Terms and Conditions
Top Shop / Top Man Limited trading as Topshop (“Topshop”) will, in collaboration with L Marks Limited (“LML”), be running a product development bootcamp and competition for new wearable technologies (“Top Pitch Bootcamp”), created to support designers, entrepreneurs and technologists developing fashion-led wearable tech products (the “Products”). The Top Pitch Bootcamp will conclude with a pitch day for Participants to present their Products (the “Pitch Day”), with an opportunity for the winning Participants to potentially receive investment from Topshop and / or LML and for their Products to be potentially sold by Topshop.
Up to five individuals or start-up businesses (each a “Participant” and together the “Participants”) will be invited to participate in the Top Pitch Bootcamp which will consist of a four-week programme of mentoring and support from leading figures in fashion and technology to help the Participant develop their Product and learn about Topshop’s customers, products and operations. Participation in the Top Pitch Bootcamp constitutes a Participant’s full and unconditional agreement to these Terms & Conditions and to Topshop’s and / or LML (as defined below) decisions, which are final and binding in all matters related to the Top Pitch Bootcamp. Participating in the Top Pitch Bootcamp is contingent upon fulfilling all requirements set forth in these Terms & Conditions and entering into further agreements as described in this Terms & Conditions.
Terms and condition
1.1. Reference to the “Organisers” means:
1.1.1.Top Shop / Top Man Limited trading as Topshop, whose registered office is at, Colegrave House, 70 Berners Street, London, W1T 3NL (“Topshop”); and
1.1.2. L Marks Limited, whose registered office is at 20 Broad Lane, Hale, Altrincham, Cheshire, WA15 0DF (“LML”).
1.2. Reference to the “Mentors” and “Mentor Board” means the team of individuals selected by Topshop and LML to oversee the running of the Top Pitch Bootcamp, select Participants for the Top Pitch Bootcamp and attend the Pitch Day.
2.1. The Top Pitch Bootcamp is open to applicants (each an “Applicant”) who are:
2.1.1. individuals or teams of individuals who have not yet formed a legal business entity, provided that the individual or individuals are at least 18 years of age; or
2.1.2. corporations (including not-for-profit corporations and other non-profit organisations), limited liability companies, partnerships, and other legal entities, so long as the founding members are at least 18 years of age and at least one is a parent or a guardian to a child under 18.
2.2. Applicants must own or have access, at their own expense, to a computer, an internet connection and other electronic devices, documentation, software or other items the Organisers deem necessary to create and enter an application to the Top Pitch Bootcamp.
2.3. Each Applicant who is a team or organisation may only contain a maximum of three members and must appoint one individual (the “Representative”) to represent it and act on its behalf, including registering and entering an application, of said team or organisation. The Representative represents and warrants that he/she is duly authorised to act on behalf of the team or organisation and has read these Terms & Conditions, and that the Applicant team or organisation agrees to abide by these Terms & Conditions.
2.4. All costs of preparing and submitting an application, and participating in the Top Pitch Bootcamp, and attending the Pitch Day and Showcase Event are to be borne by the Applicants. Unless agreed otherwise, the Organisers will not reimburse any Applicant for any expense incurred during the course of the Top Pitch Bootcamp.
2.5. Applicants must be able to attend London, UK in person for the Top Pitch Bootcamp and the Pitch Day dates provided at time of invitation to the Top Pitch Bootcamp. International Applicants who are invited to participate in the Top Pitch Bootcamp may be subject to UK visa restrictions and are responsible for paying travel and accommodation costs associated with their trip.
2.6. Applicants must not already be retailing their Products in the UK.
2.7. Applicants must be willing to collaborate with Topshop, and be willing for their Products to be potentially sold by Topshop and marketed as ‘Designed for Topshop’.
2.8. The following individuals and entities are not eligible regardless of whether or not they meet the criteria set forth above: the Organisers and their employees, members of the Mentor Board, Mentors, and any individual involved with the design, production, promotion, execution, or distribution of the Top Pitch Bootcamp and each member of any such individual’s immediate family or household.
3.1. Applicants may enter an application between 00:01(BST) on 27th April 2016 until 23:59(BST) on 22nd May 2016 (the “Application Period”).
3.2. Any application entered outside the Application Period will not be automatically considered for participation. The Organisers shall reserve the right to consider late applications in exceptional circumstances (and the Organisers shall decide in its sole discretion whether exceptional circumstances apply).
3.3. Applications must be for products that are fashion-led, purposeful, aiming to be priced at £100 or less and delightful to use.
