They are written in plain english with as little lawyer-words as possible. The below terms are those we require agreement to:
Bad Actor Agreement
Various laws apply to financial services in Australia, including (but not limited to) insider trading, market manipulation, hawking, wholesale/retail investor rules, AFSL licencing and fraud. As an AFSL holder, we are required to comply with these laws and to ensure the people involved in our financial products also comply with these laws.
Where any of the following events occur in relation to you (a ‘disqualifying event’), any entitlement you may have under this letter to carry interest will lapse and you will forfeit any right you have to have discretions relating to carry interest exercised in your favour:
a) you knowingly provide us with false, misleading or deceptive information
b) you fail to keep the information specified in this side letter confidential;
c) you slander or injure the business reputation or goodwill of Ventari (or Aussie Angels, as we were previously known), the Trustee or their affiliates, including through contact with investors, service providers, employees or agents of Ventari, the Trustee or their affiliates;
d) you interfere with the business relationships that are in place concerning Ventari, the Trustee or their affiliates, including through contact with investors, suppliers, employees or agents of Ventari, the Trustee or their affiliates;
e) you have any conflict of interest in relation to the startup or the Deal that has not been disclosed to us;
f) you pay any amount to any person or receive any amount from any person in relation to the Deal that has not been disclosed to us; or
g) you provide financial product advice or otherwise provide any financial services to any persons (in relation to the Deal or otherwise), unless you hold an AFSL that authorises you to do so.
Participation Agreement
You agree to complete an Application Form to participate in the startup deal through the Syndicate on the same terms as other investors.
If this is your first deal, you also agree to pay a $60 onboarding fee.
Trustee Limitation of Liability
Ventari is structured as a unit trust, which raises capital from investor unit holders and then deploys that capital into underlying startups.
The Trustee for Ventari also acts as trustee for other trusts, which service different investors and different investments. When Ventari participates in a startup, it is important that we ensure that our other investors (the investors not participating in this Deal) are not exposed to any liability associated with this Deal.
To achieve this, we require all agreements entered into by Ventari (including any investment documents) to include our standard limitation of liability clause, set out here.
This clause is market-standard for Australian trustees and is based on the standard form clause described by Diccon Loxton and Nuncio D’Angelo.
Miscellaneous Agreement
Non-exclusive: We acknowledge that this arrangement is non-exclusive and that you will raise capital from other investors.
Confidentiality:The contents of this side letter and the fact we are considering an investment are confidential and may not be disclosed to other persons without our consent.
Due Diligence:Completion of our investment is subject to standard closing conditions, including satisfactory legal and commercial due diligence (if applicable).
No obligation: This letter does not impose any obligation on us to raise any capital in relation to the Deal – it merely contains certain terms that will apply in the event we do raise capital in relation to the Deal.
Trustee Appointment
By checking this box, you agree that:
You are appointing Ventari via Aussie Angels Fund Services Pty Ltd as Trustee for this Deal under the Aussie Angels Fund 2 IM (master trust)
Ventari will act on behalf of and in the best interest of investors.
Ventari will receive an agreed portion of carry and fees for this service.
Terms and Conditions
By ticking this box, you agree that this transaction is governed by our Terms & Conditions, which you have read and understood.