PARTICIPATION AGREEMENT

54 Collective Entrepreneurship Academy Programme


This Agreement is made between each participant of the programme (“you”/ “your”) and (for the benefit of) AFVs Kenya Solutions Limited, a  Kenyan limited liability company with registration number PVT-LRUYGYBD (“54 Collective VC” / “we”/”us”).


Please read these terms and conditions carefully before proceeding with your participation in the ‘54 Collective VC Entrepreneurship academy programme’ (the “Academy” / the Programme). By clicking the "Accept" button below, you agree that you shall be bound by these terms and conditions, as may be amended, novated and/or restated from time to time.


  1. Program Objectives


54 Collective has curated a comprehensive 4-week initiative designed to empower and guide aspiring founders and entrepreneurs on their journey to identifying and pursuing evidence-backed business opportunities.


The primary objective of the Academy is to equip you with the knowledge and skills needed to explore, develop, and present a viable business concept. By the end of the program, you should have the capacity to distill your entrepreneurial vision into a feasible business endeavor, effectively navigate the market landscape, and secure the necessary support to advance to the next phase of your entrepreneurial journey. 


This agreement sets out the material terms and conditions of your participation in the Programme.


  1. Duration

This agreement shall commence from the date on which you sign up to these terms and conditions and shall continue in force for the duration of the program (as communicated by us in writing), unless terminated earlier by us, in our sole discretion.


  1. Commitment to Programme 

  1. You undertake to attend all scheduled sessions and activities as outlined in the Programme schedule. 

  1. You undertake to actively engage in all Programme activities, including discussions and group activities. Your active participation is essential for your learning experience and the overall success of the Programme.

  1. If you miss more than one webinar without our prior consent, we reserve the right to terminate your participation in the Programme. 

  1. In the event of death, illness, or other cases, that may result in you missing any program agenda, you are required to inform your program manager immediately.

  1. You agree to comply with all Programme policies and guidelines, including codes of conduct, ethical standards, and any other rules or regulations established by the Programme organizers.

  1. You shall adhere to all phase criteria specified by us in writing from time to time.

  1. You will be encouraged to utilize all resources provided by us.

  1. Your participation, progress, and webinar attendance will be reviewed each week. If you do not meet the Programme’s weekly phase criteria, you shall not be allowed to graduate. 

  1. You hereby undertake that you shall not, directly or indirectly, in public or private, at any time during the subsistence of this agreement, say or do, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame or be harmful to the reputation of the business of Founders Factory Africa, whether defamatory or otherwise.

  1. You undertake that you shall not, directly or indirectly, say or do (in any manner or in any medium whatsoever, including via Whatsapp groups, virtual webinars and/or in person gathering), anything inappropriate and/or that amounts to harassment and/or discrimination towards fellow participants.

  1. You acknowledge that upholding professional conduct and mutual respect among participants are essential for fostering a conducive learning environment. In this regard, you hereby agree to maintain sobriety and exhibit respectful behavior throughout all the sessions to be held for the duration of the Programme.

  1. You hereby acknowledge and agree that any webinar recording, photos and videos taken during the Programme may be used by the Academy / Founders Factory Africa for media purposes, including but not limited to promotional materials, social media posts, and website content. By participating in the Programme, you agree to the use of your likeness in such materials without any further consent or compensation.


  1. Representations and Warranties

  1. You represent that you have the power to enter into and perform in terms of this agreement.

  1. You represent and warrant that the entry into and performance by you of, and the transactions contemplated by, this agreement does not and will not conflict with any law or regulation applicable to you.


  1. Indemnity


You hereby indemnify us against any properly evidenced cost, loss or liability reasonably incurred by us as a consequence of your breach of this agreement.


  1. Intellectual Property Rights


  1. You shall retain ownership of all your intellectual property, including but not limited to your company's name, trademarks, copyrights, and any other proprietary information developed or used by you before or during the course of the program. However, you agree to grant to us a non-exclusive, royalty-free license to use your intellectual property solely for program-related purposes. This includes but is not limited to, promoting the program, showcasing program success stories, and marketing activities directly associated with the program. For the avoidance of doubt, this license does not grant us any ownership rights to your intellectual property.