3.4. Applications to the Top Pitch Bootcamp must be submitted through the website www.toppitch.co by clicking “Apply” and following the instructions.
3.5. Applications are in English and must be filled out in English.
3.6. The Application must contain information related to:
3.6.1. The Product or concept of the Product in development;
3.6.2. The stage of development of the relevant Product or concept of the Product;
3.6.3. The relevant experience of the individual or individuals in a team;
3.6.4. Company information (where applicable)
3.6.5. Why the Individual or Representative would like to join the Top Pitch Bootcamp.
3.7. An Applicant may enter more than one application. Each application must, however, be substantially different from the Applicant’s other applications (and the Organisers shall determine in their sole discretion the similarity of the applications). If similar applications are received, the Organisers may require the Applicant to choose which one of the similar applications shall be entered. If an individual is a member of more than one team or organisation, the applications made by the team or organisation that the individual is part of must be substantially different from other applications the individual is involved in. An individual applicant shall only be part of one team or organisation ultimately selected a Participant. In the event that an individual has more than one team or organisation selected to be a Participant, the individual must choose one team or organisation to participate in the Top Pitch Bootcamp with.
3.8. An application may be rejected in the sole discretion of the Organisers for any reason, including if the application, either in part or in its entirety, is deemed by the Organisers to be obscene, defamatory, likely to incite violence or illegal activity, in violation of any third-party’s rights, or is otherwise deemed to be inappropriate.
3.9. Applications must not attempt to duplicate a prior application already submitted to the Top Pitch Bootcamp. The Organisers reserve the right to disqualify any application that in the Organiser’s opinion is a duplicate or substantially similar to another application.
Applications must not violate the intellectual property rights or other rights including, but not limited to, copyright, trade mark, patent, contract, and/or privacy rights of any other person or entity.
3.10. By entering an Application the Applicant represents, warrants and agrees that any use of the Application by the Organisers, Mentors or the Mentor Board as authorised by these Terms & Conditions, shall not infringe upon, misappropriate or otherwise violate any intellectual property right or proprietary right including, without limitation, any registered or unregistered trade mark, copyright, design rights or patent, nor any privacy rights, moral rights nor any other rights of any person or entity.
4. SELECTION CRITERIA
4.1. Applications to the Top Pitch Bootcamp will be put through an initial screening by the Organisers. The Organisers will rate the quality of all applications to the Top Pitch Bootcamp by considering the following points:
4.1.1. Customer Need – Is there a clearly identified customer need that is addressed by the Product?
4.1.2. Competitive Advantage – Is there a gap in the wearable tech market for the Product?
4.1.3. Market Experience – Are the Applicants able to demonstrate experience in design and / or technology development?
4.1.4. Feasibility of Delivery – Will the team be able to deliver the Product within 18 months following the conclusion of the Top Pitch Bootcamp?
4.1.5. Quality of Concept – How good is the idea / prototype Product?
4.1.6. Relevance to Topshop – How relevant is the Product to Topshop’s brand, customers and operations?
4.1.7. Potential Impact on Topshop’s business – How could the Product potentially impact Topshop’s business?
4.1.8. Investment Potential – How does the overall potential for successful investment in the Product look?
4.2. The Organisers reserve the right to change, amend or add to these criteria at any time.
4.3. The Organisers will select up to five Participants to be invited to join the Top Pitch Bootcamp, though the Organisers reserves the right (in its sole discretion) to select more or less depending on the quantity and quality of applications received.
4.4. All invited Participants will be subject to further due diligence which may include, without limitation, verification of identity, qualifications, details of legal entity (where applicable) and role in the creation of their idea by the Organisers.
5. BOOTCAMP PARTICIPATION
5.1. Participants invited to join the Top Pitch Bootcamp will be required to confirm their participation within three working days of the invitation being issued to the Participant. This may include entering into documentation which will be agreed between the Organisers and the Participants once an invitation has been issued. Until and unless any such documentation is agreed and entered into by all parties the Participant shall not be obligated to participate in the Top Pitch Bootcamp and the Organisers shall not be obliged to admit the Participant to the Top Pitch Bootcamp.
5.2. At the sole discretion of the Organisers, a Participant invited to participate in the Top Pitch Bootcamp will be deemed ineligible if:
5.2.1. they refuse to participate in the Pitch Day and end of Top Pitch Bootcamp event (“Showcase Event”);
5.2.2. they fail to confirm their participation within 3 working days of the invitation being issued;
5.2.3. they are uncontactable for a period of more than 7 days; and/or
5.2.4. any member of their team is disqualified for any other reason.
