These Investor Member Terms are issued by Hive Founders Limited t/a Womankind Ventures (“Womankind”, “us”, “we”, “our”). Company number: 14061640 Registered office address: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.

 

Please read these terms and conditions carefully as they form a binding agreement (“Agreement”) between us and you.

​

1.  About Womankind Ventures

 

Womankind Ventures is an angel investment group that will from time to time offer and/ or provide its Investor Members with access to information about certain  investment opportunities in early-stage businesses and/ or  educational programs and materials (“Network”).

​

2.  Important Regulatory Disclaimers.

 

2.1   Womankind is not authorised or regulated by the Financial Conduct Authority in relation to the provision of investment advice or any other financial services activities regulated under the Financial Services and Markets Act 2000 (“FSMA”). Consequently, Womankind is not subject to the Financial Services Compensation Scheme (FSCS) which is established to protect investors and others when they engage with regulated firms. This means that you will not be able to seek any protection from FSCS in relation to any actions or omissions by Womankind.

​

2.2   Womankind is not conducting an investment business and does not offer investment advice to any Investment Members or other persons.

1. Womankind does not offer and shall not provide you with any investment, financial, legal, tax or other professional advice on any of potential investment opportunities or the terms upon which they may be offered by the company seeking investment.

2. Information on Potential Investments

   1. Womankind may from time to time offer and/ or provide you with documents and/ or other information about potential investment opportunities and/ or about the terms on which such investment opportunities may be available.

   2. Please note that, the content of such documents or information will not be approved by any authorised firm for the purposes of FSMA.

   3. Womankind does not undertake any verification of the information provided to it by.  Womankind does not offer any warranty, guarantee or assurance that any of the information which it may offer or make available to you whether in written form or verbally is accurate, complete, up to date and not misleading.

   4. You agree that you are not entitled to and will not rely on Womankind, any information provided by Womankind or its Directors when deciding whether to consider any Opportunity or make any Investment.

   5. You agree that if you will be responsible for undertaking all appropriate due diligence including, but not limited to all appropriate professional investment, legal, tax and other advice upon the each such Opportunity and/ or Investment and any terms and conditions relevant to the Investment.

   6. Womankind does not offer any advice, warranty, assurance or guarantee as to the financial performance and/ or other results of any Investment and you agree that you are entirely responsible for assessing whether any Investment that you may make is or may be suitable for you.

   7. Womankind does not offer any assurance, guarantee or confirmation as to whether any Investor Member will or may be eligible for tax relief, whether Enterprise Investment Scheme Relief or any other relief (“Tax Relief”) in relation to any particular Investment, and you agree that you will be responsible for obtaining specific advice upon whether you may be eligible for such Tax Relief in each case.

3. Joining the Network

   1. Womankind only offers subscription to the Network as an Investor Member to individuals who are one of the following types of Accredited Investor:

      1. a Certified High Net Worth Individual;

      2. a  Certified or Self Certified Sophisticated Investor

   2. By registering via this website as an Investor Member you will be confirming that you are  an Accredited Investor. You agree to provide promptly upon request the appropriate certificate, or self-certificate as to your status as an Accredited Investor. This will be required at your initial application and may be required periodically thereafter (since in each case the certification is usually only valid for a limited period). As part of the registration process, you will also be required to provide certain personal information regarding your identity and contact information.

   3. You hereby warrant and represent that the information that you provide to us is complete and accurate. We rely on your representations and are not responsible for verifying the accuracy of the information that you provide to us. We are not liable if any Investor Member misrepresents their status as an Accredited Investor.

   4. We will review your application and confirm by email whether or not you have been approved as an Investor Member. To complete your registration, you will need to confirm your agreement to these Terms.  If you are accepted as an Investor Member, you will then be  given access to  Opportunities from time to time.

   5. If you are not approved as an Investor Member, you are still welcome to participate in our education programs and our General Terms and Conditions will apply to you.

