I General

These terms and conditions (collectively referred to as the "terms") will apply to each person or business (“Member”) who wishes to use the Cban Limited (“Cban”) Website and services (the "Website") including the templates created and made available on the Website by Cban. 

Each Member must comply and adhere to these terms in order to access and use the Website, any of the templates, submit any documents and to meet potential investors (“Angels”).

In order to use and participate in this Website, all Members must accept these terms by clicking the "I accept" button. Submission of a Registration Form and Business Summary (see clause II:3.1) will also be deemed as acceptance of these terms by the Member submitting those documents. 

Upon such acceptance and payment of the registration fee, each Member will be given a unique login ID which will, for the purpose of security, be monitored and tracked by Cban.

Members specific attention is draw to the clauses II:2.12 (the terms under which the Angel’s register with us), II:3 (Fees), II:6 (Indemnity and Waiver) and II:7 (Exclusions of Warranties and Liability).  If a Member has any questions about the meaning or import of any of these terms, they are advised to seek independent legal advice before accepting.


II Terms and Conditions

1. Basic Requirements

1.1 Each Member and any documents uploaded by them into the Website must comply with the conditions in this clause and that their use of the Website will be similarly governed by said conditions.
 
1.2 All information and activities must be truthful and legal (in terms of the law applying in terms of clause 9).

1.3 Data protection legislation of the United Kingdom must be adhered to and the Member must ensure that any personal information collected by them is not traded or disclosed in breach of such legislation.  Personal information collected by Cban may be used to communicate with Members in regard to the services provided by Cban and thereafter to deliver marketing and publicity information to Members about services, Events or other projects organised by Cban. Members give Cban permission to forward their personal information to carefully selected companies or organisations which Cban believe will be of interest to them. Any Member wishing to be removed from Cban’s database in regards to such selected companies or organisations must contact Cban on the following email address requesting “unsubscribe”. Email address: unsubscribe@cban.co.uk.

1.4 Distance selling requirements must be complied with as laid down in both English and Scots law.

1.5 All other relevant legislation, to include but not limited to those applying to Telecommunication, Competition Law and Intellectual Property, and guidance and regulations by regulators, to include but not limited to Trading Standards, OFT and the utility regulators, must be complied with, to include any additional or varied legislation, guidance or regulation from time to time.

1.6 The Member acknowledges that Cban reserve the right to withdraw from display, or refuse to display any documents uploaded which fail to adhere to these terms or result in the Website being brought into disrepute or, or in the view of Cban may appear to do so.

1.7 Cban reserve the right to terminate access to the Website to any Member it reasonably believes has or intends to breach these terms.

1.8 The Member acknowledges the terms of the Indemnity granted at clause II:6 in favour of Cban in regards to any loss or expense caused to them by the Member breaching or being accused of breaching these terms.

1.9 Individuals wishing to become Members must be over the age of 18 years.


2. Specific Responsibilities of Members

2.1 The Member agrees to provide accurate, complete personal information as requested.  No login to the Website nor access to templates will be made available until such information is received and, at the discretion of Cban, verified. It is the responsibility of the Member to provide updated personal information so that they may be contacted regarding changes to the service or events. Cban’s privacy policy relating to use of personal information is set out clearly on the Website.  In the event of the Member being a corporate entity, such personal information may be requested (and require to be kept up to date) on all directors of the Member as well as the Member at the discretion of Cban.  In the event of the Member being a partnership, LLP or Limited Partnership, such personal information may be requested (and require to be kept up to date) on all partners or members of the Member, as well as the Member, at the discretion of Cban.

2.2 Each Member is solely responsible for the accuracy, legality, currency and compliance of its Full Business Plan (see clause II:3.2 for definition) and shall be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein. The Member certifies to Cban that their completed Full Business Plan fairly and accurately reflects their business idea or project, and any invention, trade mark or intellectual property used in connection with it. 

2.3 The Website Login may only be used by the designated Member.  Shared access is not permitted. Members may not assign nor transfer their subscription.  Each Member is solely responsible for maintaining the confidentiality of its unique login ID and for its use.  Cban shall not be responsible for any loss or damage incurred through the loss or misuse of the Member’s Website Login ID.

2.4 None of the Website content, the style templates, the Full Business Plans submitted by other Members nor material posted on the Website by other Members may be reproduced, duplicated, copied, sold, resold, downloaded, distributed nor used in any other fashion (whether for profit or not) with without the prior written consent of Cban.  The use of Cban’s trading name and that of any pictorial device used by Cban in its marketing and promotional materials, by Members, is prohibited unless express prior written consent has been obtained. The Website content supplied by Cban and the pro-forma templates are the copyright of Cban and will be protected to their fullest extent.  All copyright notices used now or in the future by Cban must be faithfully reproduced on all copies of the templates.  Intellectual Property rights in the content of completed Full Business Plan shall vest in the submitting Member, subject to the licence granted to Cban under sub-clause II:2.11 below. 

