THE CHIVAS VENTURE 2019 COMPETITION

LOCAL TERMS & CONDITIONS

UNITED KINGDOM

OVERVIEW

  1. "The Chivas Venture" is a global competition being run by Chivas Brothers Limited, a company incorporated in Scotland with company number SC268758 (the "Global Promoter") to find businesses that wish to have a positive impact on society (the " Competition")

  2. The Competition has two phases:

    1. Phase 1 (the "Local Competition") will find winners in participating countries including United Kingdom. Applications for the Local Competition will be accepted from 10th September 2018 until midnight on 31st October 2018 with two local winners (the "Local Winners") being selected by 25th January 2019 as follows: a) one winner from England and Wales; and b) one winner from Scotland and Northern Ireland. Phase 1 shall be governed by the Local Terms & Conditions (the "Local Terms") and administered by the local promoter under English law.
    2. Phase 2 (the "Global Competition") will have the Local Competition winners competing against each other and comprises three stages:

      1. participation in a mentorship programme (the "Accelerator Programme"), scheduled to take place in in March or April 2019 in the United Kingdom;
      2. the Voting Period which involves the allocation of US$100,000 of the Fund based on the consumer voting results and
      3. attendance at The Chivas Venture Global Final,scheduled to take place in May 2019 in Europe with a chance to win part of the Fund as follows:

        Quarter Finals: Judges will select the 10 successful candidates to proceed to the Semi-Finals. The eliminated finalists at this stage will win a share of $50,000.

        Semi-Finals: Judges will select 5 candidates to proceed to the Grand Final. The 5 eliminated semi-finalists will win a share of $100,000 (they will receive $20,000 each).

        Grand Final: $750,000 to be allocated to the final 5 finalists, as dictated by the judges in their discretion as to the recipients and the proportions awarded.

      Dates, formats/mediums of participation and/or locations for the Global Competition will be finalised and communicated to shortlisted applicants for the Local Competition by the end of December 2018. Phase 2 shall be governed by the Global Terms and Conditions (the "Global Terms"). All applicants in the Local Competition agree to the Global Terms when they enter the Competition. The Global Terms are subject to the laws of England and Wales and the exclusive jurisdiction of the English courts.

    3. In United Kingdom the Local Competition is being run by Chivas Brothers Limited, a company incorporated in Scotland with company number SC268758 (the "Local Promoter"). The Local Promoter is legally responsible for all aspects of the Local Competition.

  3. No purchase is necessary to enter or win the Competition.

ELIGIBILITY

  1. The United Kingdom Local Competition is open to any for-profit legal entity (an "Entrant") that is duly established under the laws of England, Wales, Scotland or Nothern Ireland, and that:

    1. is seeking, through its business operations, to make a positive impact or benefit to society or the environment; and
    2. generated no more than US$1.5 million (or local currency equivalent) in revenue between 1st September 2017 and 1st September 2018 (excluding grants, prizes, and investments such as debt and equity).
  2. Entries should be submitted by a founder or employee of the Entrant who is aged 25 years or older as at 31st October 2018 (the "Representative"). The Representative shall, for purposes of the Competition, be

    1. the sole representative of the Entrant (including in relation to any submissions, presentations, interviews etc) for the entire duration of the Competition unless agreed otherwise in the sole discretion of the Global Promoter and the Local Promoter;
    2. deemed to be a legally authorised representative of the Entrant; and
    3. the Representative must be fully proficient in English as the Accelerator Programme and The Chivas Venture Global Final must be conducted entirely in the English language. No translators or translations will be provided or permitted at this stage.
  3. In these Local Terms the term "Entrant" shall include both the entrant company and the Representative unless the context otherwise requires. For the avoidance of doubt, the Global Promoter and the Local Promoter shall only consider a request to change the Representative in exceptional circumstances and shall not be obliged to agree to do so. The Global Promoter and Local Promoter reserve the right to disqualify any Entrant whose Representative is not available to represent the Entrant in any phase of the Competition.

  4. For the avoidance of doubt, Entrants may be at one of the following startup stages:

    Seed Stage: the product is still in prototype stage and the business isn't generating revenue from customers/users yet.

    Start-up Stage: the Entrant has a working prototype or minimum viable product and is either ready for market entry or already has some paying customers, ideally with some demonstrable user traction.

    Growth Stage : the Entrant is focusing on scaling an already validated proposition (i.e. shows significant user traction and sales).

