Terms and Conditions
These terms apply to any engagement between Naturad Global Multi Concept encompassing Naturfund, a registered company with the company no. 0Y66182 and any Investee company (the “investee”) seeking to use Naturfund in accessing and arranging share subscriptions with potential investors ( the “investors”) through the Naturfund website (the “website”).
By accepting these investee terms, an agreement will be created between Naturfund and the Investee.
- Pay, without deduction, deferment or set off, to Naturfund any and all fees, including legal fees and charges as separately notified to the Investee by Naturfund immediately the same become due for payment. Naturfund shall provide details of its fees on its website from time to time.
- Consider with its board of directors engaging appropriate independence professional advisors to advise the investee on raising investment via the Naturfund platform. Such engagement shall be a matter for each Investee. Naturfund, shall have no obligation to ensure the Investee receives professional advice nor liability to the Investee or their Investors for any loss if such advice is not taken.
- Until expiry of the offer period not directly or indirectly, in connection with any securities to be made available to members of Naturfund through the website, permit any offer of such securities to persons outside Natufund’s membership or permit the communication of any invitation or inducement to engage in investment activity to any such person and the Investee shall indemnify and hold Naturfund harmless from any loss, liability, cost or expense resulting from the same.
- Agree to the use by Naturfund of all Investee trade names, trademarks, logos and other intellectual property of or licensed to the Investee as reasonably necessary and/or desirable for the purposes of facilitating the offer of securities to be issued by the Investee through the pitch to members of Naturfund or for the general purposes of the promotion of Naturfund or the website, and indemnify and hold Naturfund harmless from any loss, liability, cost or expense resulting from Naturfund’s use of the same.
- Adopt a constitution in such form as Naturfund may from time to time suggest or such other terms, to enable the requisite shares to be offered to Investors who apply to become shareholders of the Investee.
- Pass, sign and/or adopt any documentation in such form as Naturfund may from time to time require facilitating the issuing of shares to Investors who apply to become shareholders of the Investee.
- Inform its current shareholders of the proposed transaction in accordance with its current constitution and/or shareholders agreement, and ensure that any necessary consents to the pitch and the proposed transaction are obtained in advance including pre-emption waivers;
- Enter into an arrangement with a third party under that third party’s standard terms and conditions to provide for the transfer of monies from Investors to the Investee;
- Arrange for those persons who place an order and apply to become shareholders of the Investee, in cooperation with the investee’s shareholders, to be issued with shares in the investee on the terms of the constitution referred to in clause 1•1•7 subject to receipt of the subscription price by the investee upon completion of such arrangements.
- NATURFUND’S OBLIGATIONS
- Naturfund shall:
- Make the website available to the Investee for the purposes of the pitch and the raising of funds for which the pitch is intended;
- Endeavour to elicit applications from its registered investors for subscriptions for shares in the investee by means of the pitch and the website by communicating the pitch as a financial promotion to its registered investors;
- On completion of the fundraising through the pitch send a 7 working day confirmation email to the investors seeking confirmation of their orders to invest and co-ordinate the same, and
- Liaise with the Investee and any other third parties with a view to ensuring the transfer of funds from Investors to the Investee on completion of a successful pitch or return of funds in full to investors in the event of an unsuccessful pitch.
- Naturfund may recommend the use of a specific professional advisor to the investee, and in such circumstances the investee acknowledges that Naturfund shall have no liability in relation to or involvement in the engagement of such advisor by the investee, and such relationship will be governed by the terms of engagement between the advisor and the investee. Naturfund has no responsibility to ensure the investee takes professional advice nor liability to the investee for loss if such advice is not taken.
- REMUNERATION AND FEES
- Naturfund shall charge a one-off of $5 upon activation of a pitch on the Naturfund platform, in respect of the support provided by Naturfund, including assistance with pitch materials and administrative services such as the completion of the issue of shares in an investee following the successful fundraising of a pitch.
- Naturfund shall charge a commission of 5% on all monies raised by an investee through a pitch or in consequence (whether directly or indirectly) of publication of a pitch on the website.
- Naturfund may charge a one-off fee of $20 in respect of corporate services support provided by Naturfund, including assistance with preparation of corporate resolutions and other documents following the successful fundraising of a pitch.
