1. Definitions

1.1. “You” or “Your” means the person who is applying to become a Member.

1.2. “Member” means investor membership of Daring Capital whereby you can receive information from Daring Capital about investment opportunities from companies which have signed the commercial terms and conditions and receive certain administration from Daring Capital.

1.3. “Membership” means your membership of Daring Capital as a Member.

2. Approval of Application

2.1. No person shall become a Member of Daring Capital unless and until their application for membership is approved by the directors of Daring Capital.

2.3. The directors of Daring Capital may at their sole discretion decline to accept any application for Membership and need not state their reasons for doing so.

2.4. If your application is approved by the directors then you will receive confirmation of your Membership of Daring Capital and your details will be entered into Daring Capital's Register of Members.


3. FSMA Declaration & Certification

3.1. Daring Capital has engaged Delio Ltd (A company registered in England and Wales with company registration number 09092423, “Delio”) to undertake the regulatory activities of making arrangements with a view to transactions in investments. Delio is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) (registration number:773662) and has permissions to bring about deals in investments and to make arrangements with a view to transactions in investments in the United Kingdom. If you have any queries in relation to these specific regulatory matters, please direct these to compliance@deliogroup.com.

3.2. Only certain individuals may invest in non-readily realisable securities/restricted mass market investments. Under the Financial Services and Markets Act 2000 (“FSMA”) and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (“FSMAO”), you may only receive financial promotions from Daring Capital, if you fit certain criteria. Your Membership is conditional upon you providing to Daring Capital (and refreshing such declaration when required to do so), a valid FSMA declaration to the effect that you are either a “Self-Certified Sophisticated Investor”, “High Net Worth Investor”, or “Elective Professional Client” as defined by the FCA Handbook.

3.3. You acknowledge and agree that if you fail to comply with condition 3.2, you shall immediately notify Daring Capital and Daring Capital will stop sending you information regarding investment opportunities. Daring Capital shall be entitled to terminate your Membership if either (i) you no longer meet the criteria described in condition 3.2 or (ii) Daring Capital is of the opinion that you no longer meet such criteria.

3.4. You agree to indemnify Daring Capital against any claims made against Daring Capital, its directors, agents, employees and other members as a direct result of your failing to comply with conditions 3.2 or 3.3 above.


4. Administration of, and decisions relating to, Your investments

4.1. You acknowledge that Daring Capital will help manage the administration of your investment via an online platform provided via Delio (the “Platform”) and that information about investments and requests for funds will be made via the Platform.

4.2. You agree that Daring Capital does not and will not provide advice on any investment opportunities presented to you for consideration. You acknowledge that any investigation or decision regarding any investment introduced to you, is yours alone. You agree that you have, and will use, appropriate competence and skill to determine whether any such investment is suitable for you, and/or take advice from a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on investments of this nature.

4.3. Daring Capital may provide a process, or framework, for the investigation of potential investment opportunities (a so-called “due diligence” process). You agree that any due diligence process offered by Daring Capital is not, in itself, a decision-making or risk-evaluation process which is necessarily suitable to allow you to make an appropriate investment decision. You agree that, regardless of the information or analysis provided by or presented in any Daring Capital due diligence process, you will perform your own due diligence on any investment opportunity presented to you.

4.4. Although other Daring Capital members may participate in or lead a due diligence process, you agree that any role other Daring Capital members undertake (including the production of any notes, reports, calculations or analysis they may make), does not constitute financial advice. You agree, as above, to make your own determination about any investment you may make. You further agree that you will hold harmless any other Daring Capital members who undertake a role in a due diligence process, relating to any such investment decision you make.

4.5. Daring Capital members may act as Observers or Directors on the Board of companies in which Daring Capital members invest. You agree that any such appointment does not mean that such person represents your investment, your voting rights, you personally, or your interests in the investee company. You agree that any Director of a company in which Daring Capital members have invested, whether or not they are a Daring Capital member, has a duty to all shareholders of that company, and not to you specifically.

4.6. If you are unsure about the legal terms of any proposed investment you should seek your own legal advice.


5. Confidentiality

5.1. You acknowledge that as a Member you will receive confidential information about Daring Capital, other members of Daring Capital and companies that Daring Capital members are looking to invest in or have invested in (including without limitation business plans, other financial promotions and membership login details for the Daring Capital website). You agree to keep such confidential information secret and not to disclose such confidential information to any third party who is not a member of Daring Capital without the prior written consent of Daring Capital, for a period of five years following the date of disclosure of the information, even if your membership of Daring Capital lapses, (except where you can demonstrate that such information has become public beforehand).

