Ignite Standard Terms and Conditions

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Last updated: June 2021

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The following sets out the basic terms and conditions associated with joining the Ignite programme and the relevant terms that will govern the relationship between the Brandon Centre and the Entrepreneur and is binding on both parties.

 

Definitions

 

The following expressions bear the meanings assigned to them below and cognate expression bear corresponding meanings:

 

“Branson Centre” shall mean the Branson Centre of Entrepreneurship South Africa (Pty) Ltd [Registration number: 2014/262813/07];

 

“Confidential Information” shall mean any information received by one Party from the other Party and is marked as confidential or a similar notice (if disclosed in writing or a tangible form), identified as confidential (if disclosed verbally) or should reasonably be treated as confidential under the context in which such disclosure was made. Confidential Information shall not include information that the Party receiving the information can demonstrate:

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• is lawfully in the public domain at the time of disclosure thereof;

• subsequently becomes lawfully part of the public domain by publication or otherwise;

• is or becomes available to the Party receiving such information from a source other than the Party revealing the information, which source was lawfully entitled without any restriction on disclosure to disclose such information to a third party.

 

“Entrepreneur” shall mean [Business Name] [Company Registration Number];

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“Fundraising Fee” shall mean the 5% fee levied in respect of any fund raising by the Entrepreneur in accordance with clause 5;

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“Ignite Programme” shall mean the entrepreneurship programme as described in clause 3;

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“Intellectual Property” shall mean all intellectual property including but not limited to designs, copyrights, trade marks. patents or the like created and owned by a Party, whether registered or unregistered and in any form;

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“Party” shall mean Branson Centre or the Entrepreneur, as the context may indicate, and “Parties” shall mean both of them;

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“Vault” shall mean a G-suite or similar cloud storage location allocated to the Entrepreneur.

 

Ignite Programme

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The Ignite Programme is a six-month programme designed to enable the Entrepreneur to access new, or better penetrate, existing markets, and to raise finance and to scale their business.

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The Ignite programme consists of eight key areas of impact through which the Branson Centre works with the Entrepreneur. Through each area of impact, the Branson Centre assists the Entrepreneur to embed its purpose into the area of impact.

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The eight areas of impact are:

• Purpose;

• People;

• Brand;

• Partnerships;

• Product;

• Planning;

• Processes; and

• Finance.

 

During the Ignite Programme the Entrepreneur may be given access to an area of impact workshop and area of impact specific resources designed to ensure the area of impact is well entrenched and embedded in the business.

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As part of the Ignite Programme the Entrepreneur may be allocated a relationship manager who will look after the Entrepreneur for the duration of the this agreement.

 

Ignite Programme Fees and Costs

 

There is no fee to participate in the Ignite Programme, subject to clause 5.

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The Entrepreneur is expected, but not obliged, to cover all outsourced business processes such as, but not limited to, web design, accounting software, brand development, legal fees where such expenses arise, subject to Branson Centre’s sole discretion.

 

OR

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The Entrepreneur forms part of a sponsored Ignite Programme. As part of the sponsorship the Entrepreneur may have access to limited business process outsourcing service to the value specified by the sponsor. 

 

Fundraising Fee

 

The Entrepreneur agrees to pay the Branson Centre a Fundraising Fee of 5% of any and all funds raised from fundraising activities in any form from the date of this agreement and ending on the two-year anniversary of the termination of this agreement.

 

For the purposes of clause 5.1 and for the avoidance of doubt, all funds includes, but is not limited to, funds raised by way of:

• Debt;

• Equity issues, sales and transfers;

• Grants;

• Donations;

• Quasi Debt;

• Quasi Equity; and

• Mezzanine facilities

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The Entrepreneur must make Branson Centre aware of any funds raised and must ensure funders are advised of the Fundraising Fee.

  

The Entrepreneur is responsible for the payment of the Fundraising Fee. The fee is levied to the Entrepreneur and as such must be accounted for when raising funds .  

 

Data Collection

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As part of the Ignite programme Branson Centre is required to report on various impact metrics associated with the performance of the programme and the performance of [Entrepreneur ABC]. Branson Centre may collect data relating to the Entrepreneur and their business, which the Entrepreneur agrees to provide the Branson Centre within a reasonable time following a written request from Branson Centre, subject to the obligations contained in clause 1. The termination of this agreement shall not affect the rights and obligations contained in this clause 6.

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Confidential Information

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The Party receiving the Confidential Information will:

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• safeguard Confidential Information with the same degree of care as it exercises with its own Confidential Information, but no less than reasonable care;

• not, without the prior written consent of the other Party (which shall not be unreasonably withheld) disclose such Confidential Information to any person, and/or make use of such Confidential Information for any purposes other than in connection with the purposes of this agreement.

• will use the other Party’s Confidential Information solely in the exercise of the rights and obligations under agreement and for no other purpose.

