Terms & Conditions
Terms and Conditions for Start-Up Series (the "Competition").
By entering the Competition, you agree to be bound by these terms and conditions ("Terms and Conditions"). Promotional materials relating to the Competition, including all information on how to enter the Competition, also form part of these Terms and Conditions. In the event of any conflict between any terms referred to in such promotion materials and these Terms and Conditions, these Terms and Conditions take precedence.
- The Promoter of the Competition is Worth Capital Ltd (“the Promoter”), registered at New Derwent House, 69-73 Theobalds Road, London, WC1X 8TA.
- Entrants must be at least 18 years old and be legally resident within the United Kingdom (if they are a sole trader) or registered in the United Kingdom if they are a partnership or limited company. In the case of entrants which are partnerships or limited companies registered within the United Kingdom. As at the commencement date of the Competition, entrants must have a legal business operating in the United Kingdom or be in the process of registering a legal business operating in the United Kingdom. Employees and agents of the Promoter or Marketing VF Ltd trading as startups.co.uk ("Startups") or any of their respective subsidiary or affiliated companies and their immediate families and members of their households, and anyone otherwise connected with operation or fulfilment of the Competition are not eligible to take part. The Promoter reserves the right to require entrants to prove that they are eligible to enter the Competition including, but not limited to, providing such documentation requested by the Promoter to evidence their trading status, their residency and the legal registration of their business. If a winner is found to be ineligible, the Promoter reserves the right to award the prize to another entrant and to require the return of any prize already awarded in full.
- The Competition commences at 00:01 GMT on 01/03/2019 and all entries must be received by 23:59 GMT on the closing date of 14/03/2019 (the "Closing Date").
- The Competition will be promoted on the Startups website at the following URL address: www.startups.co.uk (the "Website"). To enter the Competition you must go the Website and complete the entry form in full as well as submitting either (a) a video (of no more than two minutes in duration) which records you explaining your business or (b) a 2 page document explaining your business. Completion of your Competition entry will require the provision of details including, but not limited to, the development stage of your business, details about your registered business (if applicable) including its shareholders, directors and previous investments or about you if you do not operate through a registered business. Entries submitted by any other means will not be accepted: only those submitted via the official method of entry, as stated above, will be eligible. Any illegible, incomplete or fraudulent entries will be rejected. Entrants may only win one prize, irrespective of the number of entries submitted. At the end of the Competition, entrants' entries will not be returned to them. Entrants hereby represent and warrant that they have accurately and truthfully completed all application forms associated with the Competition and that all details and/or information provided as part of an entry to the Competition are true and correct. Entrants agree to indemnify the Promoter immediately in the event that they discover any details and/or information provided is false, inaccurate or misleading in any way and entrants acknowledge that the Promoter may disqualify their entry from the Competition in such an event.
- All entrants agree that if they win funding via the Competition as a winner then the Promoter will be entitled to exercise an option to acquire up to 7% in their business for a nominal sum. At the Promoter's sole discretion, this percentage share may be split between the Promoter and any third party business partners chosen by the Promoter, in proportions set out in the option agreement referred to in clause 8 of the option agreement. For the avoidance of doubt, the cumulative share in the business held by the Promoter and its third party business partners together shall not exceed 7%. Finalists of the Competition will be required to agree to and sign a share option agreement to this effect. The Promoter can only exercise the options if: (a) the entrant is notified by the Promoter in writing that is it the winner, (b) although not a winner of the Competition, the Promoter wishes to invest in the entrant at its sole discretion, or (c) the entrant receives investment from the Promoter's Start-up Series Fund (the “Fund”). The winner shall appoint a person (nominated by the Promoter) to become a director of the entrant’s company for a minimum of two years. The appointed Investor Director will attend regular board meetings and provide mentoring. Other vital support services will also be supplied as required by the winner (i.e. financial modelling, marketing strategy & planning). The winner shall pay the Promoter up to £12,000 per annum for these services. Up to £6,000 is paid on the initial investment and then up to £1,000 payable monthly (by Direct Debit) from month 7 to month 24 post-investment inclusive. VAT will be applicable.
- The winner of the Competition will be the entrant who is considered to have the idea or business with the best commercial potential. The Promoter and its Advisory Board will assess a shortlist of entries from all complete, eligible, properly submitted entries received before the end of the applicable Closing Date and decide on a business valuation which will be reflected in a term sheet setting out the agreed valuation and other terms of the investment. The valuation will be fair and based on benchmark valuations for previous investments in the marketplace. Should agreement on valuation not be reached then the Promoter reserves the right to start negotiations with the next best shortlisted entrant for the equity funding as part of these Terms and Conditions. Finalist entrants will be chosen and contacted by 18/04/2019. The finalists must agree to the terms of the option agreement (referred to in clause 5) and term sheet by 07/05/2019 in order to proceed to the next stage of the Competition. Upon signing and exchange of the option agreement and term sheet, finalists will be required to participate in a half day face to face interview with the Promoter to further explain the details of their entry to the Competition.
