OBU FOUNDER

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 (the “Founder”) sign up as a Founder on the OBU Platform.

About OBU

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

OBU is a fintech platform to take women investors and founders – and allies – on an investment journey, to help Founders move forward confidently and make an impact like never before with support from eligible investors.

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. These terms and conditions will apply from the Commencement Date.

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

Amendment 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

Under these terms and conditions, OBU provides the following Services to you:

Access to the OBU Platform
Creates your founder and business profile for the Platform to optimise engagement
Designs and executes a marketing plan for your Raise to include creating assets, hosting a Founders Fireside chat and including you in our social strategy
Helps prepare you for Investor conversations
Provides introductions to Investors via the Platform
Organises fortnightly meetings to share insights and get feedback from your Investor conversations
Optional: provides you with a term sheet, shareholder agreement and articles of association
Optional: completes all necessary filings at Companies House once your Raise has close

For the avoidance of doubt, OBU does not operate a multilateral trading facility.

Defined terms

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

"Commencement Date” means the date that you register an interest in becoming a Founder on the Platform.

"Completion Fee” means the fee payable to OBU in the event that your Raise is successful and is calculated as a percentage of the total sum received from Investors in each Raise (as specified later in these terms).

“Investor” means an angel investor on the Platform;

“Pledge” means any non-binding “soft” commitment that any Investor chooses to make to invest in your company through the Platform;

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

“Founder Criteria” means that your company is:

Built by women and diverse founders
Trading for under 3 years
Limited and registered in the UK
Starting to generate revenue and ready to grow
Looking to raise £100-250k through SEIS, or up to £5m through EIS, by March 2024
Working in fintech, femtech, edtech, AI, food & drink or health & beauty
Able to demonstrate it’s a force for good

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

“Raise” means the investment you are listing on the Platform.

“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 an Investor, or third party provider, we will make best efforts to refer you to the relevant person.

If you remain unhappy with the outcome of a complaint, eligible complainants 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. Professional Clients are not eligible for the Financial Ombudsman Service.

If OBU, an Investor, 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 categorisation

As a Founder, you are requesting to be treated as a Professional Client in respect of the services provided in these terms and conditions. This categorisation shall be applied on the basis of the criteria set in the FCA Conduct of Business Sourcebook.

Please note that we are required to draw your attention to the higher level of protection which is available to parties who elect to be treated as Retail Clients (as defined in the FCA Rules), however we do not deal with Retail Clients and therefore we would be unable to enter into a commercial relationship with you should you elect to be treated as such, and would be unable to access the Platform.

Disclaimers

OBU does not offer investment or fundraising advice to Founders or Investors. Information on the Platform is transmitted for information purposes only and Founders should not construe any such information or other material as legal, tax, investment, financial, or other advice.

OBU endeavours to ensure that the information provided by Investors about their investment capabilities is correct. However, OBU cannot guarantee its accuracy and does not accept liability for errors or missing information. Founders are entirely responsible for all information they provide to us during the due diligence process related to the Raise, including the information available on the Platform about a Raise that are stated as factual. OBU strongly recommends that you consult with a financial advisor before making any decisions relating to your Raise.

OBU acts for Founders in accordance with the services provided via the Platform. OBU does not act on behalf of Investors in relation to Raises on the Platform.. OBU will never advise on the mechanics of, or offer oversight in, any transaction between a Founder and an Investor 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.

Don’t proceed with a Raise unless you are prepared to comply with all obligations relating to it. OBU strongly recommends that you read the risk summary available at https://www.obuinvest.com/warning-loss-of-protection to fully understand the risks associated with this classification of investments.

We hope that by signing up to the Platform, this will result in a successful Raise. However, the decision to invest rests solely with the Investors. Signing up to and using the Platform in no way guarantees you will attract Investors or be successful in your Raise, and therefore we offer no guarantees or warranties, whether implied or express, verbally or in writing, to that effect.

Holding client money and/or assets

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

Liability

We are under no circumstances liable to you, or any third party for the outcome of any Raise or fundraising 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 a Raise.

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; or (iv) any other matter in respect of which liability cannot be excluded or restricted by law or regulation.

Warranties

You represent, warrant and undertake that:

You are solvent.
The information provided to OBU at the outset of this relationship, and on an ongoing basis is true and accurate.
You fulfil the Founder Criteria.
You will notify OBU of all transactions resulting from a Raise.

OBU will verify your compliance with the above requirements. You should only agree to these terms and conditions if you meet the above criteria.

Nothing in this agreement shall preclude OBU from entering into similar arrangements with other Founders, and other persons.

