Terms & Conditions

SOCIAL ENTREPRENEUR TERM SHEET:

A. Effective Date

This Term Sheet shall become effective on the date hereof and shall continue until termination of this Term Sheet pursuant to the terms herewith.

The Client acknowledges and agrees that the Company may at any time make amendments to this Term Sheet and any amended version of it shall become effective as of the date of its publication, on this, the terms and conditions web page.

B. Condition Precedent

Before the Client may benefit of any of the services provided by the Company pursuant to this Term Sheet, the Client shall:

(1) Complete the C3 Mini-Starter Program online or request the Company to waive it;

(2) Complete the application questionnaire to the satisfaction of the Company; and

(3) Provide evidence to the Company of his compliance (to the satisfaction of the Company) with the Social Enterprise Company definition (as set out in Schedule A).

Following satisfaction of the conditions precedent under paragraphs 1, 2 and 3 above and the payment of the Initial Fee and Annual Fee, the Company will grant the Client access to the services provided by the company.  

C. Fees

The provision of services to the Client by the Company shall be subject to the payment by of the following fees by the Client:

Access to the Company’s expert community monthly fee of $9 (the “Monthly Fee”) to be renewed every month or annual fee of $80 (the “Annual Fee”) to be renewed every year, as per indicated on the C3 website ;

Failure to pay any fee pursuant to the above terms shall entitle the Company to terminate this Term Sheet pursuant to clause H.

The Company may at any time make amendments to the amount of fees payable pursuant to this Term Sheet and any amended version of it shall become effective as of the date of its publication on the Company’s website

D. Services

Subject to the payment of the Monthly Fee or the Annual Fee, the Client shall be entitled to request to the Company the provision of services (the “Services”). The provision of such Services will be subject to the payment of the relevant fee and to the availability of the relevant volunteer (each a “Volunteer”). During the provision of Services by the Volunteer, the Client shall keep the Company informed of the progress of the provision of the Services, notifying to the Company any information deemed relevant for the Company’s own records.   Upon completion of the provision of the services by the Volunteer, the Client shall complete and provide the Company any feedback or any data collection (written or verbal) requested by the Company within 14 days of the completion date. If any accident and/or violation of the code of conduct by the Volunteer or a Client occurs, the Volunteer, without prejudice to its liability under this Term Sheet, shall promptly inform the Company providing the necessary details required to identifying the type of accident and/or violation and proposing a suitable course of action to cure such accident and/or violation.

E. Business Information

The Client agrees that the Company may use any information about the Participant or its business in an anonymous form for the purpose of research, case studies or any other business opportunity relevant to the Company’s mission and purpose. The Company agrees that, any such use of information will not breach general principles of confidentiality or otherwise negatively affect the Client’s business.

F. Compliance with Law

The Client shall, and shall procure that all its affiliates, directors, agents, and employees will, fully comply at all times with all laws and regulations of the United Arab Emirates and any other relevant jurisdiction.

G. No Liability and Indemnity

The Company and the Volunteers shall not be liable to the Client for any loss or damage suffered by the Client as a result of the provision of any of the services pursuant to this Term Sheet, with the exception of fraud or willful misconduct on the part of the Company. The Client acknowledges and agrees that the Company and each of the Volunteers shall be severally, and not joint and severally, liable as a result of the provision of the services hereof. The Client shall indemnify and hold the Company and/or the Volunteers harmless against all losses and damages suffered by the Company and/or the Volunteers and arising out of, or otherwise connected with, the provision of the services pursuant to this Term Sheet.   

H. Code of Conduct

By executing this Term Sheet, the Client represents and warrants to have read and understood the Company’s code of conduct (the “Code of Conduct”), and covenant to comply at all times with the provisions therein. The Client acknowledges and agrees that the Company may at any time make amendments to the Code of Conduct and any amended version of it shall become effective as of the date of its publication on the Code of Conduct’s web page.

