Terms and conditions
These Terms and Conditions govern the use of this Website by Users and the provision of Services by GoBeyond, unless otherwise expressly provided.
These Terms and Conditions are divided into three parts:
i. Part 1: General Terms and Conditions for Users, shall apply to all Users; and
ii. Part 2: Terms and Conditions for Investors, shall apply solely with respect to Investors; and
iii. Part 3: Terms and Conditions for Start-Ups, shall apply solely with respect to Start-Ups.
All appendixes annexed to these Terms and Conditions shall be deemed to form an integral part hereof and shall be read in conjunction with these Terms and Conditions.
Part 1: General Terms and Conditions for Users
1. About GoBeyond
1.1 GoBeyond is a wholly-owned subsidiary of Go Beyond Investing AG, a company registered and incorporated under the laws of Switzerland having company registration number CH-020.3.038.906-6 and registered office at Technoparkstrasse 1, Zurich 8005, Switzerland. Go Beyond Investing AG is a fintech company transforming angel investing into a new scalable asset class for small and large, novice to experienced investors.
1.2 GoBeyond does not conduct any licensable activity and accordingly is not a licensed or supervised entity. In this regard, Users shall not use GoBeyond or the Website to market services, particularly investment advisory services, which may subject GoBeyond or the Services to supervision by any regulatory authority.
1.3 GoBeyond shall in no event be liable for any damages or losses which may be incurred by Users, save to the extent permitted by law.
2. Scope and Application
2.1 Persons may choose to register as Users with the Website and create an Account in order to make use of all or some of the Services offered by GoBeyond.
2.2 Any User who creates and / or operates an Account in the name of and for and on behalf of another person, represents that (i) he/she/it is the rightful representative of the other person in whose name he/she/it has created and / or operates the Account in question, and (ii) has been duly authorised to create and / or operate the Account in the name of and for and on behalf of such third party.
2.3 By accessing the Website and / or creating and / or operating an Account, Users agree and undertake to abide by the Terms and Conditions at all times. Users who use the Website and / or open and / or operate an Account shall be deemed to have read and understood the Terms and Conditions, the Risk Warnings, the Disclaimer and the Privacy Notice and declared their consent thereto. Any User who does not agree to be bound by these Terms and Conditions, the Risk Warnings, the Disclaimer and the Privacy Notice shall not use the Website nor maintain nor operate an Account.
2.4 These Terms and Conditions shall remain applicable on an indefinite basis for as long as there remains an Account opened in the name of and / or operated by the User in question, or unless otherwise provided in terms of these Terms and Conditions or any other agreement which may be entered into between the User and GoBeyond.
2.5 GoBeyond retains the right to edit, disable or cancel any Account or part thereof on the provision of a minimum of 20 days’ written notice to the User, in the event that GoBeyond deems that the opening or operation of an Account is in breach of these Terms of Conditions.
2.6 GoBeyond retains the right to amend these Terms and Conditions as and when it deems fit and at its sole discretion. Upon amending these Terms and Conditions, GoBeyond shall cause an alert notification to be made on the Website automatically upon the first login on the Website by each User following any such amendment to the Terms and Conditions. Users who continue to use the Website and / or have an account opened in his/her/its name and/or operate an Account after an amendment to these Terms and Conditions and after having received such alert notification, shall be deemed to be fully aware of the revised Terms and Conditions and shall be bound by such revised Terms and Conditions.
2.7 Each User warrants and undertakes that his/her/its use of the Website and / or the opening and / or the operation of an Account and / or the participation in any transaction in connection with the Services are not contrary to any applicable law or regulation in his/her/its jurisdiction or would subject GoBeyond to any supervision and / or registration and /or licensing requirements in such jurisdiction.
“Account” means an account created or used by a User on the Website;
“Confidential Information” means any information of whatever nature, including information relating to data, experience, trade secrets, algorithms, ideas, know-how, computer systems and computer software, future projects, business development or planning, commercial relationships and negotiations and the marketing of goods and services (including customer names and lists, sales, targets and statistics) used in or otherwise relating to the business, customers or financial affairs of the Start-Up or any member of the group of companies which it forms part of, which may be disclosed by the Start-Up to GoBeyond or the Investor or any other receiving party, whether in writing, orally, visually, in the form of samples, models or otherwise. Confidential Information means also all notes, analyses, compilations, studies, interpretations or other documents prepared by GoBeyond, the Investor or any other receiving party which contain, reflect or are based upon, in whole or in part, the information furnished to GoBeyond, the Investor or any other receiving party.
