CODE OF CONDUCT & TERMS OF USE
I. Introduction
This Code of Conduct and Terms of Use (collectively referred to as the "Code") will apply to each person ("Subscriber") who wishes to use the Seed Capital Investment Website (the "Website") and/or use the Template Documents created and made available on the Website by Seed Capital Investment Services Limited ("the Website Owner").
The Website provides Template Documents for use by Subscribers. Template Documents enable Subscribers to set out details of their inventions, business ideas or commercial projects which require investment. The Website Owner has used its skill and expertise to create Template Documents to enable the Subscriber to set down detailed information relating to the Subscribers' business, goods, services, skills, resources, inventions, requirements etc. Template Documents may be completed and submitted for a fee. Template Documents are then made available to view by a group of potential investors, who have all agreed to comply with formal non-disclosure agreements with the Website Owner ("Investors"). Completed Business Plans are selected by the Website Owner for display on the Website for a period of up to 12 months or until funding is received, whichever is earlier. Business Summaries may be displayed without an accompanying Business Plan for up to 3 months.
Each Subscriber must comply and adhere to this Code in order to access and use the Website or any of the Template Documents or submit a Summary and Business Plan and to meet Investors.
The Subscriber agrees to pay a fee to the Website Owner as they submit their business summaries and business plan.
In order to use and participate in this Website, all Subscribers must accept this Code by clicking the "I accept" button. Upon such acceptance, each Subscriber will be given a unique login ID which will, for the purpose of security, be monitored and tracked by the Website Owner.
Seed Capital Investment Ltd. does NOT offer any investment advice or recommendations to Investors and people seeking investment opportunities through our website.
Seed Capital Investment does NOT facilitate NOR take part in any financial negotiations between Investors, Sellers, Buyers and Entrepreneurs.
Seed Capital Investment does NOT guarantee funding for business plans submitted through our website.
II. The Code
1. Basic Requirements
Each Subscriber and any Template Documents must comply with the following basic standards:
(a) All information and activities must be legal, decent and honest (in terms of English and English and Kenyan law and standards);
(b) Data protection legislation within English and Kenyan law must be adhered to in order that the collection of personal information is not traded or disclosed illegally;
(c) Distance selling requirements must be complied with as laid down in English and Kenyan law;
(d) Other applicable Trading Standards; Telecommunications or other relevant Guidelines; other English and Kenyan laws and regulations (including but not limited to the laws of defamation, the law relating to intellectual property rights) must not be infringed (as the same are created or amended from time to time).
The Website Owner reserves the right to withdraw from display, or refuse to display any Template Document which fails to adhere to the Code or in its absolute discretion may lead to the Website or the Website Owners being brought into disrepute.
The Website Owner reserves the right to terminate access to the Website to any Subscriber it reasonably believes has or intends to breach the Code.
2. Specific Responsibilities of Subscribers
(a) In order to obtain login to the Website and gain access to Template Documents the Subscriber agrees to provide accurate, complete personal information as requested. It is the responsibility of the Subscriber to provide updated personal information so that they may be contacted regarding changes to the service or events. The Website Owners privacy policy relating to use of personal information is set out clearly on the Website.
(b) Each Subscriber is solely responsible for the accuracy, legality, currency and compliance of its Template Documents and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein. The Subscriber shall certify that the Template Document fairly and accurately reflects their invention, business idea or commercial project and is not illegal, immoral or indecent; is not false or misleading and does not infringe third party rights.
(c) The Website Login may only be used by the designated Subscriber, shared access is not permitted. Subscribers may not assign or transfer their subscription.
(d) None of the Website content, Template Documents submitted by other Subscribers, or material posted on the Website by other Subscribers, may be used, downloaded, stored, sold, distributed or dealt with without the prior written consent of the Website Owner. The Website Owner's trading name "Seed Capital Investment" is a registered company and its use, and that of any pictorial device used by the Website Owner in its marketing and promotional materials, by Subscribers, is prohibited unless express prior written consent has been obtained. The Website content supplied by the Website Owner and the pro-forma Template Documents are copyright to the Website Owner and will be protected to their fullest extent under English and Kenyan law. All copyright notices must be faithfully reproduced on all copies of the Template Documents. Intellectual Property Rights in the content of completed Template Documents shall vest in the submitting Subscriber, subject to the license granted under condition (m) below.
