BiD Network - General Terms and Conditions BiD Network 2008

This page contains the General Terms and Conditions of the BiD Network. All of the following individuals or organisations are required to read and accept these General Terms and Conditions:
Individuals or organizations
registering through its website;
participating in the BiD Network or BID Challenge as an entrepreneur, a coach or an investor.
You can read the rules and guidelines in the box below or download the PDF file at the bottom of the page.
GENERAL TERMS AND CONDITIONS 
The Business in Development Network, April 2008

The Business in Development Network Foundation (‘BiD Network’) and its National Organising Partners (‘appointed representatives’) operate the Business in Development Challenge (‘BiD Challenge’), the online network www.bidnetwork.org and BiD investor matchmaking services (‘BiD Matchmaking’). Its mission is to contribute to sustainable economic development by stimulating entrepreneurship in developing countries.
Individuals or organisations (‘Parties’) registering through its website, signing an agreement with the BiD Network or one of its National  Organising Partners, or using its services BiD Challenge or BiD matchmaking acknowledge to have read, understood and accepted these   Terms and Conditions. 

 
Article 1) SCOPE OF THE ACTIVITIES AND LIMITATIONS OF LIABILITIES

1.    BiD Network cannot be held liable for information on the bidnetwork.org website which has been placed there by members that are not employees of BiD Network.
2.    BiD Network takes reasonable steps to ensure that the information provided on bidnetwork.org is reliable, isn’t harmful or misleading. Nevertheless, no responsibility can be accepted by BiD Network, for any damage or loss of whatever nature due to negligence, disclosure or non-disclosure of information or any other cause, incurred by contacting a party introduced by or through BiD Network.
3.    BiD Network facilitates the exchange of information and contacts between entrepreneurs, their coaches and potential investors. BiD Network does not advise on the merits or risks of investing and by no means publicly offers or trades in securities. BiD Network is not authorised to represent entrepreneurs or investors in deal making.
4.    BiD Network shall not be held liable by anyone for any damage or loss, which may be incurred as a result of (but not limited to) an investment, lack of interest, broken promise and/or any contact with a party introduced by or through BiD Network.
   a.    Irrespective of the legal entity or the composition of a team or  group, one natural person will be the official applicant and thus is the contact person for BiD Network;
   b.    If this person represents an organisation, this person declares to be authorised to represent that organisation and this person signs for the organisation as a whole.

Article 2) MEMBERS AND USERS OF BIDNETWORK.ORG

1.    Will only disclose information which is correct to their best possible knowledge.
2.    Will not place misleading, harmful or illegal information on bidnetwork.org.
3.    Will make the best use of the ‘trust settings’ and ‘copyright’ functions to restrict access to confidential information. BiD Network will ensure that information protected by the ‘trust settings’ will only be accessible to rightful Parties.
4.    BiD Network will ensure that no one can get access to email addresses or telephone numbers of members unless the members have given permission.
5.    Members who ‘spam’ other members of the website will be removed from the website. BiD Network will do its best to stop and remove spammers on time.

Article 3) ENTREPRENEURS

1.    Any entrepreneur can present a business plan on the BiD Network provided they and their business plan meet the criteria under the “Business Plan” Article below. 
2.    The entrepreneur is the legal owner of the business plan. The entrepreneur is free to decide with whom to cooperate and to negotiate the terms of the potential cooperation.
3.    A business plan can be submitted by any legal entity, be it a private person, company, cooperative, NGO, foundation etc. However, the entity that will carry out the business plan should be (or should become) one of the following for-profit entities, or their local equivalents:
   a.    one person company (sole proprietorship),
   b.    firm or partnership,
   c.    private limited company (closed corporation), or
   d.    public limited company (public corporation).
4.    All entrepreneurs must register as a member on www.bidnetwork.org, before submitting a business plan online. 
5.    Entrepreneurs must mention any third parties that have contributed an important financial share to their business plan. 
6.    When using intellectual or legally protected property of a third party, the entrepreneur must have the permission to do so, and should submit a written declaration of this permission. 