“Deal Leader” shall mean, with respect to each respective investment, such natural or legal person appointed by Investors pursuant to Part 1, clause 7 below;
“Disclaimer” shall mean the disclaimer issued by GoBeyond and which is available on the Website;
“GoBeyond” means Go Beyond Limited, a company registered and incorporated under the laws of Malta having company registration number C 28207 and registered office at 2, Triq G. Farrugia, Zebbug ZBG4351 Malta, its assignees and successors in title;
“Investor” shall mean a person interested in investing in early-stage businesses and start-ups and the term “Investors” shall be construed accordingly;
“Relationship Manager” shall mean, an individual that may be appointed by GoBeyond to act as a liaison officer between GoBeyond and the User, throughout the lifetime of the relationship governed by these Terms and Conditions or set out in any other agreement which may be entered into between the User and GoBeyond, and who will coordinate and facilitate the processes and operations required as agreed between GoBeyond and the User.
“Services” shall mean the services provided by GoBeyond, which include but are not limited to those services set out in Appendix A of these Terms and Conditions;
“Start-Up” shall mean an early-stage business and start-up and the term “Start-Ups” shall be construed accordingly;
“Syndication Investor” shall mean any syndication investor who may be appointed from time to time by GoBeyond for the purpose of facilitating Investors’ investments in Start-Ups on an indirect basis. The term “Syndication Investors” shall be construed accordingly;
“Terms and Conditions” shall mean these terms and conditions for use of service issued by GoBeyond;
“User” means a registered user of the Website;“Website” means the website operated by GoBeyond, available at https://www.integrityfirstcap.com/.
4. Other agreements
4.1 During the course of a User’s use and operation of an Account, he/she/it may enter into separate agreements with GoBeyond regulating the substantive terms of a User’s use of the Services.
4.2 These Terms and Conditions, as may be amended, shall continue to apply and remain in full force and effect after the entry into any other agreements with GoBeyond such as those mentioned in clause 4.1 above. In the event of a conflict between these Terms and Conditions and the substantive agreements referred to in clause 4.1, the substantive agreements referred to in clause 4.1 above shall prevail.
5. Replacement of previous memberships
5.1 These Terms and Conditions shall apply to all new Users who were not previously members of GoBeyond’s network.
5.2 All previous members may, subject to the prior consent in writing of GoBeyond, retain their current membership with GoBeyond until the date of expiry of their current membership. Previous members shall inform GoBeyond in writing whether they would like to retain their current membership in terms of this Part 1, clause 5.2 or otherwise by not later than one month from the date when they were informed of the entry into force of these Terms and Conditions.
5.3 All previous members who do not opt to retain their current membership with GoBeyond in accordance with Part 1 clause 5.2 above shall, on the expiry of the aforementioned one month period, have their current membership cancelled and shall be deemed to become each a User and subject to these Term and Conditions.
5.4 Upon the expiry of each previous member’s current membership, such member shall, automatically and unless he/she/it has provided written notice to GoBeyond as set out in Part 1 clause 5.2 above, have his/her/its current membership cancelled and shall be deemed to have become a User.
6. Duties of GoBeyond
6.1 Subject to and without prejudice to any other duties of GoBeyond which may be set out in these Terms and Conditions, in providing the Services, GoBeyond undertakes to use its best endeavours to provide Users with complete and accurate information. Notwithstanding the provisions of this clause 6.1, Users are advised to seek their own independent legal, tax and financial advice before taking any decision in connection with the Services offered by GoBeyond.
6.2 With respect to any events which may be organised by GoBeyond as set out in Appendix A of these Terms and Conditions, GoBeyond retains the right to change or cancel any event upon the provision of reasonable written notice to Users in the event of:
i. GoBeyond determining that there have been no or insufficient registrations for that particular event; or
ii. There existing or arising unforeseen circumstances which would render the holding of such an event disproportionately onerous on GoBeyond.
