OBU ANGEL PLATFORM

TERMS AND CONDITIONS

Last updated December 2023.

These are the terms and conditions of OBU Ltd, a company registered in England and Wales under company number 11698933 with its registered office at 14-16 Bridgford Road, West Bridgford, Nottingham NG2 6AB. These terms and conditions set out the terms under which you sign up as an Investor on the OBU platform.

About OBU

We created OBU to level the playing field for female entrepreneurs, by providing more women and ally investors with a practical platform to invest in them. 

OBU is a fintech platform, to provide female founders access to women investors - and allies - and support the journey to investment, providing investors with the opportunity to explore investments, move forward confidently and make an impact like never before.

OBU Ltd (FRN 993433) is an appointed representative of Khepri Advisers Limited (FRN 692447), which is authorised and regulated by the Financial Conduct Authority (“FCA”).

Acceptance of Terms and Conditions

By signing up to use the Platform, you are accepting these terms and conditions, and a legally binding contract is formed between you and us. You are bound by these Terms and Conditions in relation to your use of the Platform, and your participation in Raises. If you don’t accept these terms and conditions, you cannot sign up to the Platform. You also agree that you are not considered a client of OBU. The founder is the client of OBU throughout any investment transaction. Investments are only available to persons who fall within certain categories of investor who are eligible to invest in accordance with any legal or regulatory requirements relevant to the investment. 

Amendments to these terms and conditions

We may amend these terms and conditions from time to time, and such amendments will apply to your use of the Platform. We therefore encourage you to regularly check them. 

Services

OBU Ltd is acting only for the Founders in connection with the transaction and not for the recipient (Investor’s) of the Founders pitch deck, term sheet or financial summary (the “Marketing Materials”) or for any other person and shall not be responsible to the recipient of the Marketing Materials for providing protections afforded to clients of OBU Ltd or advising such recipient in relation to any Transaction.  Each Investor hereof should make an independent assessment of the merits of pursuing a Transaction and should consult its own professional advisers. 

For the avoidance of doubt, OBU does not operate a multilateral trading facility. Its services to Investors do not amount to arranging (bringing about) deals in investments, or making arrangements with a view to transaction in investments, as defined within applicable laws and regulations.

OBUs services to Investor’s are limited to:

  1. Providing access to the OBU platform

OBU provides Investors with access to the Platform, in accordance with these T&Cs. Read on to the OBU Platform section of these terms and conditions.

  1. Passing information, such as the Marketing Materials, between you and the Founder’s

OBU provides Marketing Materials for Investors to view via the Platform. Investor’s may then utilise the Platform to communicate with Founders, and indicate their interest to invest, subject to availability.

The content of the promotions displayed on the platform has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. The party sending this communication is not acting for or providing services to the recipient, and will not be responsible for providing the recipient with the protections afforded to its clients, and the party sending this communication is not providing the recipient with any advice on the transaction which may follow this promotion.  Reliance on the promotions displayed on the platform for the purpose of engaging in any investment activity may expose a person to a significant risk of losing all of the property or other assets invested. These communications are exempt from the general restriction (in section 21 of the Act) on the communication of invitations or inducements to engage in investment activity on the ground that they are made to the following:

  • persons having professional experience in matters relating to investments and that any investment or investment activity to which it relates is available only to such persons, or will be engaged in only with such persons; 

  • a certified high net worth individual that meets the requirements in Section 48 of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

  • a self-certified sophisticated investor that meets the requirements in Section 50A of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

  • a high-net-worth company, unincorporated associations, trust, etc that meets the requirements in Section 49 of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Persons who do not have professional experience in matters relating to investments should not rely on the communications.

If you are in doubt about the investment to which the communication relates you should consult an authorised person specialising in advising on investments of the kind in question.

If you need to contact us at any time, please email us at help@obuinvest.com. 

Defined terms

The following expressions used throughout these terms and conditions will have the following meanings:

"Collective” means the OBU Angel Collective online network created by OBU to support new members in their investment journey; 

“Deal” means any investment or proposed investment which you make or intend to make with any investee company through the Platform;

“Investor” means you, as an angel investor, or a prospective angel investor and recipient of Marketing Materials on the Platform;

“Marketing Materials” means the Founders pitch deck, term sheet and financial summary made available via the Platform, also referred to as “communications” and “promotions”;

“Pledge” means any non-binding “soft” commitment that you choose to make to invest in an investee company through the Platform;

“Founder” means each founder of a business that is seeking investment through the Platform;

“Platform” means the OBU platform to which you will sign up as an Investor;

“OBU” (or “we”) means  OBU Ltd, a company registered in England and Wales under company number 11698933 with its registered office at 14-16 Bridgford Road, West Bridgford, Nottingham NG2 6AB


Complaints

We have established procedures in accordance with applicable rules for the effective consideration of complaints. If you have an issue with using the Platform, or any other complaint, please contact OBU at complaints@obuinvest.com. Our complaints handling policy is available on request. If we incorrectly receive a complaint relating to a Founder, or third party provider, we will make best efforts to refer Investors to the relevant person.

