Legal

Terms of Website Use

By using this website (our site) you are agreeing to the following Terms and Conditions. If you proceed to any other page of our site, you will be treated as having read and accepted the information on this page. If you do not agree to these terms of use, please refrain from using our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Other applicable terms

The following Policies and information also apply to your use of our site:
Privacy Policy, Confidentiality Policy, Conflict of Interest Policy, and Risk warning

Changes to these terms

Enterprise Angels may change these Terms and Conditions at any time by posting the amended Terms and Conditions online. You are responsible for reviewing the amended Terms and Conditions. By continuing to access this website, you agree to be bound by the amended Terms and Conditions.

Availability

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

Accessing our site

When providing your personal information over the Internet, you should remember that the Internet is not a secure environment and you do so at your own risk.

Viruses, hacking and other offences

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. 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 our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you could commit a criminal offence under the Crimes Act 1961. 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 right to use our site will cease immediately.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Authorised users may electronically reproduce and store the website’s contents solely for the purposes of viewing the website provided the authorised user complies with all of the confidentiality obligations it owes to Enterprise Angels.

Limitation of our liability

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

– use of, or inability to use, our site; or

– use of, or reliance on, any content displayed on our site.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Your information

When registering as an authorised user you must provide your real name and not impersonate anyone else, including falsely representing an affiliation with another person or organisation. Each registration is for a single individual only, and it is your responsibility as a registered authorised user to prevent unauthorised use of your registration by any other person.

Any personal information collected by Enterprise Angels may be used by Enterprise Angels to provide information to you about the full range of services offered by Enterprise Angels. Enterprise Angels will take steps to ensure your personal information is held securely, and you may request access to, and correction of, all such information by email to admin@Enterprise Angels.co.nz.

You agree that any information, ideas, suggestions or comments you provide to Enterprise Angels through this website will be treated as non-confidential and non-proprietary to you. Such ideas, suggestions and comments will become the exclusive property of Enterprise Angels and may be used by Enterprise Angels in whole or in part in any manner whatsoever without notice or compensation to you.

Contributed content

Enterprise Angels does not actively scrutinise content contributed by users and is not under any circumstances responsible for any content contributed by users. This material may be merely opinion, may or may not be factual, and you should try to verify its authenticity before relying on it. If you are unsure of the accuracy of any user contributed content then you can always contact us on admin@EnterpriseAngels.co.nz.

Users must not contribute content which includes material that infringes intellectual property or privacy rights, breaches
suppression orders or any other laws, or is purposefully inflammatory.

Enterprise Angels has the right to remove any contributed content as it sees fit, and will do so if content violates these Terms and Conditions. In addition to any other rights available to Enterprise Angels and Enterprise Angels at law, your account can be suspended or deleted if you violate these Terms and Conditions.

Links to and from other sites
Enterprise Angels is not responsible for the information on any other site accessed via this website; that information is the responsibility of the owner of that site. Enterprise Angels has no control over it. Links to other sites are provided for convenience only and do not represent any endorsement by our site of the services offered by others.

Please contact Enterprise Angels for prior permission if you wish to create a hypertext link to any page on this website. If you create a link to this website, you remain fully responsible for any consequences of that link, whether direct or indirect and you will indemnify Enterprise Angels against all loss, damage, liability, costs or expense arising from or in connection with the link.

Jurisdiction

These Terms and Conditions are governed by the laws of New Zealand and users submit to the non-exclusive jurisdiction of the New Zealand courts.

Information on this website has been prepared in accordance with New Zealand law for the supply of services in New Zealand only. Therefore, any services referred to in this website are only offered to persons resident in New Zealand.

Privacy Policy

This Privacy Policy explains how Enterprise Angels uses, collects and stores information, how you can access and correct that information and when we might disclose information to other people.

By accessing the Enterprise Angels website, you consent to the collection, use, disclosure, storage and processing of your personal information in accordance with this Privacy Policy.

Enterprise Angels enables you (as a Wholesale Investor) to evaluate and invest in deals and share your support of deals with other like-minded investors. The information that you provide through the registration process will be available to other members. Accordingly, if you have provided your Bio in the details section, this will be viewable by other members. If you do not wish to have your information made available to other members then you are able to make some of your information private by adjusting the privacy settings within your profile.

We will collect information about you during the registration process, from your bio, and through subsequent activity and use of our services.

We may collect, use and disclose your personal information for any of the following purposes:

  • To assess your suitability to become a member of Enterprise Angels;
  • Verifying any information that you give to us;
  • To satisfy any obligation arising from any agreements between you and us or investee Companies;
  • Providing you with information about us, product, services and investment opportunities;
  • Investment in investee Companies, including, without limitation giving your information to investee Companies and other members;
  • Complying with our legal and regulatory obligations or in connection with legal proceedings;
  • Storing, accessing and making information available through our website;
  • Monitoring, operating, and improving the website;
  • Carrying out credit checks on you with a credit reporting agency;
  • Our service providers and others working with us to help us provide, improve and promote our website and our services will have access to your information.
  • Any other purpose permitted under the Privacy Act 1993.