6.3 GoBeyond shall be under no obligation to re-schedule the cancelled event at a later date.
7. Appointment of a Deal Leader
7.1 Users agree and accept that a Deal Leader shall be appointed by a syndicated group of Investors on the following occasions:
i. In the event of such syndicated group of Investors seeking to invest in a particular Start-Up. Such appointment shall be effective from the pre-investment round stage until the conclusion and execution of such particular investment round; and
ii. In the event of such syndicated group of Investors investing in a particular Start-Up on an indirect basis as is set out in Part 2 below. Such appointment shall be effective immediately after the conclusion and execution of such particular investment and on an on-going basis thereafter.
With respect to the investment in a particular Start-Up, the Deal Leader appointed in terms of clause 7.1(ii) above may be the same person appointed in terms of clause 7.1(i) above.
7.2 The Deal Leader shall be appointed for the purpose of exercising each Investor’s voting and representation rights attaching to the relevant securities being invested in and to act as the prime point of contact between the Start-Up, the Investors and the Syndication Investor.
7.3 The appointment of a Deal Leader shall be made following a majority decision of:
i. the Investors seeking to invest in a particular Start-Up, with respect to the appointment pursuant to clause 7.1(i) above;
ii. the Investors who have invested in a particular Start-Up on an indirect basis, with respect to the appointment pursuant to clause 7.1(ii) above.
7.4 It is agreed and understood that the appointment of a Deal Leader shall be regulated by means of a separate Deal Leader Agreement.
8. Payment of fees and expenses
8.1 The creation of an Account shall be free of charge, however fees may become payable in accordance with the terms and conditions of any Service which may be offered by GoBeyond or in terms of any separate agreement which may be entered with GoBeyond.
8.2 GoBeyond undertakes that, so far as reasonably possible, it shall inform Users in advance in the event of any activity, transaction or event being subject to any fee, charge or other expense.
8.3 Users shall be bound to pay the fees and expenses which may be applicable for any chosen Service.
8.4 In the event of any outstanding fees or expenses remaining due by a User to GoBeyond, GoBeyond retains the right, at its sole discretion, to terminate any Service offered to such User and / or to discontinue from the provision of any further Service to the User and / or to terminate such User’s Account.
8.5 The fees and charges set out in Our Pricing section on our website do not cover:
i. Any airfare or other travelling expenses which may be incurred by a User;
ii. Expenses or professional fees which may be due to any third party, including third party professional advisors;
iii. Expenses or fees which may be due to the Syndication Investor for services not included in GoBeyond’s investment monitoring service.
8.6 GoBeyond reserves the right to recover any outstanding fees or expenses which may be due from an Investor by retaining all or such amount from the proceeds to be received by such Investor upon the termination of a particular investment and the exit from such Start-up. GoBeyond undertakes to inform such Investor in writing in advance of it retaining such proceeds as set out in this clause 8.6.
8.7 GoBeyond reserves the right, at its sole discretion, to alter any fees or charges set out in Our Pricing section on our website. In such an event, GoBeyond undertakes to give Users written notice of such change at least one month in advance of the entry into effect of such change.
9. Confidentiality obligations of the Investor
9.1 The Investor undertakes, in respect of Confidential Information which may be disclosed to it:
(i) To treat and keep such Confidential Information secret and confidential;
(ii) Except without the prior written consent of the Start-Up, being the disclosing party, not to, directly or indirectly, make, cause or allow to be made any communication or disclosure (whether in writing or orally or in any other manner) of such Confidential Information to any third party, and provided that such disclosure is made solely for the purpose of facilitating the Investor’s investment in the Start-Up and then only on the understanding that such third party is made aware of and undertakes to obverse the confidentiality provisions of these Terms and Conditions. Any third party means any individual or company other than the Investor, GoBeyond or the Syndication Investor;
(iii) Not to use such Confidential Information otherwise than for the purpose of investing in the Start-Up, unless such use is specifically authorised in writing by the Start-Up, and in particular, the Investor shall not use the Confidential Information for any competitive or commercial purpose;
(iv) To protect such Confidential Information, whether in storage or in use, with the same degree of care as the Investor uses to protect his/hers/its own confidential information against public disclosure, but in no case with any less degree than reasonable care;
(v) Not to disclose such Confidential Information to any person(s) employed in its company other than those for whom such knowledge is essential for the purpose contemplated in these Terms and Conditions and such disclosure shall be made only under conditions of strict confidentiality; and
(vi) Not to copy or reduce Confidential Information to writing except as may be strictly necessary for the purpose described herein.