I. Intellectual Property Rights

All rights, titles and interests in and to any and all writings, documents, inventions or discoveries (“IPR”), that the Client and / or the Volunteer through the Company services, creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the term of this Term Sheet, whether during working hours or at the Client’s facility or at any other time or location, and whether upon the request or suggestion of the Client or otherwise, shall be the sole and exclusive property of the Client, but the Company shall be entitled to use such IPR for all its operations and marketing, including but not limited to its website, workshop, etc., provided it obtains prior written approval from the Client.

J. Termination

The Company shall be entitled to exclude the Client from the Company and terminate this Term Sheet upon the occurrence of any of the following events:

(1) A breach by the Client of any provision of this Term Sheet (including, for the avoidance of doubt, the Code of Conduct) which is not cured (at the Company’s sole discretion) within 7 calendar days to the satisfaction of the Company;

(2) the Client ceasing to fall within the definition of Social Enterprise C3 as set out in Schedule A;

(3) At the Company’s sole discretion, by giving the Client a 30-day termination notice; or

The Client shall be entitled to terminate this Term Sheet by giving the Company a 30-day termination notice. Upon termination of this Term Sheet:

(1) except for the Non-Compete, Confidentiality, Applicable Law and Dispute Resolution clauses, all the other provisions of this Term Sheet shall lapse and cease to have effect; and

neither the lapsing of those provisions nor their ceasing to have effect shall affect a party’s accrued rights or liabilities in respect of damages for breach of any obligation under this Term Sheet falling due for performance prior to such lapse and cessation.

K. Assignment

The Client shall not be entitled to transfer and/or novate its rights and obligations under this Term Sheet. The Company shall be entitled to assign and/or novate its rights and/or obligations under this Term Sheet to any third party and the Client hereby irrevocably undertakes, at the reasonable request of the Company, to execute any novation document and undertake any other formalities required for the completion of the novation.

L. Non-compete

For the whole duration of this Term Sheet and for a term of three years from its termination, the Client shall not be employed or otherwise engaged, concerned or interested in any capacity (whether for reward or otherwise) in, provide any technical, commercial or professional advice to, or in any way assist any person carrying on business in the United Arab Emirates, KSA, Qatar, Bahrain, Kuwait, Oman, Jordan, Lebanon, Egypt and Morocco which, either directly or indirectly, competes with the business carried out by the Company.

M. Confidentiality

The Client shall not make use of or divulge to any person, and must use his best endeavours to prevent the use, publication or disclosure of, any information concerning the Company, any other member of the Company and/or any Volunteer and / or any other Client and their businesses. The Company shall not, and shall use his best endeavours to procure that none of the Volunteers shall, make use of or divulge to any person any information concerning the Client and his business.

N. Notices

Any notice or other communication to be given under this Term Sheet shall be given in writing in English and may be delivered in person or sent by prepaid first class post, fax or electronic mail to the relevant party at its address as follows:

(a)   to the Company at: P.O. Box 502211; E-mail: info@wegrowwithc3.com; Marked for the attention of: Medea Nocentini

(b)  to the Client at: P.O. Box [●]; E-mail: [●]; Marked for the attention of: [●]

or at such other address, fax number or e-mail address as it may notify to the other party under this clause. Any formal communication under or in connection with this Term Sheet shall be deemed to have been served: (a)  if delivered, at the time of delivery; (b)  if sent by courier, at the time delivery is recorded, or (c) if sent by facsimile or e-mail, at the expiration of two hours after the time of despatch, if despatched before 3.00 p.m. on any working day, and in any other case at 10.00 a.m. on the working day following the date of despatch.

 

O. Third Party Rights

Except for any right of the Volunteers under the Indemnity and the Confidentiality clauses, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Term Sheet. The consent of any person who is not a party is not required to rescind or vary this Term Sheet at any time. 

P. Severability

If a term of this Term Sheet is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other term of this Term Sheet.

Q. Applicable Law and Dispute Resolution

This Term Sheet and any non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with this Term Sheet, or the breach, termination or invalidity thereof, shall be referred to the exclusive jurisdiction of the courts of the Dubai International Financial Centre.

R. Consent to Background Checks 

For the whole duration of this Term Sheet, the Client agrees that the Company is entitled to request, access and use information about the Client to assess whether the Client is suitable for any of the services provided by the Company. In agreeing to the terms of this Term Sheet, the Client hereby gives its consent for the Company to request, access and use such personal information.