4. Opportunities

   1. We will send you details of the Opportunities from time to time, typically via email or through pitch events, but we may use any channel that we decide is appropriate to share Opportunities with you. You must keep your email address and other contact information up to date to ensure that you receive details of the Opportunities.

   2. We make no guarantee or representation that any Opportunity will be made available for our Investor Members at any particular time or at all, or that any of the Startup Businesses will accept Investment from our Network or from any Investor Member, or upon what terms they may accept any such Investment. You accept and acknowledge that this is at the sole discretion of the Startup Business, and we have no responsibility to you for the outcome of any Investment which you Close, or in relation to any Investment that does not Close for any reason.

   3. Some Opportunities may be offered subject to a minimum  Investment amount from each individual investor, and you accept that you will only be able to participate in such an Investment if you commit at least the required minimum amount and meet all other relevant conditions associated with the Opportunity.

   4. Subject to these terms we will use our reasonable efforts to provide you with an Investment Proposal for each Opportunity, but we are not obliged to do so, nor are we obliged to present all Opportunities to all Investor Members, this is entirely at our discretion and as noted above, the discretion of the Startup Business in each case.

   5. You accept and acknowledge that we make no warranty or representation that any information that we provide to you with respect to an Opportunity or Investment Proposal is accurate, true or complete. You are responsible for verifying all information with the Startup Business before you make the decision whether or not to Invest.

   6. We may make individual introductions between you and the founders of a Startup Business so that you can meet them and learn more about their business. We are not obliged to make any such introductions and we cannot guarantee that the founders will be willing to meet with you or answer any of your questions.

5. Investment Process

   1. If we make information about an Opportunity available to you  we will inform you of the Investment process for that Opportunity.

   2. In each case Investment may be available either to  each relevant Investor Member investing directly into the Startup Business, in which case you will complete all due diligence and legal and other formalities on your own behalf as described above.

   3. From time to time, it may be that an Opportunity involves the potential for an Investment by you and one or more other Investment Members acting together through a SPV.  You agree that if you decide to participate in such an Investment by means of an SPV you will be responsible for completing all of the required steps for the applicable SPV platform or process, for ensuring that you, and/ or the SPV respectively shall obtain all relevant advice on the terms on which you participate in the SPV,  the Opportunity and the Investment and any conditions on which the Investment is offered. You agree that as between you and Womankind, all of these terms will apply to such an Investment by you through an SPV as if it had been made by you directly, whether or not Womankind and/ or any of its directors participate in the Investment whether directly or by means of any SPV.

   4. You undertake to complete all of the necessary steps in the relevant Investment process by the deadlines requested and not to cause any delays or impediments to Close due to any failure or omission by you in relation to any  of your obligations.

   5. You accept that if you do not meet any of the deadlines of the Investment process, you may lose the ability to Invest in the applicable Startup Business and we shall have no liability to you for this.

6. Investor Member Obligations

   1. You represent and warrant that you:

1. are knowledgeable in the field of providing Investment to Startup Businesses and will make your own decisions on any Investment Proposals made available to you;

2. are solely responsible for evaluating each Opportunity and its suitability for you and performing any due diligence on the Opportunity and the Startup Business that you deem necessary in order to decide whether or not to Invest;

3. understand, accept and are financially able to bear the risks involved in providing Investment to Startup Businesses including the risk of loss of all the Investment provided and all other costs associated with such an Investment;

4. are solely responsible for completing all legal, tax and accounting formalities (including bearing all associated expenses) relating to your Investment in any Startup Businesses and for obtaining all relevant professional advice.

   1. You agree to keep us fully informed of any d Investments that you Close in any Startup Businesses as a direct or indirect result of the Network.

   2. You undertake to keep any Confidential Information secret and not to disclose any Confidential Information to any third party (with the exception of your legal and other professional advisors who need to know the same in order to advise you on prospective Investments and who are subject to obligations of confidentiality to you).