2.5 Access to the Website is provided subject to the condition that there is no abuse or fraudulent use thereof by Members. It is not permitted to re-arrange, tamper with or make any connection to the Website by any trick, scheme, false representation or other fraudulent means.

2.6  The Member certifies to Cban that their completed Full Business Plan is not illegal, immoral or indecent; is not false or misleading; does not defame; does not infringe upon third party rights; does not incite violence, sadism, cruelty or racial hatred; does not facilitate nor encourage illegal activity; is not pornographic or obscene, abusive, offensive or menacing.

2.7 Members acknowledge that Cban cannot guarantee the security of the Website against hackers, trojans or virus contamination.  Cban cannot therefore guarantee the privacy or security of any Full Business Plan submitted.

2.8 Members agree to (i) immediately notify Cban of any unauthorised use of their login ID or any other breach of security, and (ii) ensure that they exit from the Web Site at the end of each session.

2.9 Members hereby undertake not to introduce any virus, worm, Trojan horse or other destructive or contaminating program to the Website nor instruct or advise any other party how to do so.  Members undertake not to invade the privacy of other users (whether Angels or Members) nor collect or transfer any personal data regarding other users without their express consent.

2.10 Where Members collaborate with Angels or anyone else other than Cban as a result of use of this Website, they do so as independent contracting parties. Members acknowledge that Cban will not in any way be construed as a party to such collaboration, contract or negotiation nor shall Cban be liable nor responsible in any way for the dealings of such collaborations, contracts or negotiations or the parties thereto nor shall it be regarded as providing advice or engaging in promotion of financial services or opportunities in any way.

2.11  The Member hereby grants to Cban a royalty-free, non-exclusive, worldwide, right title and licence to use, distribute, modify, adapt and display the completed Full Business Plan or part thereof, any attachments and any other written documents or materials submitted by the Member for the purposes of utilising this service.  Such use includes, but is not limited to, the display of such documents (or any part thereof) to Angels. The Member hereby confirms that it has all requisite authority and third party permissions to provide this grant. Cban reserves the right to display on the publicly available areas of the Website edited “success story” information about successful Members for the sole purpose of marketing the Website and its use. Members may be approached in regards to being involved in additional forms of marketing such as print or broadcast media. Cban reserve the right to continue to utilise this title and licence after the end of any period of subscription by the Member unless expressly withdrawn in writing by the Member on or after the end of such period of subscription.

2.12 Members are advised to seek appropriate professional advice in regards to all matters of their business or business proposal contained in the completed Full Business Plan or ancilliary thereto, not limited to advice on regulated investment activity, financial promotion, intellectual property protection and competition law.  The Member accepts full responsibility for compliance with all applicable laws relating to their business or business proposal when submitting any Full Business Plan or part thereof to Cban or to any Angel.  Members acknowledge that Cban accept no responsibility for any loss arising from the use of the Full Business Plan or part thereof by the Angels or any other party to whom such documents are disclosed further to sub-clause II:2.11 and elsewhere.  The Members are directed to the terms under which the Angels agree to view the Full Business Plans at [insert URL for Angel’s T&Cs] and acknowledge that it is acceptable to them that these are the terms under which the Angels operate.  Members are specifically recommended to take appropriate advice on the protection of the Intellectual Property of the business proposal disclosed in their Business Summary (as defined below) or Full Business Plan prior to submission to Cban.

2.13 In order to maintain confidentiality in their proposals, it is strongly recommended to the Member that they consider whether or not to make reference to the name of their business or product or the actual names of any of the management team or owners of the business or product or their website address within the Full Business Plan.


3.  Fees

3.1 After acceptance of these terms, the Member require to complete Registration Form and Business Summary  providing full personal information (in terms of sub-clause II:2.1 and as otherwise narrated on the Registration Form and Business Summary) of the Member and abbreviated details of their business or business proposal.  On receipt of the completed Registration Form and Business Summary, the Member will be provided with a Website Login. 

