The EHE Collective Membership Terms
The EHE Collective Membership Terms
Version 1.0
- Definitions and interpretation
- The definitions and rules of interpretation in this clause apply in these terms.
Definitions
Collectives means the various different sector specific membership collectives of EHE from time to time;
Data Protection Laws all laws (whether of the UK or any other jurisdiction) relating to the processing of personal data which are from time to time applicable;
EHE, we, us and our means EHE Ventures Limited, a company incorporated in England and Wales with registration number 14260134, whose registered office is at Renold Building, 32a Altrincham St, Manchester, United Kingdom, M1 7JR;
EHE Group means EHE Ventures Limited, EHE Start Up Factory Limited and any subsidiary or any holding company from time to time of either of them, and any subsidiary from time to time of a holding company of them;
Funds means any fund advised by, administered or managed by EHE or the EHE Group;
Investee Company means any company in which Members invest following an Investment Opportunity;
Investment means an investment held by a Member in an Investee Company;
Investment Opportunity means potential opportunities to invest in selected companies which consists of an Investment in Shares in an Investee Company;
Members, you means any corporate member, individual member or an unincorporated member who agrees to become a member of the EHE Collective;
Nominee the registered nominee company owned and controlled by EHE Group;;
(S)EIS The Enterprise Investment Scheme set out in ITA 2007 Sections 156-257 or The Seed Enterprise Investment Scheme as set out in the provisions of Part 5A ITA and sections 150 E, F and G and Schedule 5BB of the TGCA (in each case as inserted and/or amended from time to time), as appropriate;
Shares newly issued shares in an Investee Company, subscribed by Members following an Investment Opportunity.
- These membership terms shall be binding on the Members and their respective personal representatives, successors and permitted assigns, and references to a Member include that member's personal representatives, successors and permitted assigns.
- Unless expressly provided otherwise in these terms, a reference to legislation or a legislative provision:
- is a reference to it as amended, extended or re-enacted from time to time;
- includes all subordinate legislation made from time to time under that legislation or legislative provision.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Introduction
2.1 The EHE Group consists of EHE Ventures Limited and EHE StartupFactory Limited (trading as The Startup Factory or TSF). Together, EHE Group is a Venture Studio that offers three distinct but interdependent products to enable the growth of start-ups/scale-ups in the UK, many of those being AI-first and AI-enabled. First, via The Startup Factory, Investee Companies may be offered technical, design and build: (MVPs for startups) and innovation projects for scale-ups /corporates looking to inject innovation/AI into traditional industries. Second, EHE Ventures identifies potential UK-based AI Investee Companies for equity investment. Third, EHE Ventures helps founders take their products to market and grow through experienced advisory services. EHE (which stands for Entrepreneurs Helping Entrepreneurs) can provide strategic planning, go-to-market, venture accounting, and people, as well as operational and legal/IP services. In summary, EHE Group offers Tech + Capital + Advisory (plus its network/community). The EHE Collective is a trading name of EHE.
2.2 EHE Ventures Limited is an appointed representative of Infinity Asset Management LLP, which is authorised and regulated by the Financial Conduct Authority.
2.3 These membership terms set out the basis of the relationship between us and you, as a Member of the EHE Collective. You should read these Terms carefully before you join the EHE Collective.
2.4 These terms cover the provision of services to you, as a Member, by us, including:
(a) notifying Members of Investment Opportunities;
(b) arranging Investments in Investee Companies; and
(c) reporting to Members on the progress of their Investments.
2.5 These terms are not intended for publication or distribution outside the United Kingdom. Any Investment Opportunities do not constitute a public offering in the United Kingdom. It is the responsibility of each Member (including those located outside the United Kingdom) to satisfy himself or herself as to full compliance with all applicable laws and regulations of any relevant territory in connection with any application to participate in any Investment Opportunity, including obtaining any requisite governmental or other consent and observing any other formality presented in such territory.
2.6 It is the responsibility of each Member to ensure that any investments made in Investee Companies are considered to be a suitable investment in light of their individual circumstances. Members’ attention is drawn to the section entitled Risk Factors in section 19 below. However, you should appreciate that these risk factors are generic in nature, and there are likely to be other risks, including those that are personal to your circumstances, on which you should consider taking advice before investing.