9.2 The confidentiality obligations in these Terms and Conditions do not and shall not apply to any Confidential Information which can be proven by the Investor, GoBeyond or any other receiving party upon the request of the Start-Up:
a) At the time of disclosure was, or thereafter became, part of the public domain otherwise than through the fault or negligence of the Investor, GoBeyond or any other receiving party as the case may be;
b) Was published without contravening the provisions of these Terms and Conditions;
c) Is already known to the Investor, GoBeyond or any other receiving party at the date of receipt of Confidential Information pursuant to these Terms and Conditions;
d) Has been approved for release or use (in either case without restriction) by written authorisation of the Start-Up;
e) Has not been designated or confirmed as Confidential Information, unless the circumstances surrounding their disclosure make it obvious that this was Confidential Information; or
f) Is required to be disclosed by the Investor, GoBeyond or any other receiving party by applicable law, regulation or court order in which event the Investor, GoBeyond or any other receiving party shall promptly notify the Start-Up of the requirement for such disclosure and shall co-operate, through all reasonable and legal means, in any attempts by the Start-Up to prevent or otherwise restrict disclosure of such Confidential Information.
9.3 The provisions of these Terms and Conditions, including but not limited to this Part 2 Clause 6, shall not be construed as ranting or conferring, either expressly or impliedly, any rights under any patents, copyright or any other form of intellectual property rights belonging to the Start-Up in respect of Confidential Information, the ownership of which shall remain vested in the Start-Up at all times.
9.4 In providing Confidential Information, neither the Start-Up as the owner of such Confidential Information, nor GoBeyond as the intermediary between the Start-Up and the Investor, makes any representation, warranty, assurance or inducement, expressed or implied, as to its adequacy, sufficiency or freedom from defect of any kind, including but not limited to, freedom from patent infringement that may result from the use of such Confidential Information, nor shall the Start-Up or GoBeyond, as may be applicable, incur any responsibility or obligation by reason of such information.
9.5 Without prejudice to any other rights or remedies that the Start-Up qua disclosing party may have, the Investor, GoBeyond or any other receiving party agrees that the Confidential Information is valuable and that damages may not be an adequate remedy for any breach by the Investor, GoBeyond or any other receiving party of the confidentiality provisions in this Part 1 Clause 6 of these Terms and Conditions. Accordingly, the Investor, GoBeyond or any other receiving party agrees that the Start-Up will be entitled without proof of special damages to the remedies of an injunction and specific performance for any actual or threatened breach by the Investor, GoBeyond or any other receiving party of the confidentiality provisions in this Part 1 Clause 6 of these Terms and Conditions.
9.6 The Investor or any other receiving party shall be responsible for any breach of the terms of the confidentiality provisions in this Part 1 Clause 6 of these Terms and Conditions by it or by any person referred to in Part 1 Clause 6.1(v) above to whom he/she/it has disclosed Confidential Information. The Investor or any other receiving party shall indemnify and keep indemnified the Start-Up from and against all costs, expenses, losses or damages (including but not limited to legal expenses) which may arise directly or indirectly from the unauthorised disclosure or use of Confidential Information by the Investor or any other receiving party or any of their advisers or from any other breach of the terms of this Part 1 Clause 6.
10. Limitation of liability
10.1 GoBeyond does not accept any liability for any error or omission in the information made available by it through the provision of the Services or the Website.
10.2 Users agree and acknowledge that in the provision of the Services by GoBeyond, GoBeyond shall not be deemed to have verified the investment potential, the risk associated with any particular investment opportunity or otherwise provide any advice to a User, and that any information provided by GoBeyond shall not constitute legal, fiscal, financial or investment advice or recommendation.
10.3 In particular, GoBeyond or the Relationship Manager shall not be deemed to have acted in a fiduciary capacity with respect to any investment opportunity or any other transaction or the administration of the transactions.