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The Party so receiving the Confidential Information may disclose same only pursuant to a requirement or request by operation of law, regulation or court order, but then only to the extent so disclosed and then only in the specific instance and under the specific circumstances in which it is obliged to be disclosed.

 

Intellectual Property

 

Either Party shall retain all rights and ownership in respect of the Intellectual Property they own or are licensed to use. For the avoidance of doubt, this agreement does not entitle or transfer any rights of ownership or use from one Party to the other Party.

Notwithstanding clause 7.1, the Entrepreneur is hereby granted a non-exclusive, revocable and limited licence to use the Branson Centre Ignite Programme relationship in its marketing material.

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Non-solicitation

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The Entrepreneur shall not, for the duration of this agreement and for a period of 1 (one) year after this agreement terminates for any reason, furnish any information or advice to anyone else which results in any staff member or any representative and/or agent of the other Party who was involved in the implementation or execution of this agreement to terminate his or her employment with that Party and/or any other contractual relationship and/or becoming employed by, or directly or indirectly interested in any manner in, any concern which carries on business, directly or indirectly, in competition with any part, aspect or facet of the business conducted by the other Party.

 

Non-Disparagement

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The Entrepreneur shall not do or say anything to bring the Branson Centre, its brand, or its business into disrepute..

Nothing in this agreement shall be construed or permit the Entrepreneur to act as a Branson Centre representative.

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Duration

 

This agreement shall be in force and terminate automatically after six months, subject to clauses 5.1 and 6.1 and other clauses which need to survive by necessity.

 

Termination

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Either Party shall have the right to terminate this agreement on one month’s written notice to the other Party subject always to clauses 5.1 and 6.1 which shall survive despite termination.

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Branson Centre shall have a right to terminate this agreement on written notice to the Entrepreneur if, in the sole discretion of Branson Centre, the Entrepreneur is not fulfilling its obligations contained in clause 12 or commits any material breach of this agreement.

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Obligations of the Entrepreneur

 

For the relationship formed in terms of this agreement to be beneficial to both Branson Centre and the Entrepreneur, the Branson Centre requires the Entrepreneur to be fully committed to the Ignite Programme.

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For the purposes of clause 12.1, the Entrepreneur agrees to:

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• Make itself (or its leadership team) available to attend the various workshops provided by the Ignite Programme.

• Complete the resources and log the various documentation required into its allocated Vault.

• To engage and work with their assigned relationship manager to ensure the communicated expectations of the Entrepreneur and the Branson Centre are aligned and met, which shall form a part of this agreement.

 

Liability

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Disclaimers and limitation of liability:

To the fullest extent permissible by law, Branson Centre disclaims all warranties, any representations of fitness for purpose of any kind, whether express or implied in respect of the Ignite Programme.

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The Entrepreneur agrees that Branson Centre is unable to, and is not required to, guarantee a particular result, or set of commercial results.

 

The Entrepreneur agrees that neither Branson Centre nor its associates shall be liable for any losses however arising and whatever the cause including, but not limited to, Losses arising as a result of the Entrepreneur’s negligence, and/or failure to furnish Branson Centre with adequate information it requires in order to render the Services.

 

The Entrepreneur hereby indemnifies Branson Centre and its associates from any losses, which may arise as a result of the Entrepreneur’s unlawful conduct, wilful misconduct, negligence, and/or gross negligence.

 

The Entrepreneur irrevocably waives any claims it may have against Branson Centre arising out of, or related to (and agrees not to institute any proceedings in respect of), the Services or this agreement more than one year after the cause of action relating to such claim or legal action arose.

 

Breach

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Subject to any other provision of this agreement providing for the remedy of any breach of any provision hereof, should either Party (“the Offending Party”) commit a breach of any provision of this agreement and fail to remedy such breach within ten days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to:

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• terminate this agreement, provided the breach in question is a breach going to the root of this agreement; or

• claim specific performance of all of the Offending Party’s obligations whether or not due for performance; and

• in either event, without prejudice to the Aggrieved Party’s right to claim damages.

 

Disputes

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In the event of any dispute or difference arising between the Parties relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this agreement, the chief executive officers of the Parties or any of their designated officials shall upon request by any Party meet to attempt to settle such dispute or difference, and failing settlement within a period of seven business days from such a request, the said dispute or difference shall on demand by any Party be submitted to arbitration in Cape Town in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.

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The Parties irrevocably agree that the decision in any arbitration proceedings:

• will be binding on all of them;

• will forthwith be carried into effect;

• may be made an order of any court of competent jurisdiction.

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Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief.

The provisions of this clause will continue to be binding on the Parties notwithstanding any termination or cancellation of this agreement.

 

Governing Law and Jurisdiction

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This agreement shall be governed in all respects by and shall be interpreted in accordance with the laws of the Republic of South Africa and the Parties hereby consent and submit to the jurisdiction of the, appropriate South Africa court in which Branson Centre is domiciled.