1.1 In these Terms, unless the context requires otherwise, the following words shall have the following meanings:-
a Commercial Challenge or a Social Challenge;
a Member posting a Challenge on the Solverboard Platform;
documentation posted by a Challenger on the Solverboard Platform which seeks solutions to business issues, in a format and with content compliant with the Submission Guidelines, constituting an invitation to provide Solutions;
means any response to a Social Challenge that is made by a Member on the Solverboard Platform;
users of the Solverboard Platform who post Commercial Challenges, Social Challenges, Solutions or Contributions;
“Rules of Participation”
the rules of participation in the Solverboard Platform set out at here;
the provision of access to the Solverboard Platform and related services by Solverboard to the Member;
documentation posted by a Challenger on the Solverboard Platform to promote discussion on any social or other non-commercial issue, in a format and with content compliant with the Submission Guidelines, constituting an invitation to provide Contributions.
documentation posted by a Solver on the Solverboard Platform in response to a Commercial Challenge, in a format and with content compliant with the Submission Guidelines, constituting a response to a Challenge;
a Member posting a Solution to a Commercial Challenge on the Solverboard Platform;
Solverlink Limited (trading as Solverboard), a company registered in England and Wales under Company Number 09788026 and having its registered office at Unit 1.1, Paintworks, Bristol, BS4 3EH, United Kingdom;
Solverboard’s web-based platform to facilitate an open innovation process for sourcing Solutions and Responses to meet Challenges, located at www.solverboard.com;
Solverboard’s guidelines for the format and content of Challenges, Solutions and Contributions, as amended by Solverboard from time to time in its discretion, the current form of which is at here.
1.2 Unless otherwise stated, references to clauses are references to the clauses of these Terms.
1.3 Words importing the singular include the plural, and the opposite applies, and words importing any gender include the other genders.
1.4 References to persons include individuals, firms, partnerships, limited liability partnerships, companies, corporations, associations, organisations, governments, governmental agencies and departments, states, foundations and trusts (in each case whether or not having separate legal personality) and corresponding or similar entities in any relevant jurisdiction.
1.5 Reference to any statute includes a reference to any subordinate legislation and to any amendments, consolidation, extension or re-enactment of that statute or subordinate legislation.
1.6 The use of the words "including" or "include" shall not limit the general applicability of any preceding words.
2.1 To use the Service each Member must open an account. In the process of opening an account the Member must expressly accept these Terms and the Rules of Participation. Members will be issued with a user name and a password and must treat them as confidential. Members must not disclose their user name or password to any third party. Solverboard reserves the right to disable any user name or password at any time, if in its reasonable opinion the Member has failed to comply with any of the provisions of these Terms or the Rules of Participation.
2.2 Accounts may be opened by individuals or by organisations. Any individual account may be linked to or de-linked from an organisation’s account.
2.3 Solverboard agrees to provide the Service to the Member and grants to the Member a royalty-free, non-exclusive, non-transferable licence to use the Solverboard Platform, only for the purposes of the Member, on these Terms. The licence is provided on an “as-is” basis without warranty of any kind. The Service is provided solely for the posting of Challenges, the posting of Solutions in response to Commercial Challenges and the posting of Contributions in response to Social Challenges, and for no other purpose.
2.4 Solverboard agrees to provide reasonable support to the Member in using the Service generally.
3.1 The Challenger agrees to pay to Solverboard the listing charges for all Commercial Challenges that it uploads. The listing charge is a sum equal to 12.5% of the Commercial Challenge award amount, inclusive of any bank charges incurred in effecting payment to Solverboard. Listing charges do not apply to Social Challenges.
3.2 All charges are, unless otherwise stated, exclusive of any applicable value added or similar sales tax levied in any relevant jurisdiction, which shall be paid for by the Challenger when invoiced for it.
3.3 If any sum payable by the Challenger to Solverboard is not paid by the due date Solverboard may charge daily interest on such sum (after as well as before judgment) from the due date to the date of payment at the rate set by order of the Secretary of State from time to time for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. Where interest on any sum due accrues to Solverboard in accordance with this clause, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness.
3.4 If any amount due by the Challenger to Solverboard is not paid by the due date, Solverboard shall be entitled (without prejudice to any other right or remedy) at its discretion to suspend the Service immediately and will where practicable give notice of this to the Challenger.
4.1 Each Member who is a natural person and who posts any Commercial Challenge or any Solution warrants:
4.2 Each Member who posts any Social Challenge or any Contribution warrants that in doing so they will not without the prior written consent of Solverlink act in any business capacity.
4.3 Each natural person who creates an account for an organisation warrants to Solverboard that they have full authority to bind that organisation to these Terms.
4.4 Each Member warrants that it has legal capacity to enter into legal agreements, including on the basis of these Terms.
4.5 The Member will ensure that it uses the Solverboard Platform only in accordance with these Terms, and in compliance in all respects with the Rules of Participation.
4.6 Each Member warrants to Solverboard that all Challenges, Solutions and Contributions that it posts to the Solverboard Platform, and any contracts it may enter into with other Members, shall not infringe the intellectual property rights (including confidential information and trade secrets) of any person and shall comply in all respects with all applicable laws, regulations and codes of conduct in any relevant jurisdiction, including in respect of software export, export of goods and services, financial regulation, defence industry regulation and competition/anti-trust laws.
4.7 The Member shall comply with its statutory obligations in any relevant jurisdiction concerning its use of the Solverboard Platform including those under the Data Protection Act 1998 and all other privacy legislation applying at any time in any relevant jurisdiction.
