PARTICIPANTS TERMS & CONDITIONS
1.1 Foundervine is dedicated to supporting future leaders by facilitating the creation and testing of entrepreneurial ventures on a global scale. We are delighted that you have chosen to participate in our programme. These Participant Terms and Conditions (“Terms”) outline the code of conduct and legal understanding between yourself and us for the duration of your participation on a Foundervine programme. Please read the Terms carefully. By participating in a Programme or by clicking the ‘I accept’ or 'Submit' button, the Participant:
1.1.1 indicates that it has read and understood these Terms; and
1.1.2 agrees to be legally bound by, and comply with, the Terms.
2.1 The definitions in this clause apply in these Terms.
Commission: has the meaning set out in Clause 5.1.
Fellow: a company, person or organisation that has contracted with Foundervine to deliver the fellowship services on the terms of a fellowship agreement.
Foundervine: Foundervine CIC (company number 11173778) registered address 11 Thrang Brow, Chapel Stile, Ambleside, England, LA22 9JN.
Input: in relation to a party, the services, resources, workforce or other tangibles or intangibles that such party provides in accordance with these Terms in relation to a Project.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Participant: means the participant taking part in the Programme.
Programme:means the support, collaboration, training, connections and services provided by Foundervine under these Terms, as agreed between the parties from time to time.
Project: the Participants mission, company, idea, invention or business intention, as the case may be, which the Participant wishes to develop and grow under these Terms.
3 COMMENCEMENT AND DURATION
3.1 These Terms apply to your participation in a Foundervine Programme and you agree to comply with these Terms. A party may terminate the Terms on giving not less than 30 days written notice to the other party.
3.2 Either party may terminate these Terms immediately if the other party commits a material breach of any Terms where such breach is irremediable or if remediable, fails to remedy that breach within 30 days of being notified in writing to do so.
4 FOUNDERVINE OBLIGATIONS
4.1 Foundervine agrees to provide the Participant with access to the Programme and any other support and services agreed between the parties from time to time.
5 PARTICIPANTS RIGHTS & OBLIGATIONS
5.1 The Participant warrants that they are acting in a business capacity, and not as a consumer, in all their dealings with Foundervine.
5.2 In consideration for access to and participation in the Programme, the Participant shall:
5.2.1 participate in the Programme in good faith and treat other participants within the Programme with respect;
5.2.2 be collaborative and co-operative with Foundervine and all other participants;
5.2.3 keep Foundervine informed of any and all progress made in relation to the Project;
5.2.4 treat all employees, partners and consultants of Foundervine, including those involved in the facilitation of the Programme, with respect; and
5.2.5 obtain and maintain consents, licences and permission (statutory, regulatory, contractual or otherwise) that may be necessary to enable the collaboration and participation in the Programme under these Terms.
5.3 The Participant may announce or promote its participation in a Programme provided that any announcement or promotion complies with these Terms, is in good faith and does not infringe any third party Intellectual Property Rights or breach any other obligation of confidentiality. Foundervine is entitled to request that the Participant removes any announcement or promotion for whatever reason at its sole discretion by delivering a written notice to the Participant requiring such action (“Removal Notice”). On receipt of a Removal Notice, the Participant must promptly remove, take down and/or recall all copies of the announcement or promotion across all media.
5.4 If at any time during the term or for a period of 12 months after termination of these Terms, the Participant is approached by a Fellow to offer investment to the Participant, of any size or nature, the Participant will promptly inform Foundervine in writing and will not enter into any investment agreement without Foundervine’s written consent, not to be unreasonably withheld or delayed.
6 COMMISSION & OPTION
6.1 Where the Participant receives an investment or enters into an agreement for an investment (whether an equity or debt investment) during or after its participation in a Programme, the Participant will pay Foundervine an amount equal to 5% of the total investment received by the Participant (the “Commission”).
6.2 The Participant will pay the Commission to Foundervine within 30 days of receiving the investment.
6.3 If the Participant sets up, registers or is involved in the setting up or registration of a company during or after its participation in the Programme, the Participant grants to Foundervine an option to receive 2% of the entire issued share capital of the company at no additional cost to Foundervine (“Option”).