2.7 Members should be aware that investing in unquoted companies (including (S)EIS qualifying companies) carries with it a high degree of risk.
2.8 We do not provide advice or recommendations in relation to any transactions we arrange or carry out for you involving Investment Opportunities. We cannot give investment, legal, tax or other advice regarding opportunities presented through the EHE Collective or any investments you make following our communications. Nothing we send is intended to constitute advice or a recommendation. If you require advice, you should consult an appropriately qualified professional.
3. Purpose and Scope
3.1 The EHE Collective exists to facilitate co-investment by its Members into sector specific Investee Companies, as identified by EHE from time to time.
3.2 Each Collective will invest in a specific sector as outlined to Members upon them agreeing to become a Member.
3.3 Members may be invited to join one or more specific Collective from time to time.
4. Legal Status
4.1 The EHE Collective (and each individual Collective within the EHE Collective) is not a fund and does not pool capital. It is not a collective investment scheme, alternative investment fund, or financial services provider. Each investment is made by Members on a deal-by-deal basis through a nominee structure.
4.2 Members participate voluntarily and independently in each Investment Opportunity.
4.3 The legal title to the Shares in Investee Companies will be held by the Nominee for and on behalf of Members as beneficial owners of the shares. Consequently, Investors will be the beneficial owners of Investee Companies. The Investments will appear on the respective Investee Company’s register in the Nominee’s name and any share certificates issued by the Investee Company following completion of an Investment will be retained by the Nominee.
4.4 Members acknowledge that cancelling their EHE Collective membership means the Nominee will no longer be able to hold Shares on their behalf and Members then need to engage with their Investee Companies directly.
5. Membership Eligibility
5.1 Members must meet the criteria of a high net worth individual or sophisticated investor and must sign statements to confirm such status upon request. Members must notify EHE if their status changes at any time.
5.2 Members confirm that they have the capacity to invest at least £10,000 per year in opportunities originated through the EHE Collective. This confirmation is deemed to be renewed for each year of membership. It does not create an obligation to invest this amount annually; however, the EHE Collective may periodically review Member participation and reserves the right to discontinue a membership if it considers that a Member is no longer actively engaged.
5.3 Membership is by invitation and subject to approval by the EHE Collective.
5.4 Members must act professionally, maintain confidentiality, and avoid conflicts of interest and must comply with these terms.
6. Investment Opportunities
6.1 The EHE Collective shall present Investment Opportunities to Members following its internal investment process.
6.2 The EHE Collective retains absolute discretion over how Investment Opportunities are allocated. An Investment Opportunity (or any part of it) may be offered to:
(a) one or more Funds that is managed or advised by EHE;
(b) Members;
(c) specific Collectives; or
(d) any combination of them.
For the avoidance of doubt, this means that a Fund may be given priority over all or any part of an Investment Opportunity at EHE’s entire discretion.
6.3 If we present an Investment Opportunity to you and you would like to make an Investment, we will ask you to indicate the amount you would like to invest and if sufficient interest is received from other Members, we will complete an Investment in the Investee Company on such terms and conditions as we agree with the Investee Company.
6.4 Where Investment Opportunities are offered and expressed to have (S)EIS-qualifying status, there is no guarantee any of the companies will achieve or maintain their (S)EIS-qualifying status. If an Investee Company loses its qualifying status, tax advantages on your investment in that company will be withdrawn from that point. Additionally, if an Investee Company loses its status within three years of Investment, you will be asked to repay any upfront income tax relief you have already claimed in respect of that company (and any gains that you deferred into the shares of that company will come back into charge).
6.5 You acknowledge that the position of the Investee Company, including its financial position, prospects, market situation, the composition of its management, or otherwise, may change between circulation of the details of the Investment Opportunity to you and us completing the investment agreement with the Investee Company.
