Terms and conditions.

1. Who we are, and what these terms cover

DQ Ventures Pte. Ltd. (UEN 202021364E), a company incorporated in Singapore with its registered office at 105 Cecil Street, #18-18 The Octagon, Singapore 069534, trading as DQventures (“DQ”, “we”, “us”).

These terms govern three programs:

• DQ Ideate, a one month program to help you choose which business to build. Commercial terms are in Schedule A.
• DQ Founder Partnership, our three stage business building program: Explore, then Validate, then Scale. Commercial terms are in Schedule B.
• DQ Grow, a one month diagnostic program for founders with an existing business, and the partnership options that follow it. Commercial terms are in Schedule C.

Sections 2 to 25 apply to all three programs. Each schedule then sets out the fees, duration, equity and deliverables for that program. If a schedule conflicts with sections 2 to 25, the schedule applies.

“You” means the founder or founding team named in our written acceptance. Where more than one person is named, each of you is jointly and severally liable for everything owed under these terms. Where you already own or control a business that takes part in a program, “your company” means that business, and you agree to procure that it complies with these terms as if it were a party.

If we launch other programs or products, separate terms may apply to those.

2. How an engagement starts

You apply, and we decide whether to accept you into the program. If we do, we send you a written acceptance naming the program and the fee. The engagement starts when you accept those terms and make the first payment. The date of your first call after payment is your start date. Nothing in an application, a call, a proposal or a piece of our website creates an agreement before that point.

Acceptance into one program does not entitle you to a place in another. Moving between programs, for example from Ideate into the Founder Partnership, or from Grow into a partnership, needs a fresh written acceptance from us.

3. What we do, and what you do

We provide the work set out in the relevant schedule: partner time, working sessions, research, materials, and in the Founder Partnership the build work described in Schedule B. We decide how our team is staffed and which of our people work with you.

You agree to:

• put in the time the program needs, which for the Founder Partnership is around twelve hours a week
• give us accurate and complete information about yourself, your idea and your business, and tell us promptly when something material changes
• respond to us and attend scheduled calls, or give reasonable notice when you cannot
• run your own business and make your own decisions, including every legal, tax, financial and employment decision

We are not your lawyers, accountants, tax advisers or financial advisers, and nothing we give you is legal, tax, accounting, investment or regulated financial advice. Get your own advice before you act.

4. Fees and payment

All fees are in US dollars and are non-refundable once paid, except where the law where you live gives you a right you cannot contract out of.

The first payment is due on acceptance and covers your first month, running from your start date. Where a program has monthly fees, each later payment is charged on the same date of the following month. Where your start date is the 29th, 30th or 31st, later payments are charged on the last day of any month shorter than that.

You can pay by bank transfer, debit or credit card, or another method we agree in writing.

If a payment is more than seven days late we may suspend work until it is paid. Suspension does not extend the program or reduce what you owe.

5. Equity

Some programs give DQ equity in your business. Where a schedule says so, the percentage, the timing and the trigger are set out in that schedule.

These terms do not themselves transfer or issue any shares. Equity is granted through separate documents: a shareholders’ agreement, and a share subscription or transfer, in a form we agree at the time. You agree to sign those documents and to do everything reasonably needed to complete the grant, including obtaining any consent, board approval or shareholder waiver required, and procuring that existing shareholders waive pre-emption rights where they apply.

Everything about the shares themselves, including how they are held, what happens on a funding round, and what happens if either of us wants out, is governed by the shareholders’ agreement. These terms do not override it.

You warrant that you are able to procure the grant described in the relevant schedule, and that no agreement, financing document or third party right prevents it. Until the grant completes, any monthly fee in the relevant schedule keeps running. If it turns out you cannot procure the grant, we may terminate under section 15.

Signing the shareholders’ agreement is a condition of our continued involvement and of any further work or funding from us.

6. Intellectual property

Each of us keeps the intellectual property we already had. Nothing here transfers it.

Your idea, and the intellectual property created for your business during a program, belongs to you. That includes everything we design, build or fund for you under Schedule B3, such as your brand, your website and your MVP. In the Founder Partnership, once the new company is incorporated, that intellectual property transfers to the company, and you agree to sign whatever is needed to complete the transfer. In Grow, intellectual property created for your existing business belongs to that business.

We keep ownership of our own frameworks, models, worksheets, templates, scoring systems, playbooks and methodology. We give you a perpetual licence to use them inside your own business, at no cost, for as long as you want. You may not sell them, publish them, license them to anyone else, or use them to run a competing program or advisory service.

We work with many founders and we build up general knowledge, skills and know-how as we go. We are free to use that know-how with other founders, as long as we keep your confidential information confidential.

You warrant that your idea is yours, that you are free to pursue it, and that it does not breach anyone else’s rights, including any obligation you owe your current or former employer.

7. Confidentiality

Each of us will keep the other’s confidential information private and use it only for the engagement. This does not apply to information that is already public, that we or you already had, that either of us develops independently, that a third party gives us without a duty of confidence, or that the law or a regulator requires us to disclose.

We may share your information inside our team, with our advisers, and with people we bring in to work on your business, on the same terms of confidence. We may also share it with people in our network where doing so helps you, for example an introduction to a prospective customer or investor, and you agree to that.

We may include information about you, your business and the work we did together in our marketing materials, subject to your approval. Section 17 sets out how that works.

Confidentiality survives the end of the engagement.

8. Data protection

We collect, store and use personal data in line with applicable data protection law, including the Singapore PDPA, the UK GDPR and the EU GDPR where they apply. Our Privacy Policy explains what we collect and why. You are responsible for having a lawful basis for any personal data you pass to us, including data about your own customers and prospects.

