CHALLENGE – TERMS AND CONDITIONS
(April, 25, 2017)
By taking part in the competition, the participant shall accept the following terms and conditions.
1. What is the CUBE challenge?
The CUBE challenge is a competition organized by CUBE GmbH, Berlin (“CUBE”) for its main financing partner, aimed at young, innovative companies (startups). The winner will receive up to one million euro as a cash prize (however, refer to the explanatory notes under sec. 5 and 6 below.).
2. Who can take part?
Any startup around the world that qualifies for the CUBE ecosystem can take part.
The pre-requisite for qualifying as a startup for the CUBE ecosystem is an application in writing in English on www.cube-global.com. The application criteria concern both form and substance. Closing date for any application will be 30 April 2017 (date of receipt).
Qualifying for the CUBE Challenge is not dependent on purchasing a ticket for the CUBE Tech Fair which also does not increase the chances of being selected.
2a) Formal application criteria:
The prize shall be awarded to a startup. That means that the prize goes to a legal entity, not to a natural person. The startup must not be dependent on any industry partners (i.e. must not be a subsidiary company of a company in the industry or represent any significant industry holding). In the event of doubt, the EU Commission’s definition of small and mid-sized companies shall apply (see the Commission’s recommendation dated 6 May 2003 regarding the definition of micro-enterprises as well as small and mid-sized companies (2003/361/EC)).
2b) Substantive application criteria:
The startup’s activities must be in the field of digitisation of the industry. This means that the company has products, solutions, hardware or software and/or a business model for the digitisation of the industry. Industry here refers to agriculture and food tech (guiding issue CUBE 2016/17), digital health and life science, manufacturing and machinery plus infrastructure and interconnectivity. The service offering of the startup must possess a degree of maturity that enables it to be implemented in the industry, at least in a test project.
Participants must provide sufficient, comprehensible information to be able to meet the application criteria. This data must contain, in addition to general company information, details of the business (a description of the services offered by the business as a solution to an issue, the product, market, competition and unique market position).
CUBE is free to decide at its own discretion with regard to qualification to participate.
CUBE works with well-known partners around the world. Partner programes concluded by CUBE may provide for qualification to the CUBE ecosystem (e.g. for winners of partner competitions or selected participants in certain partner programes). These must always meet the application criteria of CUBE in terms of form and substance.
3. How does the CUBE challenge work?
Startups, which qualify for the CUBE ecosystem, automatically take part in the CUBE challenge as part of their application.
The winner of the CUBE challenge shall be selected from the startups that present their company as part of a pitch at the CUBE Tech Fair from 10-12 May 2017 (“CUBE Challenge Finale”).
CUBE selects from their different activities, platforms, partner programs and out of the applications up to 250 startups which are allowed to present their startup at the CUBE Tech Fair from 10-12 May 2017. CUBE may also sell of these pitching slots up to 10 per cent to selected startups which have qualified for the CUBE Challenge. Further, CUBE and its partners reserve the right to grant additional 10 per cent so called „Fast Tracks“ to selected startups to pitch their company at the CUBE Tech Fair and inform them publicly prior to the event and prior to other startups which are selected at a later stage.
A key selection criterion for all qualification paths will be the company’s potential as a cooperation partner for the industry.
Form, terms and conditions of all qualification paths and the CUBE Challenge Finale (such as composition of the jury, judging criteria, know-how protection issues, content and form of the pitches) may subsequently be adopted and handed out by CUBE to the pitching startups at the event CUBE Tech Fair on May 10th, 2017.
4. How will the CUBE Challenge Finale work?
At the beginning of the CUBE Tech Fair at May, 10 a so called Startup Battelfield will give all selected startups that qualified the option to present their companies in a pitch. Independent panels, made up of representatives of CUBE from industry, startup and cooperation partner sectors and others selected by CUBE itself, will determine up to 25 startups who qualify for the semi finals. CUBE and its partners reserve the right to have separate Terms & Conditions signed by each startup as a precondition to take part on the Semi-Finales which include further conditions and rules with regard to the CUBE Challenge and the money prize.
At the Grand Opening day of the CUBE Tech Fair, at May, 11, 2017, the CUBE Challenge Semi-Finales will be held. Up to 25 selected startups that have qualified will each have the opportunity to present themselves in a pitch. Independent panels, made up of representatives of CUBE from industry, startup and cooperation partner sectors and selected by CUBE itself, will determine up to three winners of the CUBE Challenge Semi- Finals.
At the Grand Finale day of the CUBE Tech Fair, at May, 12, 2017, the CUBE Challenge Finales will be held. Up to 3 selected startups that have qualified will each have the opportunity to present themselves in a final pitch. An independent panel, which might be made up of only one or more representatives of CUBE from industry, startup and cooperation partner sectors or well renewed persons of the tech community and selected by CUBE itself, will determine the winner of the CUBE Challenge based on a majority or single vote under the supervision of a notary.
