TERMS AND CONDITIONS FOR BUSINESS ANGELS
effective from January 2020
1.1. These Terms and Conditions shall govern the rules, requirements and standards of DEPO Angels. Each and every Member must act in compliance with these Terms and Conditions. Rights and obligations of DEPO and Members not expressly stipulated by this Terms and Conditions shall be governed by the laws of the Czech Republic, especially by the relevant provisions of the Civil Code.
1.2. These Terms and Conditions are issued by DEPO and shall be changed only by DEPO. DEPO must inform Members of changes of these Terms and Conditions without undue delay.
1.3. DEPO creates DEPO Angels as a Business Angel Network and undertakes to (i) introduce Members as Business Angels to Start-ups, (ii) advise Members concerning the most appropriate and effective method of investment in Start-ups, and (iii) help in negotiations between Members and Start-ups to secure acceptable terms of an investment.
The terms applied in these Terms and Conditions shall have the following, below stated meanings:
2.1. “Business Angel” is an individual (natural or legal person) who wants to invest its own money and its time and expertise to the benefit of the Start-up.
2.2. “Business Angel Network” is an organization that aims to bring together Business Angels and Start-ups.
2.3. “Confidential Information” means any financial, technical information or business data, in whatever form or format, which may include, but is not limited to discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, flow-charts, data, computer programs, costs, prices, customer lists, marketing plans, goals, sales figures, revenue, profits, analyses, notes, compilations, memorandum, models, forecasts, or any information regarding suppliers, customers, employees, investors, or business operations and any other business information, as well as any other information that is marked or otherwise identified as confidential or proprietary, or that Member knows or should know is confidential or proprietary, information about reports and studies, prepared by DEPO or Start-up which is based in whole or in part on Confidential Information of DEPO or Start-up, disclosed by DEPO or Start-up to Member that is provided in written, encoded, graphic or other tangible form, including any electronic or magnetic form or orally.
2.4. “DEPO” is a company DEPO VENTURES, s.r.o., ID No. 04753101, registered office Jakubská 647/2, Old Town, 110 00 Prague 1, Czech Republic.
2.5. “DEPO Angels” is a Business Angel Network created by DEPO that consist of all the Business Angels who concluded a membership agreement with DEPO. DEPO Angels has no legal personality.
2.6. “Member” is a Business Angel that concludes Membership Agreement with DEPO and becomes a member of DEPO Angels.
2.7. “Membership Agreement” is an agreement that DEPO concludes with a Business Angel who wants to become a member of DEPO Angels.
2.8. “Membership Fee” is the annual fee that a Business Angel undertakes to pay to DEPO for the membership in DEPO Angels.
2.9. “Start-up” is an entrepreneur eligible or looking for investment in early stage equity stakes.
3.1. The Membership Agreement is entered into for an indefinite period of time.
3.2. Member is entitled to revoke the Membership Agreement at any time in writing. Unless the notice specifies otherwise, the notice takes effect on the date of delivery to DEPO.
3.3. DEPO in entitled to revoke the Membership Agreement only if Member is in delay with the payment of the Membership Fee for more than 15 days or Member violates any obligation, rule, requirement or standard set in this Terms and Conditions. The notice takes effect on the date of delivery to Member, unless the notice specifies a later date.
4.1. The Membership Fee is CZK 15000.
4.2. The Membership Fee is due and payable within 10 days of the date of issuance of an invoice. The first invoice will be issued after 3 months from the conclusion of Membership Agreement. The invoice will be sent to Member’s e-mail address.
4.3. The Membership Fee is not refundable upon the termination of the Membership Agreement.
RULES, REQUIREMENTS AND STANDARDS
5.1. Member must: (i) maintain Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third parties; and (iii) not use any such Confidential Information for any purpose except for an investment in Start-up. Member may disclose the Confidential Information of the other party to its consultants who have a bona fide need to know such Confidential Information, but solely to the extent necessary to pursue an investment in Start-ups and for no other purpose; provided that each such consultant is first bound by an agreement that contains use and nondisclosure restrictions at least as protective of Confidential Information as those set forth in these Terms and Conditions. The provisions of this article will not restrict Member from disclosing Confidential Information to the extent required by any law or regulation; provided that the party required to make such a disclosure uses reasonable efforts to give the affected party reasonable advance notice of such required disclosure in order to enable the affected party to prevent or limit such disclosure.
5.2. Member acknowledges that Start-up is obligated to pay DEPO a success fee when an investment is completed. Therefore, Member must not conclude any agreement with Start-up without DEPO’s prior knowledge and only written legal contracts must be entered into between Member and Start-up. Member must provide an executive summary when a contract with Start-up is concluded without undue delay.
5.3. Member shall conduct business in a professional manner and shall not engage in practices which would be damaging to the image or reputation of DEPO Angels or DEPO.