Fundraising Programme Terms & Conditions

IdeaSquares Worldwide Ltd (T/A ISQ Crowdfunding) Programme for Raising Investment

Terms and Conditions of Participation

 

Parties

This agreement sets out the terms and conditions of participation (Ts & Cs) upon which the Client, a company registered in the United Kingdom of Great Britain and Northern Ireland, or elsewhere with the European Economic Area and IdeaSquares Worldwide Limited trading as ISQ Crowdfunding, ('ISQ'), agree to enter into an arrangement to support the Client with the preparation of campaign to raise investment. 

Intent

These Ts & Cs set out the general terms and provisions pertaining to the training and support programme (the programme) owned and provided by ISQ. Both parties agree to be bound by these terms and provisions upon the client’s acceptance of ISQ’s offer to join the programme, such acceptance signified by making payment as called for in the offer email provided by ISQ. In doing so, parties to this agreement affirm that they are authorised to act accordingly on behalf of their respective entities. Throughout this document reference to this/our Agreement shall mean the same as these Terms and Conditions of Participation.

Programme Provision

Upon approval by ISQ for the Client to join the programme, the Client will be eligible to receive for a period not exceeding 12 months from the date of joining:

  1. access to online learning content and other tools to support the Client’s investment raising  preparations;
  2. mentoring and guidance throughout the process from ISQ;
  3. email and telephone support throughout the programme from ISQ delivered via one or more of, group webinars, social channel discussion forums, telephone/conferencing calls and other delivery channels as may be appropriate;

Details of the extent, frequency and quantity of the above items will be provided to the client as part of the programme delivery.

Programme Fee

  1. Upon ISQ’s acceptance of the Client’s application to join the programme the Client agrees to pay a programme Access Fee as detailed in emails and or other communications between ISQ and the client. This fee is non-refundable without exception.
  2. Access to the programme will be provided once payment is received by ISQ.
  3. VAT at the prevailing rate will be added to the programme Access Fee except for clients domiciled in countries outside of the UK providing that the client supplies ISQ with a valid EU VAT Registration Number. 
  4. The programme fee must be paid in full in order for the client to be provided access to the programme unless alternative payment terms have been otherwise agreed between the client and ISQ. Any such payment terms will be documented elsewhere, such as by email. 
  5. All fees are levied in British Pounds Sterling unless otherwise agreed by prior arrangement and are to be remitted to ISQ in full without deduction of bank or any other transfer or handling fees.
  6. Where alternative payment terms have been agreed, The Client agrees, and will authorise any bank mandate as required, for fees charged by ISQ to be paid by direct debit initiated by ISQ to the Client’s bank account. The Client agrees to ensure sufficient funds are available to meet such charges.
  7. In the event of the client’s decision to cease participation in the programme, any difference between the full cost of the programme and any outstanding instalments  will become immediately due for payment.
  8. Cancellation of any direct debit mandate by the Client prior to the natural conclusion of the arrangements provided for under these Ts & Cs may be taken as the Client’s unilateral termination of these arrangements. Under any such circumstances all fees due as described within these Ts & Cs will become immediately due for payment by the Client to ISQ.
  9. An additional 5% of the fee invoice value will be added to the Client’s account with ISQ where such fee(s) cannot be collected via direct debit as per clause 6. above and will become due and payable by the client as at the same invoice date. 
  10. In the event of the failure of a collection of a fee as described in 8. ISQ has absolute discretion to restrict or deny the client’s access to the programme until payment has been received by ISQ. 
  11. Any such restriction or denial of access as described in 10 above shall in no way relieve the client of their liability for payment of the full programme fee, plus any associated collection costs. 
  12. Save for any material failure by ISQ under the terms of these Ts & Cs the client agrees to not raise any future contest regarding fees post execution of these Ts & Cs. 

Participation

  1. The programme will in the main be delivered by provision of access by the client to one or more websites, or any other online services owned and or managed by ISQ. 
  2. Reference throughout this document to ‘the site’ or ‘website’ shall mean the programme as delivered under these Ts and Cs. 

No assurance or guarantee of acceptance by any third party platform/service provider and/or that any investment round will be successful

The Client hereby acknowledges that participation in the programme does not guarantee the client: 

  1. receiving any investment from one or more persons; 
  2. being accepted as a client by any third party platform/service provider; 
  3. successfully concluding an investment round in the short term or anytime in the future. 

ISQ has no liability in the event that the Client fails to successfully raise investment following the course of the programme.

Termination

ISQ 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:

  1. breaching the terms of this Agreement;
  2. breaching the terms of ISQ’s Privacy Policy;
  3. taking any action or inaction which adversely affects, or otherwise reflects negatively on ISQ, any platform/service provider, or any other participants of the programme.

