The Luxembourg Business Angel Network (“LBAN”) recognises the importance of investments and related activities in affecting the livelihoods of others.

We act to commit ourselves to the highest standards of ethical and professional conduct regarding to our peers and the communities. This code of conduct is a document that outlines the behavioural and ethical framework of the LBAN and should be used as a guideline for the LBAN Members to make sure that they conduct their business in accordance with the mission, values, and principles of the LBAN (“Code of Conduct”). Consequently, this code of conduct is a necessary document to assure the smooth functioning of the LBAN.

Each LBAN Member is subject to this Code of Conduct. Any breach of this Code shall be sufficient grounds for expulsion from LBAN without limiting the rights of the LBAN, any LBAN Member, or any other party to pursue the LBAN Member in breach for his/her actions and misconducts.

1. Definitions

Business Angel: An individual who invests their own money directly, or indirectly through private investment structures, into startups and provides their time and expertise to support these startups.

Corporate: A legal entity with several employees interested in acting as a Business Angel.

Business Angel Network: An organization that aims to bring together startups with Business Angels and Corporates who are members of its network and facilitates angel investment for the benefit of both groups.

LBAN Member: A Business Angel, individual, or Corporate who, as a member of the LBAN, participates in the activities of the association and contributes to its sustainable development.

LBAN Associate Partner: An enterprise that is interested in connecting with and supporting the development of LBAN’s Start-ups and Business Angels ecosystem, and as such willing to offer its service in the entrepreneurial ecosystem.

LBAN Sponsor / Partner: An established company that further strengthens LBAN in the ecosystem by providing financial support.

LBAN: Luxembourg Business Angel Network is an ASBL, founded January 31st, 2011, whose registered office is located at 7, Rue Alcide de Gasperi, L-2981 Luxembourg, Grand Duchy of Luxembourg and which is registered with the RCS under number F-8612.

Start-up: A new or growing small or medium-sized enterprise eligible or looking for investment.

2. Rules

LBAN and LBAN Members do not discriminate against a person on the grounds of age, health, gender, sexual orientation, mental or physical disability, origin, language, race, skin color, ethnicity or nationality, religious or political views, and membership in a social group.

LBAN:
 

• will not allow Business Angels or Corporates to enter their network if they suspect the monies available for investment to be of questionable origin. LBAN reserves the right to perform an AML/KYC screening via an established service provider,

• will not engage with Associate Partners or Sponsors/Partners who might not be in compliance with this Code of Conduct,

• neither bears responsibility for the information that is supplied as part of investment proposals nor for the reliability of this information,

• neither provides investment services nor investment advice nor any other investment services, legal advice, tax advice or any brokering service, whether it be to LBAN Members or Start-ups

The mission of LBAN consists in advising and helping on the negotiation of deals, providing guidance to investors and start-ups, nevertheless LBAN cannot be held liable for any damage that may result from the advice provided.


LBAN Member:
 

• ​shall conduct their business in a professional manner and will not engage in practices or conducts/misconducts that would be damaging to the market or the image of LBAN, their co-investors, the Start-ups or the ecosystem.

• shall promote and maintain ethical standards of conduct, and at all times deal fairly and honestly with all parties,

• shall ensure that they comply with the LBAN Articles of Association and applicable laws,

• does not use any illegal or dishonest means in order to get hold of information, business, public contracts or information about trade secrets. If an employee of a Start-up were to offer such information to an LBAN Member, the LBAN Member shall not accept this and will immediately inform the management of the said company and the LBAN,

• shall immediately inform to LBAN that he/she/it is receiving a financial incentive/fundraiser fee from a Startup to help them to fundraise.

• shall immediately inform LBAN of this relationship prior to its intermediation, in the event of a business relationship between the LBAN Member and the Start-up prior to LBAN's presentation of the project to the LBAN Member. By business relationship is meant here investor investment project relationship and not commercial relationship,

• shall disclose to the relevant LBAN committee, alternatively to the LBAN board of directors, and manage promptly and properly any conflict of interests that may arise,

• is tied by a confidentiality obligation and he/she/it can not disclose Start-up information (received from pitch decks, from pitching or due diligence, etc) and therefore, no additional Non-Disclosure Agreement (“NDA”) needs to be signed by a LBAN member prior to a Start-up pitching. Following the pitching session, a Start-up may conclude a specific NDA with LBAN Member on its own.

• acknowledges that LBAN only checks the formal consistency of the profiles of the Start-ups. The LBAN Member is therefore to seek the assistance of his/her/its financial, legal, tax or other advisers in respect of any matter which he/she/it considers relevant.

