GENERAL TERMS & CONDITIONS OF THE BULGARIAN BUSINESS ANGELS NETWORK
The General Terms & Conditions presented hereby govern the terms and conditions for using the services provided by the “Bulgarian Business Angels Network” – a limited liability company (“BBAN” or „the Network”) in conducting its main activities. These General Terms & Conditions (GTC) shall apply to govern the relationship between BBAN and any and all persons regarding the provision and the consecutive use of the services, described hereunder, regardless of the reason for their occurrence.The provisions of the GTC shall also apply to gaps in the individual contracts signed between the Network and the persons.
DEFINITIONS In applying and interpreting the GTC, the terms and phrases used shall have the following meaning: „Investor” or „Business Angel” An individual who is able to and intends to commit investments on his own account and on his own risk in achieving Projects presented by BBAN by any or all of the following means: financing the Project through the provision of capital, and/or provision of assistance to implement the Project in the form of mentorship; as well as any and all activities directed to or potentially creating the possibility to implement the Project. “Investment” Provision of any form of monetary capital and/or non-monetary resources, property rights, and/or moral rights, know-how, abilities, clients, trade contacts and similar assistance, that contribute or may be considered of either of the Parties to the Deal to contribute to the implementation of any given Project. The provision of funds, rights and other means under the preceding sentence in installments / tranches / parts in different time-periods, altogether within 5 years since the date of the conclusion of the Deal, does not effectively change nor does it waive the fact that they constitute an investment as defined in these General Terms & Conditions. „Investment Profile” Means a set of investment criteria defined personally by the Investor from a range of predefined options, which allow easier selection and improve the identification of Projects, which could potentially be of interest to the Investor. „Mentorship” Assistance for/during the implementation of a Project provided by a Business Angel in the form of management, strategic guidance and advice, partnership, know-how, show-how, clients etc. „Entrepreneur” An individual or a legal entity, presenting a Project via the Network. “Entrepreneur’s company” A legal establishment subject to the Entrepreneur’s significant influence in taking financial and control related decisions. „Project” Entrepreneurial idea or plan for the creation of a new and/or expansion of an existing company, for the execution of which the Entrepreneur seeks Investments from Business Angel(s) using the means identified under the General Terms & Conditions and the specific Contract between the entrepreneur and BBAN. Any other close/similar/derivative investment proposal to potential investors also constitutes a Project. "Memorandum", A type of presentation of a Project of an Entrepreneur, in the form and structure predefined by BBAN, which contains the entire information about the project (as provided to BBAN), as well as information about the Entrepreneur and/or the Entrepreneur’s company. The entire information which constitutes the Memorandum will be provided by the Entrepreneur. „Summary” A type of presentation of a Project, a public version of the Memorandum, which does not contain trade secrets or confidential information. The entire information which constitutes the Summary is provided by the Entrepreneur „Deal” Any agreement between the Entrepreneur and the Investor (or by/between related parties) to invest in the implementation of the Project, regardless of the form of expression of the consent (including any concluding actions) regardless of the time, size and the means (provision of funds, mentorship or through other means) of investment. „Related parties” In regards to the Investor, as well as in regards to the Entrepreneur, the following are considered to be related parties: а) spouses, lineal relatives up to any degree and collateral relatives up to the third degree of consanguinity; as well as relatives by marriage up to the second degree of affinity; b) employer and employee; в) shareholders / partners; c) any person(s) which participate(s) in the management of the other or the company of the latter; d) any persons, whose managerial or supervisory authority involves the same legal entity or private individual, not excluding the cases where the individual represents another person; e) any legal entity and person, which owns more than 5 per cent of the voting shares or securities issued by the company; f) any person exercising control over the other; g) any person controlled by a third party directly or through an affiliated company; и) the persons which together control any third person or its subsidiary; h) any person which is a commercial representative of the other; л) any person which has made a donation to the other; i) any person which participates directly or indirectly in management, control or capital of another person/persons, whereby they can negotiate non-typical terms. "Control", under the General Terms & Conditions and in view of the definition of relatedness, is present when the controller: а) owns directly or indirectly or by any agreement with another person more than half of the voting rights at the general assembly of another person, or b) is able to determine directly or indirectly more than half of the members of the governing or controlling body of another person, or c) is able to manage the activities of another person, including via or with a subsidiary as described in its statute or chart d) is a shareholder or partner in a company and controls more than half of the voting rights in the General assembly of the company either individually or by virtue of any agreements with the other shareholders or partners in the company e) can exercise decisive influence on decisions of the company activities by any other means Network (BBAN, Bulgarian Business Angels Network) Individuals who, according to their investment profiles shall seek Projects in need of funds and/or mentorship, using the integrated database of contacts and projects, which is owned by the Bulgarian Business Angels Network Ltd, and is created in order to support the process of selection of investment proposals which are relevant to their profile; „Website” shall mean the website owned by the Bulgarian Business Angels Network Ltd which is placed on www.bban.eu; Websites shall mean all related websites derived from www.bban.eu.
