1. Background and Introduction
These terms and conditions (“Terms and Conditions”) set out the eligibility conditions for innovators applying for the BUILD Innovation Challenge (the “Challenge”). By submitting an application, you accept these terms and conditions. Please read these terms and conditions carefully before you apply to the Challenge. If you disagree with any of the stated terms and conditions, you cannot submit an application and may not participate in the Challenge. Should you still decide to submit an application you will be held as accepting all terms and conditions. A copy of these Terms and Conditions can be provided via email on request.
The Challenge is organized by Bridgecell Limited operating as Talent-Bridge Africa, a registered limited company operating under the laws of the Government of Kenya, with main offices at Grenadier Towers, Westlands. Successful applicants will be required to enter into a binding agreement with Bridgecell operating as Talent-Bridge Africa (“we,” or “us”) and you, or, if you represent an entity or other organisation, that entity or organisation (in either case (“you” or “your”).
2. Eligibility Requirements
To be eligible, you must comply with these terms and conditions. We will, acting in our absolute discretion, use these eligibility requirements to decide which applications to accept or reject. You acknowledge and agree that the final decision of who is eligible is not open to negotiation or dispute. There is no obligation for us to review applications that do not comply with these terms and conditions.
2.1 Application Requirements
2.1.1 You must have a true innovation, solution, product, service (collectively referred to as the “Project”). This means either nothing like it in the market or significantly improves an existing solution
2.1.2 You must be able to demonstrate the impact the Project will have in either Education, Health or Agribusiness sectors
2.1.3 Your Project must be able to reach at least 20,000 people (direct and indirect users)
2.1.4. Your Project must apply technology to reach its users
2.1.5 Your Project must be self sustaining
2.1.6 You must have presence in Kenya
2.1.7 Your team must have a minimum of three and a maximum of five members registered with us. Anyone who is not registered will not be allowed to access any services provided by us during the duration of the Challenge
2.1.8 Teams with both genders represented (at least one (1) male and one (1) female will receive a higher score during the selection process
2.1.9 You may only submit one (1) application in each application round
2.2. Fund Phase Requirements
2.2.1 You must have an organisation incorporated and registered in Kenya
2.2.2 The applicant must be a director in your organisation and you must have at least one (1) full time member
2.2.3 The Project must have been taken to market for a minimum period of 4 months
2.2.4 You must clearly demonstrate through measurable indicators the Project’s current market demand and its viability to create true economic value
2.2.5 You must clearly demonstrate your experience in taking your Project through the required product development stages of prototyping, business modelling, product development and go-to-market strategies
2.2.6 You must have begun operations at least one (1) year before submitting your application for the Challenge
2.3 Build Phase Requirements
2.3.1 You must have a clearly defined idea with a well documented concept note
2.3.2 You must be available and fully committed to participate in all aspects of the Build phase and complete it within a maximum duration of six (6) months
2.3.3 Any Project not completed within the six (6) month period will be abandoned
2.3.4 You must provide a minimum of ten (10) and maximum of (20) people exclusive of your team who would be potentially direct and indirect users of your Project to test your prototype and minimum viable product
2.3.5 At least one (1) team member must be familiar with coding and cloud computing platforms
2.3.6 You must be able to meet our co-pay requirement of KES 2,900 (USD 29) per team member per month for the duration you will be participating in the Build phase. This fixed monthly fee is to help us cover the already heavily subsidised cost of the services offered to you during this phase as well as ensuring your commitment to all the activities set out
2.3.7 For any student team members, a further subsidy has been provided making the co-pay requirement for these members a total of KES 1,200 (USD 12) per team member per month
2.3.8 You must provide proof of the student status of any student team members to be eligible for the reduced fee
2.3.9 Completion of the Build phase will not be a guarantee that you will proceed to the Fund phase. We only commit to help you develop your Project to a point where it can attract investment even outside our platform
3. Funding caps
3.1 We will award up to a total of KES 1,000,000 (USD 10,000) for the Challenge. The funding levels may be varied by us in our absolute discretion. The exact amount of funding provided by us for any Project will be determined by us acting in our absolute discretion.