- The winner of the Competition will be selected by 20/05/2019 or such alternative date(s). In all matters relating to this Competition, the Promoter’s decision will be final. The winner may be required to submit valid identification before receiving their prize. If a prize winner refuses or is unable to provide any details required by the Promoter for receipt of their prize, the Promoter reserves the right to award their prize to another entrant. If a prize winner has not claimed their prize by the date specified in the notification of winning, the Promoter reserves the right to award their prize to another entrant.
- The winner will receive the chance to receive equity funding, subject to agreement and due diligence. The funding will be subject to an Investment Fee of 4.9% (SEIS) or up to 8.9% (EIS) to cover due diligence, documentation, legal arrangements, disbursements and transaction fees, to be authorised as part of the investment processes and approvals by the Company, to be paid to the Manager from the gross investment subscriptions. The winner will also pay £6,250 on funds drawn down and £1,333 per annum from year 3 to year 5 (for SEIS investments) or 2% of the investment per annum (for EIS investments) whilst the fund remains invested to Amersham Investment Management ("AMIM") for Fund Management, administration & custodian/nominee fees. In the result of termination of the investment the winner will pay AMIM a fee of 1.3% of the investors holding for costs incurred on the winding up of an investment, which is a regulated activity. The winners are responsible for paying all associated costs that are not specifically stated in these Terms and Conditions, and the winners are also responsible for any personal or incidental expenses and any VAT, national and/or local tax liabilities incurred in claiming or using their prize. The prizes are as stated and are non-exchangeable and non-transferable. There is no cash or other alternative to any prize in whole or in part. By participating in the Competition, entrants agree that the prizes are awarded on an "as is" basis, and that neither the Promoter nor any of its subsidiary or affiliated companies, make any representations or warranties of any nature with respect to the prizes. The winners are also solely responsible for obtaining professional advice (including, but not limited to, independent legal and tax advice) in connection with any potential investment or cash prizes awarded as part of a prize and any and all tax liabilities in connection with the prize. The Promoter shall not be liable to entrants in any way in connection with such advice or tax liabilities.
- To be eligible to receive potential equity funding as part of their prize as stated within these Terms and Conditions, the winner will be required to enter into negotiations with the Fund with the aim of agreeing an equity percentage in return for the proposed investment from the Fund. Any funding received by a winner as part of these Terms and Conditions will be provided by the Fund. AMIM will manage the funding process, due diligence into the winner and the transfer of investment funds. AMIM will make the investment into the winners' businesses, and will hold and manage such investment as nominee for the investors in the Fund. AMIM is an FCA-authorised firm that manages a wide range of investments in early-stage businesses. Entrants hereby warrant and undertake to the Promoter that they will not give to any person any interview, or make, give or release any statement or writing for publication by any means or medium relating to their entry to the Competition or any investment they may receive as a winner of the Competition, without the prior written consent of the Promoter.
- In the event that, for reasons beyond the Promoter’s reasonable control and not related to a winner, the Promoter is unable to award a prize as described in these Terms and Conditions, the Promoter reserves the right to award a prize of a similar nature and an equivalent value, or at its sole discretion, the cash value of the prize. In the event of an error resulting in there being more winners than prizes for the Competition, the Promoter reserves the right at any time to allocate the available prizes by the means of a prize draw or to divide the prize or the value of the prize between the winners of the Competition. The Promoter reserves the right to modify, cancel, terminate or suspend the Competition in whole or in part, at its sole discretion, if it believes the Competition is not capable of being conducted as specified within these Terms and Conditions or in the event of a virus, a computer bug or unauthorised human intervention or any other cause that is beyond the reasonable control of the Promoter that could corrupt or affect the administration, security, impartiality or normal course of the Competition. Any changes to these Terms and Conditions will be posted to the Website and it is the responsibility of entrants to ensure that they are aware of any such changes. The Promoter shall not be responsible for any condition, circumstances, losses, failures or delays caused by events beyond its control such as (but not limited to) the acts or defaults of any supplier selected by the Promoter to provide a prize or otherwise that may cause the Competition to be disrupted or corrupted, or that may lead to loss or damage of the prize in transit to a prize winner.
- Entrants accept that it is their responsibility to make sure that they are satisfied with the level of protection for their idea before they submit them as part of an entry to the Competition, and to take their own legal advice on this matter. Entrants are responsible for applying for patent protection in respect of their idea before submitting to the Competition if they consider patent protection appropriate. Entrants understand and acknowledge that they may not be able to later apply for patent protection for an idea, which has been disclosed on a non-confidential basis. If insufficient detail is provided by an entrant in their application form for entry to the Competition for the judges to make a proper assessment of their entry, the Promoter may reject that entry at their sole discretion.