For convenience purposes, despite the inaccuracies in such a statement, in these GTC the term Bulgarian Business Angels Network Ltd is used synonymously with Network and BBAN. Customers should consider the fact that the Bulgarian Business Angels Network Ltd is the name of the company, which owns the websites and maintains the database and performs the services to users and investors as described beneath.
Chapter One General Provisions
I. SUBJECT OF THE GTC Art.1.(1) Bulgarian Business Angels Network Ltd provides to its Clients (Investors and Entrepreneurs) the services described hereunder, in strict compliance with the current GTC by both parties. (2) Whenever and in order to provide its various services additional specific requirements may apply which shall be governed individually with a specific contract (form etc). (3) BBAN reserves the right to amend the General Terms & Conditions at any time and shall inform the Users under any of the prescribed ways herein. (4) These GTC are not and should not be considered to be a commercial offer for the provision of the services by the Bulgarian Business Angels Network Ltd to an unlimited number of persons. In view of the statement in the preceding sentence, the Bulgarian Business Angels Network Ltd reserves the right to select at its sole discretion the persons to sign Contracts with or to provide services to, as well as the right to, respectively, refuse the conclusion of Contracts with any persons even if they agree to the GTC or those, who have decided to pay a membership fee or other fees without the prior written consent of BBAN in which case payment of any compensations shall not be due.
II. AGREEMENT TO THE GENERAL TERMS & CONDITIONS
Art.2. Any person, who decides to use the services provided by BBAN, shall state its agreement to the GTC in any of the following ways: 1.by signing a Contract for the provision of Services with BBAN; 2. by adopting an explicit statement of consent with the GTC, regardless of its form;; 3. by sending any electronic / written forms for registration / membership and others. If the person sends the application / registration in a digital form, it shall be considered that the person has made an electronic statement pursuant to the Electronic Document and Electronic Signature Law, thereby stating that the person is familiar with these Terms and Conditions, agreed to them and is obliged to observe them.
Art.3.(1) By accepting the GTC pursuant to p.3 of the preceding article, one should consider that BBAN keeps a record of all electronic statements on its server. By recording the statements to the relevant media on the server of BBAN, using a common technical conversion standard, the digitally sent statement shall become an electronic document pursuant to ZEDEP (2) BBAN also keeps a record of the IP address of the users in its log-files, as well as any other information, which may become necessary to identify the person and reproduce its electronic statement of acceptance of the GTC in case a legal dispute arises. (3) BBAN shall confirm the receipt of the electronic statement of acceptance of the GTC, by sending a confirmation of receipt of the relative form which was initially sent by the person. (4) The users shall bear the full responsibility regarding the accuracy of the information they provide when using the site (when filling-in various electronic forms, surveys and questionnaires, etc.)) and shall guarantee that the data is true, complete and accurate. Whenever BBAN finds incorrect data, BBAN may suspend or terminate immediately and without notice the opportunity to use the services or maintain the membership.
IV.AMENDMENTS TO THE GENERAL TERMS & CONDITIONS
Art.4.(1) In view of the possibility to expand the services, increase the quality and improve the terms of their use, as well as in view of the potential changes to the Law which may govern the relationship arising by/in relation to the provision of services, BBAN reserves the right to unilaterally amend the GTC (2) In amending these General Terms and Conditions BBAN undertakes to inform its users about such amendments as well as to notify them by publishing the GTC on its website(websites). (3) The persons, who have contractual relations with BBAN for the use of certain services (Network membership, Presentation of projects of Entrepreneurs etc), are required to periodically check the website about any news, related to the amendment of the GTC and to inform themselves about the underlying changes. (4). Any person will be considered to have accepted the amended GTC, if they fail to provide their disagreement in writing within 30 (thirty) days since the amendment of the General Terms & Conditions under par. (3) of this article. (5) Where a person, as mentioned in par. 3, rejects the acceptance of the proposed amendments and notifies BBAN accordingly, any contractual relations that have arisen in relation to the use of particular services shall terminate on the date of receipt of the statement which rejects the amendments.
