A : THE PROGRAMME
1. These Terms and Conditions (“Terms”) apply to any company that accepts an offer to participate in the Indielab TV Accelerator Programme (“the Programme”) in accordance with Section C below. These Terms also apply to any individual nominated by such company to attend and participate in the Programme (the company and individual together, “you”). More details about the Programme are available on our website, www.weareindielab.co.uk (the “Website”). The Programme is provided by Indielab Ltd or, in respect of certain sessions of the Programme, by one of our affiliated companies (collectively “we” or “us”).
2. These Terms together with your application form, enrolment form, emails sent to you by us, and the details on the Website (“the Contract”) are the entire agreement between you and us. If there is any conflict between these Terms and the Website these Terms shall prevail.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms asserted, or which are implied by trade [save for E:2], custom, practice or course of dealing.
1. In order to be eligible to participate in the Programme, you must:
a. comply with our criteria as set out on the Website; and
b. submit your fully completed application form via email by no later than 11:59pm on February 7th 2018.
1. If your application is successful you will receive an email offering you a place on the Programme (the “Offer Email”). In order to accept this offer, you must comply with the requirements set out in the Offer Email, however we are entitled (but not obliged) to treat our offer as accepted once we receive the enrolment form from you (“Acceptance”).
2. If Acceptance does not occur by 11:59pm on the day that is the 7th day after the day on which you received the Offer Email, your application to the Programme will be deemed withdrawn and your place on the Programme will be offered to another applicant.
3. On Acceptance you agree to be bound by these Terms and to pay the Programme fee as detailed in Section D below.
1. The fee for participating in the Programme will be £2700 + VAT (the “Programme Fee”). An early bird discount of £250 will be applicable to the Programme Fee if your application form is submitted to us by 11:59pm on December 20th 2017.
2. We require payment within 14 days of Acceptance (the “Payment Date”).
3. Notwithstanding any other provision of these Terms, if you fail to remit payment on or before the Payment Date, your application to the Programme will be deemed withdrawn and your place on the Programme will be offered to another applicant. We reserve the right to issue an invoice for the Programme Fee at any time after Acceptance even if your place on the Programme has been withdrawn pursuant to this clause, or for any other reason, and you shall be obliged to pay the Programme Fee within 14 days of that invoice.
4. Following Acceptance, the Programme Fee shall be non-refundable.
E: OUR OBLIGATIONS
1. Provide the Programme as described on the Website.
2. Use reasonable care and skill in delivering the Programme and will do so in accordance with industry standards.
3. Use our reasonable endeavours to complete the delivery of the Programme within the time stated on our website but time shall not be of the essence.
4. Monitor and assess your progress on the Programme and advise you if you are selected by us to pitch for investment finance (see Section G below). Our decision on this will be at our sole discretion based on our professional assessment and will not be subject to review or appeal for any reason.
F: YOUR OBLIGATIONS
1. Participate fully in the Programme by attending at least 80% of all training sessions, actively participating during these sessions and completing any reasonable tasks set for you by us. If you are unable to attend a training session, you must provide us with a minimum of 24 hours’ written notice.
2. Provide feedback at various points during the Programme when requested.
3. Obtain any permissions, consents, licences or otherwise that are needed for you to participate in the Programme and you agree to provide us with reasonable access to any and all of your company information, documents, materials, properties and any other matters or items required by us to provide the Programme.
4. Provide (subject to Section I below) revenue, international sales and increase in hiring figures for your company to us every 6 months for the 2 years following completion of the Programme, in order that we can report to the Mayor’s Office.
5. Provide a short summary of the impact of the Programme on your business performance at 6, 12, and 18 month intervals after the commencement of the Programme.
6. Consent to be contacted by both us and the Mayor’s Office to verify your feedback information.
7. Notify us of any investment (including amount and source) provided by parties you met on the Programme and agree to us using that information under Section H below.
8. Where you receive investment within 24 months of the end of the Programme from any party: (i) refer to us and the Programme in any press release relating to the investment or the project to which the investment relates (“Press Release”); (ii) where requested by us, include in any such Press Release a quote from us of reasonable length (taking into account the overall length of the Press Release); and (iii) allow us to review any such Press Release (regardless of whether we choose to include a quote) with reasonable time prior to publication and to amend any portions which relate to us.
9. Update us on your progress including new business won for 18 months following the Programme. You will provide all relevant learner data required by us, and the Mayor of London as requested.
10. If you have any concerns or issues with the Programme you will raise them directly and immediately with Victoria Powell (the “Programme Director”).
11. If you need any additional support you will request this from the Programme Director.
G: INVESTOR PITCH
1. For some candidates it may be possible for us to arrange a pitch to investors (the “Investment Pitch”) You are required to comply with the following in order to be eligible to be considered for the Investment Pitch:
a. attend all preparatory and practice pitch sessions;
b. prepare a verbal pitch accompanied by a deck;
c. submit the deck to us prior to the pitch;
d. submit to us an executive summary of the pitch for the investment pitch brochure; and
e. prepare a business plan.
