Rules of Membership

Correct as at September 2026

Definitions

In these Rules, the words and expressions defined in clause 13 shall apply.

1. What do we expect of Members

1.1 –  IWA welcomes Members who:

a. seek good returns on any investment which they might make, while understanding that early-stage investing is high risk and returns are uncertain;

b. support IWA’s purpose of advancing women-led and women-founded businesses through investment, community and education, and increasing women’s participation in angel investing;

c. accept that membership of IWA brings together investors and those seeking investment with a view to making investments in a way which respects mutual dignity, is carried out without discrimination, values equity and honesty, and seeks parity rather than power in the relationship;

d. agree that, in addition to growth and potential financial return, they may also take into account inclusion, diversity, and the social, economic, environmental and other possible consequences of any particular investment;

e. are willing to participate actively in IWA, according to their own needs, experience and circumstances;

f. accept the need to conduct themselves in a professional and respectful manner at all times;

g. respect the privacy and confidentiality of other Members, Investee Businesses, founders, IWA staff, directors, advisers and guests;

h. understand and respect that the meetings, events and activities of IWA are focused on investment-related, educational and community purposes, and must not be used to solicit another Member, Investee Business, founder or guest for their own business or personal interests, or those of any third party, unless IWA has given prior written consent;

i. will not take improper advantage of their position as a Member, nor make improper use of information acquired as an actual or prospective investor;

j. will comply with these Rules, the Articles and any reasonable policies, procedures or guidance issued by IWA from time to time.

1.2 – Members must conduct themselves professionally and respectfully in all IWA meetings, pitch events, online events, webinars, messaging groups, member forums, email communications, social media interactions and other IWA-related activities.

1.3 – Members must not harass, discriminate against, bully, intimidate or otherwise act improperly towards any founder, Investee Business, Member, IWA director, employee, adviser, contractor, partner or guest.

1.4 – Members must fully disclose to IWA, in advance and in writing, any relationship which they have or may have with an Investee Business, including any personal, family, professional, advisory, financial, employment, investment, board, consultancy or commercial relationship.

1.5 – Members must fully disclose to IWA, in advance and in writing, any personal gain, fee, commission, referral arrangement, advisory role, shareholding, option, warrant or other benefit which they may receive from or in connection with an Investee Business.

1.6 – Members must fully disclose to IWA, in advance and in writing, any matter which might reasonably be considered to prejudice any investment which might be made by any other Member, or which might reasonably be considered to constitute a conflict of interest.

2. Admission to membership

2.1 – No person shall become a Member unless they complete the membership documentation required by IWA from time to time and provide such identification, verification and supporting information as IWA may reasonably require.

2.2 – On receipt of completed documentation, required identification and any applicable subscription payment, IWA may send an electronic communication confirming membership. Details of each new Member shall be entered into the Register of Members of IWA.

2.3 – Membership of IWA shall include becoming a guarantee member of IWA. Liability
as a guarantee member is limited to £1 in accordance with the Articles

2.4 – The Board may decline to accept any application for membership and need not give reasons for doing so.

2.5 – The Board may prescribe criteria for membership of IWA from time to time, but shall not be obliged to accept persons fulfilling those criteria as Members.

2.6 – On becoming a Member, each Member must pay to IWA an annual subscription of £540, being £450 plus VAT, payable on joining and due annually thereafter, unless otherwise notified by IWA.

2.7 – IWA may vary the annual subscription, fees, payment arrangements and renewal terms from time to time. Any such variation shall be notified to Members in advance, giving no less than 1 months’ notice in writing.

3. Member eligibility and investor declarations

3.1 – The Board shall only admit any person to membership of IWA in accordance with the Articles and these Rules.

3.2 – On admission to membership, the applicant agrees to be bound by the Articles and by these Rules.

3.3 – If there is any conflict between the Articles and these Rules, the Articles shall prevail.

