Terms & Conditions
Preparing emerging market entrepreneurs for investors
General Terms and Conditions BiD Network
Amsterdam, May 2016
BiD Network aims to increase economic development in emerging markets through the mobilization of capital and knowledge to small and medium sized enterprises (SMEs). By offering Business Growth Scans, Business Development Support, Matchmaking Services and other customized services to both financiers and entrepreneurs we aim to grow the number of businesses that can start, grow and expand.
These General Terms and Conditions apply to individuals or organizations signing an agreement with BiD Network and/or using our services. By signing an agreement and/or using our services, you acknowledge to have read, understood and accepted these General Terms and Conditions. If you do not wish to agree to them, you will not be entitled to sign an agreement and/or use services from BiD Network.
We advise you to read these General Terms and Conditions carefully so that you are aware of your rights and obligations when signing an agreement with/using services from BiD Network.
Article 1 – Definitions
In these Terms and Conditions, the terms listed below are defined as follows, regardless of whether they are used in the singular or plural.
1.1 BiD Network: A not-for-profit foundation, with its registered office and principal place of business at De Ruyterkade 107, Amsterdam, The Netherlands, www.bidnetwork.org, email@example.com, tel. +31(0)20 7555 000, listed in the Trade Register of the Chamber of Commerce under file number 34264155.
1.2 Terms and Conditions: These Terms and Conditions apply to any agreement signed with and/ or service for a Business Growth Scan or Business Development Support received from BiD Network.
1.3 Contractor: BiD Network, registered in Amsterdam, the Netherlands. BiD Network advises and assists entrepreneurs at acceleration of the business.
1.4 Principal: The counterparty of BiD Network that signs an agreement with and/or use the services from BiD Network.
1.5 Parties: BiD Network and the Principal together.
1.6 Business Growth Scan: the research and analysis of a business by BiD Network which will be laid down in a report.
1.7 Business Development Support: the business support program given by BiD Network to entrepreneurs to grow their business and obtain external investments.
1.8 Matchmaking Services: The introduction of an SME to investors.
1.9 Investor: A private person, group of individuals, company, fund or institution willing and able to give finance or other resources in a business in return for interest, royalty or a share in the profits.
1.10 Partner: BiD Network international partner for sourcing, training and financing entrepreneurs
1.11 IP rights: All intellectual property and connected rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights as well as rights to know-how and intellectual property equivalents.
Article 2 – Applicability
2.1 These terms and conditions apply to all services for a Business Growth Scan, Business Development Support and Business Development Support Light, including any offer, order confirmation and agreement with BiD Network.
2.2 Parties can only deviate from these terms and conditions expressly and written.
2.3 These terms and conditions also apply to all agreements with BiD Network whereby third parties or partners are involved.
2.4 In case of conflict between agreements, the following order is applicable: 1. The agreement, 2. The attachments to the agreement, 3. The BiD Network general terms and conditions.
Article 3 – Pricing and costs working methods
3.1 All prices are expressed in USD and excl. VAT.
3.2 BiD Network has a fixed remuneration for the Business Growth Scan and the Business Development Support.
3.3 For the Matchmaking Services, BiD Network receives a commission, based on a percentage of the investment which is to be paid by the entrepreneur.
3.4 BiD Network is entitled to a matchmaking fee which is to be paid by the investor.
Article 4. Non-disclosure
4.1 BiD Network takes reasonable steps to ensure that Confidential Information is not disclosed by its staff, advisers, volunteers and partners. However, neither BiD Network, nor its supervisory board, directors or staff shall be liable – either collectively or individually – for any indirect, special, incidental, punitive or consequential damages, arising out of the disclosure of Confidential Information incurred by any Party introduced by or through BiD Network.