3.2 More than one team may qualify to receive a percentage of the total amount. The total number of teams eligible to receive a percentage of the stated amount will be determined by us in our absolute discretion.
3.3 The total funding awarded to each qualifying team will be determined at our own discretion by;
3.3.1 Our analysis of the overall costs of the relevant Project
3.3.2 The size of the Project
3.3.3 The viability of the Project to impact more than 20,000 direct and indirect users in the chosen sector
3.4 When determining the overall Project costs for the purpose of clauses 3.1, 3.2 and 3.3, any funding provided by us must entirely or predominantly be spent on eligible expenses. The extent of eligible and non-eligible expenses for each Project will be determined at our own discretion. To the extent that any non-eligible expenses are included in the use of the funding provided, this must be agreed upon by us in writing in advance.
3.5. Each Project will be provided with milestones that must be achieved before funds are released. Funds will be released either at the beginning and at the end of each milestone or as agreed upon between us and you on each Project eligible for funding.
3.6. All funding payments made are inclusive of any taxes that may be required, pursuant to local tax laws to be charged or collected by the successful applicants, as the case may be. For the avoidance of doubt, any taxes required to be paid by the successful applicants on account of the funding amount received shall be borne by and on the account of the successful applicants.
4. Application and Selection Process
4.1 The application stage and indicative application timeline (including timeframes for decision making) will be set out on our website at build.talent-bridge.africa. We may add further application stages or withdraw stages and amend all indicative timelines at our absolute discretion.
4.2. We may require additional information from you to properly assess your application. Should this be the case, we will contact you using the contact details provided by you to request;
4.2.1 A meeting to discuss your application and/or
4.2.2 That you provide further supporting documentation
If unable to comply with such requests within the reasonable timeframe requested by us, your application will be rejected.
4.3. We will contact both successful and unsuccessful applicants at the email address provided by you in the application form. We will not be obliged to provide feedback to unsuccessful applications but may do so (in our absolute discretion) where we deem appropriate. Where feedback for unsuccessful applications has been provided, we will also advise on how to participate in consecutive application rounds.
4.4. Applications may be submitted until the closing date for the relevant application window. Applications submitted after this deadline will be rejected and should be resubmitted in the next application round. We will not be responsible for any late, lost, incomplete, corrupted, damaged or otherwise illegible applications and such applications will be void.
4.5. Applications must be submitted in English and through the web form on https://bit.ly/36orrwY if we are able to accept applications in another language in the future we will update these terms and conditions accordingly.
4.6. We may (in our absolute discretion) reject any application where we believe that we are prohibited from working with any relevant applicant or team member. We reserve the right to screen each applicant against any applicable government sanctions list in order to verify eligibility and, by making this application, you may agree that we do so.
4.7. We may (in our absolute discretion) withdraw our offer to you if either;
4.7.1 We do not receive a response from you within thirty (30) days of us making an offer of funding to you, or
4.7.2 You have falsified any information provided during the application and selection stages
5. Selection Criteria
5.1. Projects will be evaluated against these main criteria;
5.1.1 Impact on the selected sector’s ecosystem
5.1.3 Use of technology
5.1.5 Knowledge sharing
5.2. Impact on the selected sector’s ecosystem assesses how much the Project addresses opportunities in the selected sector or the improvement of existing business models. Selected projects will;
5.2.1 Be focused on a particular area of opportunity and improvement rather than a broad agenda
5.2.2 Demonstrate the potential for a significant impact on the community directly affected by the issue addressed and the economic sustainability of the selected sector’s ecosystem
5.2.3 Be collaborative with other industry players within the sector
5.3. Innovation assesses the degree to which the Project is a true innovation meaning;
5.3.1 There is nothing else like it existing in the selected sector’s ecosystem
5.3.2 It significantly improves a solution already existing in the selected sector’s ecosystem
5.3.3 Be transformative to the selected sector’s ecosystem
5.4. Use of technology assesses the degree to which technology plays a central role in the delivery of the product or service to the intended end user.
