“Gildia Aniołów Biznesu” - “The Guild of Business Angels” (known hereafter as GAB) is a project realized by Łódzka Agencja Rozwoju Regionalnego S.A. - The Łódź Agency for Regional Development S.A.- (known hereafter as ŁARR S.A.) within the łódzkie, mazowieckie and pomorskie voivodships, according to contract number UDA-POIG.03.03.01-00-005/09-00 from 02.09.2009, co-financed from the resources of the European Regional Development Fund within the ‘Innovative Economy’ Operational Fund, priority axis 3 – capital for innovations, operation 3.3 – creation of a system facilitating investments in Small and Medium Enterprises (known hereafter as MSP).
The main headquarters of GAB is the headquarters of ŁARR S.A. in Łódź, Tuwima 22/26. Moreover, offices of GAB are located in the pomorskie voivodship – in Gdańsk, Trzy Lipy 3, and in mazowieckie voivodship – in Warsaw, Nowogrodzka 50.
The aim of GAB is to:
a) assist private investors in making investments in companies from the MSP sector,
b) improving access to external sources of financing for companies aiming to realize innovative projects of investment character,
c) creation of a virtual platform and a model of cooperation for associating Business Angels with innovative entrepreneurs looking for sources of financing,
d) spreading knowledge and extending awareness of benefits and services offered by the GAB network by means of informative and educational activities,
e) providing GAB participants with substantive support of external experts from the Expert Database, particularly in necessary eleborations aimed at signing investment contracts, on rules established individually and independently by the GAB Participant and the expert.
Project supplier profile – data related to the Project supplier contained in the Project Supplier Registration Form.
Project supplier registration form – document containing a description of the Project supplier.
Project supplier – natural person, a legal entity or an organizational unit not being a legal entity, unto which legal capacity is granted by the law – the author of a Project, or one authorized on basis of a proper legal relation, seeking for capital for its realization; who signed the Project Supplier Registration Form, accepted the present Statute and is registered in the Project Supplier Database
Project – description of the Project supplier’s enterprise described in the Registration Form of the Project, containing, among others: information about the product/service, innovativness of the project, market and sale, resources, as well as financial information, characteristics of existing and potential risks and expected profits.
Project Registration Form – document containing the Project’s characeristics.
Contract with Project Supplier – contract signed between the Project supplier and ŁARR S.A. defining rules of paritcipation of the Project Supplier in GAB.
Businessplan – Project description created according to guidelines indicated by a Business Angel.
GAB Project Database – register of Projects that contains all Projects signed and registered in GAB.
GAB Evaluation Committee – team of staff employed by ŁARR S.A. assigned for Project evaluation.
GAB Qualified Enterprises Database - register of Projects that contains Projects postively evaluated by the GAB Evaluation Committee.
Business Angel Profile – data pertaining to the Business Angel included in the Business Angel Registration Form, necessary to obtain the status of a Business Angel.
Business Angel – natural person submitting wiliness to invest his/her financial resources and/or non-material resources in Projects of Project Suppliers, who accepted the present Statute, signed the Business Angel Registration Form, signed a contract with ŁARR S.A. and has been registered in the GAB Business Angel Database.
Business Angel Registration Form – document containing a description of the Business Angel.
Business Angel Contract – contract signed between a Business Angel and ŁARR S.A. defining rules of participation of the Business Angel in GAB.
Investment Contract – contract pertaining to capital involvement of the Business Angel in the Project, signed independently and individually between the Project Supplier and the Business Angel.
GAB Participant Database – register of data about the Participants of GAB, lead by ŁARR S.A.
GAB Participant – Project Suppliers and Business Angels registered in GAB.
Network policy- ethical rules valid for all Participants of GAB.
Confidential Data – all data obtained in the process of associating Participants, in particular: personal data of Participants contained in the GAB Participant Database, as well as data pertaining to Projects.