4.2 All Confidential Information disclosed by Parties will be presumed to be Confidential Information and will be so regarded by Parties, unless the receiving Party can prove that the materials or information are not Confidential Information because they are: (1) already known to the receiving Party at the time that they are disclosed by the disclosing Party; or (2) publicly known at the time of the disclosure to the receiving Party. Additionally, the confidentiality obligations herein will cease as to particular information that: (1) has become publicly known through no fault of the receiving Party; (2) is received by the receiving Party properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to the disclosing Party ; (3) has been developed by the receiving Party completely independent of the delivery of Confidential Information hereunder; or (4) has been approved for public release by written authorization of the disclosing Party.
4.3 The Parties acknowledge that any Confidential Information disclosed by the disclosing Party to the receiving Party is subject to its use for the limited and sole purpose of the execution of the BiD Network services.
4.4 Parties agree that they will maintain and preserve the confidentiality of all Confidential Information disclosed to by the disclosing Party, including, but without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information, but in any event taking no less than a reasonable degree of care. The receiving Party furthermore agrees that it will not disclose such Confidential Information to any third party (including subcontractors and consultants) without the express written consent of the disclosing.
4.5 Parties will refrain from using any information, knowledge or ideas that they might have heard or seen during any private or public meetings with the disclosing Party, or sharing any such information with anybody.
4.6 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.
4.7 In the event that a Party violates its obligations following from this non-disclosure clause, Party will forfeit an immediately due and payable penalty at a call of USD 5,000 (five thousand US Dollars) per violated obligation, and a penalty of USD 10,000 (ten thousand dollars) for every day that such violation continues. The aforementioned does not withstand BiD Network’s (additional) rights and remedies under these General Terms and Conditions and/or applicable law, such as its right to claim (additional) damage.
Article 5 – Liability
5.1 BiD Network does not accept any liability for financial loss and/or any other loss or damage resulting from an advice, suggestion, investment, lack of interest, broken promise, false data and/or any contact with parties introduced by or through BiD Network and/or the impossibility of using them and/or on account of an unlawful act or otherwise, where this is permitted under mandatory law.
5.2 If BiD Network is liable to a Party for damage on whatever ground, BiD Network shall be liable solely for direct damage suffered by the Party as a result of:
- An attributable failure of BiD Network to perform its obligations; or
- An unlawful act,
in each case, its liability shall be capped at the amounts actually received in connection with the assignment.
BiD Network does not provide any form investment advice. (b) In the event that BiD Network is liable, its liability shall be capped at the amounts actually received in connection with the assignment.
5.3 Any liability on BiD Network’s part for indirect loss, including but not limited to consequential loss, loss and/or damage of data, loss of profit and loss of revenue, loss of savings, reduced goodwill, damage by business interruption and damage as a result of claims from third parties is excluded. Also excluded is liability on BiD Network’s part on account of mutilation, destruction or loss of information, data and/or documents.
5.4 The restriction of liability stated in this article applies equally to any indemnification obligations that may lie with BiD Network.
5.5 This restriction of liability is not however intended to exclude BiD Network’s liability for intent and/or gross negligence on the part of BiD Network itself (“eigen handelen”) and/or BiD Network’s managing board.
5.6 No right to damages shall exist unless a party notifies BiD Network in writing of the damage promptly after it has arisen. Any claim for damages against BiD Network shall become extinguished by the mere lapse of twelve (12) months after the claim has come into being.
5.7 This agreement is reciprocal. The principal is expected to cooperate with and follow the advice of BiD Network. During the assignment, BiD Network will continuously assess the commitment of the entrepreneur. If BiD Network finds that this commitment is insufficient, BiD Network will give the entrepreneur official notice of this through a warning. After two warnings, BiD Network will be discharged of its obligations to deliver services and the agreement will be terminated immediately. The principal is not able to claim reimbursement.
Article 6 – Privacy
6.1 The principal will provide (personal) data to BiD Network. These (personal) data shall be processed in accordance with the applicable laws and regulations.
Article 7 – Anti-corruption and business principles
7.1 No BiD Network staff, advisers, volunteers and partners, or any other person with whom BiD Network has professional ties, who has access to inside information on BiD Network 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.