3.4 – Subject thereto, in applying for membership, the applicant agrees and undertakes to:

a. produce a valid declaration, in the form required by IWA from time to time, confirming that they fall within one or more relevant exemptions for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including, where applicable:

i. a high net worth individual under Article 48 of the FPO Order 2005;

ii. a certified sophisticated investor under Article 50 of the FPO Order 2005;

iii. a self-certified sophisticated investor under Article 50A of the FPO Order 2005; or
iv. such other category or exemption as IWA may determine is applicable from time to time;

b. notify IWA immediately in writing if they cease to fall within the relevant investor category or exemption on which their membership or receipt of investment-related information depends;

c. accept that, if they cease to fall within the relevant investor category or exemption, IWA may suspend or terminate their membership and/or cease sending them information about Opportunities;

d. accept any variation of these Rules made from time to time by the Board;

e. provide such information and documentation as IWA may require from time to time in order to carry out anti-money laundering, counter-terrorist financing, sanctions, identity verification, source-of-funds, source-of-wealth and other compliance checks;

f. acknowledge that IWA will process their personal data in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, and in accordance with IWA’s privacy notice as updated from time to time.

3.5 – IWA may refuse, suspend or terminate membership, or decline to allow a Member to participate in any Opportunity, where any checks or declarations required by IWA are not completed to IWA’s satisfaction.

3.6 – IWA may refuse membership, suspend or restrict participation in any Opportunity if IWA reasonably believes that doing so is necessary to comply with any sanctions, anti-money laundering requirements or other legal or regulatory obligations.

4. About IWA

4.1 – IWA is a company limited by guarantee, formed as an association of Members who are permitted to receive certain financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority.

4.2 – The objects of IWA are:

a. to promote and encourage the development and growth of businesses and enterprises in the United Kingdom by such means as may be considered necessary, desirable, convenient or expedient from time to time;

b. to facilitate the dissemination of information concerning any such business or enterprise;

c. to facilitate the exchange of information regarding financial backing for the development and growth of any such business or enterprise between any person, firm, company or organisation carrying on such business or enterprise and any Member or Members from time to time of IWA;

d. to engage in any activity which may be considered necessary, desirable, convenient or expedient, from time to time, in order to promote, encourage and develop the interests of IWA or of its Members;
e. to engage in any activity which is reasonably incidental to any of the foregoing.

4.3 – IWA aims, where possible, to seek to recover its reasonable administrative and other costs.

4.4 – The Board is permitted to remunerate directors, employees and agents of IWA and to set appropriate fees from time to time, all as the Board may in its discretion see fit.

4.5 – IWA exists to support the advancement of women-led and women-founded businesses through investment, community and education, and to increase women’s participation in angel investing. Nothing in these Rules shall be read as a commitment by IWA to source any particular number, quality or type of investment opportunity, or to secure investment for any Investee Business.

4.6 – IWA facilitates education, community, introductions and access to potential investment opportunities. IWA does not manage investments, operate a fund, provide investment recommendations, lead investments on behalf of Members, or undertake due diligence on behalf of Members unless expressly stated in writing.

4.7 – IWA is not authorised to carry out investment business under FSMA and does not provide any form of investment advice.

4.8 – IWA is not authorised by the Financial Conduct Authority or the Prudential Regulation Authority.

4.9 – Membership of IWA will not give the Member access to the Financial Ombudsman Service or to the Financial Services Compensation Scheme.

4.10 – IWA is not providing the Member with any advice, whether on the merits, risks or suitability of an Opportunity, or on making any investment in any Investee Business, or otherwise entering into any transaction with an Investee Business.

4.11 – IWA provides no guarantee that it can identify Investee Businesses or effect introductions to Investee Businesses, or that it will continue to do so during the period of membership.

4.12 – IWA is not obliged to identify Investee Businesses or Opportunities, nor to effect any particular introduction between a Member and an Investee Business.

4.13 – IWA is not obliged, nor has it any responsibility, to make any investigations into, or to conduct any analysis or diligence regarding, an Investee Business, an Opportunity or a Business Plan.

