1. Loss of Capital
If you invest in a company through Adelpha, it is possible that you will lose all of your invested capital. Your investment is not guaranteed by Adelpha or by the companies themselves, and you should not invest more money than you can afford to lose without altering your standard of living. Potential investors should note that an investment through Adelpha is subject to market fluctuations and there can be no assurance that any appreciation in value will occur.
Any investment you make through Adelpha will be highly illiquid. There is no active secondary market for the shares of the investee company. This means that you are unlikely to be able to sell your shares until and unless (a) the company floats on a stock exchange, or (b) is acquired by another company or (c) the investee company buys back the securities you purchased. The securities you purchase are not listed on any exchange.
3. Rarity of Dividends
The businesses presented by Adelpha rarely pay dividends. This means that if you invest in shares you are unlikely to receive any dividend payouts or to realise any return on your capital until you are able to sell your shares in the investee company. Even for a successful business, this is unlikely to occur for a number of years from the time you make your investment.
Investing in private startup and scaleup companies should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in startups as an asset class, with the majority of your investable capital invested in safer, more liquid assets.
Each time you invest, you must satisfy yourself prior to making any commitment that you understand and accept the tax consequences to you of making that particular investment, including the UK and foreign tax treatment of dividends, interest payments and capital gains or losses. The UK government provides certain types of tax relief for investments in small businesses by UK tax resident individuals. Tax reliefs are not guaranteed and depend on the entities invested in maintaining their qualifying status, and may be withdrawn at any time by HM Revenue & Customs. Tax treatment is dependent on the individual circumstances of each client and may be subject to change in the future.
Adelpha does not give investment advice or provide analysis or recommendations regarding investment opportunities. Investments can only be made on the basis of information provided. Adelpha takes no responsibility for this information or for any recommendations, opinions or predictions.
7. Past Performance
Past performance is not a reliable indicator of future results. You should not rely on any past performance as a guarantee of future investment performance.
8. Future performance
Investee companies may provide forward-looking statements with respect to future results. Forward-looking statement are not guarantees of future results or performance and many different factors could cause actual results to be different from those that may be expressed or implied by such forward-looking statements. As such, forecasts are not a reliable indicator of future performance.
9. Financial Services Compensation Scheme
Investing through Adelpha is not covered by the Financial Services Compensation Scheme.
Any equity investment you make through Adelpha may be subject to dilution. Dilution occurs when the company in which you invest issues more shares after you invest (for example in follow-on equity fundraising or in connection with employee options) so that your share of ownership of the company declines. These new shares may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage.
11. DEPENDENCE ON THE DIRECTORS
The success of many investee companies represented by Adelpha will depend in part upon the ability of their directors to develop and maintain a strategy that achieves the company’s investment objectives.
12. LACK OF OPERATING HISTORY
Many investee companies represented by Adelpha are recently formed entities and have no or little substantive operating history upon which prospective investors can evaluate likely performance.
It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such products and to ensure that the use of the content and the subsequent making of any investment does not contravene any such restrictions or applicable laws and regulations of any jurisdiction. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific security, index, report, opinion, advice or other content. This does not exclude or restrict any duty or liability that Adelpha has to its clients under the Financial Services and Markets Act 2000 (as amended from time to time) or any other regulatory system under the laws of applicable jurisdictions. Adelpha its subsidiaries, associated entities, directors, employees, representatives or suppliers will not be liable, on any grounds whatsoever, contractually or not, for any direct or indirect damage that may arise as the result of it being possible or impossible to gain access to this site, the accessing, visiting or use of this site and/or the information provided, the sending, or receiving of information via this site and/or the operation or non-operation of this site, except in the event of intentional or serious blame on its part. The information contained on this site, including any third party data is published in good faith and Adelpha believes that the information is accurate at the time of publication but no representation or warranty, express or implied, is made by Adelpha as to its accuracy or completeness and it should not be relied on as such. Adelpha shall therefore have no liability, save for any liability that Adelpha may have under the UK Financial Services and Markets Act 2000, for any loss or damage arising out of the use or reliance on the information provided including without limitation, any loss of profit or any other damage, direct or consequential. Nor will Adelpha, its subsidiaries, associated entities, directors, employees, representatives or suppliers be, under any circumstances, liable for any corruption of data that may occur as the result of technical problems (e.g. transmission errors, technical failures, breakdowns, intervention of third parties, etc.) and/or for any damage or loss relating to software or hardware that is the result of any virus, defect or malfunction in relation to access or use of the site.
Adelpha Capital Club Limited is not registered as an investment advisor with the SEC and therefore this website is neither directed at nor intended for US investors.
14. LIMITATION OF LIABILITY
You will be liable to us for any loss and damage we suffer if you use the Service in any way that is unlawful or as a direct or indirect result of Your breach of the terms of this Agreement. We will not be liable to you for any loss or damage you suffer in respect of any matter for which liability is expressly or impliedly excluded by law, under the terms of this Agreement or under the terms of any other Agreement between us; that arises out of or in connection with any information or documentation available on the Site; or as a direct or indirect result of any act or default by any Issuer or Investor. We will not be liable to you for any indirect, consequential, special or punitive loss damage, cost or expense, unforeseeable loss or damage, loss of profit, loss of business, lost or wasted time, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
Nothing in this Agreement limits our liability for personal injury or death, fraud or any other liability that cannot be limited or excluded as a matter of law.