FREE ELECTRONS
Free Electrons | Terms and Conditions
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Terms and Conditions

FREE ELECTRONS PROGRAM

TERMS & CONDITIONS OF APPLICATION AND PARTICIPATION

 

When you submit your application form to participate in the Free Electrons Program, you agree to the following terms and conditions (Terms and Conditions) in relation to your application for, and if selected, participation in, the Program.

 

SECTION ONE – CONDITIONS OF APPLICATION

 

Eligibility Criteria

In order to be eligible to apply for the Program your start-up must:

  • Be incorporated (in any country), and provide proof of that registration if requested by the Program Members;
  • Offer a product or service solution in at least one of the following recruitment categories:
    • Clean Energy
    • Smart grids
    • Energy efficiency
    • E-mobility
    • Energy management
    • Customer experience
    • IoT and digitization
    • Business model innovation
    • Energy access

Note that start-ups with business models that are based solely on consulting are ineligible to participate.

  • Have at least four full-time employees or the equivalent thereof (consultants do not qualify as employees or the equivalent of employees).

 

Selection in the Program and Indicative Schedule

Applications meeting the minimum criteria outlined in these terms and conditions will be reviewed by Program Members for potential participation in the Program.  Program Members will contact start-ups if more information or clarifications are needed about their application materials at any stage during the selection process. 60 start-ups will be selected as pre-finalists. Of those 60 pre-finalists, 30 will be selected to take part in a short video interview. Based on application materials and the video interview, 12 start-ups will be selected by the Program Members for participation in the Program.

 

The decision of the Program Members on the successful applicants is final and at the sole discretion of the Program Members.

 

The indicative schedule for application and selection process is as follows:

 

Applications open – 9 January 2017

Application deadline – 11:59pm 28 February 2017

Pre-finalists notice of selection date – 22 March 2017

Short list notice of selection date – Late March 2017

Successful applicants notified – 1 April 2017
All references to time in these Terms and Conditions are to Pacific Standard Time.

 

Application Submission and Closing Time

Your application must be submitted electronically via the application form at http://www.freelectrons.co before the closing time for Applications.  The Program Members may, in our sole discretion, consider an application submitted after the Application closing time, but we have no obligation to do so.

 

Selection Criteria and Evaluation

The criteria used, and how the criteria will be applied, will be decided by Program Members at their sole discretion, but it may include our assessment of your startup’s:

  • Development Stage – pilot project ready, but also early enough to benefit from the Program, have internal resources and flexibility to support pilot project (possibly international);
  • Market Size – large addressable market to facilitate significant sales growth (minimum $1 billion USD);
  • Quality Management – credible team, relevant qualifications/experience;
  • Elegant Solution – clearly innovative or disruptive, differentiated from existing solutions, scalable, exhibits sustainable competitive advantage potential;
  • Business Plan – viable business model based on credit commercial and economic assumptions; and
  • Positive social/environment impact in one of the recruitment categories referred to above.

 

Preparation of Application

The preparation of your application, and any risk or cost you incur in doing so, is your responsibility.  Costs you incur at this stage cannot be attributed to Program Members.

 

Conflict of Interest

You must identify and notify us of any actual, potential or perceived conflict of interest that you have in relation to this application or your participation in the Program.  If you fail to notify us, or you are unable or unwilling to resolve the conflict as required by us, your application may be excluded from further consideration.

 

Confidentiality

You agree to provide us with information about your assets, business or other affairs for the purpose of or in connection with:

  • applying to participate in the Program;
  • allowing us to consider your application;
  • your participation in the Program; and
  • allowing one or more Program Members to identify and commence separate discussions about potential commercial or legal relationships between your start-up and the Program Member (Agreed Purpose).

 

The Program Members each agree to keep all information you provide to us for the Agreed Purpose (Confidential Information) secret and confidential and will not disclose the Confidential Information to any person without your prior consent or as otherwise expressly permitted in these Terms and Conditions.  The Program Members each agree to use the Confidential Information only for the Agreed Purpose, unless you give us prior consent or it is otherwise expressly permitted in these Terms and Conditions.