4.14 – Membership does not confer any right to participate in any Opportunity, nor to be offered the right to do so. The Member agrees that IWA shall have no liability for any failure or delay in informing the Member of any Opportunity.

4.15 – If and to the extent that IWA or the agents of IWA conduct any due diligence to determine whether to invite an Investee Business to present an Opportunity, each Member understands and agrees that such diligence is preliminary, is carried out solely for the account of IWA, is conducted without guarantee or legal effect, and is made without any independent or objective verification as to the truth, accuracy or completeness of the information presented.

4.16 – No Member may conclude from an invitation to an Investee Business to present an Opportunity that IWA or the agents of IWA have endorsed the Investee Business, its information, its Business Plan or the Opportunity.

4.17 – No Member may conclude that IWA considers any Opportunity to be an appropriate or suitable investment for any Member.

4.18 – The making of any investment is the sole responsibility of the Member, without recourse to IWA or the agents of IWA.

5. What risks are involved?

5.1 – Investing in any new or existing business involves significant risks. Many businesses fail, and investing may involve a significant risk which could result in the loss of all or part of the investment made.

5.2 – Members should only invest an amount which they are willing and able to lose.

5.3 – There are a number of significant risks in investing, including but not limited to the following:

a. there is no established market for the trading of shares in private limited companies in the United Kingdom;

b. an investment may not be realisable at all, or may only be realisable on terms which are not acceptable to a Member at the time of such realisation;

c. any realisation may be wholly dependent on there being a willing buyer for the investment;

d. the value of any investment made may fluctuate and could fall;

e. there is no certainty that an investment will be returned in whole or in part;

f. investors in the equity share capital of a private limited company are likely to be unsecured and to rank behind creditors;

g. where an Investee Business makes distributable profits, such profits may be re-invested for growth rather than declared as dividends;

h. investment is not likely to produce dividend returns during the life of the investment;

i. an Investee Business may require additional capital and, if it issues new shares, the percentage shareholding held by the Member may decline unless any entitlement to subscribe for new shares is taken up in full;

j. tax reliefs, including SEIS and EIS reliefs, may not be available, may be withdrawn or may depend on the Member’s personal circumstances;

k. exits are uncertain, may take many years and may never occur.

5.4 – The content of any Business Plan which a Member may receive arising from an Opportunity will normally not have been approved by an authorised person within the meaning of FSMA. Reliance on that Business Plan for the purpose of engaging in any investment activity may expose the Member to a significant risk of losing all of the money or other assets invested.

5.5 – Membership of IWA, or the making of any investment, shall in no way create or be deemed to create a joint venture, partnership or agreement among Members participating in such Opportunity, or with IWA or the agents of IWA.

5.6 – Save as expressly created in these Rules, membership shall not create any fiduciary duty or obligation among or between any Members, or with IWA or the agents of IWA.

5.7 – Each Member makes their own independent decision whether to invest. Unless expressly agreed in separate legal documentation, no Member is investing through IWA, through a pooled vehicle, or through any collective investment scheme operated by IWA.

6. What steps does a Member need to take?

6.1 – Each Member agrees that the decision to make any investment is their personal decision alone and is not in any way influenced by IWA.

6.2 – Each Member warrants to IWA that they have the knowledge and skill, or will take such advice as they consider necessary, to make that decision.

6.3 – Each Member agrees that no responsibility or liability for the consequences of that decision is accepted by IWA, the agents of IWA or any other Member.

6.4 – The Member shall exercise their own independent judgement on an Investee Business, its Opportunity and its Business Plan, and shall not rely in any way on IWA, the agents of IWA or any other Member in doing so, or in deciding to make an investment. Furthermore, each Member acknowledges that they are not relying on any representation, warranty, statement or omission by IWA in deciding whether to participate in an Opportunity.

6.5 – The Member shall be solely responsible for making any investigation or conducting any analysis or diligence on or regarding an Investee Business, its Opportunity or its Business Plan and, where appropriate, engaging third party professionals to do so on behalf of the Member.

6.6 – Members shall determine whether any Opportunity is suitable for them in light of all their individual circumstances, commitments, financial resources, investment objectives and risk appetite.