LBAN Member and Start-up:
 

• should not have any corrupt behavior or behavior that could be assimilated as bribery,
  shall never offer, give, request or accept a bribe. Bribery also includes giving anything (even of low value) to influence a third party to perform his/her/its job improperly or to influence their decision, or as a reward for doing any of the above,

• must take care to avoid any conflict of interest between their respective staff, members or associates, companies, Business Angels and Corporates. They must ensure that (i) they do not use insider information for personal purposes (ii) they do not engage in practices or transactions likely to impair their judgement and freedom of decision; (iii) they show restraint in the activities they carry out on their own behalf; and (iv) they act with complete transparency, without voluntarily placing themselves in a situation of conflict of interest. They must also refrain from soliciting or accepting advantages from anyone which might compromise their impartiality or independence of decision.

Business Angel:

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• ​will do his/her/its utmost to support young, growth-oriented Start-ups by investing their capital and time, competence and skills and by sharing their experience to the benefit of the Start-up,

• shall promote and maintain ethical standards of conduct and will conduct business in a fair and honest way in all dealings,

• will develop his/her/its activities in a professional way and will not be associated with wrongful or illegal practices or parties that may damage the reputation of LBAN,

• seeks for honest balance of interests of all parties and avoid any unfair competition,

• will avoid employment of equity from any doubtful origin and hastily notify a LBAN representative of any potentially illegal or unfair acts of other persons taking part in LBAN activities,

• provides capital and know-how to their investments. LBAN is not open to service providers / consultants that are looking to sell services to the entrepreneurs. Business Angels that act as consultants or on behalf of a consultancy organisation will not use LBAN for the acquisition of clients,

• acknowledges that any decision to invest money is of their own agreement and that LBAN cannot be held accountable for any consequences of such decisions, regardless of LBAN’s role as an intermediary in the process leading up to an investment. Investing in private markets entails risks, including lack of liquidity, illiquidity and total or partial loss of capital. 

Investing in early stage, start-up and technology businesses involves a high degree of risk, and investors should not invest unless they can afford to lose their entire investment. Investors must rely solely on their own due diligence, examine all claims, and determine the validity, merits, and risks of the securities and terms being offered before making an investment. Past performance information herein is not necessarily indicative of any future results and there can be no assurances that any current or future LBAN portfolio startups will achieve comparable results, that the returns generated by any other current or future LBAN portfolio startups will equal or exceed those returns generated by other LBAN portfolio startups.


Start-up:

 

• acknowledges that:

• LBAN reserves the right to accept or decline some applications of the Start-ups, in a discretionary manner and without justification,

• LBAN does not assume any responsibility with regards to the Start-up in relation to the diffusion of the profiles of such Start-up to the LBAN Member or concerning a matching and in relation to the success of the Start-up and/or of its financing,

• must not infringe intellectual property rights or any other rights, including those of third party – in any case – for instance during the written and oral presentation of pitches.

3. Membership and fees

LBAN must provide clear information on fees charged to LBAN Members and Start-Ups.

LBAN Member offered fees for services to be provided to startups from LBAN portfolio must disclose it to their co-investors before any contract is entered into.

4. Data protection

LBAN, LBAN Members, LBAN Sponsors / Partners, and in general all persons or entities adhering or contributing to LBAN commit to comply with applicable data protection regulations. Please refer to our Privacy Policy for further details regarding the processing of your personal data by LBAN.

5. Confidentiality

All information exchanged between the different parties defined in this Code of Conduct, of a financial, commercial and technical nature relating to the Start-up project, will be confidential and may not under any circumstances be disclosed by either party to third parties, except (i) with the prior written agreement of the Start-up concerned or LBAN and the Start-up concerned when applicable, (ii) in the case of a written request of an administrative or judicial authority, (iii) in the case of disclosure to the professional advisers of the LBAN Member (subject to duties of confidentiality) or (iv) if the information is already in the public domain.
LBAN Members, including Business Angels, undertake that confidential information to which they have access and/or become aware, by whatever means, must remain confidential for a period of 5 years from the date on which said information is made available.

6. Information to LBAN

LBAN Members will be invited to complete a confidential annual survey of their business angel investments during the previous financial year (in or outside LBAN deal flow).

This information to be collated on an aggregate basis by LBAN will remain entirely confidential and will not be attributed to any individual investor.

The aggregated data will be used to monitor trends and developments in the market to increase overall awareness and improve the investment environment for angel investing in Luxembourg.


7. Applicable law and competent jurisdiction

This Code of Conduct shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg and any disputes or claims arising out of or in connection therewith shall be brought exclusively before the courts of Luxembourg.


“By accepting this Code of Conduct, I agree with the terms of this Code of Conduct and commit to comply with its terms at all times”.

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