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 Client hereby acknowledges that they have no right to any compensation in the event of their termination from the programme pursuant to this clause. Any fees already levied prior to termination will under no circumstances be refunded by ISQ to the client.  

Intellectual property

ISQ is the owner or licensee of all intellectual property rights on the ISQ 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 ISQ. ISQ reserves the exclusive right to any of its own intellectual property created during the programme.

The provisions contained in the 'Confidentiality' clause of this Agreement shall survive any termination of this Agreement. 

 

Confidentiality

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 ISQ for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Client of ISQ 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 agrees not to disclose any Confidential Information including the content or materials provided as part of the programme to any third party except as required by law or as may be expressly permitted by ISQ as part of the programme. There is no time limitation on this non-disclosure agreement.

The Client specifically agrees not to share, disclose, or in any way allow access to the programme, be that via login access or otherwise,  to any third party outside the Client’s management, direct employees, or contractors. In the event of any breach of this condition, the Client agrees to pay ISQ the same sum of money as paid by the Client for access to the programme for each and every individual breach. The Client furthermore acknowledges that any such breach by management, direct employees, or contractors even though not necessarily authorised by the Client shall nevertheless still be considered a breach under this agreement and remain liable for the remedies therein. 

ISQ also agrees not to disclose any information of any confidential nature about the Client received during the duration of the programme except as may be required by law or as may be expressly permitted. 

Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

ISQ’s Right To Use The Client’s Work Product

During the course of the Clients participation in the activities delivered via the programme the Client will develop and create work product which may include data and materials shared on other related channels, such as social media. 

The Client agrees to allow ISQ unlimited rights to retain, use and otherwise modify such work product for the purposes of enhancement to the services delivered via the programme and for use by other clients and third parties at ISQ’s absolute discretion. 

ISQ agrees that no commercially sensitive information which may or may not identify the Client and/or potentially adversely impact the Client will be in any way disclosed as a result of ISQ’s use of the work product created by the Client unless the Client’s prior express permission is obtained or such work product is or has been made available in the public domain. With the exception of persons and entities already in the public domain, any such work product used for purposes of product/service enhancement shall be anonymised.

The Client’s License to ISQ

By posting or submitting any material (including without limitation, comments, blog entries, Facebook & other social channel postings, photos and videos) to us via the programme, internet groups, social media venues, or to any of our staff via email, text or otherwise, the Client represents: (i) that it is the owner of the material, or are making the posting or submission with the express consent of the owner of the material; and (ii) that the client’s representative is thirteen years of age or older. 

In addition, when the Client submits, emails, texts or delivers or posts any material, the Client is granting ISQ, and anyone authorised by ISQ, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any reasonable and legitimate purpose. 

The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, the Client grants ISQ, and anyone authorised by ISQ, the right to identify the Client as the author of any of the Client’s postings or submissions by name, email address or screen name, as ISQ deems appropriate.

The Client acknowledges that ISQ has the right but not the obligation to use and display any postings or contributions of any kind and that ISQ may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

Limitations on Linking and Framing: The Client may establish a hypertext link to ISQ's website so long as the link does not state or imply any sponsorship of the Client’s site by ISQ. However, the Client may not, without ISQ’s prior written permission, frame or inline link any of the content of ISQ's website or the programme, or incorporate into another website or other service any of our material, content or intellectual property.




Privacy and General Data Protection Regulation

ISQ’s Privacy Policy is available on the ISQ website. 

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 ISQ’s privacy provisions, by virtue of these Terms and Conditions ISQ will contact the Client by various means including but not restricted to email, telephone, and via ISQ’s various project management tools. The implied consent to contact Clients for the legitimate purposes as provided for under these Ts & Cs will cease once all matters directly and indirectly related therein are concluded. 

Assignment

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 ISQ.

Severability

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.

Notices

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 ISQ should be sent to the following address:

IdeaSquares Worldwide Limited 

Maple House

5 The Maples

Cleeve

Bristol B49 4FS

The provisions of this clause do not apply to the service of any proceedings or other documents in any legal action. 

Reservation of rights

ISQ 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. 

Conflict

In the event of a conflict between this Agreement and the terms of ISQ’s Privacy Policy, the terms of this Agreement shall prevail.

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 laws of The United Kingdom of Great Britain and Northern Ireland. Each party hereby irrevocably agrees that the courts of GB 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.

Please ensure you read carefully and understand all the provisions of this Agreement. This applies especially to the fee provisions. The Client confirms that it agrees with and will abide by the Terms and Conditions of this Agreement. 

E & O E