5.5. Feasibility assesses the Project’s likelihood of success and economic sustainability at go to market for Build phase applications and after the funding period for Fund phase applications. Selected projects will;
5.5.1 Have a solid Business Model or clearly outline key performance indicators and metrics
5.5.2 Set out key risks and how to mitigate them, and
5.5.3 Reflect a Project positioned for successful execution
5.6. Knowledge sharing assesses the degrees to which the Project will contribute the sharing of knowledge within the sector’s ecosystem and the development of the same ecosystem. Selected projects will:
5.6.1 Be designed to share learnings broadly including and not limited to the public and private sectors, NGOs, institutions of higher learning, and
5.6.2 Be able to contribute to the selected sector’s broader ecosystem
5.7. Projects that have previously secured funding from other sources are welcome. Such funding may help demonstrate early interest in a Project’s innovative nature.
5.8. Selection of the successful Projects will be at our own absolute discretion. We do not guarantee that any application will be successful.
5.9. We reserve the right to refuse funding and or entry into the Build phase for any Project we determine;
5.9.1 In our absolute discretion, contains elements that may be offensive or threatening to the selected sector’s ecosystem
5.9.2 Does not benefit the selected sector’s ecosystem in any economically sustainable manner
5.9.3 Does not demonstrate its ability to be self sustainable
5.10. We intend to publicise our activities in relation to the BUILD Challenge (whether to publicise our initiatives at Bridgecell or any of our affiliates, or our other activities more generally), including by publicising which Projects and applicants we have selected to our Fund or Build phases. You agree that it is a condition of your application that we may publicise, including at events, in speeches, in our company reports, through social media, and in any medium online or offline;
5.10.1 Aggregated data showing how our Projects have been selected and either funded or built including by project type, industry sector and location
5.10.2 Project-specific information including the names and locations of applicants, the funds awarded, the assistance provided in our Build phase and description of the Project and/or the Project title
You agree that it is a condition of your application that we may or request you to keep a video or written record of your activities directly related to the Project during the duration of either the Build or Fund phases and that we may publicise such recordings through social media and in any medium online or offline. You grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid-up and royalty-free license to use your trade names, trademarks, logos and other distinctive brand features for this purpose. We will aim to inform you in advance of any such publication.
6. Intellectual Property Rights
6.1. Except as expressly provided herein, as between you and us, you retain ownership of your intellectual property rights in and to your application and any subsequent information or materials provided to us by you or on your behalf as part of the application process (collectively, “Application Materials” ). Nothing in these terms and conditions or the Funding Agreement grants you or any project personnel or collaborator (or their or your affiliates) any rights to or interest in any intellectual property rights of Bridgecell or its affiliates.
6.2. You agree that any Application Materials provided to us by you or on your behalf may be used by us and our affiliates in accordance with these terms and conditions, including :
6.2.1 To assess your application
6.2.2 If your application is successful, to provide funding under the Funding Agreement or to provide services in the Build phase
6.2.3 In any publicity in accordance with clause 5.10
6.2.4 To otherwise perform our rights and obligations under these terms and conditions (including to assess your ongoing compliance with these terms and conditions).
We will not use your Application Materials in any other way without your express permission. You warrant that;
6.2.5 You have obtained and will maintain all necessary agreements, releases, licences, and approvals, including from any Project personnel and collaborators (and including, where appropriate, a waiver of any relevant ‘moral rights)’, to execute the project and to disclose the Application Materials to us for the purposes set out in these terms and conditions, and
6.2.6 The execution of the Project and provision of the Application Materials to us will not infringe any third party rights (including intellectual property rights) or put you in breach of any confidentiality obligations.
6.3. Notwithstanding clauses 6.1 and 6.2, you acknowledge that Bridgecell, its affiliates, and its and their directors, officers, employees and contractors (including members of the BUILD Challenge Project Teams and Jury) may independently;
6.3.1 Create, develop or purchase products, services, information or materials, or
6.3.2 Work on, sponsor or commission projects, related to or similar to the subject matter of your application.
6.4. You agree to indemnify Bridgecell, its affiliates, and its and their directors, officers, employees, contractors (including members of the BUILD Challenge Project Teams and Jury) and users against any liabilities, costs, claims, losses, damages or expenses (including reasonable legal fees) suffered or incurred in relation to a claim from a third party that your application or the use or reproduction of any Application Materials (including in any publicity as anticipated herein) infringes or misappropriate any third party rights (including intellectual property rights).
