Terms & Conditions

TERMS AND CONDITIONS

Of bidnetwork.org and bidX,
Amsterdam, The Netherlands
Version 3.0 dated February 2012

This website (“bidnetwork.org”) is operated by bidX of The Netherlands. bidX is a joint venture of BiD Network Foundation and Sampoerna Mekar PTE Ltd. of Indonesia. See ‘About bidX’ for more information. The mission of bidX is to start, grow and finance Small and Medium Sized Enterprises (SMEs) in emerging markets.

IMPORTANT NOTICE

Private individuals or organizations (‘Parties’) registering through bidnetwork.org or signing an agreement with bidX acknowledge to have read, understood and accepted these Terms and Conditions and Privacy Policy and agree with the indemnification of bidX against all claims, liabilities, damages, losses and (legal) costs resulting out of the violation of these terms and conditions, or out of the use of bidnetwork.org.
bidX may change this terms and conditions from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from February 1, 2012.

Article 1) SCOPE OF THE ACTIVITIES AND LIMITATIONS OF LIABILITIES
1. bidX cannot be held liable for acts or omissions of the users of bidnetwork.org.
2. bidX does not guarantee the accessibility and functioning of bidnetwork.org at all times.
3. bidX cannot be held liable for information contained on bidnetwork.org  which has been placed there by individuals who are not bidX employees.
4. bidX does not perform independent verification of facts or investigation of business propositions. bidX does take reasonable steps to ensure that the information provided on bidnetwork.org is reliable and not harmful or misleading. However, bidX is not liable for any damage or any loss of any kind or nature caused by, but not limited to, negligence, misrepresentation of facts, disclosure or non-disclosure of information, occasioned before and / or during the process, and / or the result, of an investment in any business where the said investment arises as a result of information provided through bidnetwork.org.
5. bidX facilitates the exchange of information and contacts between users such as entrepreneurs, coaches and investors. bidX does not advise on the merits or risks of investing and by no means publicly offers or trades any in securities. bidX is not authorized to represent entrepreneurs or investors in deal making.
6. bidX is not liable for any damage or loss of any kind or nature, which may be incurred as a result of, but not limited to: an advice, suggestion, investment, lack of interest, broken promise, false data and/or any contact with parties introduced by or through bidX.
7. bidX takes reasonable steps to ensure that  confidential information is not disclosed by any contacting party, third party and or investor. However, neither bidX, nor its shareholders, directors or staff shall be liable – either collective or individually - for any indirect, special, incidental, punitive or consequential damages, arising out of the disclosure of confidential information incurred by any investor, contacting a party, member or any kind of person introduced by or through bidX including individuals visiting our website.
8. bidX cannot be held liable for the misuse of intellectual property by an entrepreneur or a member. bidX has no obligation to verify legal and proper use of intellectual property rights.
9. Irrespective of the legal entity or the composition of a team or group, one private person will be both, the official applicant and the contact person for bidX. If this person represents an organization, this person declares to be legally authorized to represent that organization and this person signs on behalf of the organization as a whole.

Article 2) MEMBERS AND USERS OF BIDNETWORK.ORG
1. Are considered to be the rightful owners of the information placed by them on bidnetwork.org.
2. Will only disclose information which is correct to their best possible knowledge.
3. Will not place misleading, harmful or illegal information on www.bidnetwork.org. bidX has the right, but not the obligation, to remove such misleading, harmful or illegal information.
4. Will make the best possible use of the ‘view settings’ to restrict access to confidential information. bidX will ensure that the information protected by the ‘view settings’ will only be accessible to rightful Parties.
5. bidX will ensure that email addresses and telephone numbers of members, protected by the right view settings, will not be shared with anybody unless the members have given written permission to do so.
6. Members who ‘spam’ other members of the website will be removed from it and denied further access to the website. bidX will do its best to stop and remove spammers on time.
7. Members who try to mislead in any way other members of the website will be removed from it and denied further access to the website. bidX will do its best to stop and remove any of such ‘spammer’.
8. bidX has the right to refuse members or visitors the admission to bidnetwork.org for a definite or indefinite period of time
9. bidX has the right to refuse underage members admission to bidnetwork.org