GAB Expert Database – database of entities providing services of supporting Participants in preparing and signing an Investment Contract on conditions established independently and individually by the Participant with a given expert.
User – Participant and/or each entity not registered in GAB using in any way the GAB Internet platform.
Database – database covering: GAB Participants Database, GAB Experts Database, GAB Projects Database, GAB Qualified Enterprises Database, as well as all other databases created by ŁARR S.A. in connection with GAB.
The Project Supplier and the Business Angel fill in and submit, respectively, the Project Supplier Registration Form and the Business Angel Registration Form, which are available on the GAB website and in offices of Gab as well, on basis of which registration of Participants in GAB takes place.
The Project Supplier submits the Project to GAB (via e-mail or in person) for registration and evaluation by the GAB Evaluation Committee.
GAB Evaluation Committee evaluates the Project submitted by the Project Supplier and registered in GAB on basis of an internal procedure which covers:
a) Phase I of evaluation – realized on basis of data from the Project Registration Form.
b) Phase II of evaluation – after positive evaluation of the Project in Phase I, the Evaluation Committee transfers to the Project Supplier an individual inquiry for additional information not included in the Project Registration Form that is necessary to finish evaluation of feasibility of the enterprise conducted by the GAB Evaluation Committee.
If the Project obtains a positive evaluation of feasibility, the Project Supplier signs a contract with ŁARR S.A. pertaining to the conditions of participation in GAB (Contract with Project Supplier).
A positively evaluated project arrives in the GAB Qualified Enterprises Database and is presented to Business Angels registered in GAB.
A project which has not obtained a positive evaluation returns to the GAB Project Database and can be considered by the GAB Evaluation Committee after a repeated provision of data by the Project Supplier.
In case of declaring interest in the Project by a Business Angel, the Project Supplier prepares the Project according to indications and expectations of a Business Angel,
The Project Supplier is allowed to consult the indications and expectations of a Business Angel with experts from GAB.
ŁARR S.A. allows for conducting a presentation of the Project in one’s headquarters presenting each phase of it, for negotiation and signing of an Investment Contract.
The Business Angel himself conducts pre-investment analysis of the Project.
GAB Expert Database is made available for Participants of GAB.
Within the framework of possessed resources, ŁARR S.A. may provide support to a GAB participant in financing parts of expert services necessary for preparing an Investment Contract, a GAB Participant cannot lay claim to such support from ŁARR S.A.
The Project Supplier and the Business Angel conduct negotiations independently and on their own expense and are responsible for establishing conditions of the Investment Contract.
The Project Supplier and the Business Angel are obliged to provide GAB with information about conducted negotiations, while when an Investment Contract is signed, to transfer to GAB the parties’ statement of signing the aforementioned contract.
Upon request of the Business Angel, ŁARR S.A. will provide him/her with access to Project which have not obtained positive verification of the GAB Evaluation Committee.
Preserving Confidential Data in secrecy is a condition of proper functioning of GAB, which is in the interest of ŁARR S.A. and of its Participants as well. The aim of the GAB project is to associate Participants operating according to the Statute, without unauthorized access to Confidential Data. ŁARR S.A. may ensure proper functioning of the GAB Internet platform and project using appropriate IT securities only if the duty of preserving rules of confidentiality is fulfilled. Therefore, the condition of joining GAB is the Participant’s compliance of the Statute, and in particular, preservation of Confidential Data in secrecy according to the rules defined in the present section.
Participants of GAB are obliged not to provide third parties with data characterizing the Project Supplier and the concepts and information contained in the Project Registration Form.
A Business Angel is obliged no to use any concepts or information of a Project Supplier contained in the Project Registration Form outside GAB.
Participants of GAB are obliged not to disclose to third parties nor to make use of identifying data of a Business Angel.
In case of breaching the rules of confidentiality specified in points 1-4 of the present section, a Participant of GAB is obliged to pay to ŁARR S.A. a contractual penalty of 10.000 PLN (in words: ten thousand zlotys) for each breaching, which does not exclude the possibility of claiming from him compensation of an amount higher than the contractual penalty.