5.1. You further acknowledge that as part of Daring Capital operations (such as during due diligence), you may have access to “inside information” relating to Daring Capital, its clients, or other companies in the market. You understand that any such inside information is confidential, and that it is a crime to use such information by acquiring or disposing of, for your own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates. You agree to not use such inside information in such a manner.

5.2. You agree to indemnify Daring Capital, its directors, agents and employees against any claims made against any of them as a direct result of your failing to comply with conditions 5.1 or 5.2 above.


6. Your personal data

6.1. In order that Daring Capital can provide you with certain membership benefits, you give consent to Daring Capital storing and processing certain personal data, including but not limited to your address, financial data, investment details, personal preferences, and other data you provide or is otherwise made available to Daring Capital.

6.2. Daring Capital may continue storing and processing some elements of your personal data even after your Membership ceases, to allow certain legal or financial obligations to be fulfilled. Where possible, Daring Capital will anonymise or pseudonymise such data after your membership ceases, or you withdraw your consent to the storage or processing of your personal data.

6.3. Under the General Data Protection Regulation (GDPR), you have certain rights relating to your personal data. These include a right to be informed, a right of access, a right to rectification, a right to erasure/to be forgotten, a right to restrict processing, a right to data portability, a right to object and rights in relation to automated decision making and profiling. You can request information or exercise your rights by emailing info@daringcapital.co.uk, noting that additional legal requirements on Daring Capital (such as those required by our being regulated by the FCA) may compel Daring Capital to retain some personal information about you even if you request its erasure. A copy of Daring Capital’ GDPR policies is available by request to the same address.

7. Disclaimers

7.1. You acknowledge that a decision to invest in a company is a personal decision by you and that no responsibility for the consequences of that decision is accepted by Daring Capital or by any of its directors, agents, employees or other members.

7.2. Investment whether in new or existing businesses carries high risks as well as the possibility of high rewards. It is consequently very speculative, and you should be aware that no established market exists for the trading of shares in private companies, and such shares are not easily realisable. It must be appreciated that there could be difficulty in selling such investments at a reasonable price and, in some circumstances, it may be difficult to sell them at any price. Accordingly, you should consider very carefully whether such investments are suitable in the light of your circumstances and commitments and the financial resources available to you. Daring Capital does not promise any return on investment nor that the value of any investment will be maintained. Engaging in any investment activity may expose you to a significant risk of losing all of your investment. Before investing in a company about which information is provided by Daring Capital, you are strongly advised to take advice from a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on investments of this nature.

7.3. Daring Capital does not guarantee that Enterprise Investment Scheme Relief (as defined in Part VII Chapter III of the Income and Corporation Taxes Act 1988) or any other type of tax relief shall apply in respect of any investments made by you as a Member of Daring Capital. Daring Capital recommends that you take your own tax advice on any personal investments.


8. Changes to these Terms

8.1. You agree that Daring Capital may make changes to these Terms and Conditions at any time, giving you at least 30 days’ notice in advance. If you do not accept the changes to the Terms and Conditions, you will notify Daring Capital prior to the changes coming into effect. If you do not so notify Daring Capital, you agree that you accept the new Terms and Conditions.

9. Fees

9.1. You will be charged an annual subscription of £595.00 for membership of Daring Capital. The subscription fee will be reviewed each year.

9.2. In addition, you agree that you will pay to Daring Capital a share of gains (“Carried Interest”) you realise on any investments made in companies introduced to you as part of your Membership. Carried Interest will be calculated as 20% of any gain on your original investment, and shall only apply to investments made through your Membership. There shall be no time limit on when this share is realised, and it is still due for payment if your Daring Capital membership ceases. It is also due for payment on future investments you make in a company you first invested in during your Daring Capital membership, after your membership ceases.

9.3. You agree to notify Daring Capital of any gains realised on any investments made in companies introduced to you by Daring Capital within 14 days of you or your representatives receiving the funds.

9.4. Carried Interest (referred to in 9.2 above) is due within 30 days of receiving the gains realised on any investments made in companies introduced to you as part of your Membership, subject to receipt of an invoice by Daring Capital.

10. Termination of membership

10.1. Membership commences on the date that Daring Capital approves your application (“Commencement date”)

10.2. You may terminate your membership by informing us in writing 30 days in advance of the anniversary of the commencement of the commencement date.

10.3. In the event you choose to terminate your membership, you will not receive the benefits of being a Member (as set out in 1.2 above) and your membership fee (as set out in 9.1 above) will no longer be payable.