5. Payment Agreement
The payment of the prize money will take place in several instalments within a time period of one year after the prize money has been awarded and will be dependent on the fulfillment of certain milestones as conditions precedent. These milestones will be subject of a separate payment agreement which the winner of the CUBE Challenge must sign. Depending on the winning project, these milestones may be e.g. the achievement of the production stage in a certain time period, the financial status of the company, the appearance and presentation of the winning startup at the next CUBE Tech Fair, and the fulfillment of the formal application criteria of the above sec. 2a) at the time of the payment. Such milestones will in no case be any assignment of shares or assets of the startup to CUBE or its partners.
If the winner declines to sign or does not return the signed agreement within a reasonable time period, CUBE reserves the right to disqualify the winner and may select the second placed startup of the CUBE Challenge Finale.
6. Explanatory Notes
6a) CUBE is of the opinion that upon payment of the cash prize no tax should be deducted for a potentially limited taxable company. However, since CUBE cannot rule out that financial authorities could have a different view on this, CUBE shall agree, in the event the CUBE Challenge is won by a company that is not taxable in Germany, the facts of the matter with the financial authorities (Bundeszentralamt für Steuern [Federal Central Tax Office]) prior to awarding the prize money and make the award less any legally owed withholding taxes, if required.
6b) CUBE is of the opinion that the prize money does not represent any payment in the sense of sales tax liabilities. In the event that the tax authority nevertheless makes the prize money subject to sales tax, it will be clarified as a precautionary measure that any sales tax owed is included in the prize money.
6c) CUBE is of the opinion that the prize money does not constitute a free-of-charge benefit that would trigger an obligation to pay gift tax. In the event that the tax authority nevertheless makes the prize money subject to gift tax, it will be clarified as a precautionary measure that any gift tax owed shall be the responsibility of the winner of the prize money.
6d) CUBE reserves the right not to award the prize money to the winner of the CUBE Challenge directly, but to engage a notary for the purposes of transferring the prize money to a notary public’s escrow account set up by said notary prior to establishing the CUBE Challenge winner.
6e) The competition organiser is CUBE GmbH, headquartered in Berlin, recorded in the commercial register of the district court of Charlottenburg under HRB 174680 B.
6f) The prize money shall be paid in cash (if applicable, minus any taxes to be deducted on the part of the organiser) to an account specified by the winner. The organizer and its partners reserve the right to alter the amount of the prize money, especially in the case that the whole event, the quality of the startup(s), the public appeareance of the event is disproportional to the amount of prize money granted or for any other reason subject to the own descretion of the organizer or its partners despite the vote and opinion of any panel or jury member involved in the CUBE Challenge or others.
6g) CUBE and its partners reserve the right to exclude participants, on a case-by-case basis, from taking part in the CUBE Challenge and/or from payment of the prize money. This shall particularly apply if it should transpire that the participant is in breach of any applicable law in connection with the service offering submitted in taking part in the CUBE Challenge (e.g. by violating copyright laws).
6h) The participants agree that CUBE and its partners may take video and sound recordings and photography of the Challenge and publish this footage and the name of any participants in the CUBE Challenge in all media regardless of time period and location.
6i) CUBE and its partners reserve the right to modify or completely cancel the competition at any time without giving reasons . This shall apply, in particular, if overriding economical, organisational, technical or legal reasons conflict with the competition being held or continued. In such cases, participants shall have no claim against the organizer with regard to holding the CUBE Challenge and/or awarding the prize money.
6j) CUBE and its partners shall not be liable for any incorrect information communicated or disseminated by participants or third parties in relation to the CUBE Challenge. Furthermore, CUBE shall not be liable for links or references relating to the CUBE Challenge being complete or accurate.
CUBE and its partners shall also not be liable for any damages relating to the CUBE Challenge, provided it has not acted with intent or gross negligence. This limitation shall not apply in the case of loss of life, bodily harm, injury to health or if material contractual obligations are breached. However, in all cases, the amount of liability shall be limited in accordance with typical, foreseeable losses.
6k) Each startup maintains all right, title and interest in and to its respective intellectual property. No transfer of intellectual property to CUBE or any other parties is contemplated under the CUBE Challenge.
6l) These terms and conditions of participation shall exclusively apply. Any other verbal information, e.g. via moderators, shall be void. CUBE reserves the right to modify these terms and conditions of participation.
6m) All personal data specific to participants shall only be stored and used for the purposes of holding and handling the CUBE Challenge. It shall only be passed on to third parties if this is required to prepare for and execute the CUBE Challenge. Once the CUBE Challenge is concluded, participant data shall be deleted (see exception above in 6.d.).
6n) The laws of the Federal Republic of Germany shall apply. Any deviation from these terms and conditions of participation must be in writing. If one or more of these provisions should become invalid, the remaining terms and conditions of participation shall remain in force. The invalid provision must be replaced by a provision with a commercially comparable provision. The same shall apply if a loophole should become apparent.
6o) The place of jurisdiction for all legal disputes arising out of the relationship between the startup and CUBE during or after the CUBE Challenge is Berlin, Germany.
6p) Recourse to the courts is not permitted.