3.2  A non-refundable fee of ££499 plus VAT must be paid by the Member prior to being entitled to access to the full template documents.  Thereafter the Member shall have a period of 30 days (which period may be extended at the discretion of Cban) to complete and seek to upload the completed template document and any attachments or associated documents (collectively known as the “Full Business Plan”).  Prior to upload, the Member must first submit the draft Full Business Plan to Cban to ensure that they comply with these terms and the appropriate style and format for uploading.  Furthermore, the fee must be paid in full prior to uploading.  After uploading, the Member may seek to unlock their Full Business Plan in order to amend any part or attachment or make additions thereto.  A fee of £149 plus VAT shall be due for unlocking and resubmission of the altered Full Business Plan which must be paid in full prior to the unlocking.

3.3  Only one business or business proposal will be accepted per fee of £499 plus VAT.  In the event that Cban hold that any Member’s completed Full Business Plan contains more than one business or business proposal, they may refuse to upload the completed Full Business Plan until the proposals are separated into separate templates and the appropriate registration fee of £499 plus VAT paid for each business or business proposal.

3.4  On expiry of the subscription period of 12 months from the date of payment of the fee, the Full Business Plan may be removed from the website.  At the discretion of Cban, the said documents may be redisplayed for a further 12 month period on payment by the Member of a further sum of £499 plus VAT.  In such an event, Cban may further decline to redisplay unless the Member carries out updating or alteration of the Full Business Plan.

3.5  When providing debit or credit card information the Member shall ensure that the same is accurate, complete, up-to-date and that the Member has authority to provide such information.  The Member shall pay all fees due to Cban promptly on request.  The Member acknowledges that credit or debit card payments made through the Website shall be taken by HSBC, the Member having been redirected to their website.  The Member acknowledged that such payments through HSBC may be subject to further terms and conditions for payment applied by HSBC in connection with that service.  Access to the templates and permission to submit a Full Business Plan shall be restricted unless payment of the appropriate fee has been met in full. Fees are subject to VAT (where applicable). Fees are not refundable in any circumstances.

3.6  Members shall pay a fee to Cban of 5% of the total investment sum (or in the event of the investment being other than monetary, 5% of the value of that investment) that the Member (or their Associate as defined at II:3.10 below) receives from an Angel (or their Associate as defined at II:3.10 below) following an introduction (as defined below) made by Cban (the “success fee”).  If the investment sum is paid to the Member (or their Associate) in one lump sum, the success fee will be paid to Cban by the Member within 21 days of receiving the investment. If the investment is paid to the Member (or their Associate) in tranches or a payment instalment plan, the success fee will be paid to Cban by the Member pro-rata (being 5% of the value of each tranche or payment instalment) within 21 days of payment of each tranche or payment instalment. 

3.7  For a period concluding 60 months after the expiry of any subscription period or continued subscription period, should the Member (or their Associate) received any subsequent rounds of re-investments from Angels (or their Associates) who previously made investments which resulted in a success fee being payable, the Member will pay to Cban 2% of the re-investment sum that the Member (or their Associate) receives (the “further success fee”).  If such re-investment sum is paid to the Member (or their Associate) in one lump sum, the further success fee will be paid to Cban by the Member within 21 days of receiving the re-investment. If the re-investment is paid to the Member (or their Associate) in tranches or a payment instalment plan, the further success fee will be paid to Cban by the Member pro-rata (being 2% of the value of each tranche or payment instalment) within 21 days of payment of each tranche or payment instalment.

3.8  It is the responsibility of the Member to keep account of all investment and re-investment sums received by the Member (or their Associate) as a result of any introduction and report the amount and date of receipt to Cban within 7 days of receipt of such sums. It is the responsibility of the Member to pay the success fee or further success fee to Cban in accordance with this clause.  The Member hereby authorises their professional advisors (including, but not limited to, their accountants, solicitors, financial advisors and bankers) and any Angels registered with Cban to disclose to Cban the name of any investor for any investment or re-investment made to the Member, as well as the date and extent of such investment or re-investment during any period of subscription with Cban and for a period of 60 months after the conclusion of any subscription.

3.9  For the purposes of these terms, an investment following an introduction shall be defined as any investment:
(i)    in the business or business proposal (or any part thereof) narrated in a Member’s Full Business Plan or part thereof and uploaded on Cban’s Website; by either
(ii)    any Angel registered with Cban during the period of the Member’s subscription or continued subscription with Cban (or their Associate as defined at II:3.10); or
(iii)    any person or entity introduced to the Member by such an Angel (for which purposes, without prejudice to the foregoing generality, such introduction will include provision of the Member’s Full Business Plan or any part of it by such an Angel)
noting that:
(iii)    an introduction shall have been made, and the success fee paid, even if the investment is made after the end of subscription period (or any continued subscription period); and
(iv)    without prejudice to the foregoing, an introduction shall have been made if the Angel was not introduced by Cban but by another agent or by any other person, excluding the Member, provided that the Angel downloaded or was sent by Cban the Member’s Full Business Plan or part thereof during the period of the Member’s subscription with Cban or was in attendance or represented at an Event organised by Cban at which the Member was in attendance or represented.