CHAPTER TWO
SERVICES PROVIDED BY BBAN AND TERMS OF USE
Art.5.(1) The services provided by BBAN aim at a covering completely and comprehensively the process of communication of various projects and finding the appropriate investment for them- financial and/or mentorship. (2) The activities performed by BBAN, pursuant to the current GTC envisage the provision of services for the presentation of various perspective ideas of Entrepreneurs (as a Project) and, respectively, finding the appropriate investment for them, on the one hand, and aims to assist potential investors in finding the appropriate projects for financing (through equity, equity & debt or a combination thereof) of various projects and/or provision of support for their execution (mentorship), on the other hand (3) In view of the particularities of the activities performed by BBAN, the services under these GTC are: 1) services, designed for Entrepreneur and 2) services, designed for Investors.
SERVICES PROVIDED TO ENTREPRENEURS Art.6.(1) The goal of the services described in this chapter is to support the Entrepreneurs in helping their search for and in finding the appropriate investments for their Projects (funding or other means as described above) by registered Investors with BBAN. (2) BBAN provides a complete range of services, aimed at helping entrepreneurs in the process of finding appropriate investments for their projects. The range of services provided by BBAN includes: 1. Presentation of projects 2. Additional services and assistance; 3. Organization of investment forums, events, meeting, trainings. (3) The Entrepreneurs may freely choose which services to use subject to governance by the respective individual Contracts signed with BBAN and the current GTC. (4) In view of the efforts of BBAN to provide all the necessary services for matching Projects with investors, the Network reserves its right to expand the range of services provided or/and to exclude any or all of the above at its sole discretion.
PROJECT PRESENTATION Art.7.(1) Any Entrepreneur may use the Project presentation service following a successful registration via the website (ventures.bban.eu) of BBAN, as well as following the provision of all the relevant details (data and additional information), that is needed in order to Present the Project, by filling in all the required forms (request for the Presentation of a Project). Based on the available information provided by the Entrepreneur the following documents shall be created electronically: (a) Memorandum of the Project of the Entrepreneur which constitutes an integral part of the subsequent Contract and forms its Appendix 1. (b) Summary of the Project of the Entrepreneur which constitutes an integral part of the subsequent Contract and is attached to it as Appendix 2. (2) BBAN undertakes to review the information provided by the Entrepreneur regarding the Project within reasonable time, as well as to inform the Entrepreneur if BBAN is willing to provide the Project Presentation service via its website and the Network (3) BBAN may at its sole discretion decide to reject the provision of the Project Presentation service, whenever it finds that the Project does not comply with the current regulations and/or good manners, or if it considers that any presentation of such a project via the Network may hurt the reputation and/or the good name of BBAN, or if it finds that the presentation of the Project may for whatever reason be contradictory to the policy, the objectives or the interests of BBAN. In case of such a rejection as stipulated in the preceding sentence, BBAN shall bear no responsibility in front of the respective Entrepreneur, and shall not, inclusively, be due any claims or penalties or other similar payments to the latter. (4) Where BBAN approves the Project of the Entrepreneur for Presentation, a Contract shall be signed by him and BBAN and state in writing the acceptance of these Terms & Conditions by signing them. The Entrepreneur bears the full responsibility for the accuracy of the information provided, including the identification data and the information about the Project. (5) Within 15 working days since the date of the signing of the Contract by both BBAN and the Entrepreneur and, in case the Entrepreneur has provided the entire information as necessary and/or specifically requested, BBAN shall: 1. Publish the Project Memorandum and/or Summary on its website (s). The Memorandum, and the respective Project Summary may be published via the relevant website during the entire period of validity of the Contract, signed with the Entrepreneur; 2. Unload the published Project Memorandum from the website subject to the occurrence of the circumstances defined within the individual contract as signed with the Entrepreneur. (6) While providing the service “Project Presentation”, BBAN shall communication to Investors information about the identity of the Entrepreneur, which the latter agrees to by accepting the current