Investor Terms of Service
These Terms of Service are effective as of: 1 September 2017 “Effective Date”
1.1 Jozi Angels facilitates the introduction of entrepreneurs to potential investors, and is operated by Jozi Angels Investment Group (Pty) Ltd (hereinafter referred to as "Jozi Angels", "we", “our", "us" or “the Company”). Any reference to "Jozi Angels", "we", "our", "us" or “the Company”, shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.
1.2 By completing the Investor Application Form, it will signify that you have read, understand, accept, and agree to be bound, and are bound, by the Terms, in your individual capacity and for and on behalf of any entity for whom you join Jozi Angels. Further, you represent and warrant that you have the authority to do so and that you are a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.3 The Investor will be notified of any changes to our Terms of Service. To the extent permitted by applicable law, we may modify the Terms with prospective effect without prior notice to you, and any revisions to the Terms will take effect when posted on the Jozi Angels website, as indicated above, unless a later date is otherwise stated in the revised Terms. Your continued use of the Services will be construed as your consent to the amended or updated Terms, and will be conditional upon the Terms in force at the time of your use. Your only remedy, should you not agree to these Terms, is to stop your use of the Services and to terminate these Terms.
2.1 The following terminology applies to these Terms:
2.1.1. “Authentication and Verification” shall refer to the process outlined in clause 4below, utilised by Jozi Angels, to verify and approve a person as an Investor;
2.1.2. "Investor" refers to a person who has successfully completed the Authentication and Verification process, and who has been approved by Jozi Angels as an Investor, and hence, shall be eligible for introductions to entrepreneurs whom are also a part of the Network;
2.1.3. “Investor Application Form” shall be the application form, completed by a person, with a view to being accepted as an Investor, and from which, a link to these Terms is provided.
“Network” refers to the community of entrepreneurs and Investors, whether physical, online or both, forming the Network, wherein Investors seek investment opportunities with entrepreneurs;
2.1.4. "Party" or "Parties" refers to an Investor, and/or Jozi Angels, as the context requires;
2.1.5. “Services” shall refer to the sourcing, screening, performing due diligence, negotiation, structuring of deals and post investment management of startups. The structuring of deals may also include syndication where relevant. Services may be delivered as a complete suite or individually as the need arises;
2.1.6. “Service Fee” shall refer to the fee levied should the investor elect the full suite of services listed above. Further details are provided in clause 5 below.
2.1.7. “Syndication Fee” shall refer to a monetary amount payable at the time of investment to Jozi Angels by you as an Investor calculated as 5.7% (Five Percent) of the monetary amount invested by you.
2.1.8. “Terms” shall refer to these terms and conditions, inclusive of any other documents incorporated herein by reference.
2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
3. Description of our Services
3.1 Services listed below may be delivered as a complete suite or individually as the need arises. The Services are tailored to the context of the startup.
3.1.1. Through our Network, the Company is in a position to source startups that are deemed to be investable and investment ready. Our efforts in this regard will focus on the local startup ecosystem.
3.1.2. The Company applies international best practice, combined with local knowledge to screen for startups that are both investment ready and investable.
3.1.3. The Company is able to perform due diligence on startups across the country to validate the opportunity and understand the primary risks as well as mitigating factors associated with an investment.
3.1.4. The Company is in a position to negotiate deals for network members. It maintains a database of network deals and can make comparisons for valuation purposes. It also applies various valuation methodologies to triangulate the value of the startup.
3.1.5. Where applicable, the Company will facilitate the structuring of deals on behalf on the Investor or investors in the case of syndicated deals. This involves drafting and executing the relevant legal documentation.
3.1.6. The Company provides the post investment management services. This includes regular meetings with the startup, providing oversight on the startup’s operations, guiding decision making, introductions to further the startup’s development and reporting to the Investor.
3.2. In consideration for rendering of the Services, Jozi Angels will charge fees as set out in clause 5below.
3.3. Jozi Angels reserves the right to change, upgrade, modify, limit or suspend the Services or any part thereof at any time without prior notice.
4. Authentication and Verification
4.1. Use of the Services is subject to the successful Authentication and Verification of you, prior to being accepted as an Investor. This includes verifying the information submitted by you in the Investor Application Form, together with such other information as deemed necessary by Jozi Angels. Acceptance to the Network is entirely within the unfettered discretion of Jozi Angels.