If you remain unhappy with the outcome of a complaint, you may be able to refer the complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567, or email a complaint to complaint.info@financial-ombudsman.or.uk. Further information, including information about eligibility for the Financial Ombudsman Service, is available at www.financial-ombudsman.org.uk. OBU cannot guarantee eligibility. 

If OBU, the Founder, or a third party provider, owe you money in connection with services provided to you and are unable to pay it, then you may be entitled to compensation from the Financial Services Compensation Scheme (FSCS), up to a maximum of £85,000 (subject to change over time). For more information, including information about eligibility, you can contact the FSCS in writing at 10th Floor, Beaufort House, 15 St Botolph Street, London, EC3A 7QU or by going to www.fscs.org.uk

Client Relationship and Investor Protections

OBU does not act on behalf of Investors in any circumstances. OBU will never advise on the mechanics of, or offer oversight in, any transaction between an Investor and a Founder resulting from correspondence initiated on the OBU Platform or any other transaction. OBU will never be involved, or a party to, contracts between Founders and Investors.

Investor’s on OBU’s platform are considered to be corporate finance contacts. This means that investors are not considered to be clients of OBU’s, and therefore OBU are not acting for Investors, and will not be considered to be responsible for providing protections afforded to clients of OBU.

Disclaimers

OBU does not offer investment advice to Investors. Information on the OBU Platform is transmitted for information purposes only and Investor’s should not construe any such information or other material as legal, tax, investment, financial, or other advice. OBU strongly recommends that you consult with a financial advisor before making any investment decisions.

Accuracy of information: OBU endeavours to ensure that the information on the Platform about investment opportunities is correct. However, OBU cannot guarantee its accuracy and do not accept liability for errors or missing information. Investor’s are entirely responsible for evaluating the investment opportunities listed on the Platform, including the information available on the Platform about investments that are stated as factual. 


High risk investments 

Don’t invest unless you are prepared to lose all the money you invest. All investments on the OBU Platform are high-risk investments and you are unlikely to be protected if something goes wrong. OBU strongly recommends that users read the risk summary available at www.obuinvest.com/fca-disclaimer to fully understand the risks associated with this classification of investments.

Links from the platform

Links from the Platform to other websites are for information only. We don't control them and don't accept responsibility for other websites, or any materials found upon them or any loss you suffer from using them.

Holding money and/or assets

The arrangements for holding Investor money and custody of investments may change from one Deal to another, but OBU does not offer this service to any party participating in a Deal. 

Liability 

We are under no circumstances liable to you, or any third party for the outcome of any investment decision you may take through the Platform or otherwise.

We won’t be liable to you, whether in contract, tort (including negligence), breach of, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and us, including but not limited to your use of the Platform or arising from the investment.

Our total liability to you for all other losses arising out of or in connection with the contract between you and us, whether in contract, tort (including negligence), breach of, or otherwise, shall be limited to £1,000. 

Nothing in these terms and conditions seeks to limit or exclude our liability for: (i) death or personal injury caused by our negligence (including that of our employees, agents or subcontractors); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 (as may be amended, modified or replaced from time to time); or (iv) any other matter in respect of which liability cannot be excluded or restricted by law or regulation.

Indemnification

This clause contains an indemnity, which is a legal promise to compensate someone for the losses they have incurred because of the actions of another. You agree to indemnify us, our affiliates, and their respective officers, directors, employees, agents, and representatives against all losses, claims, demands, costs, and expenses arising out of your use of the Platform, from any investment you make, or a breach of these terms and conditions. 

OBU Platform

Creating an account

In order to register for an account, you will need to apply. We reserve the right to reject applications, on grounds such as we see fit, including, but not limited to; your knowledge, understanding of the investment opportunities, your financial status, your jurisdiction, and your capacity to be bound by these terms. 

It is free to create an account on the Platform. If you choose to create an account, you must be at least 18 years old and have legal capacity to enter into a legally binding contract with us. This is because you will at all times be bound by these terms and conditions and our privacy and cookies policy. 

Your application to become an Investor should be completed in the name of the same individual that will access and potentially invest. You will remain completely responsible for all activities on your account, so you should keep your login details private and not share them with any other person. 