6.7 – Whenever a Member is considering any Opportunity, the Member is advised to take:

a. advice from a person authorised under FSMA who specialises in advising on investments of the kind which the Member may be considering making;

b. independent legal advice;

c. independent tax advice; and

d. such other professional advice as the Member considers appropriate.

6.8 – It is the sole responsibility of the Member concerned to satisfy themselves that any investment which they might make is suitable for them in all respects.

6.9 – Members agree that all written and oral information which may be provided or distributed to them on an Investee Business, its Opportunity or its Business Plan is provided solely by or on behalf of the Investee Business concerned and is not the responsibility of IWA or the agents of IWA.

6.10 – If IWA or the agents of IWA distribute or otherwise make such Information available to the Member, IWA or the agents of IWA are doing so in good faith only, and such Information is provided or distributed:

a. on an “as is” basis;

b. without any warranty as to the accuracy or completeness of the Information; and

c. on the basis that the Member will base their decision solely on their own analysis, diligence and professional advice.

6.11 – The provision or distribution of Information by IWA or the agents of IWA does not constitute a recommendation of any kind, or any investment, legal, tax, accounting or financial advice.

6.12 – Neither IWA, the agents of IWA nor any other Member shall be responsible for any Member’s analysis, due diligence, lack of analysis, lack of due diligence, reliance on information distributed or provided by IWA or decision-making.

6.13 – No Member is obliged in any way to share their analysis or due diligence with any other Member. Any analysis or due diligence reports shared by a Member shall remain the property of that Member unless otherwise agreed in writing by that Member.

6.14 – Members should be aware that the Information provided may be untrue, incomplete, inaccurate, out of date or misleading in a material respect.

6.15 – Members should be aware that, as regards any statements of fact, the Information may be untrue or inaccurate, or may omit to state any fact, thereby rendering such statement of fact misleading in a material respect.

6.16 – Members should be aware that, as regards any statements of intention, expectation, opinion, forecasts or projections, the Information may not have been compiled in good faith or after careful consideration, or may not be based on assumptions which are appropriate and realistic.

6.17 – Members should be aware that an event may have occurred since the Information was compiled which would mean that the Information may now be inaccurate or misleading in a material respect, or that statements of intention, expectation, opinion, forecasts or projections contained in it may no longer be reasonable.

6.18 – Members should be aware that the Information may not fully and accurately disclose all assets, actual and contingent liabilities, commitments outside the ordinary course of business, onerous commitments, unusual or non-recurring items, arrears in salary, loans, doubtful debts, guarantees or similar obligations of the Investee Business.

6.19 – Members acknowledge that any statements of intention, expectation, opinion, forecasts or projections which appear in Information, including any estimates of returns or performance, are forward-looking statements only and may not, in practice, be achieved.

6.20 – Members should accept that assumptions may be inadequate or incorrect and may fail to take account of events which may significantly affect the outcome.

6.21 – Actual events are difficult to predict in advance and performance may depend upon factors which have not been taken into account.

6.22 – Past performance is not indicative of future performance.

6.23 – In the event that IWA identifies an Opportunity to a Member, makes any introduction of an Investee Business to a Member, or provides or distributes Information to a Member, there is no express or implied warranty by IWA that the Investee Business, or any Opportunity which it may propose, is or will remain suitable or fit for any purpose which the Member may have.

6.24 – IWA does not provide advice, recommendation or any other indication of appropriateness or inappropriateness regarding any Opportunity.

6.25 – IWA does not endorse any Opportunity and makes no independent investigation to verify the Information provided by any Investee Business, and makes no representation or warranty regarding the same.

6.26 – A decision made by a Member to make any investment is solely one for the Member concerned. If a Member makes any investment at the same time as any other Member or Members, that shall not of itself be deemed to be any abdication of the responsibility of that Member to exercise their own independent judgement.

6.27 – Information is confidential, is not for distribution, and shall not be distributed, to any person who is not a Member, except to the professional advisers of the Member or with IWA’s prior written consent.