GTC and/or by signing the individual Contract. (7) By providing the service under this Article, BBAN does not provide any guarantees whatsoever that the Project will find the appropriate finance. BBAN does not warrant nor guarantees that there are any registered Investors whose investment profile will match in interest the Project Memorandum, and therefore bears no responsibility in case such are not found during the entire period of validity of the Contract, signed between BBAN and the Entrepreneur. (8) When deciding to submit a Project, Entrepreneurs should be aware that BBAN cannot warrant or be kept responsible in regards to the correctness of existing or potential Investors who will have access to the Memorandum and/or Project Summary of the Entrepreneur, neither in regards to the way in which the information published/sent as a Summary will be used by Investors/users of the website(s). (9) The Entrepreneur shall be actively involved during the process of fund-raising for the Project presented, and shall, in particular, present additional information as requested by the Investor. The Entrepreneur has no right to refuse any meetings with investors, and/or participation in such, nor shall the Entrepreneur obstruct or delay in any other way the process, initiated by a particular business angel aimed at assessing the presence or lack thereof of matching interests in regards the Project presented. (10) Entrepreneurs themselves shall bear the risk of any intellectual property rights infringement in relation to their Project which may arise as a result of the publication of the Project on the Website of BBAN and/or as a result of sending the information about it to potential investors. By filling in the corresponding form to request the use of the “Project presentation” services, or by signing the relevant Contract between BBAN and the Entrepreneur and in case such was not provided, the latter states the agreement and request to publish the Project on the website(s) and to submit it to particular registered Investors. BBAN shall not be liable for any unauthorized use of the published information. (11) Once the term of validity of the Contract signed between BBAN and the Entrepreneur expires, BBAN may at its sole discretion remove or keep the Summary of the Project on its website. BBAN shall however remove the Published Summary/Memorandum of a Project from its website(s) in case it receives a request to do so pursuant to the provisions of the individual agreement signed with the Entrepreneur, as well as in all the cases under par. 13 of this article. (12) BBAN has the right to deny the provision of the service to present a project and has not obligation to inform the Entrepreneur about this. In the circumstances described in the preceding sentence, BBAN shall not BBAN shall not be obliged to pay the Entrepreneur any remuneration, cancellation fees, penalties and / or similar compensations. (13) The Entrepreneur undertakes within the shortest term possible, yet no later than 5 (five) days since the event occurs, to notify in writing BBAN about the finding of an Investor for his Project. In case the Entrepreneur fails to fulfill the obligation under the preceding sentence, he shell automatically be liable to pay BBAN a penalty fee as prescribed in the individual Contract, but not less than EUR 1 500 for each individual case of infringement.. The Entrepreneur shall sign a separate agreement with BBAN and the relevant Investor in order to specify the General Terms of the Investment in the Project and which shall regulate the rights and obligations of the parties to it which arise from the agreement concluded in principle regarding the commitment of the Investment. (14) The Entrepreneur hereby agrees that for each Project Investment Deal entered into, the Entrepreneur commits to pay BBAN a Success Fee for any Investment (Deal reached). The remuneration under the preceding sentence shall be payed by the Entrepreneur under the circumstances and in the form, amount and terms, specified in its individual Contract with BBAN (15) The Entrepreneur shall not divulge any information about the Business Angels / investors – members of the Network or potential such, including but not limited to any information in relation to or concerning the identity of those individuals, their interests, the types of negotiations etc., which became known to them during or in relation to the Presentation of the Project or in any other way during the validity of these Terms & Conditions and the validity of their individual Contract. This obligation is permanent and will remain valid even after the GTC is terminated or cancelled. In default of this obligation the Entrepreneur shall compensate BBAN in full for all damages suffered and for any lost profit or other loss.
Art.8. All other services, provided to Entrepreneurs shall be governed by specific terms and conditions in other documents (forms) presented by BBAN or in any other mutual agreements.