Article 4) BUSINESS PLANS

1.    The business plans can only be submitted through the website (www.bidnetwork.org).
2.    All entrepreneurs must complete the online business summary form, prior to submitting full business plan documentation.
3.    Entrepreneurs can attach a complete business plan to their business summary form. 
4.    All business plans must meet the following criteria: 
   a.    The business plans must be written in English or in Spanish.
   b.    The Country of Business must be a developing country. See the OECD DAC list (http://www.oecd.org/dataoecd/23/34/37954893.pdf).
   c.    The business has a financing requirement of between US$10,000 and US$1,000,000.
   d.    The business must aim to be a profitable business in the next three years.
   e.    The business can double its sales or direct employees within three years (an average of 30% growth per year).
   f.    The business is not active in any of the following (‘Exclusion Criteria’)::        
      i.    Production or activities involving harmful or exploitative forms of forced labour/harmful child labour.
      ii.    Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements. 
      iii.    Production or trade in weapons and munitions.
      iv.    Production or trade in alcoholic beverages (excluding beer and wine).
      v.    Production or trade in tobacco.
      vi.    Trade in wildlife or wildlife products regulated under CITES.
      vii.    Production or trade in radioactive materials.
      viii.    Production or trade in or use of unbonded asbestos fibres.
      ix.    Commercial logging operations or the purchase of logging equipment for use in primary tropical moist forest.
      x.    Drift net fishing in the marine environment. 
      xi.    Production or trade in products containing PCBs and ODSs.
5.    Business plans can be for start-ups or established businesses. An established business is defined by having generated sales revenues for more than one year. An established business submitting a business plan for their own business must have no more than 150 employees.

Article 5) THE BID CHALLENGE

1.    The BiD Challenge consists of national competitions and sector competitions. For 2008 the countries are Kenya, Tanzania, Uganda, Ghana, Argentina, Bolivia, Colombia, Ecuador, Peru and the Philippines. More countries may be added later.  
2.    The country of business determines in which competition a participant competes. The primary sector of a business determines if a plan can compete in a sector competition. 
3.    The competition guidelines, including participation and assessment criteria, are the same for all competitions. 
4.    The BiD Network decides if a business plan is eligible to compete in one or multiple BiD Challenges. 
5.    The BiD Network has the right to exclude or disqualify a participant, without having to state the reason. The reason can be one of the following::
   a.    Are under the age of 18.
   b.    Cannot provide a valid personal identification document (ID). 
   c.    Have been guilty of grave professional misconduct proven by any means the BiD Challenge organisation can justify.
   d.    Have been convicted of a professional or legal offence.
   e.    Are guilty of serious misrepresentation in supplying information under the terms and conditions of this contest.
   f.    Directly or indirectly offer, promise, give or demand a bribe or other undue advantage in order to obtain or retain business or other improper advantage. Participants will also not be solicited or expected to render a bribe or other undue advantage.
6.    National Organising Partners are fully responsible for the jury of their respective National competition. BiD Network is responsible for the international jury. 
7.    The juries are fully and solely responsible for the final selection of the winning business plans. There will be no correspondence about a jury’s final decision.
8.    At least one winner of each National competition is invited to the Netherlands and is eligible to win the international BiD Challenge prizes to be awarded during the Marketplace/Final award Event in the Netherlands. 
9.    Prize money (if won) must be fully assigned to the implementation of the business plan; e.g. to purchase machinery, to finance a pilot project or to any another relevant destination that contributes to the execution of the plan. If the business is not operational within 6 months after the prize ceremony is held, the organizers of the BiD Challenge have the right to withhold part or all of the prize money that is not yet paid out.

Article 6) COACHES

1.    A coach supports an entrepreneur on a one-to-one basis. The primary aim is to coach the entrepreneur in writing a complete business plan. The coach is not allowed to write any part of the business plan.
2.    A coach is a motivator and a provider of knowledge, expertise and network. The business plan writing is the responsibility of the entrepreneur.
3.    Both the coach and the entrepreneur have the obligation to answer each other’s questions as quickly as possible.
4.    Any information given by the entrepreneur and any advice given by the coach should be treated confidentially.