6.4 The Option shall be exercisable in whole or in part on or after the date the company is incorporated and on or before 12 months after the date the company is incorporated, provided the Participant has notified Foundervine of the company’s incorporation. Where Foundervine has not been notified, the 12 month option period shall commence from the date Foundervine becomes aware of the company’s incorporation.
6.5 The Option can be exercised by Foundervine delivering an option notice to the Participant at its registered office at least five days before the proposed date of subscription, specifying Foundervine’s intention to exercise the Option and the proposed date of subscription of the shares.
6.6 On the agreed subscription date, the Participant shall issue and allot 2 % (or any lower percentage detailed in the option notice) to Foundervine and enter Foundervine’s name on the company’s register of members.
6.7 The Participant undertakes to:
6.7.1 maintain or procure that, at all times when the Option is capable of exercise, there are maintained, in full force and effect, all necessary shareholder approvals required in order to issue and allot the shares in the Option; and
6.7.2 execute any and all documentation necessary to give effect to the Option under this Clause 6.
7.1 Each party undertakes that it shall not, at any time during and for a period of 12 months after termination of these Terms, disclose to any person any confidential information concerning the business, affairs, customers and suppliers of the other party or any other participant, including confidential details of the Project, except as permitted by Clause 7.2.
7.2 Each party may disclose the other party’s confidential information:
7.2.1 with written consent from the other party, given in advance of any disclosure;
7.2.2 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms; and
7.2.3 as may be required by law, a court of competent jurisdiction or any government or regulatory authority.
7.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
8 INTELLECTUAL PROPERTY
8.1 These Terms do not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights already in existence at the Commencement Date shall remain the property of the relevant party.
8.2 All Intellectual Property Rights, including in any Input, developed or created by a party during a Programme shall be owned by the party that developed it (the Created IPR).
8.3 Each party grants to the other party a non-exclusive, personal, royalty-free licence during these Terms to use its Created IPR in relation to a Programme to the extent necessary for the purposes of receiving the benefit of the Programme.
8.4 At the end of these Terms, a party licensed to use Created IPR shall cease to use that Created IPR and shall return any physical embodiment of the Created IPR (including any copies) in its possession or control to the other party. If, following termination, a party requires the use of the other party’s Created IPR the parties shall negotiate, in good faith, an ongoing licence at reasonable commercial rates for the use of the required Created IPR.
8.5 Each party shall immediately give written notice to the other party of any actual, threatened or suspected infringement of any party’s Intellectual Property Rights (including Created IPR) used in connection with a Project of which it becomes aware.
8.6 The Participant warrants and undertakes that all Input, information, data, materials and Intellectual Property Rights that the Participant provides under these Terms:
8.6.1 are wholly owned, created and developed by the Participant;
8.6.2 do not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any existing obligations to a third party;
8.6.3 has not been licenced, charged or sold to any third party prior to entering into these Terms; and
8.6.4 so far as it is aware, is accurate and complete in all material respects.
9 LIMITATION AND EXCLUSION OF LIABILITY
9.1 Nothing in these Terms shall limit or exclude Foundervine’s liability:
(a) for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or
(b) for fraud or fraudulent misrepresentation.
9.2 Subject to Clause 9.1, Foundervine shall not be liable to the Participant in relation to any losses, claims or damages, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise incurred by the Participant arising under or in connection with these Terms.
10.1 Each party shall be responsible for its own costs incurred in connection with its participation in a Programme.
10.3 Each party agrees that it shall not, without the prior written consent of the other party, at any time from the Commencement Date to the expiry of 12 months after the date of termination of these Terms, solicit or entice away from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that party or another participant.
10.4 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
10.5 Neither party may assign, sub-contract or otherwise transfer their rights or obligations under these Terms without the prior written consent of the other party.
10.6 Nothing in these Terms are intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.7 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them relating to its subject matter.
10.8 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.