6.5. Notwithstanding the generality of clause 11.14 and without prejudice to the limitations set out at clause 8 , you agree that your sole remedy for any (actual or alleged) infringement or misuse of intellectual property rights related to information provided to us by you, or on your behalf, in relation to these terms and conditions (whether through your application or otherwise) (in each case an "IP Claim"), shall be a claim for breach of contract under these terms and conditions in the Kenyan courts . You agree that you will not (and you will procure that any project personnel and collaborators, and their and your affiliates will not) bring any IP Claim in any other forum.
6.6. You acknowledge and agree that the restriction on your remedies under clause 6.5 is reasonable and necessary in order to allow us to receive information from entities that may not be our approved and vetted suppliers or partners. Without such restriction, our ability to engage with such entities and operate the BUILD Challenge efficiently would be severely restricted.
7.1. For the purposes of this clause;
7.1.1 “Confidential Information” means information disclosed by (or on behalf of) one party to the other party under these terms and conditions, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the recipient by a third party without confidentiality obligations, and
7.1.2 “Business Sensitive Information” means Confidential Information relating to you, any collaborator or any other third party that is highly sensitive such that disclosure to a competitor would cause substantial harm to you (or your collaborator or other third party).
7.2. The recipient of Confidential Information will not disclose that Confidential Information, except to affiliates, employees, contractors (including members of the BUILD Challenge Project Teams and Jury), agents, professional advisors, project personnel and collaborators ( “Delegates” ) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under these terms and conditions or otherwise with the express permission of the disclosing party. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice if permitted by law. The recipient may also disclose Confidential Information during the course of litigation, so long as the disclosure is restricted in the same manner as is the confidential information of other litigating parties .
7.3. You agree that you should not need to disclose Business Sensitive Information to us in connection with these terms and conditions. If you wish to disclose Business Sensitive Information to us then you must first notify us in writing and such disclosure may only take place with our prior written consent and in accordance with our reasonable directions. You will keep any disclosure of such information to a minimum and label such information as being "Highly Confidential" at the time of disclosure.
8. Limitation of Liability
8.1. In this clause 8, “liable” and “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
8.2. Subject to clause 8.5 we will not be liable under these terms and conditions for any special, indirect or consequential losses suffered or incurred by you or any third party (including in relation to the rejection of your application or otherwise arising in connection with the application and selection process), whether or not such losses were within the contemplation of the parties at the date of these terms and conditions.
8.3. Any analysis, criticism, ideas, statements or other comments that are provided by us or by the BUILD Challenge Project Teams or Jury members about the Project or its development are not intended to be specific advice or recommendations about the development of the Project, your business, any third party’s business or otherwise and should not be treated as such. We will not be liable to you or any third party for any reliance that you or any third party place upon, or actions that you or any third party take as a result of, any such analysis, criticism, ideas, statements or other comments.
8.4. Nothing in these terms and conditions will exclude or limit either party’s liability for;
8.4.1 Death or personal injury caused by the negligence of that party or its servants, agents or employees
8.4.2 Fraud or fraudulent misrepresentation
8.4.3 Your obligations in relation to the indemnity at clause 6.4
8.4.4 Your obligations in relation to clause 6.5
8.4.5 Breach by you of clause 9.1, or
8.4.6 Any other liability that cannot be excluded or limited under applicable law.
9.1. The provisions of this clause 9 will only apply to the extent that either party discloses any personal data (as defined by the Kenya Data Protection Act 2019) to the other in connection with these terms and conditions.
9.2. Independent Controllers . Each party;
9.2.1 An independent controller of personal data under applicable data protection legislation,
9.2.2 Will individually determine the purposes and means of its processing of personal data, and
9.2.3 Will comply with the obligations applicable to it under the data protection legislation with respect to the processing of personal data.
9.3. Consent. You warrant and undertake that you will obtain the appropriate consents from the relevant data subjects to allow Bridgecell to use such personal data for the purposes of processing your application in compliance with applicable data protection laws.