In the event that you do not comply with these warranties, these terms and conditions will be terminated, and you will lose access to the Platform.

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 our respective officers, directors, employees, agents, and representatives against all losses, claims, demands, costs, and expenses arising out of your use of the Platform, from a Raise, or a breach of these terms and conditions.

OBU Platform

Invitation to the Platform

Those that apply to become a Founder on the Platform must have successfully passed our due diligence process, details of which are set out in our due diligence terms and conditions at www.obuinvest.com. You will then be invited to join the Platform as a Founder, subject to OBU’s approval. The due diligence process that OBU will carry out is solely for the purposes of allowing OBU to determine whether you are a suitable candidate to join the Platform as a Founder and shall not be used for any other purposes, unless express permission is given by OBU.

When you sign up as a Founder, we will process the information provided during the due diligence process and ask you to create an account with a username and password. All information we collect will be processed according to our privacy policy, which is available on our Platform.

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.

Successful Raises

The Completion Fees incurred upon successful completion of a Raise, and as detailed within the Term Sheet to the investment, will be charged upon notification of a successful Raise. The Completion Fee will include the disbursements necessary to file the relevant documents at Companies House. A Completion Fee will be charged to and payable by the Founder.

Once the legal documentation relating to a Raise has been signed (including but not limited to a shareholders agreement and articles of association relating to the investment), you are required to notify OBU immediately by written email notification to the following address compliance@obuinvest.com together with copies of the legal documentation that have been signed. At this stage, OBU will issue an invoice to you for the relevant Raise payment (as outlined above) and payment must be made within 7 days of the date of our invoice. OBU reserves the right to charge interest on late payment of invoices at the rate of 4% per annum above the base rate of the Bank of England from time to time, accruing daily from the due date for payment until paid.

For the avoidance of doubt, the Completion Fee will apply in the following circumstances:

The Raise Completion fee of 5.5% will be applied at the end of your Raise period or sooner if you hit your Raise target.
The Completion Fee will apply to all Investors who invest in the Raise and who are not currently known to you i.e. they are not a part of your current network or investors.
The Completion Fee will not apply to Investors who invest in the Raise, who are already known to you.
We rely heavily on trust and transparency for this approach to work.
We ask that all Investors who approach you are directed to join the Platform so that they can make their pledges through the Platform. This allows you to evidence traction and pace which we know is attractive to other Investors.
Where an Investor does not meet the Platform criteria and so is unable to join and invest via the Platform, this does not mean that they cannot invest in the Raise. In these instances, you should bring those Investors into your Data Room and engage with them directly to secure their investment.
We ask that you track all Investors via an Angel Tracker template that we will provide to you.

Unsuccessful Raises: If a Raise reaches its expiry date and has not reached the agreed minimum level, then the Raise will be closed as unsuccessful and no Completion Fee will be payable. You may apply to relist your Raise on the Platform and this will be considered on a case by case basis, decided at our sole discretion.

Accessing the Platform

Once you have been approved to join the Platform as a Founder, you will receive an invite from the OBU team to join and to create your Founder profile for your Raise. You are then able to fully list the details of your company, including logo and banner files, pitch deck, financial summary details and full details of the Raise, and you can use the messaging and calendar booking functionalities within the Platform. This allows you to interact with Investors directly, to explain more about your business, your company, and your plans for growth. Once submitted, OBU will review all content and information uploaded before the profile is made live.

By agreeing to these terms and conditions, you agree that it is your responsibility to maintain your profile on the Platform, including ensuring all information is accurate and up to date.

Access to the Platform will always remain at OBU’s sole discretion and OBU will be entitled to remove any information or content that you upload to the Platform, including your profile in its entirety, which does not comply with these terms and conditions or which OBU does not approve of. Once live, only OBU can edit details of a Raise.

Once the Raise is complete, OBU has no further legal relationship with the Founder.

Terms and fees

When you sign up to the Platform as a Founder, the following fees and charges shall apply to any Raises. We reserve the right to change our Raise fees, but we will notify you in writing of any price change before it happens.

The following fees relate to the provision of services by OBU under these terms and conditions. Please note that you may incur other fees, not charged by OBU, as part of your Raise, including but not limited to, investment fees, conversion rates, tax and legal fees:

Type of fee:

Time period

Pricing:

How are the fees charged:

When are fees charged:

Completion Fee per Raise

From joining the Platform

5.5%

All Raises shall attract a transaction fee of 5.5% plus VAT, based on the value of the investment made.