When you sign up to apply to be an Investor, we will ask you to create an account with your email and password. We will also ask you for various pieces of information, including your name, email address. All of this information will be processed according to our privacy policy, which is available on our website. 

We will also ask you to complete an application, where we will undertake know-your-customer and anti-money laundering checks on you (we are legally required to do this). These checks will be undertaken by a third-party company, Onfido, and you will be required to submit your ID to them for verification checks.

You will also be taken through an investor certification process to comply with regulatory requirements. You will be asked a series of questions in order to categorise you as an investor under UK regulatory rules. Finally, you will be asked to take an investment assessment, which is intended to categorise you as a particular type of investor (retail or professional).  Only eligible investors will be given access to the Platform.

In accordance with regulatory requirements in respect of the types of investments available on the OBU Platform, a 24-hour “cooling-off” period will apply between you completing these various steps before you may access the Platform. 

Please note that you are not considered a consumer under these terms and conditions, and consumer rights do not apply.

Founders may apply additional registration requirements in order to be eligible to invest in a specific Deal.

Collective membership

When you create an account on the Platform, you will also automatically become a member of the Collective.  Membership to the Collective is free and provides a way for you to learn and to be inquisitive about angel investing and decide whether it is a good fit for you.

As a member of the Collective, OBU offers a variety of benefits, which could include (but are subject to change):

  • quarterly in-person meet-up/events which will be open to members of the Collective and our Obu Platform members. Tickets to these events will be limited and will incur a fee

  • live webinars and fireside conversations with founders and angels

  • pre-recorded content

  • information downloads and newsletters

Membership of the Collective is subject to separate terms and conditions, which can be found here – https://www.obuinvest.com/obu-angel-collective-terms-and-conditions

Should you fail to pass the investment assessment required in order to access the Platform, you will remain a member of, and continue to have access to, the Collective, and those terms and conditions will continue to apply to you during that time.  You may then be able to re-apply to join the Platform at a later date.


Accessing the Platform and "Pledging” an interest to invest

Once Investors have been approved to join the Platform, you will be invited to create your Investor Profile. You are then able to browse Deals and use the messaging and calendar booking functionalities within. This allows you to interact with the Founders directly, to learn more about their businesses.

You acknowledge and agree that you are responsible for ensuring the content of your profile on the Platform is accurate and kept up to date.

If you come across a business you would like to invest in on the Platform, you can make a Pledge through the Platform, in accordance with investment terms applicable to the Deal. Once the Founder hits their target and/or meets the relevant timeframe stated on the Platform, the Founder will invite Investors who made a Pledge to sign the shareholders agreement and accompanying legal documentation via an online electronic signing platform. The Investor is then required to transfer funds directly to the investee company’s bank account. 

Whether a Founder chooses to accept an Investor’s Pledge to invest will be at their own discretion. Deals are subject to availability, and may become oversubscribed. Unless stated otherwise, the allocation for each Deal is based on a first-come-first served basis.

All Deals will be governed by the terms of the shareholders agreement and articles of association , and any other applicable underlying legal documentation you are required to acknowledge as part of an Investor’s application to invest.

Following the completion of any Deal, OBU shall have no further obligations to you in respect of such investment.

Platform Features

By signing up to the Platform as an Investor, you may expect access to the following Platform features:

  • A selection of Deals to invest in the shares of early-stage, private companies, all of which are capable subjects of the UK Government Seed Enterprise Investment Scheme (“SEIS”) for eligible investors.

  • OBU Invitation to focus groups which will directly influence how the Platform evolves over time

  • Access to fundraises with a minimum investment amount, according to the Deal

  • Opportunity to access to our live events


Privacy

Our authority for data protection is the UK Information Commissioner’s Office: https://ico.org.uk 

We have implemented, and maintain, safeguards to ensure the protection and security of the information that is uploaded to the Platform or that we need to deliver our services to you. We comply with applicable data protection legislation, including the UK Data Protection Act 2018 (as may be amended, modified or replaced from time to time). For more information on how we process and store personal data, please see our privacy policy and cookies policy (https://www.obuinvest.com/privacy-policy).

Conflicts of interest

OBU has in place processes and procedures to ensure that conflicts of interest, and potential conflicts of interest, are identified and managed. Our conflicts of interest policy is available on request.

Any conflicts which are specific to a particular Deal shall be disclosed at the time of the Deal.

Your obligations in relation to the Platform

Conduct on the Platform

We expect all Investors to treat each other professionally and with respect. If OBU has reason to believe that Investors are behaving in an unacceptable manner, when accessing the Platform, towards Founders, or if you attempt to take Deals off the Platform so as to circumvent these terms and conditions, we may remove you from the Platform without notice and without entitlement to a refund.