7.2 No BiD Network staff, advisers, volunteers and partners, or any other person with whom BiD Network has professional ties, 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 to BiD Network. Any practices equal or similar to those mentioned in this paragraph may cause the termination of the relationship with BiD Network.
7.3 BiD Network ascribed to the anti-bribery principles contained in the 1999 OECD Anti-bribery Convention.
7.4 BiD Network strives to maintain a culture characterized by short lines of communication, openness and transparency.
7.5 All BiD Network staff, advisors, volunteers and partners comply with BiD Network’s business principles.
Article 8 – Miscellaneous
8.1 All agreements between the Parties and these General Terms and Conditions are governed by Dutch law.
8.2 All disputes that may arise between BiD Network and Party shall be submitted to the competent court in the district of Amsterdam, unless mandatory law provides that the dispute must be submitted to a different court.
8.3 In the event of questions and/or complaints please contact firstname.lastname@example.org.
8.4 These General Terms and Conditions may be altered and/or updated at any time. The most up-to-date General Terms and Conditions shall be available on www.bidnetwork.org. If a Party continues receiving BiD Network’s services after these General Terms and Conditions have been altered and/or updated, the Party thereby irrevocably accepts the altered and/or updated General Terms and Conditions. If the Party does not consent to the altered and/or updated General Terms and Conditions, he will have no option other than to stop receiving BiD Network services.
8.5 If any provision of these General Terms and Conditions turns out to be void or voidable or is for any reason invalid either wholly or in part, the other provisions of these General Terms and Conditions shall remain fully in force. BiD Network shall replace the invalid provision with one that is valid and whose legal consequences, taking into account the content and purpose of these General Terms and Conditions, most closely correspond to those of the invalid provision.
Annex A: Business principles
The Objective of the BiD Network Foundation
- The object of the Foundation is to contribute to sustainable economic development by stimulating entrepreneurship in developing countries.
- The Foundation seeks to realize its object through the efficient:
- creation of jobs through small and medium-sized businesses in developing countries;
- mobilization of private financing for small and medium-sized businesses in developing countries.
The Standards of BiD Network
- We work to reduce poverty in developing countries.
- We work as a team.
- We are helpful towards our colleagues and interested parties.
- We communicate transparently and honestly with our external interested parties.
- We respect the field of activity and the responsibilities of our colleagues.
- We keep agreements and adhere to decisions made earlier.
- We are honest.
- We aim to reach our objectives as efficiently as possible without compromising the quality of our services.
- BiD Network Business Principles
We want to do business in an efficient, honest and ethically responsible manner and we therefore lead our Foundation. in conformity with our standards and these Business Principles. In addition, we endorse the principles of the United Nations Global Compact in the areas of human rights, labor standards, the environment and anti-corruption. See http://www.unglobalcompact.org.
- The Principles for the Foundation
Statutory and International Regulations
We adhere to the laws, rules and regulations of the countries in which we do business.
Public Reporting and Communication
Our annual accounts, public reporting and other public communications provide a complete, true, thorough, timely and insightful view into the positions of BiD Network in conformity with the relevant legislation and generally accepted accounting principles. We communicate with our employees, our partners and the community openly and transparently, insofar as the information concerned is non-confidential. Our external communication shall not contain misleading information, nor shall it evoke the idea that BiD Network consider themselves ‘better’ than comparable organizations with similar objectives and activities.
We do not get involved in party politics. Insofar as our own Foundation. are concerned, we express an opinion about issues regarding development aid, the environment, regulations or other matters that may influence our (potential) members, our partners, our employees and the world in general.
We offer all our employees a safe and healthy working environment.
Environmental and Social Impact
- We always choose the most environmentally friendly manner in which to realize our objectives.
- When choosing and selecting business plans and investors, we always select the solutions with the most positive environmental and social impact. We do not do business with businesses that have a negative impact (see the exclusion list on http://www.bidnetwork.org/132 ).