6.28 – Members shall not knowingly misuse confidential information obtained from founders for competitive purposes.

6.29 – Under no circumstances is Information or an Opportunity to be considered as an offer or solicitation to deal in investments in any jurisdiction in which such offer, solicitation or distribution would be unlawful, including, but not limited to, the United States of America.

6.30 – Any dissemination of information following an investment is the sole responsibility of the Investee Business.

6.31 – Further information on personal data protection of both Members and Investee Businesses can be found in IWA’s privacy policy, available on IWA’s website and as updated from time to time.

6.32 – Members shall not make statements on behalf of IWA unless authorised in writing by the Board.

7. Financial promotions and restrictions on onward distribution

7.1 – Members acknowledge that Information relating to an Opportunity may constitute, contain or be connected with a financial promotion for the purposes of FSMA and the FPO Order 2005.

7.2 – Members must not communicate, forward, publish or otherwise distribute any Opportunity, Business Plan, pitch deck, investment summary, invitation, meeting link, recording, transcript or other financial promotion to any person who is not a Member, except to their own professional advisers, unless IWA has given prior written consent and the communication is lawful.

7.3 – Members must not post or refer to confidential Information, Opportunities, Investee Businesses’ fundraising materials or IWA member-only investment materials on social media, websites, messaging platforms, public forums or other public or semi-public channels.

7.4 – Members are responsible for ensuring that any communication they make in relation to an Opportunity complies with applicable law, including FSMA, the FPO Order 2005 and any applicable overseas securities laws.

7.5 – IWA may withhold, suspend or withdraw access to Opportunities where IWA reasonably considers that a Member has breached or may breach this clause.

8. Conflicts of interest

8.1 – Members must act transparently in relation to any actual, potential or perceived conflict of interest.

8.2 – A conflict of interest may include, without limitation:

a. a personal, family, business, financial, employment, advisory or consultancy relationship with an Investee Business or founder;

b. a role as director, adviser, mentor, consultant, employee, shareholder, option holder, warrant holder or creditor of an Investee Business;

c. the receipt or potential receipt of any fee, commission, referral fee, success fee, monitoring fee, advisory fee, equity, warrant, option or other benefit;

d. a relationship with another Member or third party which may influence the Member’s conduct in relation to an Opportunity;

e. any other matter which could reasonably be considered to affect the Member’s independence, judgement or conduct.

8.3 – Members must disclose conflicts to IWA in advance and in writing.

8.4 – IWA may determine how a disclosed conflict should be managed, including by restricting the Member’s participation in discussions, meetings, communications or Opportunities.

8.5 – Members acknowledge that IWA may receive fees, warrants or other economic benefits from Investee Businesses in accordance with these Rules. Where reasonably practicable, IWA will disclose material fees, warrants or other economic interests connected with a particular Opportunity to participating Members before investment.

9. Confidentiality

9.1 – In addition to any separate confidentiality undertaking given by a Member, Members agree that all Information which they receive from time to time is confidential information.

9.2 – Members agree to keep Information confidential and, save to their professional advisers or where required by law, not to disclose such Information to any third party without IWA’s prior written consent.

9.3 – Members shall refrain from the manipulation, appropriation or infringement of any legally protected intellectual property rights, confidential information, proprietary information or trade secrets pertaining to an Opportunity, or any other information provided to the Member regarding the Opportunity.

9.4 – Members agree to treat Information and any other material distributed or provided by IWA, or obtained by the Member through IWA, as confidential regardless of whether or not it is marked “confidential” or “proprietary”.

9.5 – Members must not record, transcribe or use automated note-taking tools in IWA meetings, pitch sessions, founder meetings or member discussions without prior consent from IWA and, where relevant, the Investee Business.

9.6 – Members must not upload, input or otherwise disclose any Information, Business Plan, pitch deck, recording, transcript or confidential material into any artificial intelligence tool, automated analysis tool or third-party platform without the prior consent of IWA and the relevant Investee Business.