  5. Please note that because the Local Promoter and the Global Promoter are alcohol companies the Competition is not open for applications from businesses which:

    1. solely or primarily involve the marketing or selling of products or services to those under the age of 18; or
    2. relate solely or primarily to the provision of or promotion of alcohol, addiction services or related products (e.g. smoking).
  6. The Competition is not open to entry by the following:

    1. the immediate families (which includes parents, children, spouses or siblings and their respective spouses, regardless of where they reside); or
    2. those living in their same households, whether or not related, of the employees or workers of the Local Promoter or the Global Promoter, nor of the Global Promoter's or the Local Promoter's parent company, affiliates, subsidiaries and advertising and promotion agencies, whether on behalf of themselves or any legal entity in which they have any ownership interest.
  7. If at any stage of the Competition the Local Promoter or the Global Promoter is informed or discovers that an Entrant or Representative does not meet the criteria set out in clauses 3 to 8 above the Local Promoter or the Global Promoter may disqualify the Entrant with immediate effect.

  8. By entering the Local Competition the Representative agrees, should it win the Local Competition, it will be bound by the Global Terms which govern the next phase of the Competition. The Representative may be required to provide a signed copy of the Global Terms upon request.

  9. Entrants should not enter unless they can participate in and travel to (where applicable) the Global Competition events and are prepared and able to comply with the Global Terms if they are the Local Winner. For the avoidance of doubt, the Representative must be eligible to travel to any country where any Competition event is scheduled to take place and Entrants shall take full responsibility for and bear all costs relating to arranging any travel documentation (including passports or visas) required to allow such travel by the Representative.

KEY DATES FOR LOCAL COMPETITION

  1. The key dates for the Competition are as follows:
United Kingdom application process opens 09.00 GMT 10 September 2018
Applications for United Kingdom close 23.59 GMT 31 October 2018
United Kingdom Finalists confirmed by 30th November 2018
England & Wales Finalists attend local final in London.Scotland & Northern Ireland Finalists attend local final in Scotland between 3rd and 21st December 2018
Both United Kingdom Local Winners selected and notified No later than 25 January, 2019

THE ENTRY PROCESS

  1. Representatives should complete the application form at www.chivasventure.com or www.chivas.com/en-gb/the-venture/apply and supply the information and materials listed on this web page. As part of the entry process Representatives will be required to complete a set of questions on the application form. The Local Promoter may contact the Representative to clarify certain elements of the application form.

THE SELECTION AND JUDGING PROCESS

  1. All valid entries received from Entrants will be assessed against the details on the application form and any other information requested and then shortlisted and judged by a panel of judges, which may include any professional advisors deemed necessary by such judges, (together the "Judges") and which will include at least one Judge who is not an employee of the Local Promoter or the Global Promoter.

  2. The following judging criteria will be considered when evaluating entrants:

    Market opportunity and need: Demonstrates that the business is tackling a clear and large social and/or environmental issue, has strong market potential, clear target customers and beneficiaries, and is aware of alternative solutions and competitors.

    Business model and team: Presents a compelling solution and value proposition, with a sound business model that can generate sustainable revenue, while creating social / environmental impact.

    Demonstrates that the business has the right team in place to succeed (skills, experience, commitment).

    Measurable social impact: Demonstrates that business activities will lead to the desired social / environmental impact (Theory of Change), with clear impact metrics, KPIs and goals. Shows that the business will make a significant difference to the problem (transformational vs incremental change).

    Scalability potential: Displays a strong vision and demonstrates that the business has potential to significantly scale its revenue and its social / environmental impact.

    Financials: Presents sound financial projections, and well-justified Chivas Venture funding request (up to $750,000), that is likely to be catalytic of substantial growth in terms of impact /revenue / customers.

    Quality of the pitch and passion of the Representative: (at final stages only) High quality presentation delivered with passion by the Representative.

  3. The following stages will apply and will constitute the "Selection Process":

    Stage 1 - Initial screening, moderation & application assessment process: The applications will be subject to an initial screening by the Local Promoter based on the criteria set out in clause 16, to shortlist the top 10-20 entrants.

    Stage 2 - Interview of top candidates : The top 10 - 20 Entrants may be interviewed by the selected representatives of the Local Promoter either by telephone, video or in person depending on their location. Their applications will also be further assessed by an independent Global Social Business Analyst selected by the Global Promoter.

    Stage 3 - Selection of "Local Finalists": Based on the interview, together with all information received in advance, 3 to 5 of the best Entrants will be selected as finalists of the Local Competition (the "Local Finalists"). The Local Finalists shall be contacted by post, telephone and/or email.

