North Invest Limited (company number 09708493) (“NorthInvest”) is a not for profit company limited by guarantee. NorthInvest operates as an introduction agent for Applicants seeking to raise Capital. In particular NorthInvest runs an investment club (“Network”) for investors who seek opportunities to, amongst other things, purchase shares in unlisted companies. NorthInvest also offers introduction services to other providers of Capital.
“Applicant” means the individual, corporate entity or unincorporated body who wishes to raise Capital through the Scheme as detailed on page 1 of this Applicant Agreement Form.
“Capital” means any and all equity capital, loan capital, guarantees and any other investment in the nature of risk capital. Bank lending (whether secured or by way of overdraft) is expressly excluded from the definition of Capital for these purposes.
“CPE” means a company presentation event, commonly referred to as a ‘Pitch Event’, organised by NorthInvest and at which the Applicants will present to members of the Network and other providers of Capital with a view to raising Capital.
“Investment Proposal” means the summary of the Applicant’s investment opportunity together with any supporting documentation provided by the Applicant and distributed by NorthInvest to the Investors.
“Investor” means any member of the Network introduced by NorthInvest (whether directly or indirectly) to the Applicant and/or any other provider of Capital introduced by NorthInvest.
“Presentation Service” means a minimum of one hour of coaching sessions organised by NorthInvest for the benefit of the Applicant to aid in preparation of an Investment Proposal. The service may involve independent professional coaching on content & structure, as well as guidance on how to deliver a successful presentation.
“Representative” means the representative of the Applicant as detailed on page 1 of this Applicant Agreement Form.
“Scheme” means the scheme operated by NorthInvest and through which an Applicant seeks introductions to Investors, with a view to subsequently receiving Capital from such person. For the sake of clarity, this includes any Capital received by an Applicant either directly or indirectly following i) personal introductions made by NorthInvest on behalf of the Applicant; ii) a CPE, or iii) the distribution of the Applicant’s Investment Proposal, as well as any other form of introduction NorthInvest may make in the future to the Applicant. The Scheme shall be deemed to cover repeat or additional investments of Capital by the same Investor where follow on investment to the Applicant is made within a twenty four-month period of the first investment made through the Scheme. The Applicant’s obligations under the Scheme are laid out below (clauses 10 to 17).
Applicant’s Obligations Terms
If invited to a Presentation Service by North Invest, the Representative is obliged to attend the Presentation Service.
The Applicant agrees to notify NorthInvest of the following events within three business days of them occurring: (i) any completed investments of Capital received through the Scheme; (ii) any discussions held pursuant to the introductions made through the Scheme and/or any likely investments resulting from the introductions made through the Scheme; and/or (iii) any appointments made by the Applicant (or, if the Applicant is an individual, the Applicant’s business) of an Investor in any paid position.
If the Applicant (or if the Applicant is an individual, the Applicant’s business) engages an Investor in a paid position (including, but not limited to a non-executive director or a paid mentor position), the Applicant shall (or shall procure that the Applicant’s business shall) pay to NorthInvest within 30 days of the date of the engagement a referral fee equal to the greater of (i) 10% of the annual fees payable by the Applicant to the Investor in respect of the engagement and (ii) £5,000.
The Applicant shall be responsible for ensuring that any confidential information disclosed to a third party under the Scheme, or under any other scheme to which the Applicant is referred by NorthInvest, is the subject of a separate confidentiality undertaking between the Applicant and the third party.
The Applicant agrees to indemnify NorthInvest against all claims, costs, proceedings demands, losses, damages, expenses or liability whatsoever arising out of, or as a result of any breach or non-performance of any warranties, undertakings or obligations of the Applicant contained in these conditions or otherwise implied by law.
The Applicant confirms that to the best of his/her/its knowledge and belief the Investment Proposal is accurate, truthful and not misleading. The Applicant agrees to immediately inform NorthInvest of any material changes in the accuracy or truthfulness of the information contained in the Investment Proposal and of any matter which would make such information misleading. The Applicant accepts responsibility accordingly.
The Applicant shall be responsible for applying for provisional EIS clearance before making any presentation to the Network. Clearance takes approximately 4-6 weeks. The application should be made immediately upon commencing the Presentation Service.
The Applicant agrees to make the Investment Proposal available to members of the Network without requiring them to sign a separate non-disclosure agreement.
Subject to compliance by the Applicant with the above terms, NorthInvest will use its reasonable endeavours to provide the Applicant with introductions to Investors.
NorthInvest will review the Investment Proposal and, if NorthInvest deems it appropriate, invite the Applicant to present at a CPE and shall distribute the Investment Proposal to members of the Network and other providers of Capital through the Scheme.
NorthInvest will provide the Presentation Service to the Applicant.
NorthInvest does not advise on the merits or risks of investment nor is it authorised to carry on investment business under the Financial Services and Markets Act 2000. No liability is, or will be, accepted by NorthInvest for any loss or damage arising from the acceptance by the Applicant of an investment under the Scheme or under any other scheme to which the Applicant is referred by NorthInvest.
NorthInvest’s total liability under or in connection with this Applicant Agreement Form whether in contract, tort, breach of statutory duty or otherwise shall not exceed £5000. NorthInvest shall not be liable for consequential indirect or special losses or any direct or indirect loss of profit, loss or corruption of data, loss of contract, loss of opportunity, harm to reputation or loss of goodwill.
NorthInvest reserves the right to refuse to accept and distribute any Investment Proposal at its absolute discretion.
NorthInvest reserves final editing rights on all material presented to the Network.
NorthInvest reserves the right to offer the Applicant’s presentation slot at a CPE to another applicant within the Scheme on stand by, should the Representative not attend in the Presentation Service.
Term and termination. This Applicant Agreement Form will commence on the date of signature and will remain in force until (i) the Applicant notifies NorthInvest that he no longer wants to be part of the Scheme, (ii) NorthInvest ceases to operate for whatever reason, or (iii) NorthInvest notifies the Applicant in writing that it is terminating the Applicant Agreement Form as a result of a breach by the Investor of his obligations as set out in clauses 10 to 17 (inclusive). Clauses 11 and 12 shall continue in full force and effect after termination of this Agreement.
The Applicant agrees that any information provided to it by NorthInvest in respect of the Scheme or its members is confidential and as such the Applicant undertakes not to disclose such information without NorthInvest’s consent, save that the Applicant shall have the right to disclose the information (i) to its professional advisors for the purpose of discussing any potential investment and/or (ii) if required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Unless otherwise agreed, NorthInvest reserves the right to publicise any investments facilitated by NorthInvest through the Scheme at any time following completion of such investments.
NorthInvest reserves the right to vary any non-material terms and conditions from time to time. Any such variation shall be notified to the Applicant in writing (including by email). Any other changes shall be agreed between NorthInvest and the Applicant in writing.
Governing law. The Applicant Agreement Form, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England.
NorthInvest and the Applicant both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Applicant Agreement Form or its subject matter or formation.