SERVICES PROVIDED TO INVESTORS Art.9.(1) The services provided by BBAN as described in this section shall refer to services for Investors within the meaning of the concept as defined in the section “Definitions”. (2) The services in this section are provided as means to assist the Investors in finding and identifying the appropriate Projects in the implementation of which they could conduct investments (regardless of their financial or mentorship form) (3) BBAN provides the following services to the person under paragraph 1: 1. (Annual) Membership in the Bulgarian Business Angels Network; 2. Additional services and assistance to support the process of finding suitable Projects 3. Investment forums, seminars etc. (4) In view of the efforts of BBAN to provide all the necessary services in support of the process of finding and funding suitable Projects, conducting the investment and its successful implementation, the Network reserves its right to expand the scope of services provided and/or to limit or terminate any or all of the above in a discretionary manner. (5) Each service provided by the Network, designed for Investors, can be used by all interested parties, pursuant to the terms and conditions set out in the GTC and the individual contracts concluded with them (in case the signing of such is required) and only if, the relevant person is a member of BBAN (insofar as these GTC do not envisage any exemptions to this). (6) In carrying out its activities, described here above in this section, BBAN will try convey any efforts to defend the interests of all its Users, inasmuch as such are possible in view of its rights and obligations under these GTC and insofar such are allowed by virtue of the activities promised to Entrepreneurs and Investors simultaneously. (7) Where the use of the services provided by BBAN, and in particular, whenever the services described in this Section, are use, the Investors hereby accept that they have been informed, and agree that when making any decision to invest in presented Project via the Network, they will note the following: 1. BBAN is not an investment intermediary under the current Bulgarian legislation and BBAN has therefore no obligations, rights or power inherent to investment intermediaries 2. Projects presented via the Network cannot be considered to be an offer, advice or recommendation by BBAN for or against conducting any investments whatsoever or for or against concluding a Deal; 3. Each entrepreneur has declared that the projects are fully and solely their own property and that they hold all the rights to the Projects (including, but not limited to intellectual property rights). Entrepreneurs are free to take decisions about the Projects and are free to conclude different types of transactions to raise funds for them; 4. BBAN does not guarantee and cannot be held liable in regards to the applicability, profitability, return, etc. of the Projects presented via the Web, no in regards to the reliability and accuracy of the information. 5. BBAN shall not be held liable to investors for a possible withdrawal of the project / Entrepreneur at any stage of the negotiation process 6. BBAN is not considered to be a side of the Investment Deal regarding any Project presented by the Network and therefore bears no responsibility in regards to the execution of any obligations that may be the result of an Agreement signed by the Investor or Entrepreneur or any another contract; 7. BBAN will not be liable to investors for damages suffered by them and / or for losses related (even directly) to the use of the information, Projects, etc, presented by the Network. The investors shall consider the limitation of responsibility of BBAN under the preceding sentence and should only take their Investment decisions to fund and / or mentor a Project after thorough consideration and consultation with relevant experts. 8. BBAN shall bear no responsibility in regards to the activities of its partners (legal, financial, consulting or other agencies, etc), regardless of the fact that the latter may have been recommended to the Investors by BBAN. BBAN hereby states that the partners under the preceding sentence are considered by BBAN to be proven professionals, yet this may not extend the responsibility of the Network to Investors in so far as the specific execution of the tasks of such persons are concerned for each case individually 9. Investors are required to make full and detailed examination of the Projects presented by the Network, prior to conducting any Deals in regards to it, and the Investors hereby agree that they have been warned by BBAN about all the risks of loss of profit or loss of the invested capital and that they will bear the risks in case of adverse development of the investment. 10. BBAN shall not be obliged to conduct preliminary research on the Entrepreneurs, neither to verify the accuracy of the data provided by them, including authorship, intellectual property rights and similar information on the projects submitted. The entire information published, or otherwise communicated to Investors regarding the Entrepreneurs and their Projects has been provided by the Entrepreneurs themselves, which is why the Network cannot be held liable for its accuracy, correctness or completeness. (8) Investors shall at their sole discretion choose the type of services (provided by BBAN), that they would use to meet the goals of finding and investing in a project and exiting at a profit. (9) The use of any or all of the services of the Network does not endorse a guarantee or a warranty of finding a suitable project for the Investor, nor for the profitability of any investment.