 

This undertaking of confidentiality does not apply to Confidential Information:

  • which was known by the receiving party prior to the other providing the Confidential Information;
  • which is or becomes available to the public (other than by unlawful means);
  • which becomes available (other than by unlawful means) from a source other than the disclosing party and that source is under no obligation to the disclosing party to maintain the Confidential Information in confidence; or
  • which is required to be disclosed by the receiving party by rule or law or by regulation of a Stock Exchange which has authority over a Program Member or affiliate.

 

You acknowledge that the Program Members may disclose the Confidential Information to their affiliates and to their, and their affiliates’, respective directors, employees and advisors for the Agreed Purpose, provided that such persons have first been made aware of the confidential nature of the Confidential Information and have agreed to comply with this confidentiality undertaking.

 

The obligations of confidentiality will continue for a period of 3 years from the closing time of applications.

 

Ownership and use of applications

You grant each Program Member a license to use all material contained in your application for the purposes of:
  • evaluating and clarifying your application;
  • if selected, your participation in the Program; and
  • a Program Member considering potential commerical or legal relationships between your start-up and the Program Member outside the scope of the Program.

 

Intellectual Property Rights

By participating in the Program, the Participant confirms that the product or service solution is their own work and does not infringe or violate the rights of any third party, including but not limited to intellectual property rights.

 

You acknowledge that the management and protection of your intellectual property is your sole responsibility, both during the application phase and if selected as a Participant, during your participation in the Program.

Misleading Claims, Improper Assistance and Anti-Competitive Conduct

In preparing your application and participating in the selection process you must not:

  • make any false or misleading claims, statements or other representations;
  • engage in any collusion, anti-competitive conduct or any other similar conduct with any other person;
  • use the improper assistance of any Program Member employee, or any improperly obtained information; or
  • violate any applicable laws regarding the offering of inducements.

The prohibitions stated above also apply to Participants’ conduct during the Program.

 

Program Member Rights

The Program Members reserve the right at any time and for any reason to do any of the following:

  • suspend, vary, amend or cease to proceed with the Program selection process or Program;
  • vary or amend the application form or evaluation criteria;
  • consider and accept or reject any application that is non-conforming or received after the closing time for Applications;
  • vary or extend any time or date relevant to the selection process or Program;
  • call for new applications;
  • terminate participation in the selection process by any start-up;
  • allow any applicant to change its application;
  • publish or disclose your company name, logo and brief description of your start-up and activities, whether successful or unsuccessful; or
  • take such other action that we, at our sole discretion, consider appropriate.

 

Any time or date in these Terms and Conditions is for our sole convenience and does not create an obligation on us to take any action by such time or date.

 

SECTION TWO: CONDITIONS OF PARTICIPATION IN THE PROGRAM 

 

Benefits for successful applicants

Participants will be able to partake in the Program subsequent to these Terms and Conditions.  The Program itself consists of 3 modules and it is intended that they will take place in Silicon Valley, Lisbon and Dublin, and Singapore.  The Program will pay for the flights, accommodation and standard meals for 2 employees from each Participant to attend each module.  Participants will fly in economy class and stay in modestly priced hotels which are approved by the Program Members for the duration of the module.  Participants must pay for any other costs or expenses incurred.  A cap on travel costs funded by the Program may be imposed and if so you will be given prior notice.

 

Some Participants may be awarded prizes during the Program, at the discretion of the Program Members.  Any such prizes may be in the form of grants to be used for particular purposes.

 

Module 2: Dublin – “Best Elevator Pitch”

Award: $25,000

Description: Twelve startups will compete for $25,000 for the “Best Elevator Pitch” in front of a panel of judges.

Module 3: Singapore – “Free Electrons World’s Best Energy Startup”

Award: $175,000

Description: Twelve startups will be evaluated on their performance over the three modules by the utility partners for the “Free Electrons World’s Best Energy Startup” award worth $175,000 in cash (paid by check).

During or after the end of the Program, you may receive the opportunity to engage in a pilot project and/or receive strategic investment by one or more of the Program Members; however, such opportunities are not guaranteed.  Any commercial relationships or opportunities you are offered are subject to separate negotiations and agreements with the relevant Program Member and do not form part of the Program.

