Owners do not warrant the content, accuracy or veracity of Template
Documents, or other information supplied by Subscribers or otherwise appearing on
the Website, and make no representations thereon. The responsibility for verification
rests with each of the submitting Subscribers as specified in Section 2 above.
(b) Each Subscriber accepts the Website "AS IS" and “AS AVAILABLE” with any faults
or failings and without any representation, warranty or guarantee whatsoever, express
or implied, including without limitation any implied warranty of accessibility,
accuracy, completeness, quality, merchantability, fitness for a particular purpose
or non-infringement.
(c) The Website Owner makes no warranty in respect to any links or third party websites
referred to in the content of the Website.
(d) The Website Owner makes no warranty or promise in respect of any collaboration
or agreement entered into between the Subscriber and Angels. The relationship between
a Subscriber and Angel is entirely separate from the Subscriber’s use of the Website
and is made between the Subscriber and Angel as two independent parties. The Subscriber
accepts total responsibility in regard to such collaboration or relationship. It
is the Subscriber’s entire responsibility to consider the personal, legal and financial
implications of such a relationship. The Website Owner does not endorse or promote
Angels nor does it evaluate or promote investment in any invention, business idea
or commercial project of any Subscriber.
(e) The content of the Website is for information only and meant as general information
not advice. If a Subscriber has any particular query in relation to an invention,
business idea or commercial project, the completion of Template Documents or submission
of Business Plans or otherwise in relation to the content of the Website then the
Subscriber must seek advice from its own professional advisors.
(f) The Website Owner excludes any liability for incidental or consequential loss
incurred by the Subscriber, (including but not limited to loss of profit, loss of
opportunity or otherwise) arising either directly or indirectly from the Subscriber’s
use of the Website.
(g) Liability for death or personal injury caused by the negligence of the Website
Owner, its employees or agents or for fraud is not excluded or limited, otherwise
than as expressly set out herein the Website Owners shall not be liable for any
injury, loss, claim, damages or any special, incidental, consequential, exemplary
or punitive damages of any kind arising out of or in connection with any Subscriber's
access to, or use of the Website, any Template Documents thereon, whether based
in contract, tort and whether negligent or otherwise, even if the Website Owner
has been advised of the possibility of such damages. In the event that this 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 Subscriber for all such damages and losses shall be limited to any fee paid
by the Subscriber in the six months prior to the date of the event giving rise to
liability.
(h) The Subscriber agrees that these exclusions and limitations are reasonable in
the circumstances and in relation to the provision of the services for limited fixed
fees.
(i) The Website and services supplied by the Website Owner are of the nature of
a network and do not constitute trading or investment advice or promotion. The Website
Owner is not an Authorised Person (as the meaning is set out in section 31 of the
Financial Services and Market Act 2000) and does not provide advice or promotion
of any financial nature.
7. Term and Termination
Each Subscriber agrees to remain bound by this Code (as amended from time to time)
for as long as they remain a Subscriber to the Website and wish to use the Website
or the Website Owner’s services unless the Website Owner earlier terminates, suspends
or otherwise limits access to the Website and/or the Template Documents in accordance
with Section 4 above or as it otherwise deems appropriate.
8. Applicable Law
Each Subscriber agrees that this Code and any dispute arising in any way in relation
to the Website will be governed by and construed in accordance with the laws of
England.
9. General
(a) In the event that any provision (or part thereof) in this Code is determined
to be unenforceable or invalid, such provision shall be severed and the remaining
provisions (or part thereof) shall be enforceable to the fullest extent permitted
by English law.
(b) This Code represents the entire agreement between Subscriber and the Website
Owner relating to the subject matter hereof, and supersedes any prior understanding
or agreements regarding the Website.
(c) Changes to the Code will be posted on the Website.
(d) All disclaimers, indemnities, exclusions and limitations set out in the Code
shall survive termination.
(e) 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.
III. Acceptance of the Code |
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