If we disclose your personal information to a credit reporting agency, that agency may hold your information on their credit reporting database and use it for providing credit reporting services and for any other lawful purpose and the agency may disclose your information to their subscribers for the purpose of credit checking or debt collection or for any other lawful purpose.

Enterprise Angels will collect and hold your personal information for as long as necessary to achieve the purposes for which we collected it, and in all cases for periods in compliance with any relevant legislation and regulations.your information. You are entitled to request all personal information that we hold about you by contacting us byemail admin@enterpriseangels.co.nz. If the information held by us is inaccurate, incomplete or not up to date, you may ask us to correct the information.

Confidentiality Policy

All information regarding any investment offers or investee companies obtained through Enterprise Angels is confidential, containing information proprietary to the companies. The information provided and/or received is not to be disclosed to any person outside of Enterprise Angels under any circumstances without the express written permission of Enterprise Angels. By registering as an investor on Enterprise Angels, you acknowledge that you have accepted and will protect the confidentiality of the entrepreneurs/investee companies/investment offers.

You agree to maintain at all times (including beyond any involvement with Enterprise Angels) the absolute confidentiality of any information about Enterprise Angels members and potential investments that you may access as part of the your involvement with Enterprise Angels and which information is not generally available to and known by the public (but not because the Investor or anyone the Investor is responsible for has disclosed it).

You agree not to use, or copy, the Information for any purpose other than making your own investment decision.

You understand and accept that any breach of confidentiality may incur liability for all losses, damages, costs and expenses that may occur as a result of any unauthorised disclosure or misuse of confidential information on the part of the you or any representative or employee of yours.

Conflict of Interest Policy

Given the wide and varied nature of the deals offered on Enterprise Angels, and the wide and varied nature of the experience our Wholesale Investors have in New Zealand businesses, it is possible that conflicts of interest may arise between you and the investee Companies making offers on Enterprise Angels.

You must immediately disclose any conflict of interest (whether real or potential) to us at conflict@Enterprise Angels.co.nz.

If you discover or suspect a conflict of interest, it is your responsibility to refrain from accessing further information on the relevant offer.

This policy is intended to ensure you do not use your position to use commercially sensitive information or to obtain information to achieve financial benefit or other advantage for yourself (excluding an investment through Enterprise Angels) or another close family member, friend, or for another organisation. Family includes anyone related by blood, marriage or domestic partnership.

Risk Warning

The law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. By giving a Wholesale Investor Certificate as a requirement of joining Enterprise Angels, you acknowledge that, the usual rules do not apply to offers of financial products (including debt securities, equity securities and derivatives) made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments.

Make sure you understand these consequences. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

Enterprise Angels does not provide any financial, investment, legal or tax advice or recommendations to potential investors wishing to use our services. Enterprise Angels does not recommend or endorse any company which makes an offer through Enterprise Angels.

You need to carefully consider the risks, make your own assessments of any investment opportunity and seek independent advice before committing to any investment.

Angel investment is very speculative and inherently risky.

Investments typically occur in companies at the beginning of their lives or rapidly growing ventures. It is therefore often difficult to determine the likely success of the investments as they are often at a stage where the product, service or customer proposition is only just being developed and has not been tested in the market. Significant execution risk can also arise as new management teams are built to commercialise the business concepts and the companies seek to scale their operations outside of New Zealand.

There is potential that investors in making investments in investee Companies will lose part or all of their investment as a result of the nature of early stage investment.

Seed and early stage investment:

Investment in seed and early stage private equity has a higher risk than traditional asset sectors and some investments may fail, which may result in a loss of some or all of investors’ capital.

Liquidity Risks:

There is potential low liquidity of the investments that may make it difficult to sell an investment.

Performance:

There is no guarantee of any level of return to investors. There may be no return or returns may be deferred or irregular. Even if the Company is successful, because of the nature of the investee Companies (high growth and reinvestment), there may not be any return for a number of years.
Investment Performance: There is a risk that the investment may perform poorly.

Dilution Risk:

Dilution of an investment may occur as the Company issues new shares and Investors invest in the business. An Investor may not have the capacity or may not wish to invest in a particular Company as it expands. Dilution will therefore occur. Whilst the value of the investment may or may not change as a result of this dilution (this will depend on the success or otherwise of the business), dilution will affect shareholder rights such as voting and value.

 Valuation Policy

EA GP adopts IPEV valuation guidelines to determine portfolio valuations. The IPEV Guidelines can be found here.

Typically, EA GP will adopt “Price of recent investment” techniques. However, in some cases, this is not suitable. The EA GP Investment Committee will consider the valuation of all investee companies at each capital raising round and following the receipt of quarterly reports. The Manager (EA) should provide to the EA GP Investment Committee:

  • updates on portfolio companies so that this information can be used to test the valuations which are based upon the last capital raise round.
  • information on the degree of 3rd party participation in the last capital raise round to strengthen that valuation method.

Further to recommendations submitted by the IC, valuation determinations must be subsequently agreed by the EA GP Board.

To assist in this process, it is proposed that EA GP adopts a series of more specific criteria to assist in investee company valuations. This process is detailed here.