6.6 The evidence supporting factual statements in respect of Investment Opportunities will be supplied by the Investee Company. Although we take reasonable care in our review, this evidence is not audited. As a result, we may not be able to identify, and will not be liable for failing to identify, forged or altered materials or deliberately misleading or inaccurate statements, except in cases of our wilful default or fraud. Aspirational statements or statements of opinion or belief often reflect the high ambitions typical of the types of businesses we introduce. In reviewing such statements, we do not express any view on the likelihood that those ambitions will be achieved.
6.7 Any offer of an Investment Opportunity does not constitute a recommendation, nor does it indicate that we believe the Investee Company is likely to be successful. We accept no responsibility and will not be liable to you if the Investee Company does not succeed. The investment decision in respect of any Investment Opportunity is entirely yours.
6.8 Other than the documents we provide to you in writing, we have not reviewed or approved any information about the Investee Company. Any responses to questions you raise are “one-off communications” and should be treated in the same way as a direct exchange between you and the business owner, without our involvement. Information about the Investee Company that we have not provided, whether contained in materials from the business owner, on its website, in social media, or elsewhere does not form part of the documentation we have supplied and has not been reviewed or approved by us.
6.9 The information we provide to you about an Investment Opportunity is supplied solely to assist you in making your investment decision. You must keep this information confidential and must not use it in any way that competes with or otherwise impedes the success of the relevant Investee Company.
6.10 Members agree not to:
(a) enter into any negotiations with companies who are the subject of an Investment Opportunity or any other related, controlled or otherwise connected party in relation to investing in the company, which would deprive EHE (in full or in part) of our fees, equity and/or growth shares;
(b) other than through the EHE Collective invest in companies who are the subject of an Investment Opportunity (directly or indirectly);
(c) become actively involved with any Investee Company unless otherwise agreed by EHE.
6.11 Members shall immediately notify us in writing following any decision they make not to proceed with the Investment Opportunity.
7. Acceptance of Investment Opportunities
7.1 After deciding to proceed with an Investment Opportunity and confirming the amount you wish to invest, you must complete the following steps:
(a) Indicate the amount you wish to invest; and
(b) Transfer the corresponding funds to the account of the solicitors appointed by the EHE Collective.
7.2 By indicating your intended investment amount and transferring the funds, you authorise us and the Nominee, where applicable to:
(a) exercise all rights and powers attached to the Shares held on your behalf in the Investee Company in such manner as we, in our absolute discretion, consider appropriate;
(b) take any steps or actions we, in our absolute discretion, consider appropriate, necessary or desirable for the purpose of implementing the Investment;
(c) manage and administer your holding of Shares in such manner as we, in our absolute discretion, consider necessary or desirable;
(d) take any steps or actions we, in our absolute discretion, consider appropriate, necessary or desirable for the purpose of managing and/or administering your interest in the Shares; and
(e) consider, negotiate, agree, sign, execute, deliver and/or issue any agreements, deeds, documents, certificates or instruments that we, in our absolute discretion, consider appropriate, necessary or desirable in connection with your holding of Shares, including (for the avoidance of doubt) any disposal or transfer of Shares by the Nominee.
7.3 If an Investment Opportunity is oversubscribed, we will liaise with the Investee Company and determine, in our absolute discretion, how the beneficial interest in the Shares will be allocated. Our general intention (where practical) is to allocate on a first‑come, first‑served basis or to pro‑rata applications.
7.4 The completion of investments will be coordinated by the EHE Collective on behalf of the Members. Following any cash call by the EHE Collective for any investment, solicitors appointed by the EHE Collective shall hold the Members’ funds in their client account until completion.
7.5 Failure to transfer funds after acceptance of an Investment Opportunity will result membership of the EHE Collective being lapsed.
7.6 Members confirm that any investment funds are derived from legitimate sources and are not linked and/or derived from criminal origin, of whatsoever nature. Members shall be required to provide a source of wealth declaration before completion of an Investment.
8. Fees and expenses
8.1 If Members invest in Investment Opportunities that we have introduced:
(a) we shall be entitled to charge arrangement fees and/or monitoring fees (either at the outset and/or on an ongoing basis throughout the term of such investment) to the Investee Company;
(b) we shall be entitled to charge investment arrangement and exit fees to the Members;
(c) we may receive a growth share (or similar) in the Investee Company such that we will receive a carried interest in that Investee Company; and
(d) we shall be entitled to be reimbursed reasonable expenses incurred in sourcing or managing deals.