    Stage 4 - Confirmation of the "Local Winner": The Local Finalists may be interviewed by the Judges and by selected representatives of the Local Promoter, either by video, telephone or in person at a local final pitch event depending on their location. Based on the interview or pitch performance, together with all information received in advance, two winners will be selected by the Judges as the winners of the Local Competition, in accordance with clause 2 a). Local Finalists will be responsible for covering the costs and logistics of making their way to the local final event, which will be communicated to them by 30th November 2018. The Local Winners shall be contacted by post, telephone and/or email.

    The Selection Process for England & Wales will take place separately and independently from the Selection Process for Scotland & Northern Ireland

  4. If a Local Finalist does not respond to any notification by the Local Promoter within the time period specified by the Local Promoter, or if a Local Finalist cannot be verified within the time required or if a Local Finalist is otherwise unable to accept their status as a Finalist or if their Representative cannot attend or participate in any required Competition event or is otherwise ineligible, their selection as Local Finalist will be forfeited and an alternative Local Finalist may be selected from reserve Local Finalists judged at the same time, at the Local Promoter's sole discretion.

  5. Any application that is found, at any time during the Selection Process, not to fully comply with these Local Terms or that otherwise contain prohibited or inappropriate content as determined by the Local Promoter, in its sole discretion, may be disqualified. The Local Promoter shall have sole and final determination as to which applications are eligible to take part in the Competition and no correspondence will be entered.

  6. The names of the United Kingdom Local Winners will be announced by a date no later than 25th January 2019.

CONFIDENTIALITY

  1. The Local Promoter does not solicit nor do they wish to receive any confidential or secret information or material about the Entrant. Any information or material submitted by the Representative will be deemed not to be confidential or secret. The Local Promoter and the Global Promoter will not, however, publicly share financial information or other sensitive business information which is clearly indicated to be confidential when submitted by the Representative without the consent of the Representative.

  2. The Local Promoter reserves the right to conduct further background checks on the Entrants, the Representatives and their business ideas. This may include, without limitation, civil and criminal court records and police reports on the Entrants, Representatives and entity directors. By entering the Competition Representatives give the Local Promoter permission to conduct such background and financial and criminal checks and, if necessary, shall provide such written authorisation as may be required to allow these to be carried out. The Local Promoter reserves the right, at its sole discretion, to disqualify any Entrant or Representative that fails to authorise such background checks or if, based on the results of the checks, the Local Promoter determines in its sole discretion that the Entrant or Representative is not suitable to participate in the Competition, including, without limitation, because the participation of the Entrant or the Representative in the Competition might reflect negatively on the Local Promoter and/or the Promoter or their related group companies.

CONFIRMATION OF ELIGIBILITY BY ENTRANTS

  1. By entering the Competition the Representative confirms that:
    1. the Entrant (including the activities thereof) does not and will not violate the rights of any third party;
    2. neither the Representative, the Entrant nor any of its directors or officers have ever been convicted of fraud, been bankrupt or disqualified from acting as a company director;
    3. the Entrant and its directors has not and will not carry out any act or omission which may or does (in the sole discretion of the Local Promoter and Promoter) bring the Local Promoter or Promoter into disrepute; and
    4. the Entrant and its business has and will at all times comply with the Pernod Ricard Code for Commercial Communications.

DATA PROTECTION

  1. By entering the Competition the Representative consents to the processing of any personal data it provides during the application process or throughout the Competition in accordance with this clause 24. The Local Promoter and where applicable, the Global Promoter will collect and process (including, for the avoidance of doubt, sharing with their affiliate companies) any personal data collected as part of the competition entry process in accordance with the Promoter’s global privacy policy available at https://www.chivas.com/en-gb/legal/privacy-policy.Subject to any marketing consents given the Local Promoter and the Global Promoter will only process such personal data for the purposes of running the Competition in accordance with these Local Terms and the Global Terms.

  2. By entering the Competition the Representative:

    1. consents to the processing of any personal data it provides during the application process or throughout the Competition in accordance with clause 24; and
    2. that it has obtained the consent from any individuals whose personal data it submits either during the application process or during the Competition.

MARKETING AND PROMOTION

  1. By entering the Competition Representatives agree to comply with this clause 25 should they become a Local Finalist. Representatives agree to participate in any reasonable promotional and publicity activities to be determined by the Local Promoter or the Global Promoter to promote the Competition for advertising, trade and promotional purposes anywhere in the world, either during or after the Competition ("the Promotional Activities"). The Promotional Activities could include but are not limited to use of the Entrant's business name, address, trademarks and logos; and the Representative's name, photographs, voice and/or other likeness.

