Working With IdeaSquares
A guide for crowdfunding clients introduced by Seedrs
IdeaSquares Worldwide Ltd are official crowdfunding launch partners to Seedrs Ltd. We have built a programme, Surge, to support businesses seeking to raise investment via crowdfunding on Seedrs.
You have been supported directly onto this programme by Seedrs, the commercial arrangements for which are covered by agreement between ourselves and Seedrs. Therefore there is no requirement for us to formally agree commercial arrangements with you in terms of the provision to you of our crowdfunding support services, with the following exceptions:
We provide a range of additional services which are outside the scope of our standard crowdfunding support programme. These services are described in detail on our website, including their indicative costs. Access to these services is not covered by the Surge programme and if purchased the relevant costs will be invoiced directly by IdeaSquares to yourselves.
Surge is being offered to you on the assumption that you will actively engage with and participate in the programme with the ultimate objective of launching a successful campaign on Seedrs. In the event that you cease to actively and or reasonably engage with the programme - as further described herein - IdeaSquares reserves the right to terminate your participation without further notice and issue you an invoice for a termination fee of £350, payable by you on presentation.
Your actively commencing to work with us constitutes your acceptance of and agreement to the provisions contained within this guide.
The purpose of this document is to provide information on the ways we will work with you which includes general standards and expectations concerning the delivery and provision to you of our support services. This document does not intend to be exhaustive and as appropriate normal commercial practices, common law, statutes and legislation as applicable to the United Kingdom and the European Economic Area are implied.
Purpose and Principles
Our primary objective is to support you so that your campaign has the best chance of success. You should know that our commercial arrangements with Seedrs are heavily incentivised for your campaign to succeed.
The guidance and advice we will give you are intended to drive that success. Ultimately all the decisions around how your campaign will run are yours but we would strongly recommend and generally expect, that you will respond positively and actively to our guidance and advice. In particular we expect the decision to launch your campaign to “private live” and “public live” to be taken in direct prior consultation with ourselves. We would not expect you to launch your campaign in either of those stages without our express agreement.
Our crowdfunding support systems, processes, and overall approach are based on our extensive positive experience of what gives a campaign the best chances of success. There is very little scope to majorly vary from our project framework unless there has been prior discussion with ourselves and with our final agreement. Due to inherent inefficiencies with project variation, where changes to our project approach are sought by the client it is likely that specific costs for such variation would need to be met by the client.
There are various key stages within our programme where progress will be reviewed and recommendations provided as to next steps. In particular this applies to tasks such as video production and milestones such as campaign launch. You should be aware that where we consider it appropriate our guidance and advice may be very direct, frank, honest and well-intentioned in terms of the next steps and the timing of those steps.
We do encourage and expect you to actively engage with us in terms of carrying out the various tasks and activities which we will set with you in order to progress your project. This includes adherence to timelines and key milestones. In the event that you do not actively ‘work your project’, and/or habitually do not meet timelines and milestones without agreeing with us changes to those timelines and milestones, we may withdraw our agreement to work with you without further notice. In such circumstances the Termination Fee referred to previously will be applied.
Ways of Working
Aside from initial introductions, most of our communications with you will take place via our project management tools. We do not use email for managing communications related to active crowdfunding projects. There are prescribed stages throughout the project where telephone calls will be scheduled for the purposes of training and instruction, progress review, and agreeing decisions regarding the project and your crowdfunding campaign.
After the first phase of the project has been completed, we will schedule regular telephone review calls with you, usually weekly. We expect you to be available for these calls. Repeated instances of missed calls will be cause for termination of our support services
We also use Google Documents, Sheets and Slides as our core working tools for review and preparation of the core elements of your project and campaign, such as your Campaign Text and management of your network contact list. There is no provision for exceptions to these core working tools i.e. we cannot work from downloaded documents. Use of these Google services sit within our project management tools. You will need to have an email account assigned against a Google account for this to work properly. Note that this does not necessarily mean you have to have a Gmail email address.
We prefer to provide feedback on and review business plan/investor decks in PDF format but if comprehensive and detailed edits are required you may be asked to provide such documents in editable formats i.e. MS Powerpoint, MS Word, or equivalent. It is important for us to retain accessible/downloadable documents therefore we do not review such documents from client-owned cloud based drives or file repositories.
Note that we do not use any file sharing services such as Dropbox etc..
During the course of us supporting your project and campaign, we will provide you with access to a range of tools, templates and other work products. You agree not to share any of these materials to anyone outside of your immediate business.
In the ordinary course of events we expect your crowdfunding campaign to launch on Seedrs in approximately ten weeks from the date we start working together. Unless there are extenuating circumstances we cannot continue our programme of support beyond twelve weeks from the date we start working together. Any agreement to continue past twelve weeks needs to be by prior arrangement and is likely to attract a fee of no less than £350.
The More Formal Stuff
The following provisions reflect those - but not all - which exist within our standard Terms and Conditions that apply to those clients with whom we engage directly. In so much as there is no formal documented agreement between you and IdeaSquares, by working with us your acceptance of these provisions is implicit:
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.
Make a senior, authorised, and appropriately informed principal or staff member available for scheduled 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.
Engagement means working through and completing the scheduled tasks, meeting agreed timeframes except where those time frames are altered by mutual agreement between IdeaSquares and the client, and responding to queries and follow ups initiated by IdeaSquares.
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 the Client:
breaching the terms of this Agreement;
committing a criminal offence;
becoming insolvent or receiving an administration notice; and
taking 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 Seedrs 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 of the programme.
The provisions contained in the 'Confidentiality' clause of this Agreement shall survive any termination of this Agreement.
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.
Privacy and General Data Protection Regulation
The Client is responsible for ensuring that all marketing and other communications issued by them to individual persons as part of the activities within the scope of these Terms and Conditions meet the requirements of the General Data Protection Regulation.
In terms of our privacy provisions, by virtue of these Terms and Conditions we will contact the client by various means including but not restricted to email, telephone, and via our various project management tools. The implied consent to contact clients for the legitimate purposes as provided for under these Terms and Conditions will cease once all matters directly and indirectly related therein are concluded.
Non-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 crowdfund 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.
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
St Bonaventure’s Business Centre
Bristol BS7 8AF
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.
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.
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.
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