- The Principles for our Employees
Human resources management
We endeavor to attract, develop, reward and keep excellent people – people who know the value of teamwork. We create equal opportunities for all our employees and do not make distinctions on the basis of age, handicap, ethnic background, gender, civil status, race, religion or sexual orientation. We do not allow unjust treatment of any nature whatsoever. We treat everyone with esteem and respect.
Rules of conduct
Dealing with colleagues
Colleagues treat each other with respect and communicate with each other openly and with respect. Colleagues take care not to get involved in each other’s work without being asked. When there are issues between colleagues you try to solve it professionally, raising voice or gossiping behind peoples back is not beneficial.
Management decisions are taken by the Foundation’s management. Management acts on behalf of the Supervisory Board. All Foundation employees may initiate new management decisions and submit proposals to management. To stimulate internal communication and create support for a new decision, employees are advised to consult colleagues before submitting a proposal to management for approval. All employees must adhere to decisions taken by management.
Employees, or companies in which they have an interest, are not allowed to benefit from business opportunities to which BiD Network are entitled. Our employees are obliged to notify management of any transaction, additional activity or relationship that may reasonably lead to a conflict of interest. Management team members and members of the Supervisory Board are obliged to notify the Supervisory Board of any transaction, additional activity or relationship that may reasonably lead to a conflict of interest.
Employees are not allowed to use the company’s equipment for unauthorized personal gain. Personal calls on business telephones must be kept to a minimum and must be conducted as much as possible during breaks or outside working hours. This also applies to personal emails sent through the company network. We do not allow fraud, theft, loss through reckless behavior or wasting of the company’s equipment.
Gifts and entertainment
Employees may not abuse their appointment at BiD Network to enrich themselves or their family members. Employees are not allowed to accept gifts or to be fêted if, by accepting, they may create the appearance of entering into a commitment.
Employees are not allowed to pay or accept bribes in order to gain or grant assignments, services or financial or other benefits. Employees must immediately reject and report any attempt at or instance of bribery.
At occasions where we have contact with (potential) partners, members or other relations, our appearance shall be presentable and we will behave professionally.
Employees shall deal with confidential information from internal and external sources confidentially and shall destroy such information immediately after operational use. All BID Network employees, volunteers and National Partners shall sign the BID Network Terms and Conditions in which they ensure the confidential treatment of business plans.
- The Principles for our Members
Members participating in the activities and services of BiD Network and its National Partners must adhere to the laws, rules and regulations of the countries in which they are operational, on the understanding that it is not possible for small businesses in developing countries to adhere at all times to all regulations. Members are expected to adhere to the environmental requirements set by BiD Network. See Appendix 1 for the Environmental Exclusion List.
- Application of these Principles
The BiD Network Business Principles apply to all BiD Network employees. BiD Network also expect their National Partners to adhere to the BiD Network Business Principles.
BiD Network management are responsible for the introduction, distribution and enforcement of the BiD Network Business Principles.
The Business Principles may only be altered and stipulations may only be renounced by the management of BiD Network with the approval of the BiD Network Supervisory Board. Such alterations will be announced immediately to our employees.
If BiD Network misses out on certain assignments or funds because of the application of the BiD Network Business Principles, the relevant employee will not be blamed. This also applies to the employee who provides information about a violation or possible violation of these Principles or who takes the rightful measures in such a case.
Violation of these Principles
Every violation of the BiD Network Business Principles may lead to disciplinary action, dismissal and – in case of unlawful conduct – civil or criminal prosecution. A failure to obey to this principles will result in a written warning, which will be added to the employee’s personnel file. Should it happen again, a second warning will be issued a third warning might lead to the termination of employment.
All decisions taken by an employee takes must be in conformity with these BiD Network Business Principles. If you are unsure whether certain conduct is allowed, please ask one of the members of the management team for advice.