INDIELAB WEST YORKS CREATIVE CATALYST ACCELERATOR
2022 TERMS AND CONDITIONS
A: THE PROGRAMME
These Terms and Conditions (“Terms”) apply to any company that accepts an offer to participate in the Indielab West Yorks Creative Catalyst 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 (“Indielab”), a company registered in England and Wales under registration number 09577300 with its registered office at 7 Savoy Court, London, WC2R 0EX or, in respect of certain sessions of the Programme, by one of our affiliated companies (collectively “we” or “us”).
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.
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, custom, practice or course of dealing.
1. In order to be eligible to participate in the Programme, you must prior to enrolment and at all times during your participation in the Programme:
a. be based in the Leeds city region (i.e. the districts of Bradford, Calderdale, Craven, Harrogate, Leeds, Kirklees, Selby, Wakefield and York) (we will assess where you are based on the basis of information provided by you or otherwise available to us indicating where you can reasonably be regarded as ‘based’. Registered office location alone will neither qualify nor disqualify you);
b. be engaged in economic activity;
c. comply with our criteria as set out on the Website; and
d. submit your fully completed application form via email by no later than the application deadline as listed on the Website.
2. Our decision on whether you meet the relevant requirements will be final.
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”).
If Acceptance does not occur by 11:59pm on the day that is 5 working days 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.
Upon Acceptance you agree to be bound by the Contract.
D: OUR OBLIGATIONS
provide the Programme as described on the Website and as communicated to you, but on the basis that we may make changes to the Programme from time to time in our sole discretion;
use reasonable care and skill in delivering the Programme and will do so in accordance with industry standards.
use our reasonable endeavours to complete the delivery of the Programme within the time stated on the Website but time shall not be of the essence.
monitor and assess your progress on the Programme and advise you if we are able to offer you the opportunity to pitch for investment finance (see Section F below). Our decision on this will be at our sole discretion, based on our professional assessment.
E: YOUR OBLIGATIONS
1. participate fully in the Programme, by using best endeavours to ensure that each of your two representatives attends 100% 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, save for any genuine emergency, 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 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 H below) the following information for your company to us every six months for the two years following completion of the Programme, in order that we can report to the West Yorkshire Combined Authority. Any disclosure you make to Indielab that may be covered by and NDA will not be passed on by Indielab to other third parties and/or be made public:
a. skills and knowledge assessments of individuals at the start and end of the Programme;
b. increase in employment rates within your company (which may include freelance contracts);
c. increase in turnover in your company;
d. new commissions or new products brought to market by your company;
e. new distribution deals secured (where appliable);
f. amount of external investment secured (including equity investment and project investment for games); and
g. any other relevant information which we may request from time to time.
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. where you receive any form of funding (for example as part of a first-look deal (except from an existing distribution partner in relation to a first-look deal or other distribution deal which existed prior to you receiving the Offer Email)) within 12 months of the end of the Programme, from any distribution partner showcased at the “Indielab Showcase”, or a games publishing deal or a third party investment (“Funding”) from partners introduced to you on the programme, you shall refer to us and the Programme in any press release relating to any such Funding in accordance with the provisions set out in Section E8. Any disclosure you make to Indielab that may be covered by an NDA will not be passed on by Indielab to third parties and/or be made public.
7. Since the Programme is, in part, an investment readiness programme, where you receive a binding offer of equity investment within 18 months of the end of the Programme, from any party you have met with on the Programme or in meetings we have facilitated or any party to which Indielab has introduced you through our Indielab Investor Event Showcase (“Investment”), you shall:
a. notify us in writing of the Investment (including without limitation the amount and source); and
b. refer to us and the Programme in any press release relating to the Investment in accordance with the provisions set out in Section E9.
Any disclosure you make to Indielab that may be covered by an NDA will not be passed on by Indielab to third parties and/or be made public.
8. Where you are required to refer to us and the Programme in any press release pursuant to Sections E7 or E8.b (together, a “Press Release”), you shall:
a. 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
b. allow us to review any such Press Release (regardless of whether we choose to include a quote) with a reasonable time prior to publication, and to amend any portions which relate to us.
9. Update us on your progress including without limitation any new business won in the 18 months following the Programme. You will provide all relevant learner data required by us and our funders, as requested.
10. If you have any concerns or issues with the Programme you will raise them directly and immediately with Beverley McMillan (the “Programme Producer”).
11. If you need any additional support you should request this from the Programme Producer.
F: INVESTOR PITCH EVENTS
For some participants, there may be an opportunity to participate in a pitch to investors (“Investment Pitch”). If you wish to be considered for an Investment Pitch and are successful in being put forward to participate, separate terms will apply.
G: INTELLECTUAL PROPERTY
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.
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 without limitation information on any investment (such as 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.
H: DATA PROTECTION
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.
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 (unless required by applicable law).
You hereby grant us the right to use your company name, logo, trademarks, likeness and biographical material and Company Materials (including without limitation 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.
K: EXCLUSIONS AND INDEMNITY
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.
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.
We do not guarantee that you will be able to participate in the Investment Pitch.
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 or any event or circumstance outside of our reasonable control.
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.
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 sum of £500.
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 loss of profits, goodwill, business opportunity or anticipated saving or any indirect, special or consequential loss or damage.
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.
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. breach any Key Conditions (as defined in our offer letter to you);
b. commit a breach of your obligations under the Contract; 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.
2. We have the right to suspend or terminate the right of you or your representative(s) to attend the programme without further obligation or liability on us.
Headings in these Terms are for convenience only and do not affect their interpretation.
Words imparting the singular shall include the plural and vice-versa.
Any grievance relating to the Programme should be raised in writing with us.
Nothing in this Contract shall constitute a partnership or joint venture between the parties or make either party the agent of the other.
Neither party shall do or permit to be done anything by which it may be represented as a partner or agent of the other.
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.
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.
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.
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.
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).
All notices under this Contract must be addressed to the most recent address or email address notified to the other party.
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.
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).
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.
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).
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.