(e) Access to the Website is provided subject to the condition that there is no abuse or fraudulent use thereof by Subscribers. It is not permitted to re-arrange, tamper with or make any connection to the Website by any trick, scheme, false representation or other fraudulent means.
(f) Each Subscriber is solely responsible for maintaining the confidentiality of its unique login ID, and for its use. As traffic on this Website is monitored, evidence of use of the login ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to the same. The Website Owner shall not be responsible for any loss or damage incurred through the loss or misuse of the Subscriber login ID.
(g) Subscribers acknowledge that the Internet is not a secure medium and the Website Owner cannot guarantee the security of the Website against hackers or virus contamination. The Website Owner cannot guarantee the privacy or security of any Template Document or Business Plan submitted.
(h) Any material submitted by the Subscriber may not incite violence, sadism, cruelty or racial hatred, facilitate prostitution or pedophilia, be pornographic or obscene, indecent, abusive, offensive or menacing.
(i) Subscribers hereby undertake not to introduce any virus, worm, Trojan horse, cancelbot or other destructive or contaminating program to the Website or instruct or advise any other party how to do so, not to invade the privacy of other Subscribers or collect or transfer any personal data regarding Subscribers without their express consent.
(j) When providing payment or credit card information the Subscriber shall ensure that the same is accurate, complete, up-to-date and that the Subscriber has authority to provide such information.
(k) Where Subscribers collaborate with Investors or anyone else other than the Website Owner as a result of use of this Website, they do so as independent contracting parties. Subscribers acknowledge that the Website Owner will not in any way be construed as a party to such collaboration nor be liable nor responsible in any way for the dealings of such collaboration or the parties to such collaboration.
(l) The Subscriber shall pay all fees due promptly on request, access to the Template Documents and permission to submit a Business Plan shall be restricted unless payment of the appropriate fee has been met in full. Fees are subject to VAT (where applicable). Fees are not refundable in any circumstances.
(m) The Subscriber hereby grants to the Website Owner a royalty-free, non-exclusive, worldwide, right title and license to use, distribute, modify, adapt and display the Template Documents such as the Summary and Business Plan and any other written documents or materials submitted by the Subscriber for the purposes set out in this Code. Such use includes, but is not limited to, the display of the Template Documents (or any part thereof) to Investors. The Subscriber hereby confirms that it has all requisite authority and third party permissions to provide this grant. The Website Owner reserves the right to display on the publicly available areas of the Website, specially edited success story information about successful Subscribers for the sole purpose of marketing the Website and its use. Subscribers may choose to opt in to additional forms of marketing such as Magazines or broadcast media. The Subscriber grants to the Website Owner the right to allow potential investor to directly contact the Subscriber in regards to the submitted business plans.
(n) The Subscriber accepts full responsibility for compliance with applicable laws relating to (among other things) regulated investment activity when submitting any Template Document or Business Plan to the Website Owner or to any Investor. Subscribers are advised to seek appropriate professional advice.
(o) Subscribers hereby appoint the Website Owner as an agent for providing a facility to show their commercial projects to potential investors from the date of accepting this Code for as long as the project is displayed on the website.
(p) Subscribers shall pay a fee to the Website Owner as outlined in the payment schemes as a result of membership during the period that the project is displayed.
(q) The Subscriber that originally agrees to this Code is liable for all the fees agreed to under the Code. If the Subscriber changes legal identity after accepting the Code, for example, from an individual to a company, or other legal entity, the original Subscriber is still liable for payment of the fees, even though the original Subscriber is now identifiable as a company or business or other legal entity with a company or business name which is not the same name as the original Subscriber.