4.2. You specifically authorise Jozi Angels to conduct the necessary Authentication and Verification. In this regard, you agree to provide all necessary information and render all reasonable assistance and cooperation that either Jozi Angels or its authorised agent may require in order to complete the Authentication and Verification.
4.3. You agree not to hold Jozi Angels, its agents, affiliates and/or third party service providers liable for any errors or omissions made (whether negligent, intentional or otherwise) during the course of the Authentication and Verification process.
5.1 Where the complete suite of Services is required, that is clauses 3.1.1 to 3.1.6, Jozi Angels will levy a fee of 7.98%, with a minimum fee of R50,000.00 (fifty thousand Rand).
5.2. Where selected Services are required, Fees will be levied based on the table below:
Sourcing R1,140 / hour
Screening R1,140 / hour
Due Diligence R1,140 / hour
Negotiation 2% of the deal size, with a minimum fee of R10,000
Structuring 3% of the deal size, with a minimum fee of R15,000
Post investment management R1,140 / hour
5.3. All Fees shall be payable to Jozi Angels or its authorised agent by electronic funds transfer into an account designated by Jozi Angels or such other method acceptable to Jozi Angels.
5.4. All Fees are inclusive of VAT and exclusive of financial or bank charges.
5.5. Fees paid in a currency other than South African Rand (“Rand”) shall be converted into Rand at Jozi Angels’ financial institution’s then-current market rate of exchange.
5.6. Jozi Angels specifically reserves the right to modify its Fees, pricing structure and/or payment conditions from time to time and at its sole discretion.
5.7. You remain solely liable for any statutory or regulatory charges accruing to such Fees.
6.1. You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Jozi Angels’ provision of the Services. If your failure to do so results in a delay in the provision of any Service, Jozi Angels shall not be liable for any loss or damages arising from such delay.
6.2. You represent, warrant, and undertake (where applicable) to Jozi Angels that:
6.2.1. You have the full power and authority to enter into these Terms, to undergo Authentication and Verification, and to perform your obligations hereunder;
6.2.2. You will interact with Jozi Angels, all entrepreneurs and our Network in an ethical manner and in compliance with all applicable laws and regulations;
6.2.3. You will not use the Services to engage in any unlawful activities;
6.2.4. You will not impersonate any person or entity, or misrepresent yourself or your affiliation with any person or entity;
6.2.5. You will not browse entrepreneurs and their projects to harvest ideas for your own personal gain, or the gain of others, to the exclusion of the respective entrepreneurs. You will maintain a level of professionalism and confidentiality expected of you by the Network and the entrepreneurs;
6.2.6. You must conduct your own analysis and due diligence to determine the appropriateness of any investment that you make in any entrepreneur to which you are introduced to through the Jozi Angels Network. As a result, you recognise and agree that neither Jozi Angels nor its representatives or agents are responsible or liable for any investment decision you make as a result of being a member of the Network. The choice to use and the manner of utilisation of information and knowledge gained through the Jozi Angels Network is your individual and personal choice;
6.3. You will conduct all activities in relation to Jozi Angels in accordance with all applicable laws and regulations and commonly accepted commercial practices and in an ethical manner.
6.4. Should Jozi Angels receive any complaint in respect of you, Jozi Angels shall have the right to suspend or terminate your membership with Jozi Angels immediately.
6.5. You agree to indemnify Jozi Angels and its affiliates and their employees, agents and representatives- and to hold them harmless- from any and all losses, damages, actions, claims and liabilities (including legal costs) which may arise, directly or indirectly, from your joining or accessing the Network and from any investments you may make as a result.
7. Refund Policy
7.1 Under no circumstances will a refund of any Fees, or any other fees which may be applicable, be permitted.
8.1. JOZI ANGELS MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES, ANY ENTREPRENEURS, INCLUDING BUT NOT LIMITED TO THE CLAIMS AND ASCERTIONS PERTAINING TO THEIR BUSINESSES OR INVESTMENT READINESS OR THE NETWORK RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED OR PRESENTED.