 

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VOLUNTEER TERM SHEET:

A. Effective Date

This Term Sheet shall become effective on the date hereof and shall continue until termination of this Term Sheet pursuant to the terms herewith.

The Volunteer acknowledges and agrees that the Company may at any time make amendments to this Term Sheet and any amended version of it shall become effective as of the date of its publication, on this, the terms and conditions web page.

B. Condition Precedent

Before the Volunteer can support the Company providing any of the services available to the Company’s clients (each, a “Client”) pursuant to this Term Sheet, the Volunteer shall:

(1) Complete the C3 Mini-Starter Program online or request the Company to waive it; 

(2) Complete the application questionnaire; and

(3) Provide evidence (to the satisfaction of  the Company) of sufficient qualification and experience as well as genuine interest in creating positive social impact.

Following satisfaction of the conditions precedent under paragraphs 1, 2 and 3 above, the Company will grant the Volunteer access to the C3 Accelerator Program’s volunteering opportunities and Clients’ profiles.

C. Consideration

The Volunteer shall not be entitled to any consideration from the Company or any of the Company’s clients (each, a “Client”) the services provided under this Term Sheet.

D. Services

The Volunteer may browse Clients on any digital platform being used by the Company at that time and contact a Client directly or apply to the Company (the “Application”) to provide those services he might be interested in and he has the capability, competence, experience and capacity to deliver at the highest level of quality to Clients.
 For Clients on the Accelerator Program, the Company may, at its sole discretion, accept the Volunteer’s Application by so notifying the Volunteer. After receiving the acceptance of his Application by the Company, the Volunteer may, at his sole discretion, revoke such Application within 2 days of receipt of the Company’s acceptance, provided that, if he does not revoke his Application within said time period, then the Volunteer shall be bound to provide the relevant services.
 With reference to each Client for whom the Volunteer accepts to provide services pursuant to the foregoing paragraphs, the Volunteer, before starting the provision of the services, shall communicate in writing to the Company (i) the services to be provided; (ii) the number of sessions the services will be provided and the estimated frequency of the relevant sessions; and (iii) any other useful information required to allow the Company to keep record of the activity undertaken by the Volunteer in favor of the relevant Client.
 The Volunteer shall keep the Company informed of the progress of the provision of the services, notifying to the Company any information deemed relevant for the Company’s own records. 
Upon completion of the provision of the services, the Volunteer shall complete any feedback or any data collection (written or verbal) requested by the Company within 14 days of the completion date.
 If any accident and/or violation of the code of conduct by the Volunteer or a Client occurs, the Volunteer, without prejudice to its liability under this Term Sheet, shall promptly inform the Company providing the necessary details required to identifying the type of accident and/or violation and proposing a suitable course of action to cure such accident and/or violation.

E. Compliance with Law

The Volunteer shall, and shall procure that all its affiliates, directors, agents, and employees will, fully comply at all times with all laws and regulations of the United Arab Emirates and any other relevant jurisdiction.

F. No Liability and Indemnity

The Company and its affiliates, directors, agents, and employees shall not be liable to the Volunteer for any loss or damage suffered by the Volunteer as a result of the provision of any of the services pursuant to this Term Sheet. The Volunteer shall indemnify and hold the Company and its affiliates, directors, agents, and employees (each, an “Indemnified Person”) harmless against all losses and damages suffered by an Indemnified Person arising out of, or otherwise connected with, the provision of the services by the Volunteer under this Term Sheet.

G. Code of Conduct

By executing this Term Sheet, the Volunteer represents and warrants to have read and understood the Company’s code of conduct (the “Code of Conduct”), and covenant to comply at all times with the provisions therein. The Volunteer acknowledges and agrees that the Company may at any time make amendments to the Code of Conduct and any amended version of it shall become effective as of the date of its publication on the Code of Conduct’s web page.

