SUMMARY OF KEY TERMS AND CONDITIONS OF OUR STANDARD DOCUMENTATION
1. This year, we aim to organise an accelerator and growth program (the “Program”), including
two financing rounds for start-ups and young entrepreneurs, to boost innovative ideas for
internet-based solutions in the domains of connected business, connected entertainment
and connected living. We will do so through seed-funding, intensive mentoring, a creative
workspace, professional services and leverage of the Telenet network.
2. In the first round, the “Accelerator Program”, up to eight (8) start-ups will be selected to
shape, build and launch a working prototype of their idea. From those start-ups, in the
second round, the “Growth Program”, up to four (4) start-ups will be selected for additional
financing to further explore the growth and internationalisation phase of their venture.
A) GENERAL TERMS & CONDITIONS IN THE EVENT THAT YOU ARE SELECTED FOR THE
ACCELERATOR PROGRAM
3. The founders of the start-ups selected for the Accelerator Program will receive EUR
25,000 in cash in return for future rights (as described under nr. 15 below). We ask the
founders to use part of this money to incorporate the start-up as a private limited liability
company (BVBA/SPRL). We, together with the Program’s advisers, are of course available
to help you work out the technical steps of such incorporation. This corporate form will
allow you to raise money with third party investors in the future, as you hopefully will continue to grow. On the other hand, this corporate form also offers you limited liability in case
your start-up is not successful (which we do not believe will be the case). Once we have
paid this EUR 25,000 to the founder and it is used for the incorporation, we do not want this
money back. In other words, it’s not a loan. We see this as stimulating a healthy business
environment.
4. As part of the set-up of your BVBA/SPRL, you will have to appoint a board of directors
which will be responsible for the decision making with respect to your start-up company
(e.g., entering into agreements, hiring employees, raising financing, etc.). You can appoint
the members of the Board – and you will therefore control the Board – but we ask to have
one board representative from the Telenet Idealabs Fund to be able to follow your business. Our representative should also be able to help you to respond to questions, give
the advice you seek and bring you in touch with his or her network of contacts, as you may
need them in the course of your development. Our representative cannot veto you in any
decisions. He or she is there to monitor and help.
5. As a founder, you have been developing your idea, know-how or product for a while. It is
now your property as a physical person. As of the date of formal acceptance into our Program, we ask you that you transfer the intellectual property rights to your idea, know-how or
product to the start-up company so that the start-up company (and no longer the physical
person-founder) becomes the owner of these intellectual property rights. This assures us
that we are investing our money in the right place and not in an empty shell. Upon termination of the Program, the intellectual property rights remain with the start-up company but
you are of course free to transfer these back to you as a physical person or to another legal
entity.
6. You will receive hands-on advice, intensive business coaching, administrative services
and office space at the Idealabs location in Antwerp. In return, you will pay Idealabs Hub a
monthly fee of EUR 250, for the duration of the Program. Our representative on your Board
knows all the services to which you are entitled and will bring this to your attention in case
they may come in handy for a certain project.
7. In return, we expect that from your acceptance to the Accelerator Program you are fully
committed to your start-up such that we can together build and successfully develop your
idea. This implies that you are full-time available for the Program, participate in coaching &
training sessions as well as certain mandatory events (such as pitch evenings, and others of
which you will be notified in due course).
8. In addition we also ask you, as a physical person or through some other company, not to
compete with your start-up company in which we have invested (but this should, of course,
not stop you from competing with any other start-ups). This is probably obvious to you,
but we have seen a lot happen.
9. In the event that you are not selected for the Growth Program, we will formally end our
relationship by terminating for the future any and all rights and obligations which may have
been created between us during the course of the Accelerator Program. You will then be
free to determine how you will pursue your journey (including participating in any other
accelerator program).
B) GENERAL TERMS AND CONDITIONS IN THE EVENT THAT YOU ARE SELECTED FOR
THE GROWTH PROGRAM
10. We hope however that you will be selected for the Growth Program, in which case you will
receive EUR 50,000 (in addition to the EUR 25,000 which you have received in the Accelerator Program). We will then formalise our relationship a bit further since this EUR 50,000
represents a bigger investment for us and your start-up is then in a further stage of its
development.
11. We will provide you the EUR 50,000 in the form of a loan which we can convert into shares
of your start-up at the time of a third party investment or if we believe in the commercial
success of your start-up and think that we can sell our shareholding. The shares we acquire
will be priced at (a) a 30% discount against the price paid by a third party investor or (b), if
no third party investors have been found, at fair market value (as determined in line with
market practice). On the other hand, if your start-up is not able to raise the required funding from external investors to carry on its operations, we will discuss with you a possible
road map to continue your business or other alternatives. In accordance with our standard
documentation, you as the founder physical person are in any event not personally liable
for repayment of the loan if your start-up proves to be unsuccessful.
12. Depending on your financing needs, the EUR 50,000 shall be transferred to the start-up
company in several instalments (for instance, once certain milestones have been reached
in connection with the development or commercialisation of your product). It is our
intention that the proceeds of such loans will be used solely for the development of your
product, as that is what we are investing in, but you will be allowed to pay yourself a reasonable compensation as set forth in your business plan.
13. We are investing in your company to support you and not to interfere with your day-today operations, but certain decisions are so material for your business that we would like
to have a say, once we have granted you the EUR 50,000, on the most important matters
in the life of your start-up, which are the approval of your business plan, distribution of
dividends, entering into important agreements, etc. Such decisions can only be taken if our
Board representative also approves.
14. We would also expect that during a period of two years you cannot transfer your shares in
the start-up company to avoid that you sell your shares to a third party the day or shortly
after we invest. Such commitment is also typically requested by external investors should
they choose to invest in you. You have the same rights against us.
15. In return for our investments, we do not seek any upfront shares in your company but in
case you have found a third party investor willing to invest in the start-up company (either
before or after we have converted our loan), we have the right to invest in the start-up
company together with such third party investor at a 30% discount against the price paid
by such third party investor.
16. Given that we strongly believe in your product, we furthermore have a so-called “right of
first offer” if you wish to commercialise your product. Pursuant to such right, we have
the opportunity to first discuss with you whether we would like to partner up with you to
commercialise the product. If we do not come to an agreement after a very short period of
time, you are free to partner up with any other party.
C) CLOSING REMARKS
17. This document is just a summary overview of the key terms and conditions of our standard
documentation and isn’t legally binding. You will receive a copy of all the above documentation once you have been selected for the Accelerator Program, at which point we will also
set up a meeting to run through and explain the terms and conditions in more detail.
18. Please also read the FAQ section of our website for a general overview of the Accelerator
and Growth Program.