9.7 – Members must maintain reasonable security measures to protect Information, including password protection, secure storage and appropriate controls over devices and accounts used to access Information.

9.8 – The obligations in this clause shall continue after a Member ceases to be a Member.

10. How will IWA operate?

10.1 – IWA will seek to identify possible Opportunities. A gatekeeper, adviser, contractor or other person may be appointed or engaged for that purpose.

10.2 – The criteria to be adopted in assessing a particular application shall be determined by the Board from time to time in its discretion.

10.3 – It shall be in the discretion of IWA whether an Opportunity is presented to Members and, if so, the nature, manner and extent to which Members are notified.

10.4 – Normally, Opportunities which are identified and which are determined by IWA to be of possible interest to Members may be circulated by electronic means of communication amongst Members.

10.5 – Where the Board determines that significant interest has been shown, it shall determine the means by which further information may be obtained regarding the Opportunity, including, without limitation, a get-to-know meeting or other meeting with the Investee Business concerned.

10.6 – The Board may in its discretion make, alter or amend such further rules from time to time as it may consider necessary, desirable, convenient or expedient for regulating:

a. the admission and classification of Members of IWA;

b. the rights and privileges of Members;

c. the conditions of membership;

d. the terms on which Members may resign or have their membership suspended or terminated;

e. the subscriptions and other fees or payments to be made by Members;

f. the conduct of Members in relation to one another and to IWA’s officers, employees, advisers, contractors, partners and guests.

10.7 – The Board reserves the right to establish any core investor group or any regional, thematic, sectoral or area grouping of Members, and to establish rules which may apply to any such group.

10.8 – Such rules may include offering Opportunities to any such group on a first-refusal or priority basis.

10.9 – The Board may determine the composition of such group or groups from time to time.

10.10 – The Board reserves the right to delegate the management or administration of IWA in whole or in part to any agents of IWA.

10.11 – IWA may, if determined by the Board, become a co-investment partner of Scottish Enterprise, the Scottish Co-Investment Fund or any of their successors, in which event those organisations may be invited from time to time to participate in investments alongside Members, on the terms which they may specify from time to time.

10.12 – In the event of any competition between Members as to their monetary involvement in an Opportunity, the resolution of that matter shall be a matter solely for the Members concerned and IWA shall not be liable to resolve the matter.

10.13 – Members who make investments may be charged an administration fee by IWA of 5% plus VAT of the total amount they invest, provided that IWA reserves the right instead to charge an administration fee to the Investee Business of 5% plus VAT of the total amount invested.

10.14 – IWA may, in appropriate cases, take a warrant instrument permitting subscription in an Investee Business, or charge to the Investee Business an annual monitoring fee, research fee, diligence fee, success fee or other fee, as the Board may in its discretion determine from time to time.

10.15 – Any instruments, fees, monies or receipts under clauses 10.13 and 10.14 shall be applied towards the administrative and other costs incurred by IWA from time to time.

11. Liability

11.1 – Nothing in these Rules shall limit or exclude the liability of IWA for:

a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, as applicable;

b. fraud or fraudulent misrepresentation; or

c. any matter if and to the extent that it would be unlawful for IWA to exclude or restrict liability.

11.2 – Subject to clause 11.1, and to the fullest extent permitted by law, IWA and the agents of IWA exclude all liability to Members, whether for any loss, damage, cost or expense arising from an investment made, from membership, from any Opportunity, from any Information, or otherwise.

11.3 – IWA and the agents of IWA shall under no circumstances whatsoever be liable to a Member, whether in contract, delict, tort including negligence, breach of statutory duty or otherwise, for any loss of profit or for any indirect or consequential loss arising under or in connection with any investment, Opportunity, Information or membership.

11.4 – The Member shall indemnify and keep fully indemnified IWA and the agents of IWA at all times against all liabilities, costs, legal costs on an indemnity basis, expenses, damages and losses, including any direct, indirect or consequential losses, loss of profit, loss of reputation, interest, penalties and other reasonable costs and expenses suffered or incurred by IWA or the agents of IWA arising from the actions or omissions of the Member, including without limitation any breach of these Rules.