Article 3) ENTREPRENEURS
1. Any Member can present a business plan on bidnetwork.org rovided they and their business plan meet the criteria under Article 4.
2. A Member that presented a business plan on bidnetwork.org is called an ‘entrepreneur’.
3. 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 a potential deal.
4. 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:
- one person company (sole proprietorship);
- firm or partnership;
- cooperative;
- private limited liability (closed corporation) or
- public limited liability company (public corporation).
5. All entrepreneurs must be registered as a member on bidnetwork.org, before submitting a business plan online.
6. Entrepreneurs must mention any third party that has financed their business.
7. When using intellectual or legally protected property of a third party, the entrepreneur must have the permission to do so, and shall submit to bidX a written declaration of this permission.
8. Entrepreneurs are aware that bidX spends time and money in helping them get their businesss financed; therefore, entrepreneurs accept and commit themselves to cooperate with bidX towards the financing of their business by promptly responding emails and sending the requested information.
9. Entrepreneurs allow bidX to share all the information contained in their business plan documents (including its financial documents) with investors that have acknowledged the bidX Terms and Conditions or signed the confidentiality agreement.
10. Entrepreneurs acknowledge that the information contained in their business plan fact sheet is visible to any visitor of bidX.net
11. Entrepreneurs ensure that the information contained in their business plans (including its financial documents), business plan fact sheets on bidnetwork.org are up-dated, accurate and honest. Entrepreneurs are aware that failing to do so, may result in their plan being archived out of the visibility of members.
12. Entrepreneurs are aware that bidX or Subscribers (Partners of BiD Network Foundation, see www.bidnetwork.org/countries) can charge fees for services provided and/or a success fee over the amount of finance the entrepreneur receives through bidX intermediation.

Article 4) BUSINESS PLANS
1. A business plan can only be submitted online through bidnetwork.org.
2. All entrepreneurs must complete the online business fact sheet prior to submitting the full business plan.
3. Entrepreneurs can attach a complete business plan and other documentation to their business fact sheet.
4. All business plans must meet the following criteria:
- The business plans must be written either in English, in Spanish or in French.
- The country of business must be a developing country according to the OECD DAC list (Available on http://www.oecd.org).
- It is a for-profit business
- The business has a a financing requirement of between USD 10,000 and USD 5,000,000 spread over the next 5 years
- The business has forecasted sales growth of at least 100% in three years.
- The business must not have a negative social and/or environmental impact. Bidnetwork.org also applies the following exclusion criteria:       
a. Any production or activity involving harmful or exploitative forms of forced child labor.
b. Any production or trade in any product or activity deemed illegal under host country laws, regulations or international conventions and/or agreements.
c. Any production or trade in weapons and munitions.
d. Any production or trade in alcoholic beverages (excluding beer and wine).
e. Any production or trade in tobacco.
f. Any trade in wildlife or wildlife products regulated under the Convention on International Trade in Endangered Species of Wild Fauna and Flora (www.cites.org).
g. Any production or trade in radioactive materials.
h. Any production, trade, or use of unbounded asbestos fibers.
i. Any commercial logging operations or the purchase of logging equipment to be used in any tropical moist forest.
j. Any drift net fishing to be used in the marine environment.
k. Any production or trade in products containing Polychlorinated biphenyls (PCBs) and ozone depleting substances (ODSs).

Article 5) COACHES
1. A ‘coach’ is a Member that registered as a coach and is accredited as such.
2. A coach advises an entrepreneur on a one-to-one basis. The primary aim is to advise the entrepreneur in writing a complete business plan. The coach is not allowed to write any part of the business plan.
3. A coach is a motivator and a provider of knowledge, advise, expertise and network. The entrepreneur is responsible for writing the business plan. The coach is not liable for any outcome or result regarding the business plan.
4. Both the coach and the entrepreneur have the obligation to answer each other’s questions as quickly as possible.
5. Any information given by the entrepreneur and any advice given by the coach should be treated confidentially.
6. Additional notification to coaches:
- Personal information (phone number, email address, CV etc) of other coaches is confidential and should not be shared with third parties. If you wish to bring third parties in contact with a coach please do so by sending messages through bidnetwork.org.
- All personal details will be treated according to the “Wet Bescherming Persoonsgegevens WBP” (Personal information Protection Act), the Netherlands law that protects personal information.
- bidX has the right to refuse people as a coach who do not act according to these rules of conduct.

