Terms & Conditions

Updated 25th October 2020

ENTERPRISE (PARTICIPATING IN THE C3 SOCIAL IMPACT ACCELERATOR) TERM SHEET:

A. Effective Date and Access

This Term Sheet (the “Term Sheet”) giving access to one-to-one support from C3 experts (the “Expert”) (the “One-to-One Support”) and upon successful application, which is not guaranteed, permitting participation in the upcoming C3 Social Impact Accelerator Program December 2019 – April 2020 (the “Program”) your company (the “Participant”) shall be subject on the date hereof and indefinitely to the following terms and conditions.

B. Attendance (Mentoring and the Program)

The Participant is eligible to receive One-to-One Support organized by Consult and Coach for a Cause LLC (the “Company”). In accessing this One-to-One Support the Participant is required to treat the Expert appropriately at all times: (i) the Participant will not cancel or postpone scheduled meetings without good reason and adequate notice, (ii) the Participant agrees to use best efforts to follow the Expert’s advice and directions, (iii) the Participant will not make additional requests of the Expert, including but not limited to, additional sessions, investment, loans, discounts etc. If the Participant is unhappy with the Expert, the Participant’s representative will let the Company know at the end of the first meeting and the Company will attempt, but does not guarantee, to re-match the Participant, (iv) if any accident and/or violation of the code of conduct by the Expert or the Participant, the Expert or the Participant, without prejudice to their 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.

The Participant is required to attend all activities during the course of the Program in order to remain a Participant for the purposes of the final day of events of the Program.

The Participant acknowledges and agrees that the Company may (i) at any time decline to allow the Participant to complete the Program or One-to-One Support without giving a reason and (ii) 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.

C. Waiver

The Participant hereby waives any right to pursue the Company for any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any support, advice or work product it receives during the One-to-One Support and the Program and with regard any investment or business contract signed as a result of the Program. The Participant acknowledges that any decision over choice of investor, supplier, customer or other third party arrangement for the Participant is its sole responsibility.

The Participant further acknowledges that if the introduction by the Company does not result in an investment or signed contract or if the investor or third party behaves unethically towards it over the course of its business dealings with the Participant, the Company cannot be held responsible for any damage whatsoever caused to the Participant as a result.

The Participant 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 the Participant arising out of, or otherwise connected with, the Program.

D. Business Information

The Participant agrees that the Company may use any information about the Participant 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 Participant further agrees that the Participant’s name and publicly available information may be used on C3’s website, social media accounts, marketing materials, to inform investors and third parties invited to the Program or for the purpose of publication of a case study. The Company will ensure that any such use of information will not breach general principles of confidentiality or otherwise negatively affect the Participant or the Participant’s business.

E. Confidentiality

The Participant shall not make use of or divulge to any person, and must use best endeavors to prevent the use, publication or disclosure of, any information not already in the public domain concerning the Company, any other member of the Company and/or any expert and / or any other Participant and their businesses.

F. Alumni Commitments

For five (5) years after completing the Program, the Participant may be requested by the Company annually, in a format to be agreed between the parties, to report on its status, business performance and future targets.

G. Code of Conduct

By executing this Term Sheet, the Participant represents and warrants to have read and understood the Company’s code of conduct (the “Code of Conduct”) on the Company’s website: https://www.wegrowwithc3.com/code-of-conduct/ and covenant to comply at all times with the provisions therein.

H. HSBC

The Participant agrees to sign any terms and conditions requested by HSBC in relation to accessing their building or resources for the purposes of the Program.

I. Intellectual Property Rights

All rights, titles and interests in and to any and all writings, documents, inventions or discoveries (“IPR”), that the Participant 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 Participant, 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 Participant (as applicable).

J. Assignment

The Participant 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 Participant 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. Termination

Upon termination of this Term Sheet all its provisions shall lapse and cease to have effect except for the Confidentiality, Applicable Law and Dispute Resolution clauses. 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.

