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 

Of the Business in Development Network Foundation,

Amsterdam, The Netherlands

Version 2.4 dated December 2008

The Business in Development Network Foundation (‘BiD Network’) and its National Partners (‘appointed representatives’) operate the Business in Development Challenge (‘BiD Challenge’), the online network www.bidnetwork.org, BiD Investor Matchmaking (BiD Matchmaking) and BiD Investor Services (BiD Services). The BiD Network mission is to contribute to sustainable economic development by stimulating entrepreneurship and investment in SMEs in developing countries.
Private individuals or organizations (‘Parties’) registering through its website or signing an agreement with the BiD Network or one of its National Partners, or using its services such as BiD Challenge, BiD Matchmaking or BiD Services, acknowledge to have read, understood and accepted these General Terms and Conditions. 

Article 1) SCOPE OF THE ACTIVITIES AND LIMITATIONS OF LIABILITIES
1.    BiD Network cannot be held liable for information contained on the BiD Network’s website (ww.bidnetwork.org) which has been placed there by individuals who are not BiD Network employees.
2.    BiD Network does not perform independent verification of facts or investigation of business propositions. BiD Network does take reasonable steps to ensure that the information provided on bidnetwork.org is reliable and not harmful or misleading, However, BiD Network 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 by 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 any in securities. BiD Network is not authorized to represent entrepreneurs or investors in deal making.
4.    BiD Network 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 BiD Network.
5.    BiD Network takes reasonable steps to ensure that the confidential information is not disclosed by any contacting party, third party and or investor. However, neither BiD Network, nor its group members, 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 person introduced by or through BiD Network including individuals visiting our website.
6.    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.
7.    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 before the BiD Network. 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.    Will only disclose information which is correct to their best possible knowledge.
2.    Will not place misleading, harmful or illegal information on www.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 the information protected by the ‘trust settings’ will only be accessible to rightful Parties.
4.    BiD Network will ensure that email addresses and telephone numbers of members, protected by the right trust settings, will not be shared with anybody unless the members have given written permission to do so.
5.    Members who ‘spam’ other members of the website will be removed from it and denied further access to 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 Article 4. 
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 a potential deal.
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 liability (closed corporation) or
d.    public limited liability company (public corporation).
4.    All entrepreneurs must be registered as a member on the BiD Network website (ww.bidnetwork.org), before submitting a business plan online. 
5.    Entrepreneurs must mention any third parties that have substantially contributed with a 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 shall submit to Bid Network a written declaration of this permission. 
7.    Entrepreneurs are aware that BiD Network spends time and money in helping them get their projects financed; therefore, entrepreneurs accept and compromise themselves to cooperate with BiD Network towards the investment in their project by promptly responding emails and sending all the requested information.

Article 4) BUSINESS PLANS
1.    The business plans can only be submitted through the BiD Network’s website (www.bidnetwork.org).
2.    All entrepreneurs must complete the online business summary form (plan application), prior to submitting the full business plan.
3.    Entrepreneurs can attach a complete business plan and other documentation to their business summary form. 
4.    All business plans must meet the following criteria: 
a.    The business plans must be written either in English or in Spanish.
b.    The Country of Business must be a developing country according to the OECD DAC list (http://www.oecd.org/dataoecd/23/34/37954893.pdf).
c.    The business must have a financing requirement of between USD10,000 and USD1,000,000.
d.    The business must aim to be a profitable business in the next three years.
e.    The business must double its sales or direct employees in three years (an average of 30% growth per year).
f.    The business shall not be involved nor it shall have plans to be involved in the following activities(‘Exclusion Criteria’):        
i.    Any production or activity involving harmful or exploitative forms of forced child labor.
ii.    Any production or trade in any product or activity deemed illegal under host country laws, regulations or international conventions and/or agreements. 
iii.    Any production or trade in weapons and munitions.
iv.    Any production or trade in alcoholic beverages (excluding beer and wine).
v.    Any production or trade in tobacco.
vi.    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).
vii.    Any production or trade in radioactive materials.
viii.    Any production, trade, or use of unbounded asbestos fibers.
ix.    Any commercial logging operations or the purchase of logging equipment to be used in any tropical moist forest.
x.    Any drift net fishing to be used in the marine environment. 
xi.    Any production or trade in products containing Polychlorinated biphenyls (PCBs) and ozone depleting substances (ODSs).
5.    Business plans shall 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 must have no more than 150 employees.
6.    Preference shall be given to businesses that create direct jobs with proper working conditions and payment or businesses that improve the quality of life of the poor.