8.2. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MATERIALS AND INFORMATION FORMING PART OF THE NETWORK, IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THE TIMELINESS, WORKMANSHIP, CORRECTION, COMPLETION, OR INVESTMENT READINESS OF ENTREPRENEURIAL BUSINESSES.
8.3. Jozi Angels is not a registered Financial Services Provider, product supplier, or intermediary service provider, as defined in the Financial Advisory and Intermediary Services Act, 2002. We do not provide a financial service, nor any advice, whether financial, legal, or otherwise.
8.4. Each Investor is responsible for his or her own investment decisions, and Jozi Angels is not recommending any particular company or entrepreneur for investment. All investments in entrepreneurial companies involve a high degree of risk, and Investors should be able to bear the risk of complete financial loss. The choice to use and manner of utilisation of information and knowledge gained through Jozi Angels is each Investor’s individual and personal choice. No guidance shall be given by Jozi Angels, nor shall any person affiliated with Jozi Angels be responsible for an Investors’ use of the information, investment decision, or the results of any investment. Investors should conduct their own research on potential deals over and above the information provided by Jozi Angels.
8.5. No information, whether oral or written, obtained by a person in the Network shall create any warranty enforceable as against Jozi Angels.
8.6. To the maximum extent permissible by applicable laws, Jozi Angels denounces any fiduciary responsibilities to any Investors.
9. Use and Processing of Personal Information
9.1. Personal Information will be understood in accordance with the definition provided in the Protection of Personal Information Act 4 of 2013 ("the Act"). Jozi Angels also subscribes to the principles for electronically collecting personal information outlined in the Act, and the further legislation referred to therein.
9.2. We wish to balance our legitimate business interests and your reasonable expectation of privacy. Accordingly, we will take all reasonable steps to prevent unauthorised access to, or disclosure of your Personal Information. However, Jozi Angels shall not be responsible for any loss should your information be used without consent or stolen by a 3rdparty.
9.3. When submitting the Investor Application Form, potential investors will be prompted to provide the following information (Personal Information) for a natural person:
9.3.2. First name;
9.3.6. Phone number;
9.3.7. Physical address;
9.3.8. Postal address;
9.3.10. Country of birth;
9.3.11. South African ID number or foreign passport number;
9.3.12. Date of birth;
9.3.13. Source of funds; and
9.3.14. Areas of expertise.
9.4. Requirements will differ for a legal person. Applicants will be asked the following:
9.4.1. Entity name;
9.4.2. Contact person;
9.4.3. Registration number;
9.4.5. Phone number;
9.4.6. Physical address;
9.4.7. Postal address;
9.4.8. Country of registration;
9.4.9. Date of registration;
9.4.10. Source of funds; and
9.4.11. Area(s) of expertise.
9.6. We will not collect, use or disclose sensitive information (such as information about racial or ethnic origins or political or religious beliefs, where relevant) except with your specific consent or in the circumstances permitted by law.
9.7. By agreeing to these Terms, you consent to the use of your Personal Information in relation to:
9.7.1. The provision and performance of the Services;
9.7.2. Informing you of changes made to our Network and offerings;
9.7.3. The provision of marketing related Services to you by Jozi Angels;
9.7.4. Responding to any queries or requests you may have;
9.7.5. Developing a more direct and substantial relationship with you for the purposes described in this clause;
9.7.6. Developing an Investor profile for the Network and partner platforms;
9.7.7. To match and/or introduce you to entrepreneurs which are part of the Network;
9.7.8. For security, administrative and legal purposes; and
9.7.9. The creation and development of market data profiles which may provide insight into market norms, practices and trends to help us improve our offering to you. Such information will be compiled and retained in aggregated form, but shall not be used in any way which may comprise the identity of a user.
9.7.10. Your information will not be stored or retained for longer than is necessary for the purposes described in these Terms or as required by applicable legislation.
9.7.11. The Personal Information Jozi Angels collects from you shall only be accessed by Jozi Angels employees, representatives, entrepreneurs and consultants on a need-to-know basis, and subject to reasonable confidentiality obligations binding such persons.
9.7.12. We will not sell, share, or rent your Personal Information to any unauthorised person or use your e-mail address for unsolicited mail. Any emails sent by Jozi Angels will only be in connection with the provision of our Services and/or the marketing thereof.