- The investee acknowledges that ancillary charges of fees, including legal fees may be payable by the investee to third parties in connection with the investee’s involvement with Naturfund and any potential investment through Naturfund and acknowledges that such charges or fees are not the subject of these terms.
- The investee agrees to pay any and all charges and fees levied by any third party money transfer provider regardless of whether the pitch is successful or not, as engaged in accordance with clause 1.1.7, and agrees to indemnify and hold Naturfund harmless from any loss, liability, cost or expense resulting from any nonpayment by the Investee of such amounts. The Investee will not use any Investee funds to pay such fees while such fees are held in trust by the third party money transfer provider on behalf of the Investors or from Investor funds to be returned to the Investors in the event of the pitch being unsuccessful.
- The third party money transfer provider fees may remain payable by the Investee if there is a failure by one or more Investors to transfer the Subscription Price to the Investee and if the level of investment received by the Investee is less than 90% of the desired target level of investment as set out in its Pitch. The Investee agrees that Investor monies are not able to be used for payment of such fees and that Investor monies will be returned to the Investors in full without deduction by the Investee.
- Naturfund reserves the right to change its fees as set out in this Clause 3 or impose a fee or charge for other services to the Investee in the future, and will do so by providing one months' advance written notice by email of the proposed charges or fees and any variation of the same, to the Investee whereupon the Investee may, by notice, terminate this agreement forthwith, if it so wishes, and any current Investee pitches will be withdrawn.
- INVESTMENT PROCESS
- Investors shall be entitled to place irrevocable orders to subscribe for shares in the Investee through the Pitch for a period (the "Offer Period") ending on the earlier of:
- the Investee reaching its target level of Investment as set out in its Pitch;
- the end of a period of 60 days (beginning with the date on which the Pitch becomes live on the Website); or [60 days in Investor document]
- the date upon which the Investee terminates its Pitch other than in accordance with this agreement.
- If the Pitch is successful, when the Investor places an order to subscribe for shares in an Investee, the Investor shall enter into an agreement with the Investee, or a third party on behalf of the Investee, to transfer the subscription price of the relevant shares (the "Subscription Price") to the Investee. Shares in the Investee will be issued to the Investor by the Investee and the Subscription Price will be transferred to the account of the Investee following the end of the Offer Period. If the Pitch is not successful, the agreement between the Investor and the Investee for the transfer of the Subscription Price shall not be actioned.
- If a Pitch is successful, the Investee will instruct Naturfund to circulate a copy of the Investee's proposed Constitution to each Investor by email, and to request that each Investor inform Naturfund by email within 7 working days if they no longer wish to proceed with the Investment. In accordance with Naturfund’s Investor terms if Naturfund receives no response from the Investor within the 7 working day period, the Investor order will become an irrevocable firm order.
- If the Pitch is unsuccessful or the order not completed for any reason, the Investor’s order will not be transferred to another Pitch or Investee, and no substitute service will be provided.
- If the Investee does not ultimately attain the stated desired target level of investment as set out in its Pitch, through withdrawals after the expiry of the Offer Period, or failure by Investors to transfer the Subscription Price to the Investee, neither the Investee nor Naturfund is required to inform the Investors of this failure, and the Investors may still be required to purchase the shares they ordered, provided that the level of investment received by the Investee is at least 90% of the desired target level of investment as set out in its Pitch. If the Investee ultimately attains less than 90% of the desired target level of investment as set out in its Pitch, the Investee shall cancel the investment made by the Investors and return the Subscription Price to the Investors, and shall liaise with Naturfund throughout. The Investee consents to Naturfund releasing such information as is reasonably necessary, to the Investors and to communicate with them to allow the immediate return of the Subscription Price without deduction.
- Naturfund may assist the Investee with corporate administration matters relating to the investment process, to prepare the Investee to raise investment via the Naturfund platform. Naturfund will charge a fee for these corporate services, as set out in Clause 4. The Investee acknowledges that Naturfund is not licensed or insured to provide advice to investee companies and such assistance should not be considered as legal, financial or tax advice of any kind. If the Investee requires detailed advice and opinions on legal, financial or tax matters relating to their company and Pitch, it should contact an independent professional firm as appropriate. Naturfund can provide details of such firms on request but will not be responsible to the Investee for any advice received through any such firm.