   3. You agree to indemnify us, our directors, officers, employees and/ or agents against any and all claims, costs, proceedings, demands, losses, damages, expenses (including legal expenses) and/ or liability whatsoever imposed on or incurred by us, our directors, officer, employees and/ or agents arising out of, or as a result of any breach or non-performance or alleged breach or non-performance by ours of any part or this Agreement, or otherwise in connection with this Agreement  or otherwise imposed or implied by law.

   4. If you are directly or indirectly (via any firm or company owned or managed by you )  engaged  by a Startup Business to provide goods and/ or services to that  Startup Business in (including, but not limited to an appointment to any office in the Start Up Business concerned)  you shall notify us of the engagement and the amount of remuneration to be paid to you (or to the firm or company concerned) in relation to the Engagement ( “Engagement Fees”) within 10 days of the commencement of that engagement. In consideration for the introduction leading to the engagement, you shall pay Womankind a referral fee equal to 10% plus any applicable VAT of the total amount of the Engagement Fees  (“Referral Fee” respectively). We may invoice you for the Referral Fee at the same intervals as the Startup Business for the Engagement Fees fall due. In each case you shall pay the Referral Fee within 30 days of the date of our invoice.

1. Member Fees

   1. In consideration for participation as an Investor Member in the Network you agree to pay the fees detailed in the  Investor Member registration that you complete to join the Network and by submitting the form you agree to pay the Investor Member fees and to do so in accordance with the payment due date described in each case. You also agree that you will promptly pay for any other fees which you may incur from time to time in relation to additional services such as any educational or other programmes that are offered to Investor Members and / or others for a fee ( each or together “Fees”).

   2. Where applicable we will charge VAT in addition to any Fees.

   3. We may from time to time announce a change in the Fees and this will usually be by announcement on our website and/ or by email or other circular to Investor Members.

   4. We may require you to provide a credit or debit card for the ongoing payment of the Fees and you hereby authorise us (and our third-party payment processors) to debit such card with the Fees on the applicable payment dates until such time as you cease to be an Investor Member.

   5. If you fail to pay any Fees by their payment due date, we have the right to suspend you as an Investor Member (and you will not be entitled to receive any Opportunities or participate in any Investments) until your Fees are paid in full.

2. Disclaimer and limitation of liability

   1. We, our directors, officers, employees and agents:

1. do not advise on the merits or risks of investment nor are we authorised to carry on investment business under the Financial Services and Markets Act 2000;

2. exclude all liability for any loss or damage to you or any third party arising from any decision by you to Invest or not to Invest in any Startup Business presented to you by us to the full extent permitted by law;

3. accept no responsibility for the accuracy, completeness, fairness, reliability or veracity of any information provided to you, by, or on behalf of, any Startup Business (including without limitation any information contained in any Investment Proposal or other communication from us in respect of an Opportunity). You must make your own independent verification of all such information;

4. expressly disclaim all warranties, conditions and other terms implied by statute, common law or otherwise , to the fullest extent permitted by law.

   1. Our total liability to you under or in connection with this Agreement whether in contract, tort, breach of statutory duty or otherwise, including negligence shall not exceed £5,000.

   2. We 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 however caused and whether or not such loss was foreseeable.

   3. Nothing in this Agreement excludes either party’s liability for death, personal injury, fraud or fraudulent misrepresentation or for any other liability that cannot lawfully be excluded.

1. Term and Termination

   1. This Agreement will commence on the date that you submit your application to join the Network and will remain in force until:

1. either party gives at least 14 days’ notice in writing to terminate for any reason,

2. Womankind Ventures ceases to operate for whatever reason;

3. You cease to be an Accredited Investor, or

4. we notify you in writing that you have breached the Agreement and you fail to remedy the breach within 7 days of receiving such notice (at which point the Agreement will automatically terminate with immediate effect and without any liability to you).

   1. Clauses 2, 3, 1.1 to 4.3, 7, 9 , 12,  and 13 shall continue in full force and effect after termination of this Agreement.