By proceeding to use the Platform, you may use the legal documentation (including but not limited to a shareholders agreement and articles of association relating to the investment) which may be provided to you as part of the investment process.  

You agree to respond promptly and accurately to all communications, whether these are from OBU or directly from a Founder.

Use of the platform

The information contained on the Platform is not directed to, nor intended for, distribution or use by any person or entity in any jurisdiction where the publication or availability of the Platform, or such distribution or use, would be contrary to local laws or regulation. You should not access the Platform/information on the Platform if you know that the access would contravene applicable, local, national or international laws. The Platform is for use by Investors based in the UK only.

You have permission for temporary use of the Platform, but we can withdraw or change the Platform at any time without telling you and without being legally responsible to you. You are only eligible to use the Platform if you are at least 18 years of age, or have capacity to form a binding contract, and if you are not a user barred from accessing the Platform under applicable law. Your use of the Platform must not violate any applicable law or regulation. 

You must treat all identification codes, passwords and other security information as confidential. If we think you have failed to keep confidentiality, we are allowed to disable any security information (including your passwords and codes). 

Only use the Platform as allowed by law and these terms and conditions. If you don't, we may suspend your usage, or stop it completely.

OBU is not obliged to ensure that information pertaining to Deals be updated, though every effort is made to ensure that data is accurate. We are not liable for any technical errors, maintenance, work, damage, wrongful use, unauthorised access to the Platform, or any content you upload to the Platform.

Under these terms and conditions, OBU is not liable for any malware including viruses transmitted through use of the Platform.  

We are providing the Platform to you “as is” and “as available”, without warranty of any kind, express or implied.

We do not warrant that your use of the Platform will be uninterrupted or error-free. We are not responsible for any loss or damage suffered as a result of any interruptions or errors, and you acknowledge that the Platform may be subject to limitations, delays or other issues.

We are also not liable for any third party content on the Platform, and do not endorse what this content may contain.

These terms and conditions remain effective so long as you use the Platform unless they are amended by OBU in which case they cease effect immediately before the following replacement terms come into force unless stated otherwise.

Misuse of the Platform

If you commit a criminal offence under a law called the Computer Misuse Act 1990 (or any law that amends or replaces it from time to time), your right to use the Platform will end immediately. OBU will report you to the relevant authorities and give them your identity.

Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.

You must not try to get access to the Platform or server or any connected database or make any 'attack' on the Platform. We won't be legally responsible to you for any damage from viruses or other harmful material that you pick up via the Platform.


Our intellectual property rights 

Except where stated otherwise, OBU is the owner or licensee of all intellectual property rights in the Platform (for example the copyright and any rights in the designs) and in any of the material posted on it. They are protected by copyright.

You are allowed to print one copy and download extracts of any page on the Platform for your personal reference, but not for commercial use without a licence from us or for demonstration purposes without the explicit permission of OBU. You are not permitted to licence, sell, rent, lease, transfer, assign, distribute, exploit or otherwise make any documents or online resources from the Platform available to any third party.

If you breach these terms and conditions, you lose your right to use the Platform, and must destroy or return any copies you have made.

General

These terms are personal to you and so you can’t assign, transfer, or sub-license any rights or obligations under them to anyone else. We have the right to assign, transfer, or delegate any of our rights and obligations under these terms without your consent. If we do this, we will notify you by email or by posting a notice on the Platform. 

These terms and conditions and any documents referred to within these terms and conditions represent the entire agreement between you and us with respect to the Platform, the investment or anything else in these terms and conditions. They supersede all other communications and proposals (whether oral, written, or electronic) between you and us with respect.

We may remove your rights of access to the Platform at any time should you breach these terms and conditions, without any further liability to you. 

If any part of these terms and conditions is or becomes invalid, illegal or unenforceable, it is deemed to be deleted, and the rest of these terms and conditions shall remain in full force and effect.

No third parties are provided with any rights under these terms and conditions, and the Contracts (Rights of Third Parties) Act 1999 does not apply.

Either party may give notice to the other party by sending an email to the last email address notified to the other party. Time of delivery is deemed to be the time of transmission. This shall not apply to the delivery of legal proceedings.

These terms and conditions, and any non-contractual obligations arising hereunder, shall be governed and construed in accordance with the laws of England and Wales, and the English courts shall have exclusive jurisdiction to deal with any dispute arising hereunder.

Termination

We reserve the right to terminate these terms and conditions, and your access to the Platform, with immediate effect in the event that you suffer from an insolvency or threatened insolvency event, or where you are in material breach of these terms and conditions.