3.10  For the purposes of these terms, an investment or re-investment shall result in the Member’s liability to make payment of a success fee or further success fee, even if the investment is made by or to an Associate.  In the case of an Angel, the Associate of an Angel shall be an entity which (even if other than the entity under which the Angel is registered with Cban) any Angel, registered with Cban during the period of the Member’s subscription or continued subscription with Cban:
(i)    if a natural person, is a partner, member, director or shareholder; or
(ii)    if a partnership, LLP or Limited Partnership, shares any partners or members; or
(iii)    if a limited company, shares any directors or shareholders.
In the case of a Member, the Associate of a Member shall be an entity which (even if other than the entity under which the Member is registered with Cban) the Member:
(iv)    if a natural person, is a partner, member, director or shareholder; or
(v)    if a partnership, LLP or Limited Partnership, shares any partners or members; or
(vi)    if a limited company, shares any directors or shareholders; or
(vii)    has received rights to the idea, goodwill, Intellectual Property or assets material to the business or business proposal disclosed in a Member’s Full Business Plan (or any part thereof) by way of any purchase and sale, assignation or assignment or transfer of any other fashion from, whether directly or through a third party, the Member or, if the Member was not the holder of such rights at the time of submission of any Full Business Plan, from the holder of such rights at that time.


4. Responsibilities and Rights of Cban 

4.1 Cban will protect and restrict use of personal information in accordance with its privacy policy, subject to the matters relating to security narrated above. Cban may send out information by email from time to time. Cban may be required to disclose personal information in order to comply with its legal obligations.

4.2 Cban will enable approved Full Business Plan to be made available for viewing by Angels, who have accepted Cban’s terms and conditions for Angels.

4.3 Cban does not screen, evaluate or scrutinise the Full Business Plan or any part thereof except for the purposes of style and format as narrated above. 

4.4 Cban does not provide any financial or investment advice. Cban does not broker nor arrange collaborations, deals or investments between any parties. None of the activities undertaken by Cban amounts to an invitation or inducement to any party to engage in investment activity.  To the best of the knowledge and belief of Cban, Cban is not making and does not intend to make regulated financial promotions for the purposes of applicable financial services legislation, but no representation or warranty is made to that effect and the attention of Members is especially drawn to sub-clause II:2.12.

4.5 Cban shall have the right to refuse to upload or remove Full Business Plans or any part thereof for the reasons narrated herein.

4.6 Cban may preserve documents forwarded to them (even if not uploaded) and may disclose them other than to Angels as otherwise permitted in these terms or if required to do so by law or other competent authority or in the reasonable belief that such preservation or disclosure is necessary to comply with applicable law or to protect the rights or property of itself and its business or of others.

4.7 Cban is responsible for administering any issues arising from Members’ use of the Website under the Complaints and Sanctions Procedure specified in Section 5 below.


5. Complaints and Sanctions Procedure

5.1 Any complaint by or about a Member or any document uploaded should be referred to Cban in the first instance.

5.2 Sanctions available to Cban for breach of these terms by a Member will include the following:
(i)     removing access to the Website from a Member;
(ii)     referring the matter to the appropriate law enforcement agency, where the issue is of a criminal or illegal nature;
(iii)     referring the matter to a court of competent jurisdiction if the issue necessitates the same (e.g requires an injunction or interdict, delivery, seizure or similar judicial measure).


6. Indemnity and Waiver

6.1  Cban does not warrant that access to the Website by a Member will be free from risk of virus or other contamination to the Member’s computer equipment. Use of the Website is at the sole risk of the Member and any downloading of material from the Website is at the Member’s sole discretion and risk. Any damage or loss to the Member’s computer system by such activity shall be entirely at the risk of the Member. Access to the Website may be restricted or prevented during periods of repair, maintenance or restructuring. It is the responsibility of the Member to supply and maintain its own equipment necessary to access the Website and to meet any telephony or other costs associated therewith.