ŁARR S.A. manages the database of Project Suppliers and Business Angels on conditions presented in the act of 29 August 1997 about Personal Data Protection (Dz.U. 2002, 101, 926 with changes). Project Suppliers and Business Angels agree to compute their personal data for the needs of managing the process of associating Business Angels with Project Suppliers.
The Database and the system of submission of investment projects is secured by a system of network security certificates SLL, used in electronic banking.
Participants of GAB are obliged to present GAB the information and data pertaining to them in accordance to the truth, and are aware of the legal consequences springing from providing false data or such that is designed to misinform other Participants of GAB. A GAB Participant is obliged to immediately submit to ŁARR S.A. in writing any changes in data registered in the Databases.
Participants of GAB declare that they possess the rights to the submitted Projects and supplementary data, and that they hold full and exclusive responsibility in regard to other Participants, ŁARR S.A. or third parties for any harm done during or in connection with submitting or using the aforementioned data.
A Project Supplier has the right to withdraw the Project from the GAB Project Database after prior written notification of GAB. A Business Angel may leave GAB after prior written notification of GAB. Within 30 days from receiving a written notification about resignation from participation in GAB, ŁARR S.A. will remove information pertaining to that Participant from the Databases.
Content located on the GAB Internet platform are protected by copyright law. Using information located on the pages of the GAB Internet platform does not mean acquiring by its users any rights for non-material goods to content located in it; a User may use this materials only in the scope permitted by the act from 4 February 1994 about copyright law and related laws (Dz. U. 2006, 90, 631 witch changes).
ŁARR S.A. preserves the right to introduce to the Internet pages changes, corrections and suspension of access to them at any time and without notice, which also covers the right to process personal data, its updating, introduction of changes and removal from Databases.
Participants of GAB declare that they release and discharge claims that may arise against ŁARR S.A. in connection with realization of a Project or participation in GAB.
ŁARR S.A. does not hold responsibility for the results springing from participation of Project Suppliers or Business Angels in GAB, with exclusion of harm done on purpose, in particular for:
- implementation and realization of a Project,
- disclosure of any data or information pertaining to a Project or a Participant,
- depriving a Business Angel or a Project Supplier of the status of GAB Participant or resignation from participation in GAB.
ŁARR S.A. does not hold responsibility for truthfulness, reliability and up-to-datedness of data provided by Participants of GAB or experts, as well as of data published on the GAB Internet platform.
ŁARR S.A. does not hold responsibility for actions or omissions of entities from the Expert Database undertaken during or in connection with realization of GAB.
ŁARR S.A. does not hold responsibility for the results springing from qualifying a Project by the Evaluation Committee.
ŁARR S.A. does not hold responsibility for the results springing from signing, as well as not signing of an Investment Contract between GAB Participants.
ŁARR S.A. does not hold responsibility for any damages suffered as a result of using or the inability to use the GAB Internet platform.
ŁARR S.A. is obliged not to use without written consent of the Project Suppliers the information included in the Project Registration Form, particular data and data included in the Businessplan fur purposes other than their presentation to Business Angels.
In case of violating the provisions of the present Statute, a GAB Participant may be deprived of the status of GAB Participant by ŁARR S.A.
Payments are not collected from the Participants for participation in GAB, noting that payments may be introduced by ŁARR S.A. after 31 August 2012.
In cases not regulated by the present Statute, contractual provisions, the policy of the GAB network and regulations of commonly valid law are applied.
The Statute binds the Participant from the moment of its acceptance, expressed in sending, respectively, the Project Supplier Registration Form and the Business Angel Registration Form.
ŁARR S.A. preserves the right to introduce changes in the present Statute at any period with notification of GAB Participants via e-mail.
The Statute is effective as of 15 March 2010.