L. Non-compete

For the whole duration of this Term Sheet and for a term of three years from its termination, the Participant shall seek the consent of the Company before being employed or otherwise engaged, concerned or interested in any capacity (whether for reward or otherwise) in carrying on business in the United Arab Emirates, KSA, Qatar, Bahrain, Kuwait, Oman, Jordan, Lebanon, Egypt and Morocco which directly competes with the business carried out by the Company.

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 by electronic mail to the relevant party at its address as follows:

  1. Email: info@wegrowwithc3.com marked for the attention of Medea Nocentini
  2. To the Participant at the email address given for delivery of this Term Sheet

Communication shall be deemed to have been served 2 hours after dispatch during working hours and outside of working hours at 10 am the following day.

N. Third Party Rights

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 Participant agrees that the Company is entitled to request, access and use information about the Participant to assess whether the Participant is suitable for receiving One-to-One Support and / or being part of the Program. In agreeing to the terms of this Term Sheet, the Participant hereby gives its consent for the Company to request, access and use such personal information.

ENTERPRISE – (NOT PARTICIPATING IN THE C3 SOCIAL IMPACT ACCELERATOR) TERM SHEET:

A. Effective Date

This Term Sheet (the “Term Sheet”) shall be effective on the date hereof and shall be subject indefinitely to the following terms and conditions unless either party gives 7 days notice to the other.

B.Services

The Participant is eligible to receive One-to-One Support organized by Consult and Coach for a Cause LLC (the “Company”). In accessing this One-to-One Support the Participant is required to treat the Expert appropriately at all times: (i) the Participant will not cancel or postpone scheduled meetings without good reason and adequate notice, (ii) the Participant agrees to use best efforts to follow the Expert’s advice and directions, (iii) the Participant will not make additional requests of the Expert, including but not limited to, additional sessions, investment, loans, discounts etc. If the Participant is unhappy with the Expert, the Participant’s representative will let the Company know at the end of the first meeting and the Company will attempt, but does not guarantee, to re-match the Participant, (iv) if any accident and/or violation of the code of conduct by the Expert or the Participant, the Expert or the Participant, without prejudice to their 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.

The Participant acknowledges and agrees that the Company may (i) at any time decline to allow the Participant One-to-One Support without giving a reason and (ii) 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.

C. Waiver

The Participant hereby waives any right to pursue the Company for any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any support, advice or work product it receives during the One-to-One Support.

The Participant 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 the Participant arising out of, or otherwise connected with the One-to-One Support

D. Business Information

The Participant agrees that the Company may use any information about the Participant 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 Participant further agrees that the Participant’s name and publicly available information may be used on C3’s website, social media accounts or marketing materials. The Company will ensure that any such use of information will not breach general principles of confidentiality or otherwise negatively affect the Participant or the Participant’s business.

E. Confidentiality

The Participant shall not make use of or divulge to any person, and must use best endeavors to prevent the use, publication or disclosure of, any information not already in the public domain concerning the Company, any other member of the Company and/or any expert and / or any other Participant and their businesses.

F. Code of Conduct

By executing this Term Sheet, the Participant represents and warrants to have read and understood the Company’s code of conduct (the “Code of Conduct”) on the Company’s website: https://www.wegrowwithc3.com/code-of-conduct/ and covenant to comply at all times with the provisions therein.

G. Intellectual Property Rights

All rights, titles and interests in and to any and all writings, documents, inventions or discoveries (“IPR”), that the Participant 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 Participant, 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 Participant (as applicable).

H. Assignment

The Participant 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 Participant 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.

I. Termination

Upon termination of this Term Sheet all its provisions shall lapse and cease to have effect except for the Confidentiality, Applicable Law and Dispute Resolution clauses. 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. Non-compete

For the whole duration of this Term Sheet and for a term of three years from its termination, the Participant shall seek the consent of the Company before being employed or otherwise engaged, concerned or interested in any capacity (whether for reward or otherwise) in carrying on business in the United Arab Emirates, KSA, Qatar, Bahrain, Kuwait, Oman, Jordan, Lebanon, Egypt and Morocco which directly competes with the business carried out by the Company.