If you do not comply with any of the above to our reasonable satisfaction, we have the right to determine your eligibility to participate in the Investment Pitch. Our decision shall be final.
H: INTELLECTUAL PROPERTY
1. We retain all copyright and any other intellectual property rights which may subsist in any
materials, documents or other items supplied by us in connection with the provision of the Programme. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
2. You hereby grant to us a non-exclusive, perpetual, irrevocable, sub-licensable licence to use any materials (including without limitation logos, trademarks and other corporate information) created or owned by you in connection with the Programme, including information on any investment (including amount and source) from parties you met on the Programme (“Company Materials”), for the purpose of improving and promoting the Programme and any future Programmes.
1. You will not make any derogatory statement or announcement or give any confidential or false information directly or indirectly relating to us, our internal affairs, the Programme, this Contract or any other participant on the Programme to any third party and agree to discuss with us any proposed statement to the media about the Programme.
2. We will keep information you have given to us confidential (until and unless it is publicly available) and not disclose it to any third party other than the Lord Mayor’s office and potential investors.
1. You hereby grant us the right to use your company name, logo, trademarks, likeness and biographical material and Company Materials (including all information contained within them) in connection with the publicity, advertising and exploitation of the Programme by all means and in all media throughout the world in perpetuity. This includes without limitation the right to use your company logo on the Website.
L: EXCLUSIONS AND INDEMNITY
1. We do not accept responsibility for any third party investment that takes place following the Programme. We do not hold ourselves out as advisers nor seek to provide any advice on finance.
2. We do not guarantee that you will be able to participate in the Investment Pitch.
3. We do not accept any responsibility for services provided or advice given by contributors on the Programme if they work with you after the Programme.
4. We are not liable for any delay or failure to provide the Programme if this is caused by your failure to comply with your obligations under the Contract.
5. We can make any changes to the Programme at any time for any reason (including without limitation to comply with any applicable law or safety requirement) and we will notify you of this in writing if deemed appropriate by us.
6. Liability under these Terms, or in breach of statutory duty, or in tort or misrepresentation or otherwise, shall be limited as set out in this clause. The total amount of our liability to you or any third party in connection with your participation in the Programme is limited to the Programme Fee payable by you under the Contract.
7. We shall not be liable to you, whether in respect of any tort (including without limitation negligence), breach of contract, misrepresentation or otherwise, and whether arising out of or in connection with this Contract, for any indirect, special or consequential loss or damage including (without limitation) damages for loss of profits, goodwill, business opportunity or anticipated saving.
8. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit our liability.
9. You hereby agree to indemnify us and keep us indemnified from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses of whatsoever kind or nature including without limitation legal costs, expenses and VAT whether suffered or incurred directly or indirectly by us arising out of any breach, non-performance, threatened breach or non-performance or non-observance by you of any of your covenants, warranties, representations, undertakings and agreements contained or implied in this Contract.
1. We can terminate the Contract with you and remove you from the Programme immediately if you:
a. commit a material breach of your obligations under the Contract; or
b. fail to pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
1. Headings in these Terms are for convenience only and do not affect their interpretation.
2. Words imparting the singular shall include the plural and vice-versa.
3. Any grievance relating to the Programme should be raised in writing with us.
4. Nothing in this Contract shall constitute a partnership or joint venture between the parties or make either party the agent of the other.
5. Neither party shall do or permit to be done anything by which it may be represented as a partner or agent of the other.
6. The Programme Fee is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
7. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under this contract and can subcontract or delegate in any manner any or all of our obligations to any third party.
8. If, due to circumstances beyond our control we have to make any change to the Programme or how it is delivered, we will notify you in writing. We will use reasonable endeavours to keep any such changes to a minimum.
9. You must not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this contract.
10. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the party in question. If the delay continues for a period of 30 days, either of us may terminate or cancel the Contract.
11. All notices under this Contract must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
12. All notices under this Contract must be addressed to the most recent address or email address notified to the other party.
13. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
14. If one or more of the provisions in these Terms is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of the Terms (which will remain valid and enforceable).
15. This Contract does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to the Contract.
16. This Contract (and any and all non-contractual matters and/or claims relating hereto) shall be governed by and construed in accordance with English law. It is agreed that the Courts of England shall have the exclusive jurisdiction to resolve any dispute which may arise out of or in connection with this Contract (and any and all non-contractual matters and/or claims relating hereto).
17. Notwithstanding any remedy to which you may become entitled in equity or at law, you hereby waive any right you may have to enjoin or seek to enjoin the development, operation and/or promotion of the Programme.