These Terms and Conditions are also contained in our Investor Agreement Form which can be visited here.
- 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 purchase shares in unlisted companies. NorthInvest also offers introduction services to other providers of Capital.
- “Applicants” means the individuals, corporate entities or unincorporated bodies who wish to raise Capital through the Scheme, and “Applicant” means any one of them.
- “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.
- “Completion Date” means each date on which the Investor provides Capital to an Applicant through the Scheme. Where the Investor provides multiple tranches of Capital to (i) the same Applicant; (ii) multiple Applicants; or (iii) any combination of (i) and (ii) above, the provision by the Investor of each such tranche of Capital shall constitute a separate Completion Date in respect of which a new Success Fee will be due from the Investor to NorthInvest.
- “CPE” means a company presentation event, commonly referred to as a ‘Pitch Event’, organised by NorthInvest and at which Applicants present to members of the Network and other providers of Capital with a view to raising Capital.
- “Investment Proposal” means the summary of an Applicant’s investment opportunity together with any supporting documentation provided by that Applicant and distributed by NorthInvest to members of the Network and other providers of Capital.
- “Investor” means the Investor detailed on page 1 of this Investor Agreement Form who is seeking opportunities to provide Capital to Applicants and become a member of the Network.
- “Scheme” means the scheme operated by NorthInvest and through which members of the Network and other providers of Capital are introduced to Applicants seeking investment of Capital. For the sake of clarity, this includes any Capital received by an Applicant either directly or indirectly following i) personal introductions to members of the Network or other providers of Capital made by NorthInvest on behalf of Applicants; ii) a CPE or the distribution of an Applicant’s Investment Proposal, as well as any other form of introduction Nort Invest may make in the future to Applicants. The Scheme shall be deemed to cover repeat investments of Capital by the same member(s) of the Network or other providers of Capital where follow on investment to an Applicant is made within a twenty four-month period of the first investment made through the Scheme. The Investor’s obligations under the Scheme are laid out below (Clauses 10-15).
- “Success Fee” means a fee payable by the Investor to NorthInvest on each occurrence of the Investor providing Capital to an Applicant through the Scheme. Each Success Fee will be 3% (Three Percent) (plus VAT) of the relevant amount of Capital provided by the Investor to the relevant Applicant through the Scheme at the relevant time.
- The Investor agrees to notify NorthInvest of the following events within three business days of them occurring: (i) any completed investments of Capital to Applicants through the Scheme, together with any likely investments, (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 the Investor in any paid position .
- A Success Fee will become immediately due and payable on each Completion Date. The Investor must allow for this when calculating the amount of Capital it is providing to an Applicant. Any amounts of a Success Fee unpaid will be liable to interest at 2% per month on a daily basis for the period from the Completion Date to the date of payment to NorthInvest. NorthInvest will provide a receipted VAT invoice on receipt of a Success Fee.
- For the avoidance of doubt, a Success Fee will become immediately due and payable on each Completion Date for any repeat or follow- on investments of Capital by an Investor (in association with other members or the Network or otherwise) to an Applicant within a twenty four (24) month period of the first investment in that Applicant made through the Scheme.
- Where Capital is provided to an Applicant that is a member of the Scheme, the relevant Investor providing the Capital will not be liable to pay a Success Fee in respect of such Capital if the relevant Applicant was known to that Investor previously and they had specifically discussed a possible investment of Capital by the Investor to that Applicant in the past, subject always to the Investor notifying NorthInvest in writing within 30 days of the CPE or any other introduction by NorthInvest that he knows the Applicant and has been in discussions with him about a potential investment. If the Investor does not notify NorthInvest, the exception provided for in this clause will not apply and the Success Fee will be payable in accordance with clause 11.
- If the Investor is engaged by an Applicant (or if the Applicant is an individual, the Applicant’s business) in a paid position (including, but not limited to a non-executive director or a paid mentor position), the Investor 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 Investor 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 Investor is referred by NorthInvest, is the subject of a separate confidentiality undertaking between the Investor and the third party.
- The Investor 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 Investor contained in these conditions or otherwise implied by law.
17. NorthInvest will use its reasonable endeavours to provide the Investor with introductions to Applicants (including at CPEs) and shall distribute to the Investor Investment Proposals of Applicants through the Scheme.
18. 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 Investor is referred by NorthInvest.
19. NorthInvest accepts no responsibility for the accuracy, completeness, fairness, reliability or veracity of any documentation passed on to the Investor, by, or on behalf of, an Applicant, under the Scheme. The Investor must make its own independent verification of such matters.
20. NorthInvest’s total liability under or in connection with this Investor Agreement Form whether in contract, tort, breach of statutory duty or otherwise shall not exceed £5,000. 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.
21. Term and termination. This Investor Agreement Form will commence on the date of signature and will remain in force until (i) the Investor notifies NorthInvest that he no longer wants to be part of the Network, (ii) NorthInvest ceases to operate for whatever reason, or (iii) NorthInvest notifies the Investor in writing that it is terminating the Investor Agreement Form as a result of a breach by the Investor of his obligations as set out in clauses 10 to 15 (inclusive). Clauses 10, 11 and 13 shall continue in full force and effect after termination of this Agreement.
22. The Investor agrees that any information provided to it by NorthInvest in respect of the Scheme or its members is confidential and as such the Investor undertakes not to disclose such information without NorthInvest’s consent, save that the Investor shall have the right to disclose the information (i) to his 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.
23. 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.
25. NorthInvest reserves the right to vary any non-material terms and conditions from time to time. Any such variation shall be notified to the Investor in writing (including by email). Any other changes shall be agreed between NorthInvest and the Investor in writing.
26. Governing law. This Investor 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.
27. 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 Investor Agreement Form or its subject matter or formation.