Our specific rights to fees of any given Investment shall be set out in the relevant investment agreement which will be entered into by the Investee Company and its shareholders.
8.2 The EHE Group may charge additional fees to Investee Companies and/or obtain sweat equity for the provision of work carried out on behalf of the relevant company outside of the EHE Collective. This work would be undertaken by our EHE Venture Studio model and typically include software development and strategy and business consulting services that enable the Investee Companies to grow and scale effectively.
9. Information Rights and Reporting
Members will receive a quarterly progress report from Investee Companies.
10. Confidentiality
10.1 Members must keep strictly confidential all information provided to them by the EHE Collective, any Investee Company, or any third party in connection with Investment Opportunities or their membership generally (Confidential Information). Confidential Information includes all written, oral, digital or other information that is not publicly available, regardless of how it is provided or accessed.
10.2 Members may use Confidential Information solely for the purpose of evaluating or managing their participation in Investment Opportunities. Members must not disclose, copy, reproduce, circulate or otherwise make available any Confidential Information to any other person, except where required by law, to their advisors or with the prior written consent of the EHE Collective.
10.3 Members must not use Confidential Information in any way that competes with, harms, or could reasonably be expected to impede the success of the EHE Collective, any Investee Company, or any related investment. All Confidential Information remains the property of the EHE Collective or the relevant Investee Company (as applicable), and must be returned or destroyed upon request or upon termination of membership.
10.4 Nothing in this clause prevents a Member from using information that is already lawfully in the public domain (other than through a breach of these terms) or that the Member has independently developed without reference to Confidential Information
11. Conflicts of Interest
11.1 The EHE Collective, its directors, employees, consultants, advisers and associated entities may from time to time have interests in, or relationships with Investee Companies, Funds, specific Collectives or other Members. These may include acting for, advising, investing in, or otherwise being connected with such parties. Members acknowledge that such interests may give rise to actual or potential conflicts of interest.
11.2 The EHE Collective will seek to manage any conflicts of interest fairly and in a manner consistent with these terms. Members acknowledge and agree that:
(a) the EHE Collective may allocate Investment Opportunities between Members, specific Collectives and any Fund in its absolute discretion (including giving priority to a Fund or specific Collectives);
(b) the EHE Collective is not required to disclose every interest or relationship that may exist, provided that doing so would not be misleading; and
(c) the existence of a conflict of interest will not, of itself, prevent the EHE Collective from acting, nor will it give rise to any claim or liability on the part of the EHE Collective, any Fund, or any associated person.
11.3 Members must promptly disclose to the EHE Collective any actual, potential or perceived conflict of interest that may arise in connection with their membership, their relationship with any Investee Company, or their participation in any Investment Opportunity. Members must provide any further information reasonably requested by the EHE Collective to assess or manage such conflicts.
11.4 The EHE Collective’s decisions regarding the identification and management of conflicts of interest, including the allocation of Investment Opportunities, shall be final.
12. Termination of Membership
12.1 You may terminate your Membership at any time by notifying us of your cessation of membership.
12.2 We may terminate your Membership at any time for any reason and we are not required to provide you with the reason for such termination.
12.3 If we reasonably believe that you are no longer eligible to be a Member, we may suspend your Membership while we assess your eligibility. Your Membership will remain suspended until we determine that you meet the eligibility requirements again.
12.4 If your Membership is terminated or suspended, you will no longer receive Investment Opportunities from us. If our Nominee receives any monies on your behalf, we will return those funds (less any agreed fees) by any method we consider appropriate, including (without limitation) a bank transfer to an account previously notified to us as belonging to you, or by sending a cheque or money order to your last notified address. Following termination or suspension, we will continue to communicate with you as necessary in respect of any Investments you have already made.
13. Complaints
13.1 Any complaint will be dealt with in accordance with EHE’s complaints procedure in force from time to time.
14. Amendments
The EHE Collective may vary or amend these rules at any time at its own discretion.
