Below are our Crowd10 terms and conditions.
This agreement sets out the terms and conditions upon which:
(NAME OF CLIENT/BUSINESS) ( the Client) a company registered in England and Wales, or Scotland registered number (COMPANY NUMBER) whose registered office is at (REGISTERED ADDRESS), and
IdeaSquares Worldwide Limited, ('IdeaSquares'),
agree to enter into an arrangement to support the client with the preparation of an equity-crowdfunding campaign intended to run with the platform provider Crowdcube Ltd.
Note that IdeaSquares is not party to the arrangements between the Client and the platform provider.
By making an application to participate in the Programme, the Client confirms that it is a company registered in or trading from England and Wales or Scotland, looking to raise investment of £50,000 to £1,500,000 by way of equity crowdfunding. Upon enrolment onto the Programme, the Client agrees to provide all information relevant to and in support of their funding requirements and to actively participate in and comply with the various components and stages of the Programme.
These Terms and Conditions set out the general terms and provisions pertaining to the Programme. All parties agree to be bound by these terms and provisions upon execution and dating of this agreement. In doing so signatories to this agreement affirm that they are authorised to act accordingly on behalf of their respective parties.
By making an application and paying the Application Fee, the Client confirms that it:
is registered in England and Wales, or Scotland;
does not have a holding company;
is not part of a group structure;
owns the intellectual property relating to its business in its own name;
has the appropriate level of internal authorisation to participate in the programme specifically to raise finance through crowdfunding.
Upon approval by IdeaSquares for the Client to join the Programme, the Client will be eligible to receive:
access to automated tools to support IdeaSquares' crowdfunding preparations;
mentoring and guidance throughout the process from IdeaSquares;
one to one email and telephone support throughout the Programme from IdeaSquares;
the opportunity to attend physical training events designed to move the client towards crowdfunding success.
On making an application via the website to participate in the Programme, the Client agrees to pay a £25 Administration Fee per application. This fee is non-refundable and payment thereof does not automatically guarantee acceptance into the programme.
Upon IdeaSquares acceptance of the Client’s application to join the Programme the Client agrees to pay a £495 Campaign Fee for the specific provision of the programme. This fee is payable prior to commencement of the programme and is non-refundable.
In the event of the client missing their launch by more than two weeks past the month of the agreed launch date they will be required to transfer to a subsequent programme. In such a case a further campaign fee of £350 will be payable, regardless of the stage in the process the client is at.
Upon successful completion of an Equity Crowdfunding campaign, the client agrees to pay a 0.5% Success Fee to IdeaSquares, of the total amount raised, including any overfunding achieved.
Additional fees may be imposed by IdeaSquares for replacement or other services provided, such as individual and/or bespoke training sessions.
Should the Client leave, or in any way cease to actively participate in, the Programme subsequent to payment of the campaign fee and prior to the Programme’s natural conclusion the Client agrees to pay a £500 Withdrawal Fee. This fee will become payable upon demand on delivery of an invoice by IdeaSquares to the Client. Note that in the event of the client failing to respond to information requests within 72 hours, IdeaSquares may at its discretion consider the client to have ceased active participation in the programme.
In the event of the Client’s successful funding, IdeaSquares receives a success fee paid by Crowdcube. This success fee is equal to 1.4% of value of the investment raised for the Client by the crowdfunding campaign. Should the Client successfully negotiate a reduced fee paid by the Client to Crowdcube the Client agrees to pay IdeaSquares a Top-Up Fee being the sum of money required to meet any deficit between the amount paid to IdeaSquares by Crowdcube and 1.4% of the investment raised.
IdeaSquares is not a party to the fee arrangements reached between the Client and Crowdcube.
Other products and services may be available to the client on request and by specific arrangement.
The Client acknowledges that crowdfunding and participation in the Programme requires an appropriate level of commitment in time and effort. To this end the Client acknowledges and agrees to:
Commit a reasonable amount of time on a weekly basis to carrying out the tasks and activities necessary to pursue a crowdfunding campaign. The time required will vary according to individual circumstances but is anticipated to be not less than 16 hours per week.
Attend the three (or otherwise as determined by the Programme structure) compulsory training events in Bristol on the dates to be specified by IdeaSquares. It is expected that such events will be attended by the person or persons directly responsible for the management and delivery of crowdfunding campaign including the authority to enter into commitments on behalf of the Client.
Attend if possible additional non-compulsory training events. The preference is for the same person or persons to attend these as required for the compulsory events, but this may be varied by prior agreement with IdeaSquares.