10.4 Users agree and acknowledge that GoBeyond does not guarantee that any information provided on the Website or through the provision of the Services, which information shall have been provided to GoBeyond by a Start-Up, Deal Leader or other third party, is true and accurate.
10.5 Users agree to hold harmless GoBeyond, its employees, officers, agents or partners with respect to any and all losses which may be incurred by a User in relation to the use of the Website by a User or the provision of the Services by GoBeyond, save for any such loss which may be caused by the wilful misconduct or gross negligence of GoBeyond.
10.6 In the event that an arbitrator or a court, notwithstanding the immediately preceding clauses, awards damages against the GoBeyond, its liability in damages shall be limited to the amount payable as fees by the Users.
11. Liability for Breach of Obligations
If either party hereto is in breach of its obligations hereunder, the other party shall be entitled to take remedial measures such as fixing a time limit for effecting the remedy, performance of the contract, removal of obstructions, compensation for losses or other legal remedial measures. To the extent that the same are not asserted in any legal proceedings, either party’s non-exercise or partial exercise of its rights hereunder or non-adoption or partial adoption of legal remedies shall not operate as such party’s waiver of the exercise of all its rights or the rights which have not been exercised or such party’s waiver of the taking of all the legal remedies or the legal remedies which have not been taken.
Each of the provisions of and undertakings in these Terms and Conditions is separate and severable and enforceable accordingly. If any one or more provision of or undertaking in these Terms and Conditions is declared by any court of law or other competent authority to be void or otherwise unenforceable, that provision shall be severed from these Terms and Conditions and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
13. Non-transferability, non-delegation and non-assignment of rights and obligations
12.1 These Terms and Conditions relate to the use of the Website and the provision of Services to each User personally. Accordingly, no User shall be permitted to transfer, assign or delegate his/her/its rights and obligations arising in terms of these Terms and Conditions to any third party without the prior written consent of GoBeyond.
12.2 GoBeyond undertakes that it shall not transfer, assign or delegate its rights and obligations arising in terms of these Terms and Conditions to any third party without giving prior written notification to Users.
13.1 A User may send communications to GoBeyond in relation to these Terms and Conditions and / or any technical issues with the use of the Website by sending an email to firstname.lastname@example.org – for any other questions or feedback relating to the Website, please see the “Contact Us” section of this Website.
13.2 In the event that GoBeyond is required to contact a User, it shall do so in accordance with the most recent contact details provided to GoBeyond by the User. Users undertake to inform GoBeyond as soon as possible upon any change in his/her/its contact details.
If a User wishes to make a complaint about GoBeyond, the process for doing so is set out below:
i. Users are to inform GoBeyond of their complaint in writing by (i) email at GoBeyond at email@example.com or (ii) by mail.
ii. GoBeyond’s team shall look into each complaint received, and in so doing, may request further and more specific information from the complainant in relation to the complaint in question;
iii. GoBeyond’s team shall endeavour to provide a reply, and where necessary, a proposed solution, to each complaint received within the shortest time reasonably possible from the receipt of the complaint as set out in (i) above.
16. Applicable law
These Terms and Conditions and the relationship between each User and GoBeyond as arises from the terms and conditions hereof shall be governed by and construed in accordance with the laws of Malta.
Each User shall agree to submit to the exclusive jurisdiction of the Courts of Malta.
Part 2: Terms and Conditions for Investors
1. Duties of GoBeyond
1.1 GoBeyond undertakes to provide Investors with a platform for Investors to receive information and obtain access to investment opportunities in Start-Ups.
1.2 GoBeyond undertakes to keep Investors fully informed in a timely manner in the event of a Start-Up holding one or more follow-on rounds of investments.
GoBeyond undertakes to permit Investors, at their sole discretion but subject to the terms and conditions of the investment in question, to invest in any one particular Start-Up directly and in their own names, or indirectly through the Syndication Investor, that shall have the role of syndicating investments.
1.3 These Terms and Conditions shall, to the extent applicable, remain in force with respect to each Investor with respect to both direct and indirect investments in Start-Ups.
1.4 Each Investor agrees and accepts that it may be required to enter into additional agreements in furtherance of it undertaking an investment in a Start-Up.