Article 7) INVESTORS

1.    An investor can be a private individual, group of individuals, company, fund or institution willing and able to invest part of their resources in entrepreneurs in return for a share in the profits.
2.    The investor is represented by a natural person who will either be the investor or its authorised representative.
3.    BiD Network is entitled to make inquiries about the origins and/or the original owner of the capital to be invested and is required to check references.
4.    Investors who consider investing in propositions provided by BiD Matchmaking are required to sign an Investor Agreement. A short anonymous profile is drafted and investment preferences (expression of interest) are filed for matchmaking purposes. Signed investors have access to the screened propositions through a secure investor portal.
5.    Any investor, whether signed or not, with the intention to invest in a BiD Network entrepreneur, must inform BiD Network immediately.
6.    When investors make themselves known to BiD Network, their identity is protected and will not be published nor revealed to anyone without their prior consent.
7.    BiD Network can communicate anonymous investment requirements, mandates and investor preferences for the purpose of sourcing business plans.
8.    It is up to the discretion of the BiD Network Approval Committee to accept the investment-grade business plans for investor matchmaking purposes.
9.    Investors must form their own opinion on the viability of the company’s business proposition and the investment opportunity.
10.    Be aware of the following risks related to investing in BiD Network entrepreneurs:
   a.    Investment in unlisted companies is a high risk investment.
   b.    Investing in emerging markets and or new and fast-growing companies adds to that risk.
   c.    The investor considering investment in BiD Network entrepreneurs is required to be knowledgeable in the fields mentioned in (a) and (b).
   d.    The exit routes for investments in unlisted companies are limited. Marketplaces for trading of securities or shares are scarce. Consequently it is difficult to determine the market price of securities upon exit. This makes it difficult to find interested buyers for such securities.
   e.    There is a very high risk of non-repayment of interest, principal, dividends or guarantees on loans, not only due to failing entrepreneurs but also due to failing economies, political turmoil, catastrophes etc.  
   f.    In this light, you (or the organisation you represent) should carefully consider whether such investments suit you and whether you can spare the financial resources.   
Entrepreneurs are warned that not all investors are true investors and that not all investors act in good faith. Even the real investors who act in good faith are not equally successful. Therefore entrepreneurs are obliged to verify that the investor, with whom they are in negotiation, is a suitable investor for them. 

Article 8) BID MATCHMAKING

1.    BiD Network does not advise on the merits or risks of investing and by no means publicly offers or trades in securities. BiD Network is not authorised to represent entrepreneurs or investors in deal making.
2.    BiD Network does not perform independent verification or investigation. Accordingly, no responsibility can be accepted by BiD Network, for any damage or loss  whatsoever due to negligence, disclosure or non-disclosure or any cause occasioned by an investment in any business where the investment arises as a result of information provided by BiD Network.
3.    BiD Network shall not be held liable by anyone for any damage or loss, which may be incurred as a result of (but not limited to) an advice, suggestion, investment, lack of interest, broken promise and/or any contact with parties introduced by or through the BiD Network.  
4.    Entrepreneurs wishing to make use of the international equity market should master the English language in speech and writing and should have regular access to Internet, email and VOIP (e.g. Skype).
5.    Entrepreneurs accepted for BiD Matchmaking ensure that the information regarding the business of the entrepreneur, provided to BiD Network and/or uploaded to the secure investor portal, is always up-to-date, accurate and honest. The entrepreneur is aware that failing to do so, results in refusal of any further service from BiD Network and its partners.
6.    It is up to the discretion of the BiD Network Approval Committee to accept an entrepreneur for investor matchmaking. 
BiD Network will under no circumstance mediate, arbitrate or intervene in a dispute between an investor and an entrepreneur or between other parties subjected to these general terms and conditions.
7.    Compensation of Service, Notification and Penalty:
   a.    BiD Network invests time, money and resources in the sourcing and the preparation of entrepreneurs and their businesses for third party finance. For this service BiD Network will not charge the entrepreneurs. BiD Network will however, charge the investor for this service. An investor investing (time, money or other assets) in a BiD Network entrepreneur will be charged a success fee of 2.5% of the investment value. The minimum fee is USD 1,000 the maximum is USD 10,000. Investors who sign an Investor Agreement may be eligible for alternative success fee arrangements.
   b.    Parties agree to inform BiD Network as soon as they consider investing or entering into investment negotiations. BiD Network will then provide both parties with a Letter of Intent (LoI). This LoI covers the rules of engagement between the entrepreneur and the investor, the specifics of the service level to be expected from BiD Network and/or her Agents and the success fee agreement.
   c.    Both parties agree to inform BiD Network within five days after a term sheet or an investment agreement has been signed between an investor and an entrepreneur. Parties will inform BiD Network by providing a copy of the investment agreement or term sheet, containing the type, timing and size of the investment(s). 
   d.    Failure to inform BiD Network of an investment, will end any service provided by BiD Network to the concerned party and will result in a penalty of at least USD 5,000.
   e.    Progress Reports: BiD Network activities are funded by sponsors who require regular progress reports. It is therefore necessary that both investors and entrepreneurs who enter into an agreement, provide BiD Network with an annual progress report on the investment and the business (maximum of 2 pages), for a period of two years. The information provided in this report will be handled with confidentiality. It will be used to support the transparency of the results and quality of BiD Network activities. BiD Network will provide the template to be used for the progress reports.