Annual Membership of Investors in the Network Art. 10 (1) Each investor may join the Network pursuant to the rules described in the GTC, subject to fulfillment of the conditions for becoming a member. (2) In order to become a Member (registered Investor), each Investor should fulfill the following requirements: 1. Sign a Contract for Membership with BBAN 2. Pay an annual membership fee amounting to the sum, mentioned elsewhere on the Website. The fee is payable by bank to the account of BBAN. 3. Confirm that he/she accepts the current GTC as well as the Code of Conduct of the Bulgarian Business Angels Network. By signing the individual Contract for Membership the Investor will be considered to have read and agreed to the GTC and the Code of Conduct (3). Each investor, who may wish to join BBAN, should first sign a Contract to join BBAN (4) The Investor shall bear the full responsibility regarding the accuracy of the data provided, regarding the Investor’s identity and the personal investment intentions and interests (5) BBAN undertakes to notify the potential investor if his request to become a member is approved. The signing of a contract with the investor shall be considered to constitute an approval of the membership request. BBAN has the right to reject a membership request to any person, if it deems valid any or all of the circumstances below: 1. if, acceptance of the person as a member to the Network may compromise or otherwise damage the image and/or good name of BBAN in front of other Investors, Entrepreneurs and or other parties. 2. if, according to BBAN, the provision of membership to the relevant person cannot help the Investor achieve the goals in regards to the type of investment opportunities sought, 3. if, acceptance of the relevant person as a Member to the Network is considered inappropriate in view of the principles and goals of BBAN and/or where the acceptance of the person as a Network member may contradict the regulations of the current Bulgarian legislation, good manners and/or policy objectives of BBAN. (6) BBAN shall not be held responsible whose application to become members in the Network has been refused. The latter are not entitled to claim any penalties, damages or compensations based on the refusal to accept them as Members to BBAN. (7) The Code of Ethics of the “Bulgarian Business Angels Network” has been published on BBAN’s website, and will be provided to the Investor in signing of the individual contract. Art.11 The Membership of the Investor shall become valid on the date all the conditions pursuant to Art. 10, par.2 of these GTC have been simultaneously met and only in case of approval of application pursuant to art. 10, par. 5. In case the person has paid a membership fee prior to receiving an approval of membership to BBAN, or in the case of lack of grounds for becoming a member for whatever other reason, BBAN shall not be expected to pay the interest on any payments made to the Network Art.12. The Membership in the Network is annual and shall automatically renew for a new year. In order to renew a membership the Investor is not required to fill in or sign another contract unless there are new circumstances which will amend it. The payment of a new fee is considered a silent agreement of the continuation of the membership. Art. 13 (1) The Membership of the Investor in the Network shall terminate with the expiry of the period for which the annual fee was paid (2) Membership in the network may be terminated early in the following cases: 1. by request of the Investor 2. by a written statement for termination by BBAN 3. in case of death or imprisonment of the Investor (3) BBAN has the right to terminate the membership of the investor at its sole discretion pursuant to par.2 (2) of this article in the following situations: a) in case of violation of the Code of Conduct b) where there is doubt that the Investor abused the services of BBAN (including but not limited to any actions resulting in or aiming at avoidance of the occurrence and/or execution of the obligations of the Investor to BBAN, or in case of attempt to avoid certain regulations of the GTC regarding the Investor, which aim at or try to persuade an Entrepreneur to or not to conduct any actions, which lead or may lead to violation of the material or nonmaterial interests of BBAN); c) in detection of deception (or an attempt of such) or deliberate submission of false data in the form d) in breach of the obligation under Art.19 of the General Conditions (4) BBAN has the right, regardless of and together with the receipt of the penalty payments as specified in the Contract with the investor, to also seek full compensation for all damages (incurred losses and lost profits) that have occurred as a result of fraudulent behavior by the investor as long as they exceed the agreed amount of the agreed claims. (5) BBAN shall not return a fee, paid for membership in the case of termination of membership under Article 13, paragraph 2, items 1 and 2, nor in the event that the contract is terminated within 2 (two) months before the date of expiry of the period of the same. Art. 14. (1) The Membership in the Network is voluntary, and the Members of the Network have the rights and obligations set out below in the current GTC and in their specific Membership Contracts. (2) Each Member of the Network shall strictly abide by the regulations of the Code of Conduct Art.15. Once the Investor becomes a member to the Network, BBAN prepares an Investment Profile. To prepare the profile BBAN will only consider the data, supplied by the Investor. Art. 16 (1) Member investors have the following rights: 1. to obtain information on selected projects and to actively participate in the screening and selection (matching) process in finding a suitable Project, and may require that BBAN provides specific information about the Entrepreneurs. The Matching (selection) of Projects under the preceding sentence shall be conducted according to their investment profile and according to predefined criteria as set by the investor ( in case the Investor has such and BBAN has agreed to conduct the matching accordingly). 