1.5 GoBeyond retains the right, in accordance with and subject to the provisions of any applicable law, to request information from a Start-Up in relation to any direct investments by any one particular Investor.
2. Investing on a syndicated basis
2.1 Investors agree and accept that their investment in a Start-Up may, depending on the terms and conditions of such particular investment, be on a direct basis in their own names or on an indirect basis through the Syndication Investor.
2.2 Investors agree and accept that such indirect investment may be regulated by a separate agreement to be entered into between the Investor, GoBeyond and the Syndication Investor.
2.2.1 Investors agree and accept that different Syndication Investors may be appointed with respect to different investment opportunities.
3. Duties of the Investor
3.1 The Investor agrees and undertakes that he/she/it shall promptly give all information or documentation which GoBeyond and / or the Syndication Investor as may be applicable, may request from the Investor, whether jointly or severally, from time to time in order to perform the Services and / or to comply with any applicable laws and regulations.
3.2 The Investor agrees and undertakes that he/she/it will promptly inform GoBeyond and / or the Syndication Investor as may be applicable, should he/she/it become aware of any changes or updates to any information or documentation previously provided to GoBeyond and / or the Syndication Investor.
3.3 The Investor agrees and undertakes that he/she/it shall, at all times, act with transparency and good faith.
3.4 The Investor shall not use the Website, the Account or the Services offered by GoBeyond for the purposes of his/her/its own commercial or professional activities unless the prior written consent of GoBeyond has been obtained.
3.5 The Investor undertakes to immediately inform GoBeyond of any actual or potential conflict of interest which may arise in relation to a particular investment, including when the Investor is already an investor in, supplier or service provider to the Start-Up in which the investment shall be made.
3.6 The Investor agrees and undertakes to pay any fees, service charges or any other amounts which may become due and payable pursuant to his/her/its particular investment, in a prompt and timely manner in accordance with any separate agreement which may be entered into with GoBeyond for such purpose or in any pricing schedule.
3.7 At any time prior to the expiration of 3 years from the date when the Investors agrees to these Terms and Conditions, it is expressly agreed that the identities of any individual or entity and any other third parties including, without limitation, suppliers, customers, financial sources, manufacturers and consultants, discussed and made available by GoBeyond or the Start-up, being the disclosing party, in respect of the purpose described in Part 1, clause 9.1 above, and any related business opportunity shall constitute Confidential Information and the Investor or any other receiving party or associated entity or individual shall not, (without prior written consent of the disclosing party):
i) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertaking with any such third party identified or introduced by the disclosing party; or
ii) seek to by-pass, compete, avoid or circumvent the disclosing party in respect of any business opportunity that relates to the purpose by utilising any Confidential Information or by otherwise exploiting or deriving benefit from the Confidential Information.
The receiving party covenants that any financial gain made by it, or any associated party, from a breach of clause 3.7 shall be held on trust for the benefit of the disclosing party and then be transferred to a nominated account of the disclosing party, until which time such outstanding amount shall incur interest at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Recipient shall pay the interest together with the overdue amount.
3.8 The Investor agrees and undertakes to promptly notify GoBeyond of any solicitation which he/she/it may receive through the Website or otherwise from any other User, employee, agent, partner or other person associated with GoBeyond, which solicitation is not in accordance with these Terms and Conditions or any other agreement which may have been entered into with GoBeyond.
3.9 The Investor agrees and accepts that it shall not use the Website or the Services provided by GoBeyond for the purposes of soliciting customers for his/her/its own commercial or professional activities unless he/she/it has received the prior written consent of GoBeyond.
3.10 The Investor agrees and undertakes that, unless he/she/it has received the prior written consent of GoBeyond, he/she/it shall not, for a period of six months after the completion of a particular investment in a Start-Up or the termination or discontinuance of a proposed investment in a Start-Up, contact the management or board of directors of such Start-Up with the intention of soliciting his/her/its professional or commercial services.
3.11 In the event of he/she/it exiting from his/her/its investment in a Start-Up, such Investor undertakes to co-operate in good faith with the Start-Up, GoBeyond and / or the Syndication Investor in order to facilitate the smooth exit of such Investor.