- Entrants represent and warrant that they have obtained all rights, licences, and permissions necessary, in writing, from any person who may have helped create and/or be featured in their entry and that their entry to the Competition fully complies with these Terms and Conditions and: (a) is their original work and does not include the work of a third party, or if it does include such work that they have obtained all rights, licences, and permissions necessary, in writing; (b) has not previously been submitted in any competition or other promotion and has not won an award or prize of any kind; (c) does not contain any use of the names, likenesses, photographs, or other identifying elements, in whole or in part, of any person, living, or dead without permission (proof of which must be provided to the Promoter upon request); (d) does not include trade marks, logos, or copyright protected material which belongs to third parties without permission in writing; (e) is not subject to any third party agreements and the Promoter will not be required to pay or incur any sums to any person or entity as a result of its use (as set out in these Terms and Conditions); (f) does not defame, misrepresent, or contain disparaging remarks or any other content which could adversely affect the name, reputation or goodwill of the Promoter or any other individuals and/or entities (the determination of which shall remain in the sole discretion of the Promoter); (g) does not contain pornographic or sexual content, hateful or discriminatory content of any kind (including racism, sexism, etc.), does not contain content which promotes violence or harm to another living creature or any other offensive, obscene or inappropriate content (the determination of which shall remain in the sole discretion of the Promoter); (h) does not include threats of any kind or anything that may intimidate, harass, or bully anyone, or invade the privacy of any person (the determination of which shall remain in the sole discretion of the Promoter); (i) does not violate any applicable local state, provincial, national or international law or include any content that would encourage or provide instructions for a criminal offence; (j) does not feature, refer to, or mention any brands competing with the Promoter; and (k) does not contain any known virus, trojan horse, worm, trapdoor or similar software that may in any way infect or affect any of the Promoter's hardware or software systems. The Promoter reserves the right to remove or temporarily suspend from the Competition any content submitted if it suspects any breach of these Terms and Conditions or if it receives any complaint from a third party relating to such content.
- Any entrant who enters or attempts to enter the Competition in a manner, which in the Promoter's reasonable determination is contrary to these Terms and Conditions or by its nature is unjust to other entrants (including, without limitation, tampering with the operation of the Competition, cheating, hacking, deception or any other unfair playing practices such as intending to annoy, abuse, threaten or harass any other entrants or the Promoter and/or any of its agents or representatives) may be rejected from the Competition at the Promoter's sole discretion. Furthermore, where such actions have significantly impaired the Competition, the Promoter may, at its sole discretion, add further stages to the Competition, as it deems reasonably necessary in order to resolve any problems arising as a result of such actions.
- The Promoter gives no guarantee as to the outcome of entries to the Competition. Except as expressly set out in these Terms and Conditions, all warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the prizes or any other subject of these Terms and Conditions are hereby excluded to the fullest extent permitted by law. Nothing in these Terms and Conditions shall exclude the liability of the Promoter to entrants for loss and damage arising from fraudulent misrepresentation or for death or personal injury resulting from its negligence or that of its employees. The Promoter shall not be liable to entrants for any act or omission of any employee of Worth Capital or the Advisory Board.
- The Promoter shall not be liable to entrants under or in connection with these Terms and Conditions for any indirect, economic or consequential loss or for any loss of profits, loss of business, loss of contracts, loss of use or loss of reputation. Save where it has been negligent, the Promoter shall not be liable to entrants under or in connection with this Competition or these Terms and Conditions for any damage, loss or injury resulting from entrants' entry into the Competition or their acceptance and/or use of the prize, or for technical, hardware or software failures, lost, faulty or unavailable network connections or difficulties of any kind that may limit or prohibit their ability to participate in the Competition. The Promoter will not be responsible for any lost, damaged, defaced, incomplete, illegible or otherwise unreadable entries. Nothing in these Terms and Conditions shall in any way limit the Promoter's liability for death or personal injury caused by its negligence or for any other matter where liability may not as a matter of law be limited.
- The limit of the Promoter's liability to entrants in respect of all claims arising out of or from any breach by the Promoter of these Terms and Conditions is limited to actual out-of-pocket costs incurred, including costs associated with entering the Competition. These Terms and Conditions shall be governed by English law and the English courts shall have exclusive jurisdiction to deal with any dispute (whether in contract, tort or otherwise) arising out of or in connection with these Terms and Conditions.
- All the Promoter's decisions in relation to the Competition are final and the Promoter will not enter into any correspondence with entrants.
- The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions.
- Entrants shall not assign any of their rights or obligations arising from these Terms and Conditions without the prior written consent of the Promoter.
- These Terms and Conditions constitute the entire agreement between the parties and shall supersede all previous understandings, oral or written, between the parties with respect to the subject matter hereof.