Article 5) THE BID CHALLENGE
1.    The BiD Challenge consists of national business plan competitions and sector business plan competitions, either organized by BiD Network, National Partners or third parties who make use of the BiD platform to organize proprietary business plan competitions. For information on available competitions and their deadlines, check BiD Network’s website (www.bidnetwork.org)
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 applications within the BiD Network including the competitions within the BiD Challenge. Third parties using the BiD platform for their private label competitions may use additional entry criteria. This guide can be found on http://www.bidnetwork.org/set-132-en.html
4.    The BiD Network decides whether or not a business plan is eligible to compete in one of the BiD Challenges. 
5.    The BiD Network has the right to exclude or disqualify a participant when, but not limited to a participant or participants: 
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 organization can justify.
d.    Has been convicted of a criminal or professional offence.
e.    Are guilty of serious misrepresentation in supplying information under these terms and conditions.
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 Partners are fully responsible for the jury of their respective National Competitions. BiD Network is only responsible for the selection of the international jury. 
7.    Business plans entered into a BiD Challenge or other competition making use of the BiD platform, will be assessed by BiD Network and the National Partner according to the regular assessment procedure laid down in the BiD Network Kit. The result of this assessment being a set of accepted business plans without any ranking or grading. The juries are fully and solely responsible for the final selection of the winning business plans from the set of accepted plans. 
8.    The jury’s decision is final and by no means can be subject to any appeal, annulment, or any other similar procedure.
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 all or part 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, 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.
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 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.
2.    The investor is represented by a private person who will either be the investor or its authorized representative.
3.    BiD Network 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.
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 exclusive access to the screened propositions through investor matchmaking.
5.    Any investor, whether signed or not, with the intention to invest in a BiD Network entrepreneur, must inform BiD Network of that intention 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.    Investors must form their own opinion on the viability of the company’s business proposition and the quality of the investment opportunity.
9.    Be aware of the following risks related to investing in BiD Network entrepreneurs and businesses:
a.    Investment in unlisted companies is a high risk investment.
b.    Investing in emerging markets and or new and fast-growing companies add to that risk.
c.    The investors considering investment in BiD Network entrepreneurs and businesses are required to be knowledgeable in the fields mentioned in (a) and (b) above.
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, the investors (or the organization they represent) should carefully consider whether such investments suit them and whether they can spare the financial resources.   
g.    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. 

Article 8) BID MATCHMAKING
1.    Entrepreneurs wishing to make use of the international equity market should master the English or the Spanish language in speech and writing and should have regular access to Internet, email and VOIP (e.g. Skype).
2.    Entrepreneurs accepted for Bid Matchmaking shall 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, the BiD Network and or its partners are entitled to refuse the business plan or proposal and or refuse any further services.
3.    It is up to the discretion of the BiD Network Approval Committee to accept or refuse an entrepreneur for investor matchmaking (BiD Grade Plans).
4.    BiD Network 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 general terms and conditions.
5.    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. However:
i.    National Partners are entitled to charge entrepreneurs with a successes fee of 1% (one percent) of the investment value upon investment when the investor is introduced to the entrepreneur through or via BiD Network.
ii.    BiD Network will charge the investor when the latter invests time, money or other assets in a BiD Network entrepreneur a finder’s fee of 2% of the investment value upon investment. The minimum fee is USD 1,000 the maximum fee is USD 10,000. Investors who sign an Investor Agreement with BiD Network may be eligible for alternative success fee arrangements.
iii.    BiD Network can transfer the right to the afore mentioned finder’s fee to the National Partner when the investor is officially represented in National Partner’s territory. 
b.    Both, the investor and the entrepreneur agree to inform BiD Network within five working days after a term sheet or an investment agreement has been signed between them. Parties will inform BiD Network by providing a copy of the letter of intent, investment agreement or term sheet, containing the type, timing, and size of the investment(s). 
c.    Failure to comply with b. above will result in an instant due penalty of USD 5,000 (five thousand US Dollars) to both the entrepreneur and the investor involved and BiD Network reserves the right to deny further services to those parties.
d.    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 (maximum length of 2 pages) on the investment and the business, for a period of two consecutive 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, their businesses, investors and other individuals issued, displayed or supplied by BiD Network or by other individuals is considered to be confidential, unless it is part of a public profile on the BiD Network website (www.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 divulging 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 BiD Network for commercial gain without written consent of the party subject to that information.
8.    BiD Network does not take any responsibility for any unsolicited documents or information provided to the BiD Network.
9.    Parties ensure that confidential information is only used in the course of:
a.    preparing for, carrying out and following -up of the BiD Challenge;
b.    conducting assessment or providing coaching and / or feedback on behalf of BiD Network;
c.    preparing to enter into an agreement to invest;
1.    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 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 10) INTELLECTUAL PROPERTY RIGHTS
1.    Entrepreneurs should claim their intellectual property rights before they submit their proposition to BiD Network (if such rights are applicable).
2.    The entrepreneur shall have all the necessary permissions to use third party’s intellectual property rights. Upon the request of BiD Network, the entrepreneur shall be able to produce a declaration by the owner that allows the entrepreneur the use of these rights.
3.    Entrepreneurs shall indemnify 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 stated by the owner of the said rights. BiD Network is not obliged to check business plans regarding the authorized and legal use of intellectual property rights.

Article 11) GOVERNING LAW AND FORUM
1.    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. 
2.    The contact person for disputes is Mr. Thierry Sanders of the BiD Network Foundation (email: thierry.sanders[at]bidnetwork.org).
3.    "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) December 2008

Terminos y Condiciones Generales de BiD Network 2008 (ESP) diciembre 2008

General Terms and Conditions BiD Network 2008 (ENG) April 2008

Terminos y Condiciones Generales de BiD Network 2008 (ESP) avril 2008