 

Participation in the Program

If you are selected to participate in the Program your start-up must:

  • commit two employees to attend each module of the Program. One of the two employees should be the Chief Technology Officer (or equivalent) (CTO) to maximize the benefit to Program Members and the Participant. If Participants are unable to attend each module with two employees they may forfeit their place in the Program;
  • give consent for your business, company name, logo and brand as well any media collected during the program, including but not limited to photos, videos and recordings, to be associated with this Program and used by Program Members to promote the Program or themselves;
  • obtain written consent of the Program Managers prior to issuing any press releases relating to the Program, which approval shall not be unreasonably withheld;
  • share requested information about your company and products with all Program Members. Confidential Information will be subject to the confidentiality undertakings in section one;
  • commit to scheduling and attending periodic inter-module calls with start-up peer Participants in the Program and with start-up mentors (Program Members and potentially external) in the Program;
  • actively participate in each module and inter-module discussions;
  • participate in a Program evaluation after completion of the 3rd module in Singapore; and
  • provide to all Program Members the details of any relationships with individual Program Members as a result of the Program and, subject to the terms and conditions of your (if any) separate negotiations or agreements with those individual Program Members, the output and results of such relationships. This information is to be provided during and after the Program at the request of the Program Managers.

 

Termination and variations

The Program Members reserve the right to terminate a Participant’s involvement in the Program at their sole discretion if:

  • the Participant breaches these Terms and Conditions; or
  • if the Participant’s employee(s), officers or advisors engage in inappropriate (as determined by Program Members) or illegal behaviour or are disruptive to overall group cohesion.

Participants will be given prior notice before they are terminated from the Program.

 

Program Members may also terminate or make charges to the Program, in each case for any reason at any time.  Participants will be given notice of such termination or changes.

 

Acknowledgment,  waiver, indemnity and warranty

Participants acknowledge that their participation in the Program is at their sole risk.  Participants may withdraw from the Program at any time or make alternative arrangements for travel, accommodation or meals (at their own cost).  Program Members will have no liability to Participants or any of their respective affiliates, employees, officers, or advisors for any loss or damage arising in connection with the Program, including personal injury, however arising, including negligence, property damage or economic loss (except in relation to a breach of the confidentiality undertaking in section one).  Participants must not make a claim against any Program Member for any such loss or damage and will continually indemnify, hold harmless and release, the Program Members from and against any such claim, loss or damage.

 

Each Participant further acknowledges, agrees, warrants and represents that:

  • by accepting these Terms and Conditions, you accept that all application decisions made by the Program Members are final and that you will not challenge the outcome in public or otherwise;
  • to the best of the Participant’s knowledge and belief, no claim is being asserted and no proceeding is presently in progress, pending or being threatened against the Participant or any of its assets, and that it is not in default in relation to any contractual obligation, nor has the Participant done or omitted to do anything that could materially and adversely affect its position as a going business concern. The Participant has also not filed for nor is facing proceedings for winding up business or for dissolution, insolvency, bankruptcy, or the appointment of a receiver, liquidator, administrator or similar officer in relation to any of the Participant’s assets or revenue;
  • the Participant will immediately notify the Program Managers in writing when: (i) the Participant undertakes or commences any action or files any documents for its dissolution; applies for insolvency or bankruptcy, (ii) the Participant is administratively or judicially declared insolvent or bankrupt; placed under receivership, administration, rehabilitation or liquidation;
  • The Participant has full capacity, authority and relevant consents to execute and perform the obligations under these Terms and Conditions.

 

 

SECTION THREE: DEFINITIONS AND INTERPRETATION

 

Definitions

Unless the context requires otherwise, the following terms have the following meaning in these Terms and Conditions:

Participant means a start-up who has been selected by the Program Managers to participate in the Program.

Program, Free Electrons Program or FE means the Free Electrons international accelerator program more fully described at http://www.freelectrons.co.

Program Managers mean:

  • New Energy Nexus, a program of the California Clean Energy Fund; and
  • swissnex San Francisco.

Program Members mean:

  • California Clean Energy Fund;
  • Dubai Electricity and Water Authority;
  • EDP Inovação S.A.;
  • ESB Ireland;
  • Geomatic Technologies Pty Ltd, trading as AusNet Services;
  • Innogy New Ventures;
  • Origin Energy;
  • Singapore Power International;
  • swissnex San Francisco; and
  • Tokyo Electric Power Company Holdings.

Program Members may be described as us, we, or our throughout these Terms and Conditions.

You or your means an applicant or, after selection, a Participant.

 

 

 

 

 

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