- The Investee acknowledges that it does not rely upon any advice, representations or requirements of Naturfund in relation to the Pitch, and acknowledges that it is solely responsible for the Pitch complying with all applicable laws and regulations. The Investee further acknowledges that Naturfund is an independent organisation, and does not act as agent or representative of the Investee or any Investor. The Investee acknowledges that it must seek independent advice should it have any legal, financial, regulatory or other concerns about the Pitch.
- The Investee agrees to adhere to all reasonable requirements in relation to the investment process laid down by Naturfund from time to time in respect of regulatory and/or legal compliance in relation to the investment process and the Pitch, and shall provide all such information and documentation that Naturfund requires from time to time to ensure such compliance.
- The Investee must ensure that information contained within the Pitch that contains an indication of past performance satisfies the following conditions:
- the indication is not the most prominent feature of the communication;
- the information includes appropriate performance information which covers the lesser of the period from establishment or the preceding five years and in every case (where possible) that performance information must be based on and show complete 12- month periods;
- the reference period and the source of information are clearly stated; and
- the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results.
- The Investee must ensure that information contained within the Pitch that contain an indication of future performance satisfies the following conditions
- it is not based on and does not refer to simulated past performance;
- it is based on reasonable assumptions supported by objective data; and
- it contains a prominent warning that such forecasts are not a reliable indicator of future performance.
- The Investee shall ensure that all materials that it posts on the Pitch, including in the forums, are legal, decent, honest and not defamatory or unjustifiably denigrating of any person and that the same are accurate, complete, not misleading and otherwise clear and fair. The Pitch should contain adequate risk warnings concerning the investment for the Investor, and should not include any emphasis of any benefits to the Investor without a fair and prominent indication of the relevant risks. The Investee acknowledges that the Pitch will be reviewed by Naturfund members generally and that, whilst Naturfund shall endeavour to impose duties of confidentiality on such persons, materials posted on the Pitch will, to some extent, be in the public domain and the Investee should assume that information included in its Pitch will not necessarily be kept confidential. The Investee agrees that it alone shall bear all responsibility for the content of the Pitch and shall indemnify and hold Naturfund harmless from any loss, liability, cost or expense resulting directly or indirectly from the same. In addition, the Investee shall ensure that the Pitch contains all information that would be relevant to a potential investor of the Investee, to the extent reasonably practicable, that the Pitch is regularly monitored and kept up to date, and shall ensure that any relevant updates are adequately communicated to current and prospective Investors either through the forum, the Pitch, the 7 working day confirmation email or otherwise.
- REGULATION AND LIABILITY
- The Investee, as a member of Naturfund, acknowledges and accepts that the Website includes a forum which is intended as a service to Investees to put them in contact with Investors, and that Naturfund's investigation of the Investees and the content of their Pitches has been very limited, and accordingly that Naturfund makes no warranties or representations and assumes no liability in respect of the Investees or the content of their Pitches.
- The Investee warrants and represents to Naturfund that it shall comply with any terms and conditions associated with the use of the forums on the Website, and acknowledge that Naturfund will in its absolute discretion have the power to determine whether any posts breach this clause 6.2.
- The Investee is responsible for its Constitution and any disclosure to investors of differences from the Naturfund suggested Constitution. Naturfund has no liability for and does not guarantee successful investment in the Investee Company as a result of a Pitch on the Naturfund website. Naturfund has no responsibility for Investors who do not proceed with investment following receipt of the seven working day email to Investors.
- The Investee acknowledges that the approval of the Pitch as a financial promotion by Naturfund, or the proposed investment in an Investee by any officer or employee of Naturfund or its affiliates is not an indication of approval of the Pitch generally, and the Investee confirms that it shall take no inference from or make any reference to the same.
- Subject to clause 7.3, the agreement constituted by these terms between Naturfund and the Investee shall terminate and cease to be effective forthwith upon the earlier of:-
- the Investee serving 7 days written notice on Naturfund at Naturfund’s registered office confirming such termination; or
- the Investee achieving the raising of committed funds from members of Naturfund to the target level provided to Naturfund by the Investee and the issue in consequence of shares to Naturfund members and the conclusion of all other arrangements relating to the relevant investment as provided herein.