3. Responsibilities of the Website Owner
(a) Upon receipt of personal information, including but not limited to verifiable name and address, from the Subscriber the Website Owner will enable each Subscriber to login to the Website. The Website Owner will protect and restrict use of personal information in accordance with its privacy policy. The Website Owner may send out information by email from time to time. The Website Owner may be required to disclose personal information in order to comply with its legal obligations.
(b) The Website Owner will manage the Website and enable the receipt of completed Template Documents and submission of Business Plans in accordance with the Code.
(c) The Website Owner will enable approved Template Documents to be made available for viewing by Investors, who have entered into appropriate non-disclosure agreements.
(d) The Website Owner does not screen, evaluate or scrutinize the Template Documents and does not broker or arrange any collaboration between the Subscribers and Investors.
(e) The Website Owner does not provide any financial or investment advice. The Website Owner does not arrange collaborations, deals or investments. None of the activities undertaken by the Website Owner amounts to invitations or inducements to engage in investment activities.
(f) The Website Owner shall have the right, at their sole discretion to refuse or remove Template Documents.
(g) The Website Owner may preserve Template Documents and may disclose them other than to Investors if required to do so by law or other competent authority or in the reasonable belief that such preservation or disclosure is necessary to comply with English and Kenyan law, in compliance with the Code or to protect the rights or property of itself and its business or of others.
(h) The Website Owner is responsible for administering any issues arising from Subscribers use of the Website under the Complaints and Sanctions Procedure specified in Section 4 below.
(i) To the best of the knowledge and belief of the Website Owner, the Website Owner in providing the Website is not making and does not intend to make regulated financial promotions for the purposes of applicable financial services legislation, but no representation or warranty is made to that effect and the attention of Subscribers is drawn to paragraph 2 (n) of the Code.
4. Complaints and Sanctions Procedure
(a) The Website is a facility for Subscribers only and any complaint by a Subscriber must be referred to the Website Owner, who shall have all the powers of an arbiter.
(b) The Website Owner will deal with issues raised expeditiously and where necessary, call upon evidence.
(c) Sanctions available to the Website Owner will include the following:
(i) Removing access to the Website from Subscribers;
(ii) Referring the matter to the appropriate law enforcement agency, where the issue is of a criminal or illegal nature;
(iv) Referring the matter to a court of competent jurisdiction if the issue necessitates the same (e.g requires an injunction, seizure or similar judicial measure).
5. Indemnity and Waiver
(a) The Website Owner does not warrant that access to the Website by Subscribers will be free from risk of virus or other contamination to the Subscriber's computer equipment. Use of the Website is at the sole risk of the Subscriber and any downloading of material from the Website is at the Subscriber's sole discretion and risk. Any damage or loss to the Subscriber's computer system by such activity shall be entirely at the risk of the Subscriber. Access to the Website may be restricted or prevented during periods of repair, maintenance or restructuring. It is the responsibility of the Subscriber to supply and maintain its own equipment necessary to access the Website and to meet any telephony or other costs associated therewith.
(b) Each Subscriber agrees to indemnify and keep indemnified the Website Owner, their successors and assigns, and each of their respective directors, officers, employees and agents (collectively "Website Owner") from and against any and all liability, damages, losses (including loss of profit, loss of goodwill or other consequential losses), claims ( including reasonable legal fees) resulting in any way from its use of the Website or from any Template Documents or Business Plans submitted or materials otherwise posted on the Website by the Subscriber; from contravention of the Code; or from any other matter relating to its participation herein including but not limited to use of any information contained on the Website, or arising from any introduction or collaboration resulting from use of the Website, or otherwise arising from the Subscriber's use of the Website.
(c) Each Subscriber waives any right to bring any claim or action against the Website Owners for any loss, damage or injury arising from i) use of the Website, or ii) submission of Template Documents, or iii) otherwise arising from any of the terms of this Code.
(d) The Website is intended for the use by persons wishing to invest in Kenya and may reside in any part of the world. Persons from outside Kenya may only use the services provided by this Website if they are satisfied they may do so under local laws and regulations. Only persons over the age of 18 years may become Subscribers.
6. Exclusion of Warranties and Liability