  2. No compensation (other than travel or other expenses approved in advance by the Local Promoter or the Global Promoter) will be paid to the Representative or the Entrant for their participation in the Promotional Activities and the Representative will have no right of review for any Promotional Activities.

THE PRIZE

  1. The United Kingdom Local Winners shall receive:

    1. a place for the Representative in The Chivas Venture Accelerator Programme, scheduled to take place in March or April 2019 in the United Kingdom. The exact dates and location will be notified to any Local Finalists upon their selection as such. The prize includes the following for the Representative only:
      1. return economy flights from England, Wales, Scotland or Northern Ireland;
      2. 3 nights' accommodation in a hotel selected by the Promoter;
      3. airport transfers at destination to and from the relevant hotel as well as necessary;
      4. transfers to Competition events during The Chivas Venture Accelerator Programme week; and
      5. breakfast, lunch and dinner during The Chivas Venture Accelerator Programme;
    2. a place for the Representative at The Chivas Venture Global Final, scheduled to take place in May 2019 in Europe. The prize includes the following for the Representative only:
      1. return economy flights from England, Wales, Scotland or Northern Ireland;
      2. 5 nights' accommodation in a hotel selected by the Promoter;
      3. airport transfers at the destination to and from the relevant hotel and any necessary transfers to Competition events during The Chivas Venture Global Final week; and
      4. breakfast, lunch and dinner during The Chivas Venture Global Final week.
  2. The Local Winner must pay the cost of transport to and from his/her originating airport, travel insurance, any other travel related costs not specified above (including without limitation excess baggage charges, obtaining passports and visas), and for any other costs or expenses not specified above in clause 28. Please note that any costs arising from any room service, mini-bar or other charges at the hotel will be incurred at the expense of the Local Winner.

  3. All reservations and travel arrangements shall be with suppliers selected by the Local Promoter in its sole and absolute discretion. All arrangements will be made through a travel agent selected by the Local Promoter. Travel dates once arranged are not changeable and non-transferrable. Airline tickets are non-refundable, non-transferable, and are not valid for upgrades.

  4. The prize may not be substituted, replaced or combined with any other offer and travel may not qualify for frequent flyer miles. The prize is not assignable, substitutable or transferable by the Local Winners.

GENERAL CONDITIONS

  1. The Local Promoter is not responsible for:

    1. entries or other communications that are misdirected, lost, delayed, damaged or corrupted during delivery to or from the Local Promoter due to any computer malfunction, virus, bug, delay, erroneous or any other reason whatsoever;
    2. lost, interrupted or unavailable network, server, telecommunications, Internet Service Provider (ISP), website, or other connections;
    3. computer hardware or software malfunctions, failures or difficulties;
    4. any incorrect or inaccurate information, whether caused by human error, site users, tampering, hacking, or by any equipment or programming associated with or utilised in the Competition;
    5. injury or damage to Representatives' or to any other person's computer related to or resulting from participating in the Competition or downloading materials from or use of the Local Promoter's website; or
    6. other errors or difficulties of any kind, whether human, mechanical, electronic, computer, network, typographical, printing or otherwise, relating to or in connection with the Local Competition including, without limitation, errors or difficulties which may occur in connection with the administration of the processing of applications, the judging process, the announcement of the Local Competition semi-finalists, winner or in any related materials.
  2. The Local Promoter reserves the rights, at its sole discretion:

    1. to suspend, modify or terminate the Selection Process at any time and for any reason;
    2. to amend these Local Terms at any time; and
    3. to withdraw part or all the Local Competition if it cannot be operated as envisaged, or cannot be operated as envisaged in these Local Terms without disproportionate expense.
  3. By participating in the Competition Representatives agree that, to the extent permissible under applicable law, the Local Promoter, the Global Promoter, their parent companies, affiliates, subsidiaries and advertising and promotion agencies and all of their respective officers, directors, employees, representatives and agents (collectively, "the Released Parties") will have no liability whatsoever for, and shall be held harmless by Entrants against, any liability for any injuries, losses or damages of any kind, including death, to persons, or property resulting in whole or in part, directly or indirectly, from acceptance of the prize or participation in any aspect of the Local Competition or the Global Competition.

  4. The Entrant shall indemnify the Local Promoter and the Promoter from any and all claims, liabilities, costs and expenses arising in any way from a breach of the Entrant's obligations, warranties or representations under these Local Terms or in any way given as part of the Competition.

GOVERNING LAW

  1. The Local Competition shall be governed by the laws and the jurisdiction of the courts of England and Wales.