- Naturfund may terminate this agreement at any time in the event that:
- the Investee breaches these Investee terms;
- Naturfund suspects that the officers of the Investee have been involved in any criminal activities
- the investee becomes insolvent; or
- on the service of 7 working days’ written notice to the Investee
- If an Investee has an outstanding or incomplete order for investment from Investors which has not been resolved in accordance with clause 4, the Investee may only terminate this Agreement if it has firstly served written notice by email on Naturfund and secondly, has withdrawn its Pitch from the Website, and if a 7 working day confirmation email has been issued, instructed Naturfund to communicate a cancellation to all potential Investors.
- Once a Pitch reaches its target level of investment in accordance with clause 4.1.1 and following the expiry of the 7 working day confirmation email to the investor during which time the Investor has not withdrawn its order the subscribe for shares, a formal contract has been created between the Investee and the Investor for the issue of shares direct on such terms as were offered to the relevant Investors by the Investee in the Pitch, the Investee is bound to complete the share issue, and Naturfund shall have no further obligations or involvement in the investment or the Investee.
- The following terms shall be continuing notwithstanding termination of this Agreement: clauses 1.1.3, 1.1.10, 2.2, 3, 5.5, 6, 8, 11, 12 and this clause 7.5.
- COMPLAINTS AND QUERIES
- Should an Investee have any complaints or queries about the services provided by Naturfund or this agreement, they should contact Naturfund on +2348064504753.
- Complaints may also be addressed directly by email to firstname.lastname@example.org.
- Communications with, to or from Naturfund shall be in the English language.
- No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- NO PARTNERSHIP OR AGENCY
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
- ASSIGNMENT AND VARIATION
- An Investee’s membership in Naturfund is non-transferable, and the provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered without the written consent of Naturfund.
- No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
- Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand to its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this agreement and followed by post. The email address for the service of notices on Naturfund is email@example.com.
- Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission.
- GOVERNING LAW AND JURISDICTION
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Nigeria.
- The parties irrevocably agree that the courts of Nigeria shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
BETWEEN:NATURAD GLOBAL MULTI CONCEPT which encompasses NATURFUND and INVESTOR (company or physical person).
Naturfund’s activity is to put investors in relation with entrepreneurs in search of capital, by arousing the interest of these investors through the presentation of various profiles of projects of investment via a website, a newsletter, and forums of meeting and direct contacts with its members.
The goal of this reciprocal initiative being the promotion of risk investment, it is desirable that the investors provide not only their financial contribution to the entrepreneurs but also their experience.
This contract is especially aimed to define the provision of services rendered by Naturfund to the investor to the aim mentioned above, being understood that Naturfund neither provides investment services nor investment advice, whether it be to investors or enterpreneurs.
THE FOLLOWING HAS BEEN AGREED
For the implementation of the present contract, the following terms must be understood by:
Investor: The present co-contractor, ready to make funds available for an investment project, or any other person corresponding to this definition.
Entrepreneur: A person or company which has an investment project and that is looking for capital, financing or professional advice to be provided by a business angel.
Investment project: The project of an entrepreneur seeking to develop a product or service that seeks to generate an economic profit, and which is part of the Naturfund’s database.
Profile: A summary presentation, anonymous and standardised of a project.
Naturfund database: This database contains profiles and investment projects.
Demonstration of interest: Any demonstration of interest (by telephone, fax, email, orally...) of a person interested in a profile and member of the Naturfund database in view of obtained the details of the project.
Project details: Contact details of an entrepreneur presenting a project; name, address, email...
Article 2- Application from the Investor
- The investor wishing to become a member of Naturfund will first fill in an application form, and this will be accepted in a discretionary manner without justification. Considering the nature of the activity undertaken by Naturfund, the contractual relations envisaged are intuitu personae. The diffusion of the application, attached or not to the present contract, does not constitute a public offer to contract, as Naturfund cannot solely be engaged through the signature of the contract.