5.3. In the event of disqualification, the Organisers, at their sole discretion, may select an alternative Participant.
5.4. The Top Pitch Bootcamp will run for four weeks. The key Top Pitch Bootcamp dates are as follows:
5.4.1. Applications launch (“Launch Date”) on 26th April 2016;
5.4.2. Applications close on 22nd May 2016 (“Close Date”);
5.4.3. Screening process and Top Pitch Bootcamp interviews commence from 26th April 2016;
5.4.4. Invitations to Participants to join the Top Pitch Bootcamp to be sent during the week commencing 30th May 2016;
5.4.5. Top Pitch Bootcamp commences on 13th June 2016;
5.4.6. The Pitch Day and Showcase Event to take place during the week commencing 11th July 2016.
5.5. The Organisers reserve the right to change these dates at any time and for any purpose without notice.
5.6. Participants will be allowed to declare participation in the Top Pitch Bootcamp on any website or materials as per promotion guidance given at the time of invitation. If a Participant is disqualified at any point, the right to claim association with the Top Pitch Bootcamp is revoked.
5.7. Participants are required to participate in mentoring sessions, speeches and workshops organised as part of the Top Pitch Bootcamp. The Organisers will consider Participants external commitments when scheduling activities wherever possible.
5.8. The Organisers reserve the right to disqualify any Participants from the Top Pitch Bootcamp for any reason, including, without limitation, unsatisfactory or inappropriate participation in the Top Pitch Bootcamp activities.
5.9. Participation in the Top Pitch Bootcamp constitutes a Participant’s consent to each of the Organisers, and their agents’ use of the Participant’s name and description, including organisation name, if applicable, and the Participant’s likeness, photograph, voice, opinions, comments and/or the place of business / residence of the Participant (or individuals who contributed to the Participant’s application) for promotional purposes in any media, worldwide, without further payment or consideration during and following the conclusion of the Top Pitch Bootcamp.
5.10. Save as provided in clause 5.11 below, the terms of any commercial or investment agreement with Topshop arising from the Top Pitch Bootcamp participation will be negotiated separately to these Terms and Conditions and any other Top Pitch Bootcamp documentation.
5.11. If, at any time between the Launch Date and the first anniversary of the Close Date, a Participant commences the process of raising external funding, that Participant shall invite both of the Organisers to participate in such funding round on the same terms as any other investors in that round. The Organisers reserve the right not to invest in any of the Participants.
6. ENTRY CONDITIONS AND INDEMNITY
6.1. Each Participant acknowledges and agrees that the relationship between the Participants, Mentors, Mentor Board and the Organisers is not a fiduciary or other special relationship, and that the Participant’s decision to provide the Participant’s application to the Organisers for the purposes of the Top Pitch Bootcamp does not place the Organisers and their respective agents in a position that is any different from the position held by the members of the general public with regard to elements of the application, except as specifically provided in these Terms & Conditions.
6.2. The Organisers will not disclose information received from a Participant other than to the Mentors and Mentor Board without consent from the relevant Participant unless in accordance with the confidentiality agreement to be agreed between the parties.
6.3. The Participant recognises that Topshop is a separate entity from LML and that no agency relationship exists between Topshop and LML.
6.4. By entering, each Participant (including all participating members of a team or organisation) agree(s) to:
6.4.1. Comply with and be bound by these Terms & Conditions and the decisions of the Organisers, which are binding and final in all matters relating to the Top Pitch Bootcamp; and
6.4.2. indemnify, defend and hold harmless the Organisers and their respective parent, subsidiary, and affiliated companies and any other organisations responsible for sponsoring, fulfilling, administering, advertising or promoting the Top Pitch Bootcamp, and all of their respective past and present officers, directors, employees, agents and representatives from and against any and all claims, expenses, costs and liabilities (including legal fees), including, but not limited to, negligence and damages of any kind to persons and property, defamation, infringement of trade mark, copyright, design right or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a Participant’s entry, creation of application or entry of application, participation in the Top Pitch Bootcamp, acceptance or use or misuse of any investment in the Products by the Organisers, participation in the Pitch Day, participation in the Top Pitch Bootcamp and/or the broadcast, transmission, performance, exploitation or use of application as authorised or licensed by these Terms & Conditions.
7.1. Subject to clause 7.2 and 7.3, the liability of the Organisers under this agreement is strictly limited to £100 each.