Article 6) INVESTORS
1. An ‘Investor’ is a Member that registered as an Investor.
2. An investor can be a private person, group of individuals, company, fund or institution willing and able to invest money or other resources in a business in return for interest, royalty or a share in the profits.
3. The investor is represented by a private person who will either be the investor or its authorized representative.
4. bidX is entitled to make any inquiries about the origins and/or the original owner of the capital to be invested, and if required, is also entitled to check its references.
5. Any investor, whether signed or not, with the intention to invest in a bidnetwork.org entrepreneur, should inform finance@bidnetwork.org.
6. When investors register on bidnetwork.org, their identity as an investor is protected and will not be published nor revealed to anyone without their prior consent.
7. bidnetwork.org can communicate anonymous investment requirements, mandates and investor preferences for the purpose of sourcing business plans.
8. Investors must form their own opinion on the viability of the company’s business proposition and the quality of the investment opportunity. Therefore, investors must conduct their own analysis and due diligence to determine the appropriateness of any investment they make in any company introduced to them through bidX. Only the investor decides whether to invest in a business, bidX plays no role in this.
9. Investors are fully aware of the efollowing risks related to investing in bidnetwork.org entrepreneurs and businesses:
a. Investments in non-publicly traded companies are high risk investments.
b. Investing in emerging markets and or new and fast-growing companies add to that risk.
c. The investors considering investment in bidnetwork.org entrepreneurs and businesses are required to be knowledgeable about these risks.
d. bidX does not provide an advice or recommendation for any particular investment.
e. bidX makes no independent investigation to verify information provided by companies submitting to bidX for presentation.
f. The exit options for investments in private 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.
g. 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. 
h. In this light, the investors (or the organization they represent) should carefully consider whether such investments suit them and whether they can spare the financial resources.  
i. Entrepreneurs are warned that not all investors act in good faith. Therefore entrepreneurs are obliged to verify if the investor, with whom they are negotiating, is a suitable investor for them.
- 10. Members of staff and board members of bidX, BiD Network Foundation or Subscribers may finance in bidnetwork.org businesses on condition that they have no additional information that is not available to other Registered Investors. Use of ‘insider information’ can result in termination of the financing contract with the entrepreneur or termination of the person’s contract with bidX.

Article 7) INVESTOR MATCHMAKING
1. It is up to the discretion of bidX Investor Matchmaking to accept or refuse an entrepreneur as “Finance Ready” for investor matchmaking.
2. All information, including confidential information, of businesses advanced to the stage of “Finance Ready” are visible to investors that signed these general terms and conditions and were accredited by staff of bidX, National Partners or Subscribers.
3. bidX promotes “Finance Ready” businesses towards investors and encourages interaction between entrepreneurs and investors.
4. bidX will under no circumstance mediate, arbitrate, and or intervene in a dispute between an investor and an entrepreneur or between other parties subjected to these terms and conditions.
5. Compensation of Service, Notification and Penalty:
- bidX invests time, money and resources in the sourcing and the preparation of entrepreneurs and their businesses for third party finance. For this service bidX will not charge the entrepreneurs. However:
a. Subscribers (National Partners of BiD Network, see www.bidnetwork.org/countries) are entitled to charge entrepreneurs in the same country with a 1% (one percent) success fee over the first year’s investment value when the investor has been introduced to the entrepreneur through the intermediation of the Subscribers.
b.  The investor is encouraged to donate 2% of the value of the first year’s investment in a plan to BiD Network Foundation. BiD Network Foundation, shareholder of bidX, has the tax deductible ANBI status in the Netherlands.

- Both, the investor and the entrepreneur agree to inform bidX within five working days after a term sheet or an investment agreement has been signed between them. Parties will inform bidX by sending a copy of the letter of intent, investment agreement or term sheet, containing the type, timing, and size of the investment(s) to finance@bidnetwork.org. BiD Network will only use the data for aggregated statistics and will not reveal any information on the respective match itself, unless both parties agreed to doing so.

- Progress Reports: The entrepreneur agrees to inform bidX Investor Matchmaking about the status of the business every year for two consecutive years. The information provided should cover registration, annual sales and number of  salaried employees. 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 bidX activities.