2. to receive the Memorandum of each Project, which is not accessible to third parties and to non-members via the angels.bban.eu platform 3. to use the other services, offered by BBAN and designed for investors when such services are provided to registered members only. 4. to receive information about forthcoming investment forums, meetings, events and seminars, where Projects of Entrepreneurs may be presented (2) Provision of the Memorandums of Projects as well as any type of notification of the Investors, who are Members of the Network, is conducted via an e-mail, by providing access to a section of a website. Art.17 (1) The Network shall not be held liable in case the project presented does not match the Investment Profile of the Investor. (2) BBAN shall not be held responsible for the opinion the Investor has about the chances, profitability, income opportunities etc. on any given Project nor about a decision to or the conduct of any investment in a Project, when such a decision/action is the result of the proposed matching to the profile of the Investor. Art. 18. The Investors, who are members of the Network undertake to: 1. Comply with the regulations of the Code of Conduct 2. Keep the good name of BBAN and to refrain from any actions that may, albeit indirectly, undermine its prestige in front of other members of BBAN, in front of Entrepreneurs or the public in general 3. use the services provided by BBAN in good faith 4. refrain from any actions that may result in or allow the abuse of the services provided to them or to any third parties 5. to notify BBAN in case of change of circumstances in reasonable and short time 6.to keep and treat as confidential any information about Entrepreneurs and/or Projects presented via the network or about Projects, which they learned about via the Network, including but not limited to the identity of the Entrepreneurs and persons involved, their interests and negotiations, when such information has become known during the Presentation of the project or through other means during the use of the Services provided by BBAN This obligation shall be permanent and will remain in force even after the expiry or the cancellation of the membership contracts. Failure to meet the obligation by the Investor will result in full compensation to BBAN for all damages suffered and for all benefits lost. Art.19 (1) The Investor undertakes within the shortest term possible, yet no later than 5 (five) days since the event occurs, to notify in writing BBAN about the finding of a suitable Project for investment and for reaching an agreement in principle between the investor and the entrepreneur about committing an investment. In case the Investor fails to fulfill the obligation under the preceding sentence, he shell automatically be liable to pay BBAN a penalty fee as prescribed in the individual Contract but not less than EUR 1 500 for each individual case of infringement. (2) The Investor shall sign a separate agreement with BBAN and the relevant Entrepreneur in order to specify the General Terms of the Investment in the Project and which shall regulate the rights and obligations of the parties to it which arise from the agreement concluded in principle regarding the commitment of the Investment. (3) BBAN undertakes to withdraw the information about the Project (Memorandum and Summary) from the relevant website (websites) within 2 (two) days since the date of the signing of the Agreement, as well as to seize sending it to other members and/or partners. Investment Syndication/Co-Investment Art.20 (1) Each Investor may decide to issue a notification of interest in cooperating with other investors (investment syndication) regarding a particular project, by communication BBAN about this and by specifying the amount and the way of the proposed syndication. (2) Any rights and obligations that the Business Angel has to BBAN or to the respective Entrepreneur in relation to an investment shall remain applicable in case of investment syndication.
Art.21. All other services designed for Investors are subject to the terms and conditions which shall be prescribed additionally by BBAN in specific documents (forms) or in mutual agreements.
ADDITIONAL PROVISIONS Art.22. The relationship between the Network and the Entrepreneurs, as well as by the Network and the Investors, shall be governed by the current General Terms & Conditions, the Code of Ethics and the Contracts concluded to them. Art.23. The Network will be required to pay no interest on any sums provided in error /and not requested back on time regardless of the reasons. Art.24. Only the terms and conditions within these GTC as well as the Contracts and the Annexes to them shall be deemed obligatory to BBAN. Art.25. In interpreting the GTC the contracts and the annexes to them, as well as the various forms provided by BBAN, the definitions and abbreviations used in the Definitions chapter of the current GTC shall apply. Art.26. For any issues in regards to the relationship between the Bulgarian Business Angels Network Ltd and any third parties as far as the Services provided by the Network are concerned, the current Bulgarian regulations shall apply if not yet governed by these rules. Art.27. Any legal disputes that may arise shall be considered finally solved by the Arbitration Court at the Bulgarian Chamber of Commerce & Industry in accordance with its Rules of operations Art. 28 The official language of the GTC, the Contract as well as the Annexes to them, as well as any forms shall be Bulgarian.
These Terms and Conditions were prepared and announced effective on 20.06.2009г.