9. We work with other founders

We run several programs at once and we look at a lot of businesses. We may work with, invest in, advise or introduce founders whose businesses overlap with, compete with, or resemble yours, before, during or after your engagement. Nothing here restricts that, and you will not claim a conflict on that basis. We will still keep your confidential information confidential.

We may decline to work on an idea, or stop working on one, where we think there is a conflict with another company in our portfolio. Where we stop for that reason, we will tell you in writing and you will owe no further monthly fees from that date.

10. No guarantee of results

We cannot and do not guarantee that your idea will work, that you will win customers, that you will incorporate, that you will raise money, or that your business will reach any particular revenue or valuation. Any figure, timeline, statistic or founder outcome on our website or in our materials describes what has happened for other founders. It is not a forecast or a promise about you.

We make no representation that our recommendations are commercially useful or that following them will avoid infringing anyone else’s rights. Every decision about your business is yours.

11. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

Subject to that, neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, whether or not it was foreseeable.

Subject to the first paragraph, our total liability for all claims connected with an engagement, whether in contract, negligence or otherwise, is capped at the total fees you actually paid us under that engagement.

12. Your indemnity

You will indemnify us against claims, losses, liabilities and reasonable costs arising from your acts or omissions, your breach of these terms, the operation of your business, or a claim that your idea or business infringes someone else’s intellectual property.

13. Assessment points and gates

Where a schedule sets out an assessment or gate, we hold it jointly with you and we look at the evidence together. We want your view and we will give you ours. The decision on whether an engagement continues into the next stage or phase is ours.

Passing one stage does not entitle you to a place in the next. You are never obliged to accept an invitation to continue.

14. Term

Each engagement runs from your start date until it ends under section 15, or until the program finishes as described in the relevant schedule.

15. Ending an engagement

Either of us may end the paid, hands on engagement by giving seven days’ written notice, at any time and for any reason.

Either of us may end it immediately on written notice if the other materially breaches these terms and does not fix the breach within fourteen days of being asked to, becomes insolvent or enters any equivalent process, or does something that we reasonably consider damages our reputation or the reputation of our portfolio.

We may also end it immediately if you give us information that is materially false or misleading, or if you cannot procure an equity grant that a schedule requires.

Ending the paid, hands on engagement does not end our shareholding or our role alongside you. Where DQ’s shares have already been granted, we keep them and we stay on as your shareholder and advisor for the life of the business, as described in Schedule B1. What happens to those shares, in any circumstance, is governed by the shareholders’ agreement and is unaffected by a hands on engagement coming to an end.

Ending an engagement does not affect rights or obligations that already accrued. Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, and 16 to 25 survive.

16. What happens when an engagement ends

Fees already paid are not refunded. Monthly fees not yet due stop. Any cost we had agreed to fund but not yet paid will not be funded.

Everything produced for your business is yours to keep, subject to section 6. Your licence to use our frameworks continues.

17. Marketing and publicity

We may use your name, your company name and your logo on our website and in our marketing, and may describe the work we did together. Both are subject to your reasonable approval. Where you give us a written testimonial or agree to a case study, we may keep using it after the engagement ends.

18. The relationship between us

This is not employment, partnership in the legal sense, agency or a joint venture. You act as an independent contractor and neither of us can bind the other. Your place in a program is personal to you and you cannot transfer or assign it.

You take part in a program in a business capacity, as someone building or running a business, and not as a consumer. Consumer protection rules that apply to consumer purchases do not apply to these terms.

19. Assignment

You may not assign or transfer your rights or obligations without our written consent. We may assign ours to a group company or to a buyer of our business.

20. Third party rights

Only you and we can enforce these terms. No one else has any right under the Contracts (Rights of Third Parties) Act 2001 of Singapore.

21. Notices

Formal notices must be in writing and sent by email: to us at legal@dqventures.com, copied to arjun@dqventures.com, and to you at the email address in our written acceptance. Either of us can change the address by giving written notice. A notice sent by email is treated as received on the next business day in Singapore.

22. Events outside our control

Neither of us is liable for failing to perform because of something outside our reasonable control, including natural disaster, war, civil unrest, epidemic, government action, or failure of banking or telecommunications infrastructure. If it lasts more than sixty days either of us may end the engagement on written notice.

23. Compliance

You confirm that neither you nor your business is the target of trade sanctions, and that you will not use anything we provide in breach of applicable sanctions, export controls or anti-bribery law. We may end an engagement immediately if that stops being true.

24. Changes, and the rest

We may change these terms for future engagements at any time by publishing a new version. Changes to a live engagement need your written agreement.

If any part of these terms is unenforceable, the rest still applies. Not enforcing a right once does not waive it. These terms, together with our written acceptance and any schedule, are the entire agreement between us about the engagement, and supersede everything said or written before. Any equity arrangement or shareholders’ agreement stands separately, and where it deals with the shares it takes precedence over these terms.

25. Governing law and disputes

Singapore law governs these terms, whatever country you are in.

If a dispute arises, we work through it in three steps. First, senior people from both sides try to resolve it, with thirty days to do so. Second, if that fails, we appoint a mediator and give mediation sixty days. Third, if mediation fails, the dispute is finally resolved by arbitration in Singapore under the SIAC Rules, before one arbitrator, in English. The seat is Singapore. Either of us may still apply to a court for urgent interim relief.

Schedule A: DQ Ideate

Schedule B: DQ Founder Partnership

Schedule C: DQ Grow