10.1. Should either Party (“Defaulting Party”) breach any of the provisions of these Terms, then the other Party (“Aggrieved Party”) may give the Defaulting Party 10 (ten) days’ written notice or such longer period of time as the Aggrieved Party may specify in the notice, to remedy the breach. If the Defaulting Party fails to comply with the notice, the Aggrieved Party may:
10.1.1. Claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations that are due for performance; or
10.1.2. Terminate these Terms upon written notice to the Defaulting Party where the breach constitutes a material breach, in either event without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under these Terms or in law.
10.2. Without detracting from the provisions of the above clause, the Aggrieved Party may summarily terminate these Terms at any time by giving to the Defaulting Party notice of the cancellation if:
10.2.1. The Defaulting Party commits a material breach of these Terms which cannot be remedied;
10.2.2. The Defaulting Party is placed under voluntary or compulsory sequestration, winding-up, judicial management, business rescue or the equivalent of any of these in any jurisdiction;
10.2.2. A judgment against the Defaulting Party in respect of which no appeal lies or in respect of which the period for lodging an appeal (excluding any period to seek condonation) has expired and remains unsatisfied for a period of at least 30 (thirty) days; or
10.2.4. The Defaulting Party makes or offers to make a general assignment or any arrangement or composition with or for the benefit of its creditors generally (or any class of its creditors) for releasing it wholly or partially from its debts.
10.3. Any termination of these Terms by the Aggrieved Party is effective on receipt of a notice of cancellation by the Defaulting Party.
10.4. Any termination is without prejudice to any claim that either Party may have in respect of any breach of these Terms by the other Party arising prior to the date of cancellation.
11.1. You or Jozi Angels may terminate these Terms, and hence, your membership to the Network for any reason whatsoever by providing the other Party 30 days’ written notice of such termination.
11.2. In the above circumstances, no refunds of any Fees shall be permitted.
12.1 You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. Jozi Angels may assign its rights and/or obligations under these Terms to any other party at our discretion and without any prior notice to you.
13. Force Majeure
13.1 To the extent that it becomes impossible for a Party to perform any obligation (other than a payment obligation) in terms of these Terms because of an event or circumstance that was neither foreseen nor reasonably foreseeable when the Terms were entered into or which, if the event could have been foreseen at that time, cannot be guarded against or avoided by reasonable care or the reasonable acts of that Party, that Party may:
13.1.1. Notify the other Party within 5 (five) business days of the nature, extent, effect and likely duration of the event or circumstance; and keep the other Party updated as may be reasonably required by the other Party;
13.1.2. Take all commercially reasonable action to remedy or minimise the consequences (and report to the other Party); and
13.1.3. Immediately resume performance of its obligations under these Terms and notify the other Party when performance of the obligation again becomes possible.
13.2. Performance of any such obligation is suspended for as long as the event or circumstance continues to make the performance impossible.
13.3. If the event or circumstance continues for a period exceeding 20 business days, either Party may cancel these Terms on written notice to the other Party, provided that the obligation which the affected Party is unable to perform is a material obligation under these Terms.
14.1. To the extent permitted by law, these Terms, and the provision of our Services, shall be governed by and construed in accordance with South African law, and any dispute arising out of these Terms and/or our Services shall be submitted to the competent South African courts having the requisite jurisdiction to hear the matter.
14.2. To the extent necessary and/or possible, you consent to the exclusive jurisdiction of the South Gauteng High Court or an alternative appropriate South African court seized with appropriate jurisdiction in all disputes arising out of the Terms, our Services, and/or related agreements incorporated by reference.
14.3. These Terms comprise the whole agreement between the Parties in regard to its subject matter.
14.4. No addition to or variation or consensual cancellation of these Terms, including this clause, has effect, unless in writing and signed by the Parties.
14.5. No indulgence by a Party to another Party, or failure strictly to enforce these Terms, shall be construed as a waiver or be capable of founding an estoppel.
14.6. The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of these Terms.
15.1 If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and the remaining terms will continue to apply. Failure by Jozi Angels to enforce any of the provisions set out in these Terms and/or any other agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms or of any agreement or any part thereof, or the right thereafter to enforce each and every provision.