  1. The Academy upholds the principles of integrity and originality. If you are found to have engaged in unethical practices, such as stealing ideas/concepts or other forms of intellectual property from another participant, we reserve the right to conduct an investigation. If the allegations are substantiated, we reserve the right to terminate your participation in the Programme with immediate effect.


  1. Confidentiality


  1. All communications between you and the Academy and all information and other materials supplied to or received by you by its nature is intended to be for your knowledge of the alone or otherwise confidential and all information concerning the business transactions and the financial arrangements of Founders Factory Africa with any person with whom Founders Factory Africa is in a confidential relationship with regard to the matter in question coming to your knowledge, shall be kept confidential unless or until Founders Factory Africa can reasonably demonstrate that any such communication, information and material is, or part of it is, in the public domain through no fault of its own.  To the extent that it is in the public domain or is required to be disclosed by law or in pursuance of employment duties, this obligation shall then cease.


  1. The obligation contained in this clause shall endure, even after the termination of this Agreement, without limit in point of time except and until such confidential information enters the public domain as set out above.


  1. Breach


Without limiting any rights we may have under any applicable law, should you breach any provision of this agreement and fail to remedy such breach within 3 (three) business days after receiving written notice from us requiring you to do so, then the we shall be entitled, without prejudice to any other rights in law including without limitation any right to claim damages, to claim immediate specific performance of any and all of your obligations then due for performance in terms of this agreement, to suspend any disbursement of any portion of the funding contemplated herein and/or to terminate this agreement.


  1. Data Privacy


  1. Personal Information: It is acknowledged that the information regarding you, this agreement, and the transactions contemplated in this agreement, which you provide to us from time to time pursuant to this agreement, may constitute personal information ("Personal Information").


  1. Consent and Authorization: You agree specifically and unconditionally that:



  1. you shall permit Founders Factory Africa, its related entities, entities in joint ventures, partnerships, or similar arrangements, or entities providing services to Founders Factory Africa, or conducting business under a name that includes the Founders Factory Africa, or any variation thereof (including their subsidiaries, related or interrelated parties, and affiliated companies, to the extent applicable), and any trusts established by Founders Factory Africa for its operations, and entities related or interrelated to those trusts, collectively referred to as the "FFA Group" (wherever they may be located, including countries with data protection laws different from those of the Republic of Kenya) to process your Personal Information;


  1. you shall permit the processing of Personal Information on infrastructure belonging to any third party with whom the Academy and/or any member of the FFA Group enters into an operator agreement;


  1. you shall permit the Academy and/or any members of the FFA Group to process the Personal Information that you, your subsidiaries, affiliates, consultants, advisors, or employees provide to facilitate the conclusion of this Agreement and the fulfilment of obligations under this Agreement;


  1. you agree to the indefinite storage of all information comprising Personal Information;


  1. you shall authorize the transmission of such Personal Information to other parties (wherever they may be located, including countries with data protection laws differing from Republic of Kenya) as deemed necessary by FFA for implementing the transactions contemplated in this agreement;


  1. you shall allow Founders Factory Africa to retain any financial statements, documentation (including but not limited to this agreement), or other instruments provided to Founders Factory Africa pursuant to this Agreement as part of the Founders Factory Africa’s and the FFA Group's internal know-how; and


  1. your submission of any Personal Information to the Academy and/or any members of the FFA Group in any form in connection with this Agreement constitutes your acknowledgment that such conduct is authorized and constitutes an unconditional, specific, and voluntary consent to the processing of such information.


  1. Third Party Rights: All benefits conferred upon members of the FFA Group under this clause constitute a third party right in favor of each member of the FFA Group and may be accepted in writing by any member of the FFA Group at any time after the conclusion of this Agreement.



  1. No implied Terms


No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this agreement in regard to the subject matter thereof.


  1. Governing Law and Jurisdiction:


This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Kenya. Any disputes arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.


  1. Entire Agreement:


This agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.