15. Assignment
15.1 We may assign, transfer or delegate any of our rights or obligations under these terms to any person, provided we are satisfied that such person is competent to perform or exercise the relevant rights or obligations. We may also provide information about you and your investment activities to any person to whom we assign, transfer or delegate our rights or obligations.
15.2 Your Membership is personal to you. You may not assign, transfer or delegate any of your rights or obligations arising from your Membership or your investment activities to any other person. This restriction does not affect your ability to make transfers expressly permitted under these terms or under any other agreement you enter into with us. Any attempt to assign, transfer or delegate your rights or obligations in breach of these rules will be null and void.
16. Data Protection
16.1 We may collect, use, share and store your personal data in order to provide our services, and we will do so in accordance with all applicable Data Protection Laws and our privacy policy. We may process information you give us directly or that is provided to us by third parties. If you provide information about another person, you confirm that you have their consent for us to use it.
16.2 If you opt in to receive updates from us, we may use your personal information for marketing. You may opt out at any time by contacting hello@ehe.ai. Further details about how we handle personal data are set out in our privacy policy.
17. Anti-Money Laundering
17.1 We are required by UK anti‑money laundering laws to verify your identity and address. We may carry out electronic checks using reputable agencies, or we may ask you to provide documents such as a driving licence, passport and proof of address. You will not be able to transfer funds or make Investments until these checks are completed. We are not liable for any delays or losses arising from these checks.
17.2 You agree that we may also verify the identity of any third party or beneficial owner connected to your account and that you will provide any information we reasonably request.
17.3 We may be required to share identification documents with Investee Companies, banks, advisers, regulators, tax authorities or law‑enforcement agencies. We are also legally required to report suspected money‑laundering or related activity and may be prohibited from informing you if such a report is made. We will not be liable for any losses arising from our compliance with these obligations.
18. General
18.1 These terms do not create a partnership or joint venture between you and us, nor do they establish either party as the agent of the other.
18.2 No failure or delay by either you or us in exercising any right under these terms shall operate as a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.
18.4 These terms and the documents referred to therein constitute the entire agreement between you and us in relation to their subject matter and supersede all previous agreements, understandings and arrangements between us. In agreeing to become a Member, neither you nor we rely on any representation, warranty or statement other than those expressly set out in these terms. You shall have no remedy for innocent or negligent misrepresentation based on any statement made by us in these terms; your sole remedy is for breach of contract. Nothing in these terms limits or excludes liability for fraud.
18.5 All disclaimers, exclusions and any other provisions which by their nature are intended to survive termination of your Membership shall continue in full force following termination for any reason.
18.6 These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, although we may bring proceedings against you in your country of residence or any other relevant jurisdiction.
18.7 Nothing in the services we provide, nor in any other matter under these terms, gives rise to any fiduciary or equitable duties that would prevent or restrict us from acting as principal or agent, dealing with other clients, or carrying out transactions as contemplated by these terms.
18.8 Unless expressly stated otherwise, a person who is not a party to these Terms may not enforce any of their provisions under the Contracts (Rights of Third Parties) Act 1999. No consent of any third party is required for any amendment, release, compromise or termination of these terms.
19. Risk Factors
19.1 If you accept an Investment Opportunity, you are unlikely to be protected if something goes wrong. Protection from the Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover poor investment performance.
19.2 Investment Opportunities are likely to be investments in smaller, unquoted companies that are not listed on a stock exchange. Investments in these types of smaller companies can fall or rise in value much more sharply than shares in larger, more established companies. They also have a higher rate of failure.
19.3 Any Investment is illiquid It may take several years to get your money back. You are not expected to be able to sell your investment early. The most likely way to get your money back is if the business is bought by another business or listed on an exchange. You should not expect income from your investment.
19.4 You should be prepared to hold an Investment for at least five years and potentially up to ten years or more. An Investment should only be considered by persons financially able to maintain their Investment for a substantial period of time and who can afford a loss of all or a substantial part of their investment.
19.5 Any statements made to Members in respect of taxation rates or matters arising from assumptions on taxation rates and the taxation of Investments may be significantly affected at any time during the term of the Investment by changes in the applicable legislation, judicial actions, administrative practices or understandings generally in any relevant jurisdiction.