Part 3: Terms and Conditions for Start-Ups
1. Duties of GoBeyond
1.1 GoBeyond undertakes to provide Start-Ups with a platform for Start-Ups to present their businesses and corporate ventures to Investors for the purposes of raising funding, whether such funding is of an initial investment round or by way of one or more follow-on rounds of investments.
1.2 GoBeyond undertakes to keep Start-Ups fully informed and in a timely manner of any funding events which such Start-Ups may participate in.
1.3 The Start-Up agrees and understands that the invitation to participate at a particular funding event organised by GoBeyond shall be at GoBeyond’s sole discretion, which discretion shall be based on a number of suitability criteria to be chosen by GoBeyond, including but not limited to the profile of Investors attending such event.
1.4 Each Start-Up agrees and accepts that in the event that GoBeyond determines that the Start-Up is not suitable to participate in a particular funding event, GoBeyond shall not be obliged to provide the Start-Up with reasons for its decision.
2. Duties of the Start-Up
2.1 Each Start-Up accepts and acknowledges that in the event that it is invited by GoBeyond to participate in and present at a funding event, it shall be required to furnish information to prospective investors relating to its business and corporate venture, which information may constitute “Confidential Information”.
2.2 Each Start-Up accepts and undertakes that the information which it shall furnish to prospective investors in accordance with Part 3 Clause 2.1 above shall be to such extent and of such nature as may be requested by GoBeyond. The Start-Up agrees and undertakes to provide materially true and accurate information whenever requested by GoBeyond.
2.3 Each Start-Up agrees and accepts that it shall be required to enter into a separate agreement with GoBeyond in advance of it participating in and presenting at a funding event, and that its participation in and presentation at a funding event shall be governed by the terms and conditions set out in such agreement. The duties of each Start-Up shall be regulated by such agreement.
2.4 Each Start-Up agrees and undertakes to promptly pay any fees, dues or other expenses which may be payable pursuant to such agreement.
2.5 Each Start-Up agrees and acknowledges that an investment therein by one or more Investors may take place on a direct basis or on an indirect basis through the Syndication Investor.
2.6 In the event that such investment is on an indirect basis, each Start-Up agrees and accepts that a Deal Leader shall be appointed by the syndicated group of Investors as set out in Part 1, Clause 7 of these Terms and Conditions.
2.7 Each Start-Up agrees and undertakes to co-operate with GoBeyond, the Syndication Investor and the Deal Leader in pursuance of facilitating an indirect investment in the Start-Up by Investors, including where necessary, the entering into any additional agreements with GoBeyond and / or the Syndication Investor and / or the Investor or the amending of any existing agreements already in effect.
2.8 The Start-Up agrees and accepts that its mere creation of an Account, participation in and presentation at a funding event or conducting of a due diligence review by any one or more Investors does not of itself guarantee or confirm that the Start-Up shall receive any minimum required amount of funding or investment.
2.9 Each Start-Up agrees and undertakes to provide, in a timely manner, any information or documentation which may be reasonably requested by GoBeyond, the Deal Leader or the Investors for the purpose of participating in a funding event or in furtherance of an investment in the Start-Up.
2.10 Each Start-Up undertakes to inform GoBeyond, the Deal Leader or the Investors, in a timely manner, of any change in fact, circumstance, information or documentation previously provided in terms of these Terms and Conditions.
2.11 Each Start-Up agrees and undertakes that following an investment therein, whether on a direct or indirect basis, by Investors and / or the Syndication Investor, it shall provide all such Investors and / or the Syndication Investor with access to such information and documentation as is required in terms of the applicable laws and regulations governing such Start-Up, its incorporation documentation and any other private agreements, including but not limited to, shareholder agreements, which may be in effect.
2.12 Each Start-Up understands and accepts that in the event of an indirect investment therein by the Syndication Investor for and on behalf of one of more Investors, any information or documentation which may be received by the Syndication Investor pursuant to Part 3 clause 2.11 above, may be forwarded to the Investor or Investors on whose behalf the Syndication Investor has invested in the Start-Up.
Schedule of Services as offered by Service Provider
All capitalized terms not defined herein shall have the meanings set forth in the Agreement
The following list is a representation of the default, habitual and expected services that will be provided by the Service Provider. This list is not intended to be exhaustive and due to the complex nature of the services being offered this list is only to be considered as indicative of the work to be performed by the Service Provider.