H. Intellectual Property Rights

All rights, titles and interests in and to any and all writings, documents, inventions or discoveries (“IPR”), that the Volunteer and / or the Client through the Company services, creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the term of this Term Sheet, whether during working hours at his own facility or at any other time or location, and whether upon the request or suggestion of any other party or otherwise, shall be the sole and exclusive property of the Volunteer and / or the Client, but the Company shall be entitled to use such IPR for all its operations and marketing, including but not limited to its website, workshop, etc., provided it obtains prior written approval from the Client or the Volunteer (as applicable).

I. Termination

The Company shall be entitled to terminate this Term Sheet upon the occurrence of any of the following events:

  1. A breach by the Volunteer of any provision of this Term Sheet (including, for the avoidance of doubt, the Code of Conduct) which is not cured (at the Company’s sole discretion) within 7 calendar days to the satisfaction of the Company; or
  2. At the Company’s sole discretion, by giving the Volunteer a 30-day termination notice.

The Volunteer shall be entitled to terminate this Term Sheet by giving the Company a 30-day termination notice. Upon termination of this Term Sheet:

  1. except for the Non-Compete, Confidentiality, Applicable Law and Dispute Resolution clauses, all the other provisions of this Term Sheet shall lapse and cease to have effect; and

neither the lapsing of those provisions nor their ceasing to have effect shall affect a party’s accrued rights or liabilities in respect of damages for breach of any obligation under this Term Sheet falling due for performance prior to such lapse and cessation.

J. Assignment

The Volunteer shall not be entitled to transfer and/or novate its rights and obligations under this Term Sheet. The Company shall be entitled to assign and/or novate its rights and/or obligations under this Term Sheet to any third party and the Volunteer hereby irrevocably undertakes, at the reasonable request of the Company, to execute any novation document and undertake any other formalities required for the completion of the novation.

K. Non-compete

For the whole duration of this Term Sheet and for a term of three years from its termination, the Volunteer shall not directly or indirectly compete with the business carried out by the Company in the United Arab Emirates, KSA, Qatar, Bahrain, Kuwait, Oman, Jordan, Lebanon, Egypt and Morocco. For the avoidance of doubt this clause does not apply to a Volunteer who is seeking to offer pro bono services to, or to volunteer for, similar businesses as the Company.

L. Confidentiality

The Volunteer shall not make use of or divulge to any person, and must use his best endeavours to prevent the use, publication or disclosure of, any information concerning the Company, any other member of the Company and/or the Client and the Client’s business and / or any other Volunteer and his business. The Company shall not make use of or divulge to any person any information concerning the Volunteer and its business.

M. Notices

Any notice or other communication to be given under this Term Sheet shall be given in writing in English and may be delivered in person or sent by prepaid first class post, fax or electronic mail to the relevant party at its address as follows:

(a)   to the Company at: P.O. Box 502211; E-mail: info@wegrowwithc3.com; Marked for the attention of: Medea Nocentini

(b)  to the Client at: P.O. Box [●]; E-mail: [●]; Marked for the attention of: [●]

 
or at such other address, fax number or e-mail address as it may notify to the other party under this clause. Any formal communication under or in connection with this Term Sheet shall be deemed to have been served: (a)  if delivered, at the time of delivery; (b)  if sent by courier, at the time delivery is recorded, or (c) if sent by facsimile or e-mail, at the expiration of two hours after the time of despatch, if despatched before 3.00 p.m. on any working day, and in any other case at 10.00 a.m. on the working day following the date of despatch.

 

N. Third Party Rights

Except for any right of the Volunteers under the Indemnity and the Confidentiality clauses, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Term Sheet. The consent of any person who is not a party is not required to rescind or vary this Term Sheet at any time.

O. Severability

If a term of this Term Sheet is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other term of this Term Sheet.

P. Applicable Law and Dispute Resolution

This Term Sheet and any non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with this Term Sheet, or the breach, termination or invalidity thereof, shall be referred to the exclusive jurisdiction of the courts of the Dubai International Financial Centre.
 
Q. Consent to Background Checks

For the whole duration of this Term Sheet, the Volunteer agrees that the Company is entitled to request, access and use information about the Volunteer to assess whether the Volunteer can support the Company providing any of the services to a Client. In agreeing to the terms of this Term Sheet, the Volunteer hereby gives its consent for the Company to request, access and use such personal information.