10. Right to Cancel, Modify or Disqualify
10.1. We reserve the right in our absolute discretion to cancel, terminate, modify or suspend the BUILD Challenge or cancel or amend the terms of the application process at any time including;
10.1.1 If the Challenge is not capable of running as planned, for example because of tampering, unauthorized intervention, fraud, technical failures, printing errors, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the BUILD Challenge, and
10.1.2 In the event of circumstances beyond Bridgecell's reasonable control.
10.2. We reserve the right in our absolute discretion to disqualify and/or refuse further applications from any applicant;
10.2.1 Who tampers with the application process or any other part of the BUILD Challenge or the BUILD Challenge website,
10.2.2 Who submits harmful or abusive material (including any virus or malicious code) to Bridgecell or any Bridgecell director, officer, employee or contractor (including via the BUILD Challenge email alias), or
10.2.3 Whose conduct is contrary to the spirit of these terms and conditions or the intention of the BUILD Challenge. We may declare as void any or all applications based on such conduct and we reserve the right to seek damages to the fullest extent of the applicable law.
11.1. We assume no responsibility for any unsuccessful applications or for any claims, demands or proceedings against you or any third party regarding the content of your application or project.
11.2. If any of the details set out on your application form change after your application form has been submitted (including if you experience a change of control, for example through a stock purchase or sale, merger, or other form of corporate transaction) then you must, within 30 days of such change, notify us at firstname.lastname@example.org. We reserve the right to require you to resubmit your application in the next application round if, in our absolute discretion, we consider that you have made a significant change to your application request.
11.3. Except to its affiliates, neither party may assign any part of these terms and conditions without the written consent of the other.
11.4. Bridgecell may use its affiliates, consultants, and contractors in connection with the performance of its obligations and exercise of its rights under these terms and conditions, provided that those parties are subject to the same obligations as Bridgecell.
11.5. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
11.6. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these terms and conditions.
11.7. These terms and conditions do not create any agency, partnership or joint venture between the parties or between Bridgecell and any collaborator or project personnel.
11.8. These terms and conditions do not confer any benefits on any third party unless they expressly stated otherwise.
11.9. Subject to clause 8.4 a, these terms and conditions set out all terms agreed between the parties and supersede all other agreements between the parties relating to the subject matter of these terms and conditions. In entering into these terms and conditions neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these terms and conditions.
11.10. If any term (or part of a term) of these terms and conditions is invalid, illegal or unenforceable, the rest of these terms will remain in effect.
11.11. Unless otherwise agreed with Bridgcell, all funding shall either be paid in Kenya Shilling (KES) or in US Dollar (USD) and shall be payable only to a bank account in the name of the applicant or Lead Applicant which is capable of receiving payments in KES or USD. Expenses related to the receipt of funding (including bank charges and currency exchange fees) shall not be reimbursed by Bridgecell.
11.12. You will make commercially reasonable and good faith efforts to comply with our due diligence process if so requested, including by providing requested information.
11.13. If these terms and conditions are translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.
11.14. If your organization is incorporated and registered in any country other than Kenya, ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY KENYAN LAW, AND WILL BE LITIGATED EXCLUSIVELY IN THE STATE COURTS OF KENYA. YOU MUST ALSO HAVE A LEGAL ENTITY REGISTERED IN KENYA WHETHER AS A SUBSIDY OR AS A BRANCH.
11.14.1 The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the Nairobi Centre for International Arbitration (NCIA) according to the Arbitration Act 2009.
11.14.2 The parties will mutually select one arbitrator. The arbitration will be conducted in English in Nairobi. Kenya.
11.14.2 Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement. Subject to the confidentiality requirements in Subsection (e), either party may petition any competent court to issue any order necessary to protect that party's rights or property. This petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Kenya are competent to grant any order under this Subsection (c).
11.14.3 The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
11.14.4 Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under this Agreement's confidentiality section, including;
18.104.22.168 the existence of,
22.214.171.124 any information disclosed during, and
126.96.36.199 any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (e) to a competent court as may be necessary to file any order under Subsection (c) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
11.14.5 The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Arbitration Act 2009. . In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.