1. The Service Provider is mandated to facilitate and support the investment process from provision of investment opportunities up to the liquidation of any investments made.
2. The Service Provider is well versed in the identification of investment opportunities offered by privately-held small and medium-sized companies.
3. The Service Provider is willing to provide its expertise at organizing events that foster exposure to investment opportunities, coordinate the collaboration of investors and offer training in early stage investing.
4. The Service Provider reserves the right to:
(i) change, edit, disable or cancel any User Account or part thereof, including that of an Investor or StartUp, on the Service Provider’s Website with reasonable notice if the Service Provider deems, in its sole discretion that the use of that Account was not in compliance with these Terms and Conditions or that it was otherwise undesirable for such Account to continue to remain published on the Website.
(ii) change or cancel any event published on the Service Provider’s website with reasonable notice if the Service Provider deems, in its sole discretion that insufficient registrations have been made for the relevant event. Provided that the Service Provider also reserves the right to change or cancel any part of its published programme of events without prior notice due to unforeseen circumstances or where there are no registrations for the event within the notice period as may be specified in the published programme of events itself. The Service Provider accepts no liability whatsoever for any changes or cancellations in the published programme of events carried out in accordance with this clause.
Services Provided for Users:
1. Services related to Training
1.1. Online webinars
1.2. Live training webinars
1.3. Online resources
2. Access to online communities
2.1. Functionality relating to news feeds and notification of activities relating to the interests of Users
2.2. Communication tools to enable sharing of information with other Users
The Services mainly for Investors
3. online deal collaborative platform that permits:
3.1. the Investor to be exposed to Investment Opportunities seeking early stage financing;
3.2. access to additional investment opportunities via the Service Provider’s online deal collaborative platform
3.3. the Investor to collaborate with other investor clients;
3.4. other services on the platform including access to online training and investor-resources.
3.5. Attendance at and registration to investment events published on the Service Provider’s website.
4. Services relating to Deal Flow
4.1. Sourcing Deals
4.2. Screening Deals
4.3. Communication of deal flow available
4.4. Organisation of events for the presentation of deal flow and information about industry trends and resources
4.5. Facilitation of due diligence review of Investment Opportunities
4.6. Deals allowing investment within a defined period
4.7. Deals allowing investment not within a defined period
5. Deal Closing Process
5.1. Notification and support relating to conclusion of investment commitment
5.1.1. Investing directly
5.1.2. Investing via Syndication Provider
5.2. Notification and support relating to the collection of funds relating to an Investment Opportunity
5.3. Support and facilitation of communication in relation to completion of legal process for closing of investment deals
5.4. General facilitation of communication of processes relating to Investment Opportunities
6. Services relating to the Monitoring of Deals
6.1. Setup of portfolio tracking tools
6.2. Liaison with the Deal Leader and overview of the Chosen Investment
6.3. Communication of Business Updates
6.4. Co-ordination of representation at General Meetings and Corporate events
6.5. Communication of Annual notifications [e.g. year end statement of holdings]
6.6. Communication and co-ordination of Follow-on Rounds
6.7. Communication, co-ordination and liaison with representatives in case of proceeds distribution
7. Services relating to the exit of deals
7.1. Appointment of an exit representative
7.2. Assistance to representatives during the negotiation of deal exit terms
7.3. Communication of required actions in relation to documentation and information
7.4. Communication, co-ordination and liaison with representatives during exit process
7.5. Facilitation and support to the process of distribution of funds
Services Provided mainly for Startups:
8. Services relating to the raising of funds
8.1. Creation and maintenance of a StartUp profile
8.2. Support in relation to the preparation of documentation and information to enable Investors to screen the StartUp profile and proposal
8.3. Support in relation to the preparation of documentation and information to enable Investors to actively conduct due diligence review on the StartUp
8.4. Support and general assistance to representatives of the StartUp during the preparation and negotiation of terms in relation to the investment opportunity
8.5. Communication of required actions in relation to documentation and information required of Investors for the investment process
8.6. Communication, co-ordination and liaison with representatives in relation to the monitoring of the StartUp, any Follow-on Rounds and during Exit process
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