You have accepted these Terms and Conditions when you have agreed to the Convertible Future Earnings Agreement fee structure. These Terms and Conditions are the entire agreement between us.
You acknowledge that you have not relied on any other statement, promise or representation made or given by or on our behalf.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.All of these Terms and Conditions apply to the services supplied unless otherwise specified.If any further clarification is required, we advise that you contact us for further information.
Horizan VC aims to help your business bootstrap, it helps guide you through this stage of your business. Horizan VC aims to revolutionise bootstrapping by utilising the Convertible Future Earnings Agreement, which is part equity and part future earnings agreement. In exchange for the help provided by Horizan VC we will request a percentage of income and ask you to sign a SAFE (Simple Agreement for Future Equity) note for equity. We will use reasonable care and skill in our performance of the above, We can make changes to the services if it is necessary to do so, this may be to comply with any applicable law, regulation or safety requirements,We will notify you as soon as possible if we have to make any changes,
Status of Investors
In entering into this agreement to acquire the Conversion Shares, you understand that you fall into one or more of the following categories of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”):
a “certified high net worth individual” within the meaning of Article 48(2) of the Order, and accordingly they have signed a certificate in the form set out in Part I of Schedule 5 of the Order within a period of 12 months prior to the date of this letter; ora “self-certified sophisticated investor” in Article 50(A)(1) of the Order, and accordingly they have signed a certificate in the form set out in Part II of Schedule 5 of the Order within a period of 12 months prior to the date of this letter, or you are a “restricted investor” or other person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated.
Status Information and Knowledge
In accordance with the Status clause, you as an individual or business holding that status agree that;
You have received sufficient information from the Company with respect to all matters you consider material to your investment decision; you have had the opportunity to ask questions of the management of the Company in relation to their investment decision and all such questions have been answered to their satisfaction.you have sufficient knowledge and expertise in business, tax and financial matters to be able to evaluate the risk and merits of an investment in the Company, or you have sought such advice as they consider necessary from a professional adviser with such knowledge and expertise.
Your obligations as a business looking to bootstrap
It is assumed that you have all permissions, consents and licenses necessary for us to perform our services.If you do not provide the information or documents we need, we are not liable for any delay or failure to provide the Service.
Pay back your future earnings agreements on time.Be transparent on what happens with your business (if you raise qualified financing or if you have gone bankrupt) as well as your personal professional life (such as if you go back to get a full-time job).You must provide up to date and accurate information, failure to do so, will be considered a breach of the agreement.
Fee obligations for the bootstrapping business
You only to pay the FEA if total gross income at or above £2500 per month, with a repayment cap at 1.5x over 5 years or 2.0x over 10 years. You get to buy back up to ⅔ of your equity when repayment cap is paid. If you receive qualified financing of £2 million or more, your repayment cap drops to 1.0x and the original equity amount remains.
FEA payments/deferral notices are due by the 6th of each month.
Status of funds provided to the bootstrapping business
For the avoidance of doubt, the Advance Subscription Funds will not be treated as a loan to the Company, no interest is payable in any circumstance, and no amount of the Advance Subscription Funds is repayable by the Company in any circumstance, but such amount will be converted into shares in the Company.
Liability and indemnity
In providing these services we are not liable under these Terms and Conditions for:
any indirect losses,any loss of profits, anticipated profits or business, loss of data, loss of reputation any failure to perform or delay in performance if it is due to non-compliance of any clause in this agreement or if it is caused by something beyond our reasonable control, any losses arising from the choice of service and its effects on you or your business.
You are liable to compensate us and pay any costs that may arise from us due to loss of equipment, data or software if that loss has been caused by you, your agents, your employees, your contractors or associates.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence or for any other matter for which it would be unlawful to exclude.
Communications and notices
All notices given under this document must be in writing, signed and dated. It is preferred that the notice be sent to the last known address of the other party and any corresponding email address.
Notices shall be deemed to have been given when:
delivered to the other party, a read receipt should be sent if the notice is delivered via email, The notice shall be deemed served after two business days of delivery or receipt.
All paperwork, advice, analytics, data and writing, in whole or in part is owned by Horizan VC, you are under no right to reproduce, forward or copy this in any way,
You have no right to sell the property for monetary gain or anything of its equivalent,
You have no right to use any of the property other than for the service provided to you under this document,
It is your obligation to make sure none of the property makes its way into the public domain. Staff members may get access to it on a need to know basis, in this scenario, they must be made aware of the terms of this agreement and agree to the same,
If any property makes its way into the public domain via employees or anyone associated with the client, then, it is your responsibility and there will be a request for compensation under this clause,
Upon termination or completion of the services, you will deliver all property and materials to a representative of Horizan VC.
Intellectual Property rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material.
We understand that during the supply of our services, we may gain access to, acquire or process confidential information. In accordance with this, we agree that,
you shall be in control of the data and we will be processing the data. This is in accordance with the General Data Protection Regulations (GDPR).
All definitions and meanings will be the same as they are in the GDPR.
The data we acquire or have access to will only be used to perform our duties under the terms mentioned in this document.
The data will only be disclosed to those that need to know, for the performance of the services highlighted in this document.
Further information about our approach to data protection is specified in our Data Protection Policy, which can be found on firstname.lastname@example.org.
This clause can be triggered when a force affects the performance of the party’s duties under this agreement. The force is beyond the control of the parties and affects the performance. The forces can include the following:
Industrial action,Terrorism, civil unrest, riots, invasions, threats or preparation of war,Fire, explosion, subsidence, epidemic, or natural disasters,Restrictions or closures of transport routes, Political unrest.
This is not an exhaustive list.
If either party is prevented from or suffers delays in performing their duties and it falls under this clause, then, they will be excused for as long as is necessary for them to perform their duties.
Subcontracting and assigning
If the need arises, we are able to transfer or subcontract our rights and obligations under this document.
Cancellation and amendment
We can withdraw the offer if it has not been accepted by you, within a period of 21 days from the date of the offer,
Either Party can cancel for any reason prior to your acceptance (or rejection) of the offer.
Access and security
We reserve the right to withdraw or amend the website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Website.
Law and jurisdiction
This Agreement and all disputes shall be governed by the law of England and Wales.These Terms and Conditions apply to the services offered as detailed in section 2 by Horizan VC, a company registered in England and Wales under number OC438054. The registered office is at 20 St. Thomas St, London SE1 9RS.