Article 8) NON DISCLOSURE AND USE OF INFORMATION
1. All information on entrepreneurs, their businesses, investors and other individuals issued, displayed or supplied by bidX or by other individuals is considered to be confidential, unless it is part of a public profile on bidnetwork.org.
2. Confidential information must be treated as such; therefore Parties will guarantee to protect the interests of the party subject to that information even after using it.
3. Confidential information, such as, but not limited to, business plans, personal profiles, executive summaries, analyses, accounts, CVs etc shall not be passed on to anyone, neither intentionally nor unintentionally, without prior written consent of the author or owner of that information.
4. Parties will refrain from sharing or using any information, knowledge or ideas that they might have heard or seen during any private or public meetings with entrepreneurs or investors, to anybody.
5. Parties shall destroy any confidential information immediately after using it and ensure that confidential information is solely used for the purpose of assessment, coaching, feedback or investment.
6. Violation of the non disclosure clauses will result in an instant due penalty of USD 5,000 (five thousand US Dollars) for every violation and of USD 1,000 (one thousand US Dollars) for every day that violation continues starting the day of the violation of the said clauses, without limiting the damaged party to claim material damages.
7. 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 bidnetwork.org for commercial gain without written consent of the party subject to that information.
8. bidX does not take any responsibility for any unsolicited documents or information provided to the bidnetwork.org.
9. Parties ensure that confidential information is only used in the course of:
a. preparing for, carrying out and following -up a business plan competition like the ‘BiD Challenge’;
b. conducting assessment or providing coaching and / or feedback on bidnetwork.org;
c.    preparing to enter into an agreement to invest; and,
it will only be passed on to third parties after express written consent from the author or owner of the information.
10. Parties ensure that any colleagues, advisers, interns or volunteers that are called upon for assistance will also abide by these rules.
11. Parties agree to enter into a confidentiality agreement when one of the Parties makes a written request to do so.

Article 9) INTELLECTUAL PROPERTY RIGHTS
1. Entrepreneurs should claim their intellectual property rights (e.g. copyrights, trade marks, patents) in wrting before they submit their proposition on bidnetwork.org (if such rights are applicable).
2. The entrepreneur may only use a third party’s intellectual property rights, if the entrepreneur is able to produce a written declaration by the owner, if it is demanded. Inability to prove this, can result in removal of this information from bidnetwork.org.
3. Entrepreneurs shall indemnify bidX 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. bidX encourages intellectual property rights of universities and other research institutes to be used, however, only if done according to the terms and conditions stated by the owner of the said rights. bidX is not obliged to check business plans regarding the authorized and legal use of intellectual property rights.

Article 10) ANTI-CORRUPTION AND BUSINESS PRINCIPLES
1. No bidX or BiD Network Foundation employee, Subscribers, representative of bidX, or any other person with whom bidX has professional ties, who has access to inside information on bidX activities, shall (i) obtain financial or personal interest or any kind of benefit from the organization of activities, and / or (ii) have any kind of financial or personal interest or any kind of benefit in any contract, subcontract or agreement with respect thereto.
2. No bidX member, employee, subscriber, national partner or any person representing bidX will offer to third parties, nor request or accept from them, either for himself or any other party, any gifts, rewards, compensations or profits of any kind, which can be seen as illegal or unlawful and that are directly or indirectly related to their position or membership to bidX. Any practices equal or similar to those mentioned in this paragraph may cause the termination of the relationship with bidX.
3. bidX ascribed to the anti-bribery principles contained in the 1999 OECD Anti-bribery Convention.
4. bidX and its Subscribers strive to maintain a culture characterized by short lines of communication, openness and transparency. 

Article 11) SEVERABILITY, GOVERNING LAW AND FORUM
1. If any provision of these Terms and Conditions is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
2. This agreement shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising from this agreement shall be exclusively dealt with by the competent court in Amsterdam. However, if a dispute arises between two parties in the same jurisdiction outside the Netherlands, then the dispute will be dealt with by the competent court in that jurisdiction.
3. The contact person for disputes is Mr. Thierry Sanders (director) of the bidX Foundation (email: thierry.sanders[at]bidnetwork.org).
4. "bidX B.V." is a private limited liability company established according to Dutch law registered at the Chamber of Commerce in Amsterdam No. 34379039.