1. Data protection

We will process any personal data received from you in accordance with our privacy policy, which is available at https://hivefounders.net/privacy and in compliance with applicable data protection laws.

1. General

   1. Publicity. Unless otherwise agreed, we reserve the right to publicise any Investments facilitated by Womankind Ventures at any time following the Close of such investments.

   2. Changes to this Agreement. We reserve the right to vary any terms of this Agreement at any time and for any reason. We shall notify you of any such variation in writing (including by email).

   3. Third Party Rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

   4. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

   5. Governing law and jurisdiction. This Agreement 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 laws of England and both parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

2. Definitions:

The following terms used in this Agreement shall have the following meanings:

Accredited Investor means:

1. In relation to an Investor Member domiciled in, or otherwise subject to the laws of the United Kingdom, you are:

   1. a Certified High Net Worth Investor ; or

   2. A Self- Certified Sophisticated Investor,

 For the purposes of this clause 13 :

To be a High-Net-Worth Investor you must be the subject of a certificate in the required form confirming a number of matters including:

• that for the preceding financial year you had an annual income in excess of £100,000 or net assets in excess of £250,000 (after ignoring  your pension fund assets and your private residence and life assurance policies); and

• That you accept that you can lose your property or other assets from making investment decisions based on financial promotions; and

• That you acknowledge that you will not be provided with the regulatory protection and redress that you may otherwise have been entitled to under the Financial Services and Markets Act 2000.

To be a  Self-Certified Sophisticated Investor, you must sign a certificate in the required form confirming that you  are either:

1. you have been a director of a company turning over at least £1 million within the last two years; or

2. you have made more than one investment in an unlisted company in the last two years; or

3. you have been a member of a network or syndicate of business angels for at least six months; or

4. you have worked in the past two years in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises,

and in each case you must meet all relevant requirements  of the Financial Services and Markets Act 2000 as amended from time to time

1. In relation to an Investor Member domiciled in, or otherwise subject to the laws of the United States, you are:

   1. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

   2. a natural person who has individual net worth, or with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;

   3. a director, executive officer or general partner of the company selling the securities;

   4. a business in which all the equity owners are accredited investors;

   5. a charitable organization, corporation or partnership with assets exceeding $5 million;

   6. a bank, insurance company, registered investment company, business development company or small business investment company;

   7. an employee benefit plan, within the meaning of Employee Retirement Income Security Act, is a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or

   8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes,

in each case in compliance with Rule 501 of Regulation D under the Securities Act of 1993.

Close Date means the date and time at which an Investment is Closed

Closed means that a legally binding agreement has been concluded between a Startup Business and an Investor Member for an Investment in that Startup Business by an Investor Member. For the purpose of “Closed” an Investor Member shall be deemed to include any other person, company, partnership or other legal entity which makes an Investment on that Investor Member’s behalf and/ or through which or with which that Investor Member makes an Investment (and “Close” shall be construed accordingly).

Fees has the meaning given in clause 8.1.

Investment means any investment in any Startup Business by an Investor Member (whether solely or jointly with one or more other person(s)) by means of the purchase of any shares, debenture, loan capital, digital token, guarantees, or other means of participating in the capital of the Startup Business, including but not limited to options and/ or other rights in relation to any of them,  and “Invest” and “Investing” shall be construed accordingly. Loans advanced by any clearing or other bank (“Bank lending”)  (whether secured or unsecured) is expressly excluded from the definition of Investment for these purposes.

Investor Member means the individual person who has been approved to join the Network.

Investment Proposal means the summary of a Startup Business’s Opportunity together with any supporting documentation provided by that Startup Business and distributed by us to Investor Members of the Network.

Network has the meaning given in clause 1.1.

Opportunity means the opportunity, subject to any relevant conditions in each case, for one or more Investor Members to consider and/ or to make an investment into a  Startup Business.

Startup Business means a company, usually in the early stages of its business development and growth, which is actively seeking Investment.

SPV means a special purpose vehicle or other investment vehicle through which Investor Members may jointly Invest in a Startup Business.