7.2. Subject to clause 7.3, the Organisers shall have no liability in connection with:
7.2.1. Any incorrect or inaccurate information provided by the Organisers or any of their employees, whether caused by the Organisers or a Participant’s electronic or printing error or by any of the equipment or programming associated with or used in the Top Pitch Bootcamp;
7.2.2. technical failures of any kind including, but not limited to, malfunctions, interruptions, or disconnections in phone lines, internet connectivity or electronic transmission errors, or network hardware or software or failure of the Top Pitch Bootcamp website;
7.2.3. unauthorised human intervention in any part of the entry process or the Top Pitch Bootcamp;
technical or human error which may occur in the administration of the Top Pitch Bootcamp or the processing of applications; and
7.2.4. any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from the Participant’s participation in the Top Pitch Bootcamp. If for any reason any Participant’s application is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, the Participant’s sole remedy is to request the opportunity to resubmit its application, which request will be determined in the sole discretion of the Organisers if the Top Pitch Bootcamp submission period is still open.
7.3. Nothing in these Terms & Conditions shall exclude or limit any party’s liability for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
8. GENERAL CONDITIONS
8.1. The Organisers reserve the right to cancel, suspend and/or modify the Top Pitch Bootcamp, or any part of it, if any fraud, technical failure or any other unanticipated factor or factor beyond the Organisers’ control impairs the integrity or proper functioning of the Top Pitch Bootcamp, as determined by the Organisers at their sole discretion. The Organisers reserve the right in their joint discretion to disqualify any Participant, including if they find the Participant to be tampering with the Top Pitch Bootcamp, specifically including, but not limited to, the entry or voting process (for example by using the aid of computer software programs to auto-fill entries), or the operation of the Top Pitch Bootcamp, or to be acting in violation of these Terms & Conditions, or in a manner that is inappropriate, unsportsmanlike, not in the best interests of the Top Pitch Bootcamp, or a violation of any applicable law or regulation.
8.2. Any attempt by any person to undermine the proper conduct of the Top Pitch Bootcamp may be a violation of criminal and civil law, and, should such an attempt be made, the Organisers reserve the right to take proper legal action, including, without limitation, referral to law enforcement for any illegal or unlawful activities.
8.3. The Organisers’ failure to enforce, or any delay in the enforcement of, any provision of these Terms & Conditions shall not constitute a waiver of that provision. The Organisers are not responsible for incomplete, late, misdirected, damaged, lost, illegible or incomprehensible applications, or for address or email address changes of the Participant. Proof of sending or submitting will not be deemed to be proof of receipt by the Organisers.
8.4. In the event of any discrepancy or inconsistency between any provisions of these Terms & Conditions and disclosures or other statements contained in any Top Pitch Bootcamp materials, including, but not limited to, the Top Pitch Bootcamp application form, the Top Pitch Bootcamp website, advertising (including, but not limited to, television, print, radio or online ads), these Terms & Conditions shall prevail.
8.5. The Organisers reserve the right, without liability, to unilaterally amend these Terms & Conditions at any time, including the rights or obligations of Participants and Organisers. In such event, the Organisers will post the amended Terms & Conditions on the Top Pitch Bootcamp website. Any amendment will become effective at the time the Organisers post the amended Terms & Conditions.
8.6. All intellectual property related to the Top Pitch Bootcamp (excluding Participants’ products and innovations and proprietary intellectual property), including, but not limited to, trade marks, trade-names, logos, designs, promotional materials, web pages, source codes, drawings, illustrations, slogans and representations, are owned or used under license by Topshop and/or LML. All rights are reserved. Unauthorised copying or use of any copyrighted material or intellectual property without the express written consent of its owners is strictly prohibited.
8.7. Should any provision of these Terms & Conditions be, or become, illegal or unenforceable, such illegality or unenforceability shall leave the remainder of these Terms & Conditions unaffected and valid. The illegal or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest and best reflects the Organisers’ intention in a legal and enforceable manner with respect to the invalid or unenforceable provision.
10. LAW AND JURISDICTION
10.1. These Terms & Conditions is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute (including any associated non-contractual disputes or claims) arising under or in connection with these Terms & Conditions or the Top Pitch Bootcamp.
11.1. All postal correspondence in respect of the Top Pitch Bootcamp should be marked Top Pitch Bootcamp and to L Marks Limited at Grove House, 27 Hammersmith Grove, London, W6 0NE
11.2.For any email enquiries, please contact email@example.com.