K. Notices

Any notice or other communication to be given under this Term Sheet shall be given in writing in English and may be delivered by electronic mail to the relevant party at its address as follows:

  1. Email: info@wegrowwithc3.com marked for the attention of Medea Nocentini
  2. To the Participant at the email address given for delivery of this Term Sheet

Communication shall be deemed to have been served 2 hours after dispatch during working hours and outside of working hours at 10 am the following day.

L. Third Party Rights

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.

M. 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.

N. 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.

O. Consent to Background Checks

For the whole duration of this Term Sheet, the Participant agrees that the Company is entitled to request, access and use information about the Participant to assess whether the Participant is suitable for receiving One-to-One Support. In agreeing to the terms of this Term Sheet, the Participant hereby gives its consent for the Company to request, access and use such personal information.

EXPERT TERM SHEET:

A. Effective Date

This Term Sheet (the “Term Sheet”) shall be effective on the date hereof and shall be subject indefinitely to the following terms and conditions unless either party gives 7 days notice to the other.

B. Consideration

The Expert has the opportunity to support (“One-to-One Support”) an entrepreneur (the “Participant”) participating in Consult and Coach for a Cause (C3) programs (the “Company”) and in doing so, shall not be entitled to any consideration from the Company or any of the Participants.

C. Services

The Expert is required to: (i) provide up to five hours of one-to-one support by any means agreed between the Expert and Participant as ad-hoc one-to-one support or in any one cycle of the C3 Social Impact Accelerator Program December 2019 – April 2020 (the “Program”), (the “Services”); (ii) complete any feedback or any data collection (written or verbal) requested by the Company within 14 days of the completion of the Services; and (iii)
 if any violation of the code of conduct by the Participant occurs, the Expert shall promptly inform the Company.

The Expert acknowledges and agrees that the Company may (i) at any time decline to use the Expert to support its Participants and (ii) 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.

D. Compliance with Law

The Expert shall, fully comply at all times with all laws and regulations of the United Arab Emirates and any other relevant jurisdiction.

E. No Liability and Indemnity

The Company and its affiliates, directors, agents, and employees shall not be liable to the Expert for any loss or damage suffered by the Expert as a result of the provision of any of the services pursuant to this Term Sheet. The Expert 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 Expert under this Term Sheet.

F. Code of Conduct

By executing this Term Sheet, the Expert represents and warrants to have read and understood the Company’s code of conduct (the “Code of Conduct”) on the Company’s website: https://www.wegrowwithc3.com/code-of-conduct/ and covenants to comply at all times with the provisions therein.

G. Intellectual Property Rights

All rights, titles and interests in and to any and all writings, documents, inventions or discoveries (“IPR”), that the Expert and / or the Participant 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 Expert and / or the Participant, 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 Participant or the Expert (as applicable).

H. Termination

Upon termination of this Term Sheet all provisions of this Term Sheet shall lapse and cease to have effect except for the Confidentiality, Applicable Law and Dispute Resolution clauses. 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.

I. Assignment

The Expert 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 Expert 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.

J. Confidentiality

The Expert 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 Participant and the Participant’s business. The Company shall not make use of or divulge to any person any information concerning the Expert and its business.

K. Notices

Any notice or other communication to be given under this Term Sheet shall be given in writing in English and may be delivered by electronic mail to the relevant party at its address as follows:

  1. Email: info@wegrowwithc3.com marked for the attention of Medea Nocentini
  2. To the Expert at the email address given for delivery of this Term Sheet

Communication shall be deemed to have been served 2 hours after dispatch during working hours and outside of working hours at 10 am the following day.

L. Third Party Rights

Except for any right of the Experts 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.

M. 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.

N. 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.

O. Consent to Background Checks

For the whole duration of this Term Sheet, the Expert agrees that the Company is entitled to request, access and use information about the Expert to assess whether the Expert is suitable for providing One-to-One Support. In agreeing to the terms of this Term Sheet, the Expert hereby gives its consent for the Company to request, access and use such personal information.