12. Your membership

12.1 – The Board may terminate the membership of any Member without their consent by giving them written notice if, in the reasonable opinion of the Board:

a. they are guilty of conduct which has had, or is likely to have, a serious adverse effect on IWA, or brings IWA or any or all of the Members, directors, employees, advisers, contractors, partners or guests into disrepute;

b. they have acted, or have threatened to act, in a manner which is contrary to the interests of IWA as a whole;

c. they have failed to observe the terms of the Articles or these Rules;

d. they have failed to provide or maintain any declaration, verification or information required by IWA;

e. they no longer satisfy the membership or investor eligibility criteria required by IWA;

f. they have breached confidentiality, financial promotion, conflict of interest, conduct, data protection or non-solicitation obligations;

g. IWA considers, in its reasonable opinion, that continued membership would create legal, regulatory, reputational, operational or commercial risk for IWA.

12.2 – The Board may suspend a Member’s access to Opportunities, events, communications, member forums, meetings, documents or other IWA activities while investigating any suspected breach of these Rules or any other concern relating to the Member.

12.3 – Before terminating membership under clause 12.1, the notice to the Member must give the Member the opportunity to be heard in writing or in person as to why their membership should not be terminated.

12.4 – The Board must consider any representations made by the Member and inform the Member of its decision following such consideration.

12.5 – There shall be no right to appeal from a decision of the Board to terminate the membership of a Member.

12.6 – Following termination, the Member shall be removed from the Register of Members.

12.7 – A Member whose membership is terminated shall not be entitled to a refund of any subscription fee and shall remain liable to pay to IWA any subscription or other sum owed by them.

12.8 – A Member may resign from membership by giving written notice to IWA, subject to the Articles and any outstanding payment obligations.

12.9 – The sole recourse which any Member has in respect of any disagreement with a decision of IWA or of its Board, regardless of its scope or nature, shall be to withdraw from membership of IWA.

13. Defined Terms

13.1 – The following expressions shall have the following meanings unless the context otherwise permits or requires:

“agents of IWA” means any director, company secretary, employee, agent, adviser, contractor, subcontractor or other representative of IWA from time to time including, without limitation:

a. any professional adviser who or which advises IWA from time to time;

b. any person, firm, company or organisation who or which provides any management or administration services to IWA from time to time;

and “Articles” means the articles of association of IWA as amended from time to time.

“Board” means the board of directors of IWA from time to time.

“Business Plan” means all of the information, data and documents provided by or on behalf of an Investee Business for the purposes of the Opportunity.

“financial promotions” has the meaning given in the FPO Order 2005.

“FPO Order 2005” means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, S.I. 2005 No. 1529, as amended from time to time.

“FSMA” means the Financial Services and Markets Act 2000, as amended from time to time.

“Information” means all written and oral information which may be provided or distributed to a Member from time to time, or which may come to their attention, on an Investee Business, its Opportunity and its Business Plan.

“Investee Business” means a person, firm, company or organisation which is seeking investment in its business.

“IWA”, “Our” and “We” means Investing Women Angels Limited.

“Member”, “You” and “Your” means a person who is admitted to and becomes a member of IWA.

“membership” means membership of IWA, in accordance with the Articles and these Rules.

“Opportunity” means an opportunity to make an investment in an Investee Business.

“Rules” means these rules of membership as amended from time to time.

14. General

14.1 – As a Member of IWA, in the event of IWA being wound up while they are a Member or within one year after they cease to be a Member, each Member guarantees to contribute to the assets of IWA the sum of £1.

14.2 – These Rules are governed by the law of Scotland.

14.3 – The Scottish Courts shall have non-exclusive jurisdiction in any dispute arising out of or in connection with these Rules, membership of IWA, any Opportunity or any related matter.

Member acknowledgement

To acknowledge receipt of the foregoing Rules and undertake and agree with IWA to be bound by them, please sign the Join Us form.