4.8 The Member warrants that all information provided to Solverboard in any negotiations leading to the Member using the Service was accurate and complete in all respects when provided and undertakes to inform Solverboard as soon as is reasonably practicable of any changes in its circumstances affecting the accuracy or completeness of such information.
4.9 The Member agrees to indemnify Solverboard on demand against all losses, costs (including legal costs) and expenses incurred by Solverboard which arise in relation to any Challenge or any Solution or from breach of any warranty given to Solverboard or from any misuse (including use in breach of these Terms, and/or the Rules of Participation) of the Solverboard Platform either by the Member or by any third party where such misuse occurs as a result of a breach by the Member of these Terms and/or the Rules of Participation or is otherwise facilitated by the Member.
Save for rights in or to any content in posted by Members to the Solverboard Platform that belong to, or are licensed by third parties to, the Member, all intellectual property rights (including copyright) in the Solverboard Platform belong to Solverboard and the Member acknowledges that it obtains no intellectual property rights in the Solverboard Platform other than the licence granted in clause 2.
6.1 The Challenger acknowledges that it has sole responsibility for the content of all Commercial Challenges (including the stipulation of any contract terms on which the Solvers are to make Solutions) and that there can be no guarantee that any Solution will be made in response to any Commercial Challenge or that any Solution that is made will be acceptable to the Challenger or will provide a solution to the Commercial Challenge.
6.2 Solverboard takes no responsibility either for the performance by any Solver of any contract that is concluded with the Challenger or for the performance by the Challenger of any contract that is concluded with any Solver. Accordingly:
6.3 Solverboard shall use all reasonable endeavours, by the use of regularly updated virus checking software, to ensure that computer viruses do not infect the Solverboard Platform. However, it remains the responsibility of the Member to check all incoming messages and data files for viruses. Solverboard can accept no responsibility for any damage to systems or corruption of data caused by any virus contained in any message or data file originating from the Solverboard Platform, including any special, indirect, economic or consequential losses resulting from such damage or corruption.
7.1 Nothing in these Terms excludes or purports to exclude or limit the liability of either party for death or personal injury caused by the negligence of that party or its agents or employees or for fraud.
7.2 Save as expressly provided in these Terms all terms, warranties and conditions expressed or implied, relating to the quality of the Service are excluded.
7.3 The Service will be provided in a professional manner and with reasonable skill and care. Solverboard undertakes to take all reasonable steps to ensure that the Service is as reliable and robust as commercially and reasonably practicable and that any material inaccuracies or errors will be corrected as soon as reasonably practicable. However, no warranty is given that the Service will be uninterrupted or error-free. The Member agrees that it will back up all data posted on the Solverboard Platform.
7.4 Neither party shall in any circumstances be liable to the other, whether in contract, tort (including negligence) or otherwise, for any special, consequential or indirect loss or damage or for any loss of data, loss of revenue or profit, loss of contract or other business opportunity or loss of anticipated savings, however arising and of whatever nature incurred by that other party.
7.5 Solverboard’s maximum liability to the Member in respect of any direct loss (or any other loss to the extent that such loss is not excluded by the terms of this clause 7 or otherwise) whether the claim arises in contract or tort (including negligence) misrepresentation (whether innocent or negligent), negligent misstatement, breach of statutory duty or otherwise shall not exceed the sum of £5,000.
Solverboard shall be entitled to terminate the Member’s participation in the Solverboard Platform immediately by written notice if the Member:
8.1 commits any material breach of these Terms or the Rules of Participation that is not capable of remedy;
8.2 commits any material breach of these Terms or the Rules of Participation that is capable of remedy and fails to remedy it within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
8.3 is involved in any legal proceedings concerning its solvency, or ceases trading, or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any analogous event occurs in any relevant jurisdiction.
Neither party shall be liable for any delay in performing or failure to perform any obligations to the other party if the delay or failure results from events or circumstances outside its reasonable control.
The granting by either party of any time or indulgence in respect of any breach of these Terms or the Rules of Participation by the other party shall not be deemed a waiver of its rights under these Terms or the Rules of Participation. Any waiver by either party of any breach of any provision of these Terms shall not prevent the later enforcement of that provision and shall not be deemed a waiver of any later breach.
These Terms and the documents referred to in these Terms set out the entire agreement of the parties in respect of their subject matter and there are no obligations oral or written express or implied other than those contained in these Terms. Each party confirms that it has not relied upon any representation not recorded in these Terms and/or the documents referred to in these Terms inducing it to contract with the other party.
Each party shall keep secret and treat as confidential all information obtained from the other and shall not disclose such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the party’s obligations under these Terms. This clause shall not extend to information which was already in the lawful possession of a party prior to contracting with the other party or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of any contract based on these Terms.
A person who is not a party to the contract between Solverboard and the Member may not enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.
The parties to these Terms contract as independent contractors and nothing in these Terms shall be construed as a relationship of agency, partnership or joint venture.
Any notice given under these Terms by either party to the other shall be in writing and shall be delivered personally or by first class post (if posted in the country of the addressee) or by airmail (if posted outside the country of the addressee). In the case of first class post delivery shall be deemed to take place three working days after the date of posting. In the case of airmail delivery shall be deemed to take place seven working days after posting. Notices shall be delivered or posted, in the case of Solverboard, to its registered address at the time, and in the case of the Member, to the addresslisted in its account information at the time.
If any dispute arises between the parties they will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. (See www.cedr.co.uk). Unless otherwise agreed, the mediator shall be appointed by CEDR. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
These Terms shall be governed by English Law and the parties submit to the non-exclusive jurisdiction of the English Courts.