Article 9) NON DISCLOSURE AND USE OF INFORMATION

1.    All information on entrepreneurs, businesses, investors and other individuals issued by BiD Network or by other individuals is considered as confidential, unless it is part of the public profile on www.bidnetwork.org.
2.    Confidential information must be treated as such; therefore parties will do their best to protect the interests of the party subject to that information.
3.    Parties ensure that confidential information related to the BiD Challenge will not be revealed to third parties, even after the conclusion of the contest.
4.    Parties ensure that confidential information is only used in the course of preparing for, carrying out and follow-up of the BiD Challenge and will only passed on to third parties after express written consent from the information owner.
5.    Parties ensure that all confidential information received in the course of the BiD Challenge will be destroyed within one year of signing this Agreement.
6.    Parties ensure that any colleagues or advisers that are called upon for assistance will also abide by these rules.
7.    Parties agree to enter into a confidentiality agreement when one of the parties makes an explicit (written or verbal) request to do so.
8.    Parties ensure that confidential information is solely used for the purpose of the BiD Challenge and the role of the party in the competition.
9.    Other than for the purpose of entering into a financial agreement between entrepreneur and investor, parties will not solicit business from any entrepreneur seeking investment/support nor in any way use any information provided by BiD Network for commercial gain without written consent of the party subject to that information.
10.    BiD Network does not accept any responsibility regarding unsolicited (confidential) documents or information provided to the BiD Network.

Article 10) INTELLECTUAL PROPERTY RIGHTS

1.    Entrepreneurs should claim their own intellectual property rights before they submit their proposition to BiD Network (if such rights are applicable).
2.    When using third party intellectual property rights, the entrepreneur should have the necessary permissions to use these rights. Upon request the entrepreneur should be able to produce a declaration by the owner that allows the entrepreneur the use of these rights.
3.    Entrepreneurs shall indemnify the BiD Network against any third-party cause of action based on the claim that ideas, names and/or knowledge used by the entrepreneur infringe an intellectual property right.
4.    BiD Network encourages intellectual property rights of universities and other research institutes to be used, however only if done according to the terms and conditions as stated by the owner. BiD Network is not obliged to check the business plans regarding the authorised and legal use of intellectual property rights.
5.    BiD Network cannot be held liable for the misuse of intellectual property by an entrepreneur or a member. BiD Network has no obligation to verify legal and proper use of intellectual property rights.

Article 11) GOVERNING LAW AND FORUM

1.    This agreement shall be governed by the laws of The Netherlands.
2.    The contact person for disputes is Mr. Thierry Sanders of the BiD Network Foundation (email: thierry.sanders[at]bidnetwork.org).
3.    All disputes arising out of or in connection with this agreement or further agreements resulting therefrom shall be dealt with by a court in Amsterdam, The Netherlands. However, if a dispute arises between two parties in the same jurisdiction, outside the Netherlands, then the dispute will be dealt with by a court in that jurisdiction.
4.    "Business in Development Network Foundation" is a private non-profit foundation (Stichting) established according to Dutch law registered at the Chamber of Commerce in Amsterdam No. NL34264155.
General Terms and Conditions BiD Network 2008

General Terms and Conditions BiD Network 2008 (ENG)

Terminos y Condiciones Generales de BiD Network 2008 (ES)