- The investor will pay Naturfund an annual fee of 400$(+84$ of VAT). This fee will be paid to the following account number xxx
- The implementation of the present contract is subordinated to the payment of the fee for the period concerned.
Article 3- Obligations of Naturfund
- Naturfund commits to keeping confidential the details of the Investor, unless otherwise specified by the latter.
- Naturfund will communicate to the Investor any investment project accepted by Naturfund. Naturfund can refuse such communication if, on Naturfund’s opinion , it may go further than the limits prohibited.
Without prejudice to possible extensions of relations resulting from specific agreements to consider individually, and resulting from the present contract, the mission of Naturfund will in any case be limited to a coordination of contacts without intervention of consultancy, nor of assistance in the negotiations or in the determination of the concrete modalities of a potential investment.
- Naturfund commits to stop sending project profiles upon simple demand from the Investor.
- Naturfund commits not to propose projects coming from a company in which it has shares, unless these shares are the result of a success fee from a previous matching and as long as this participation does not exceed 3% of the existing capital.
Article 4- Investor obligations
- The Investor commits to keep the details of an investment project which he has known through Naturfund confidential, for a 2-year duration, unless otherwise specified by the entrepreneur. This prohibition of disclosure will not apply to information which was already in the public domain at the time when the investor was informed of it and with information which will become of public knowledge in the future without being responsible. Naturfund will make sure that the entrepreneurs registered in the Naturfund database also commit themselves to never reveal the identity of an Investor member of Naturfund, unless otherwise specified by the investor.
In case of business relations between the investor and the enterpreneurs prior to the matching by Naturfund, the investor must inform Naturfund immediately of the pre-existing relation. By business relation is meant investment project and not commercial relations. If and only if this information is confirmed by the entrepreneur, the investor will be exempted from paying a success fee to Naturfund.
Article 5- Interest of Naturfund
The interest rate of the investor, project owner and Naturfund shall be in two axes;
- The investor shall be entitled to 50% of the profit made from the investment while 45% shall be that of the project owner and the remaining 5% shall be owned by Naturfund.
Note: For a project owner to become the sole proprietor of his/her project, he must have realized thrice the cost estimate of the project/business
- Investor shall be entitled to 30% of the shares of the company, while 5% belongs to Naturfund and the remaining 65% shall be controlled by the project owner.
The Investor acknowledge the fact that Naturfund does not assume any responsibility in relation to him, whatever the legal form, contractual or non-contractual in relation to the communication of investment profiles and for investment projects or with the concretization of foreseen investments.
Article 7: Duration
The contract is effective the day of its signature and is concluded for duration of 1 year. An invoice concerning the annual membership fee is sent in due time. The payment of this invoice is sufficient to renew this contract for an additional year.
Article 8: Payment and Recovering
The invoice sent by Naturfund must be paid upon reception. In case of late payment, an annual interest of 10% will automatically be charged to the Investor.
In the event where Naturfund should have to appeal to any kind of Jurisdiction for the recovering of its credit, a contractual increase of 15% on the financial obligations of the Investor will be charged.
Article 9: Applicable Law and Competent
The present contract is subject to Nigerian Law. In case of a conflict of less than N500, 000.00, the case will be resolved by arbitration. In the contrary case, any conflict resulting from the present contract or in relation to the latter will be definitely dealt with by the Industrial courts of Nigeria.
The procedural language will be English
In no event shall Naturad Global Multi Concept be liable to any indirect, incidental, special, consequential, exemplary damage or any other intangible losses or in any event for damages exceeding the lesser of one hundred US dollars ($100.00) (Even if NaturFund has been advised of the possibility of such damages), whether based on contract, tort negligence, strict liability or otherwise resulting from
- Unauthorized access to or alteration of your transmissions or data.
- Statements or conduct of any third party on the service.
In no event will naturfund’s total liability to you for all damages, losses or causes of action exceed the amount you have paid.
For jurisdictions that do not allow NaturFund to limit its liability: Notwithstanding any provision of the Terms, for users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then NaturFund’s liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, NaturFund does not disclaim liability for;
- Fraudulent misrepresentation or intentional misconduct of its officers, employees or agents; or
- Any liability which it is not lawful to exclude either now or in the future.