Terms and Conditions

These are the terms and conditions of any of the Silicon Roundabout website, including Angels by Silicon Roundabout, SiliconRoundabout: The Hub, and any services offered by Silicon Roundabout Ventures Ltd (hereinafter SR). These apply when you use SR’s website and / or its services.

This document will inform you about your rights, as well as your obligations,when you use the SR platform. Please read terms and conditions carefully before using SR. Using the SR’s website or its services, means you agree with terms and conditions mentioned in this document.

Great care has been taken in the compilation of these texts. Errors (whether in text or data) cannot always be prevented. In view of this and because of the rapid IT developments, we recommended you to obtain the necessary information. Except for wilful misconduct or gross fault on its part, SR shall recline any responsibility or liability for (the accuracy of) data derived from this website.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us via online or at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom

Effective date: March 1st 2018

Definitions

The following terms are defined in this document as:

  • Service or platform: this website, https://angels.siliconroundabout.tech, and its associated parent domain and platform, https://siliconroundabout.tech, with the associated services / opportunities
  • User or project manager or product promoter: a person or group who creates an account on the website in order to use SR services
  • Supporter / donor: a person who financially contributes to a project or product.
  • Investor: a person who invest in a project, product, or any business related to it.
  • Account holder: a registered user. Can be verified (invited and approved) or unverified (applying for an invitation but not yet approved).
  • Member: a verified and approved Account Holder that has been invited to join our private investors community.
  • Subscriber: an Account Holder who do not have the rights to submit a project / product and is not part of our investors community.
  • Terms and conditions: in this document also called terms of use
  • Posting / posts / projects / products: posting content (text, pictures, graphics, comments, updates, …) on the website.
  • Project / Product Page: place on the website where users post their project or track the ones supported
  • User Page: also profile page, account page or dashboard, where user information regarding projects is displayed (but no personal information).
  • Privacy policy: the use SR makes of the user data and information.
  • User Submission: anything a user uploads, writes, or links without appropriate reference to the SR website

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the angels.siliconroundabout.tech and/or siliconroundabout.tech websites (depending on which one or ones the notice is more relevant for), by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.

If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

SR takes the privacy of its users very seriously. For the current SR Privacy Policy, please see our Privacy Policy page.

Note: The US Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.

If you believe that a child under 13 may have provided us personal information, please contact us.

What are the basics of using SiliconRoundabout?

You may be required to sign up for an account, and select a password and user name (“SR UID”). You promise to provide us with accurate, complete, and updated registration information about yourself.

You may not select as your SR UID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.

You may not transfer your account to anyone else without our prior written permission. You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorised to use the Services.

We can’t and won’t be responsible for your using the Services in a way that breaks the law. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Your use of the Services is subject to the following additional restrictions: You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

(a) Infringes or violates the intellectual property rights or any other rightsof anyone else (including SR);

(b) Violates any law or regulation, including any applicable exportcontrol laws;

(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory,obscene, or otherwise objectionable;

(d) Jeopardises the security of your SR account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) Runs Mail lists, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i) Copies or stores any significant portion of the Content;

(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to theServices.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are the general terms to invest through Angels by Silicon Roundabout / Silicon Roundabout Ventures

Investors on Angels by Silicon Roundabout must be certified.Investors self-report their certification status during sign up. Access to deal-by-deal investing also requires evidence of sophistication that we verify only for Premium Members. We expect that investors participating in Angels by Silicon Roundabout Syndicates have made two or more direct investments in technology startups and/or that their verifiable net worth can be classified as “high” according to the Financial Conduct Authority (FCA) guidelines.

Angels by Silicon Roundabout reviews investor applications on a month by month basis.

Angels by Silicon Roundabout does not charge its members to invest in a startup. There are no setup nor ongoing management fees either.

Angels by Silicon Roundabout charges startups a minimal success fee on any money raised to pay for costs such as state regulatory agencies, payment processors, and operations. Angels by Silicon Roundabout does not profit from these fees.

Angels by Silicon Roundabout as a business has a long-term strategy that rewards only profitable investments. We keep our ‘skin in the game’ by charging a carry – normally 20%, unless a different amount is specified on a specific deal. Carry is a cut of positive returns generated by the investment. Example: let’s say you invest £50,000 in a syndicate with 10% carry. If the investment returns £500,000, the syndicate would earn £45,00 in carry. 10% * (£500,000 – £50,000).

If you invest on an individual deal, you accept that it is up to you to carry out your own independent due diligence (DD). We publish documents that we receive from startups and that we believe to be correct to the best of our knowledge. Any other document or summary you will find in our DD packages is based on data gathered from the market and from the startups. It should in no way be taken “at face vale” since in most cases it is data based on forecasts, predictions and entrepreneurial objectives (thus NOT guaranteed nor leagally binding).   

By investing in a startup presented on this platform, you accept that is is your responsibility to assess each company and the information we collect and organise. You accept and pledge to use your own judgment and never invest without consulting your financial advisor or carrying out your own DD independently.

Since we are a platform strictly for professional and accredited investors, we do expect members to be able to take informed decisions on the high-risk investment opportunities we publish on our platform for members to inspect.

Returns are never guaranteed and investments in early-stage, private companies are high-risk and illiquid. It is advisable to consult with your financial advisor to determine if venture assets are a sensible addition to your portfolio strategy.

By using this platform as a vehicle to source startup companies, access informative documents about them and invest in them you accept to be doing so at your own risk.

Nor this platform, nor its members, nor Silicon Roundabout Ventures are a provider of investment products.

Startup companies looking to raise private equity investment use this platform and SRV to publish information about themselves. You understand and accept that SRV, this platform and the services provided herein should be considered as a “window” to discover startups and read opinion articles and documents produced by the startup companies about themselves.

It is entirely your choice whether to invest in these companies or not and, whilst SRV may facilitate the technical process, this is a transation to be strictly considered as taking place between you and the company. No activity nor services by this platform, its members and/or SRV is to be intended as financial intermediation.

What are my rights on Angels by Silicon Roundabout?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.

You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate,publish, broadcast, transmit, distribute, perform, upload, display, license,sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including SR’s) rights.

You understand that SR owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content: please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to SR or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.

Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant SR a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below.

This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal SR account, in a manner that is not viewable by any other user except you (a “Personal UserSubmission”), you grant SR the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant SR the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so.

Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant SR the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all SR users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with SR’s business for any purpose, provided that SR will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services.

Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your SR account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from SR’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that SR, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What else do I need to know?

Warranty Disclaimer – Neither SR nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.

We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through theServices. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from SR or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).

THE SERVICES AND CONTENT ARE PROVIDED BY SR (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT,CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SR (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE,ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) £100 OR (II) THE AMOUNTS PAID BY YOU TO SR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. S

OME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

To the fullest extent allowed by applicable law, You agree to indemnify and hold SR, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without SR’s prior written consent.

We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law / Arbitration

These Terms are governed by and will be construed under the laws of England and Wales, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in the courts of England, United Kingdom, in English, in accordance with the local as well as applicable international legislation (in case of conflict, the fist shall prevail).

Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state courts located in, respectively, England and Wales, in the United Kingdom. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ANDSR ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the SR may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

You and SR agree that these Terms are the complete and exclusive statement of the mutual understanding between you and SR, and that it supersedes and cancels all previous written and oral agreements,communications and other understandings relating to the subject matter of these Terms.

You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of SR, and you do not have any authority of any kind to bind SR in any respect whatsoever. Except as expressly set forth in the section above regarding the Apple Application,you and SR agree there are no third party beneficiaries intended under these Terms.

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