6.2 Each Member agrees to indemnify and keep indemnified Cban, their successors and assignees, and each of their respective directors, officers, employees and agents (collectively "Website Owner") from and against any and all liability, damages, losses (including loss of profit, loss of goodwill or other consequential losses), claims (including reasonable legal fees) resulting in any way from:
(i)    the Member’s use of the Website; or
(ii)    the use or content of any Full Business Plan or part thereof submitted or materials otherwise posted on the Website by the Member; or
(iii)    from contravention or alleged contravention of these terms (in particular, but not limited to, claims by third parties that documents uploaded by the Member infringe upon their rights, claims that the material uploaded contravenes any part of clause II:2 or claims that it contravenes a foreign law which holds or purports to hold jurisdiction to pursue action); or
(iv)    arising from any introduction or collaboration resulting from use of the Website; or
(v)    otherwise arising from the Member’s use of the Website or participation with Cban herein.

6.3  Each Member waives any right to bring any claim or action against Cban for any loss, damage or injury arising from i) use of the Website, or ii) submission of Full Business Plans, or iii) otherwise arising from any of these terms.

6.4 Persons from outside the United Kingdom may only use the services provided by this Website if they are satisfied they may do so under local laws and regulations. 


7. Exclusion of Warranties and Liability

7.1 Cban do not warrant the content, accuracy or veracity of the Full Business Plan nor other information supplied by Members or otherwise appearing on the Website, and make no representations thereon. The responsibility for verification rests with each of the submitting Members.

7.2 Each Member accepts the Website "AS IS" and “AS AVAILABLE” with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accessibility, accuracy, completeness, quality, merchantability, fitness for a particular purpose or non-infringement.

7.3 Cban makes no warranty in respect to any links or third party websites referred to in the content of the Website.

7.4 Cban makes no warranty or promise in respect of any collaboration or agreement entered into between the Member and Angels. The relationship between a Member and Angel is entirely separate from the Member’s use of the Website and is made between the Member and Angel as independent parties. The Member accepts total responsibility in regard to such collaboration or relationship.  Cban does not make any promises nor representations regarding the bona fides of Angels.  Cban do not undertake to check nor verify the personal details of Angels. It is the Member’s responsibility to satisfy themselves as to the identity and bona fides of the Angels.  Members acknowledge that their Full Business Plan may be disclosed to an Angel who they may subsequently choose not to continue contact with.  Reference is made to the terms of sub-clause II:2.12 and the terms under which the Angels register with Cban.  It is entirely the Member’s responsibility to consider the personal, legal and financial implications of such a relationship. Cban does not endorse nor promote Angels nor does it evaluate investment in any invention, business idea or commercial project of any Member.

7.5 The content of the Website is for information only and meant as general information not advice. If a Member has any particular query in relation to an invention, business idea or commercial project, the completion and submission of Full Business Plan or otherwise in relation to the content of the Website or in general then the Member must seek advice from its own professional advisors.

7.6 Cban excludes any liability for incidental or consequential loss incurred by the Member, (including but not limited to loss of profit, loss of opportunity or otherwise) arising either directly or indirectly from the Member’s use of the Website.

7.7 Cban shall not be liable for any injury, loss, claim, damages nor any special, incidental, consequential, exemplary or punitive damages of any kind arising out of or in connection with any Member's access to, or use of the Website, any templates or Full Business Plans thereon, whether based in contract, delict, tort and whether negligent or otherwise. In the event that this exclusion of liability is held by a court of competent jurisdiction to be unlawful, but that liability may be lawfully limited, Cban's aggregate total liability to any Member for all such damages and losses shall be limited to £1,000.

7.8 The Member agrees that these exclusions and limitations are reasonable in the circumstances and in relation to the provision of the services for limited fixed fees and the specified success fees.

7.9 The Website and services supplied by Cban are of the nature of a network and do not constitute trading or investment advice or promotion. Cban is not an Authorised Person (as the meaning is set out in section 31 of the Financial Services and Market Act 2000) and does not provide advice or promotion of any financial nature.  The Member should seek their own advice as to whether their uploading of their Full Business Plan and/or any subsequent contact with any Angels constitutes such advice or promotion and act accordingly.  Members are directed to the terms under which the Angels register with Cban at [insert URL for Angel’s T&Cs]. 


8. Term and Termination

Each Member agrees to remain bound by these terms for as long as they remain a subscriber and Member to the Website and wish to use the Website or Cban’s services, unless Cban earlier terminates, suspends or otherwise limits access to the Website and/or the templates and/or the Full Business Plan in accordance with these terms.


9. Applicable Law and Jurisdiction

Each Member agrees that these terms and any dispute arising in any way in relation to the Website will be governed by and construed in accordance with the laws of Scotland in the event of the Member registering with Cban at an address in Scotland and the laws of England in the event of a Member registering with Cban at an address in England, Wales, Northern Ireland or outwith the United Kingdom.  The Member submits to the non-exclusive jurisdiction of the English courts.