Upon notification to OBU of a transaction

Platform Features

By signing up to the Platform as a Founder, you may expect access to the following Platform features:

The opportunity to list your Raise to investor members of the Platform, including those that may be eligible for the UK Government Seed Enterprise Investment Scheme (“SEIS”) or Enterprise Investment Scheme (“EIS”).
Access to the messaging and calendar booking functionalities within the Platform to communicate directly with Investors
Access to OBU’s marketing team who will design a marketing campaign specifically for your Raise to include:

A dedicated website page on www.obuinvest.com
An invitation to a fireside chat with OBU
A founder’s feature interview
Creation of social content to promote your Raise which you may share

OBU does not offer investment advice to Investors nor Founders, does not receive or transmit orders on behalf of Founders and does not assist in any due diligence process between Founders and Investors.

The Raise process

Before you list your Raise on the Platform, you and OBU will agree the following:

The minimum level of funding that your Raise must achieve in order for it to be deemed a successful Raise
The period during which your Raise will be open, which is typically 12 weeks but will be agreed between you and OBU. Please note that Raises cannot be open for longer than 20 weeks.
OBU will have final say on the duration of the period that your Raise will be open for, and reserves the right to change such duration at any time without prior notice to you.
If you come across an Investor that would like to participate in a Raise, they must make a Pledge through the Platform provided they are able to meet OBU’s Platform application requirements.

Founders are not permitted to commence or continue a Raise away from the Platform. In the event that OBU discovers or reasonably believes that a Founder has done so, OBU shall be entitled to charge a fee of £5,000 plus VAT, and you shall be required to pay this fee within 7 days of the date of the invoice. Failure to pay on time shall entitle OBU to charge interest at a rate of 4% per annum above the Bank of England base rate, from time to time, accruing daily, until the invoice is paid in full.

Once you have received Pledge(s) in an amount not less than the Raise, you must notify OBU in writing by email to the following address: compliance@obuinvest.com within 24 hours.

As a member of the Platform, you will be provided with the legal documentation (being a shareholders agreement, articles of association and share certificate(s) relating to a Raise) required to be entered into as part of the Raise process. You may choose to use your own legal documentation, however this will be at your own cost and expense.

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.

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).

When you sign up to become a Founder and use the Platform, you are also signing up to receive our email marketing communications from OBU, further details of which can be found in our privacy policy noted above. You can opt out of receiving marketing communications at any time.

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 Raise shall be disclosed at the time of the Raise.

Your responsibilities in relation to the Platform

Provision of information

You will be required to provide information, materials and documents to OBU, to Investors, and to any third parties involved in a Raise, such as those that may undertake HMRC filings and Companies House filings, on behalf of your company.

You warrant to us that all such information, material and documents is complete, accurate, honest and in sufficient detail, and where you become aware of any changes, you will update all parties without undue delay.

Under no circumstances will OBU be liable to you, the Investors, or any third parties for any errors or omissions resulting from incorrect or incomplete information filed with HMRC, Companies House or any third parties. Any rectification of such errors must be undertaken by you at your sole cost and expense.

Where any information or content is submitted to OBU for inclusion on to the Platform, we will determine whether it requires approval as a financial promotion in accordance with the FCA Rules, and we will make the decision as to what is required to satisfy relevant regulatory requirements. This does not relieve you of your responsibility to ensure that materials uploaded to the Platform are accurate and up-to-date.

Non-circumvention

Under no circumstances are you permitted to undertake any activities relating to your Raise, nor are you permitted to complete a Raise independently to the exclusion of OBU, in such a way that would circumvent the intention of these terms and conditions.

If you are approached by an Investor that suggests, requests, encourages or intimates that you do so, you must report this to OBU so that we may contact the Investor and deal with this appropriately.

Conduct on the Platform

We expect all Platform participants to treat each other professionally and with respect. If OBU has reason to believe that you, as a Founder, are behaving in an unacceptable manner towards Investors, when accessing the Platform, including the non-circumvention activities described above, we may remove you from the Platform without notice, refund or liability.

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.

You agree to respond promptly and accurately to all communications, whether these are from OBU, directly from Investors or any third parties involved in effecting a Raise.

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 Founders 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 on the Platform be updated, though every effort is made to ensure that data is accurate, where this is within our control and not based on information provided by you and/or third parties. 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 from the Commencement Date and for 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.

These terms and conditions shall cease to be effective if you are removed from the OBU Platform, the Platform ceases to exist, you breach any rules and requirements set by OBU as to the way in which you conduct yourself on the OBU Platform, and/or if you fail to successfully complete OBU’s onboarding assessment. Your access to the Platform is at OBU’s sole discretion, and can be relinquished immediately, and without prior warning.

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 license, 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 and conditions 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 and conditions 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, a Raise 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