Make a senior, authorised, and appropriately informed principal or staff member available for weekly status update calls with a representative of IdeaSquares;
Use and engage with the various on-line communication and project management tools provided by IdeaSquares for effective delivery of the Programme;
Agreement to use the website
The Client agrees to use the IdeaSquares website for the purposes of making an application to the Programme in a manner that is consistent with the conditions set out in this Agreement and in compliance with all applicable laws and regulations. the Client may not use anything related to IdeaSquares for unlawful purposes, infringe upon IdeaSquares or third party rights, restrict or stop third parties from enjoying or using, use the site for obscene, offensive, indecent or threatening purposes. the Client will be responsible for any information that is published if the Client successfully progresses to the Campaign Stage. IdeaSquares reserves the right to remove or withhold from publishing any information that is not compliant with this Agreement.
If the Client is successful in becoming one of the companies to launch their campaign on the crowdfunding platform, the Client agrees to a summary of the Client and the Client idea being published on the IdeaSquares website as part of the Programme.
IdeaSquares reserves the right to terminate the Client’s participation in the Programme in the event of it being necessary to comply with applicable law and/or
breaching the terms of this Agreement;
committing a criminal offence;
becoming insolvent or receiving an administration notice; and
taking any any action or inaction which adversely affects, or otherwise reflects negatively on IdeaSquares, the platform provider, or any other participants of the Programme.
IdeaSquares also reserves the right to terminate the Client’s participation in the programme if in accordance with the best judgment of IdeaSquares it is considered that the Client’s business and or campaign proposition is not of a sufficient standing to provide a reasonable chance of acceptance by Crowdcube and or concluding a successful campaign.
In the event that the Client’s participation in the scheme is terminated, the Client shall immediately withdraw from the Programme and will no longer receive any of the benefits outlined in the 'Minimum requirements' clause. If the Client has reached the Campaign Stage, the campaign preparation shall cease with immediate effect and ithe Client will be liable to pay the Withdrawal fee to IdeaSquares. The Client hereby acknowledges that they have no right to any compensation in the event of their termination from the Programme pursuant to this clause.
The provisions contained in the 'Confidentiality' clause of this Agreement shall survive any termination of this Agreement.
Withdrawal from the Programme
The Client may at any time withdraw from the Programme however the Client agrees that no fees paid to IdeaSquares will be refundable.
IdeaSquares is the owner or licensee of all intellectual property rights on the IdeaSquares website and all the material published on it. Participation on the Programme by the Client does not give rise to any intellectual property rights on the part of IdeaSquares. IdeaSquares reserves the exclusive right to any of its own intellectual property created during the Programme.
Confidential information means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the Client, clients, customers, products, affairs and finances of IdeaSquares for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Client of IdeaSquares or any of its suppliers, clients, customers, agents, shareholders or management, whether or not such information (if in anything other than oral form) is marked confidential.
The Client hereby agrees not to disclose any Confidential Information received during the duration of the Programme and for a period of 2 years following termination of the Programme to any third party for any reason except as required by law or as permitted by IdeaSquares as part of the Programme.
IdeaSquares also agrees not to disclosure any information of any confidential nature about the Client received during the duration of the Programme and for a period of 2 years following termination of the Programme to any third party for any reason except agreed by both parties in writing.
Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
Liability of IdeaSquares
The Client hereby acknowledges that participation on the Programme does not guarantee the Client successfully crowdfunding. IdeaSquares has no liability in the event that the Client fails to successfully crowd fund following the course of the Programme.
The Client agrees that it shall not assign or transfer or purport to assign or transfer any of its rights or obligations hereunder without the prior written consent of IdeaSquares.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties whether written or oral, relating to its subject matter.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication shall be deemed to have been received; if delivered personally, when left at the registered office address; if sent by pre-paid first class post or other next day delivery service, at 9:00 am on the second business day after posting; or, if sent by email, one business day after transmission.
Any notice addressed to IdeaSquares should be sent to the following address:
IdeaSquares Worldwide Limited
The provisions of this clause do not apply to the service of any proceedings or other documents in any legal action.
This Agreement may be varied at any time by IdeaSquares on the provision of ten days advance notice delivered to the Client. The Client may elect prior to the effective date of the varied agreement elect to terminate this agreement without the provisions of the fees clause.
Reservation of rights
IdeaSquares reserves the right to change the Terms and Conditions of the client’s participation in the Programme at any time and from time to time provided that such change shall be of general applicability to all participants enrolled in the Programme and with fair and reasonable notice. This provision shall not apply to fees paid by the client save for any changes imposed by relevant legislation and or statute.
The Client shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but shall at all time in good faith assist in carrying out all of the provisions hereof and taking all action as may be necessary or appropriate to protect IdeaSquares rights under this Agreement against impairment.
Governing law and jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales, or Scotland. Each party hereby irrevocably agrees that the courts of England and Wales, or Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.