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, Risk warning, and the Investor Agreement.

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.

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 Ltd has adopted the IPEV valuation guidelines to determine portfolio valuations. 

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

“Price of recent investment” – additional valuation criteria

Age of portfolio investment

All investments held for more than 18 months will be reviewed, irrespective of whether there has been a recent investment round or not.

Size of the recent investment

In order to contemplate a revaluation using a recent investment round, the size of the investment round should typically be at least $0.5m, of which at least 50% is from new investors.  If the investment round meets this criteria, then the following must also be met:

  1. Evidence of operational performance to substantiate this value
  2. Evidence that the new investors, or a proportion of them, are commercial investors