Legal
1. Introduction
1.1
This document explains the process of developing Ideas into a Project and how You as a Visitor or You as a Member can participate in the three step Rock 'n' Roll Stage! The best way to visualise this process is - "sharing ideas, pitching ideas and funding ideas".
1.2
Hopefully all the information You need will be here but if not please contact us on info@azudoo.com.
2. Definitions
2.1
Where words start in the middle of a sentence in capital letters whether in this Policy or elsewhere on the Website, this doesn't mean that Our grammar is rubbish, it means that those words have the meanings set out below:
(a)
"Board" means the board of Directors of the Mutual.
(b)
"Fund" means the level of funds, which is available to fund Projects as determined from time to time by the Board.
(c)
"Governing Documentation" means all byelaws, policies and documents that are produced by the Board and posted on the Website which seek to give effect to the Rules.
(d)
"Idea" means any idea or proposal which complies with this Policy, the Content Policy and the Rules and which has been posted on the Website either by a Visitor or a Member and which will be voted on in accordance with the provisions of this Policy.
(e)
"Idea Rock 'n' Roll Stage" means the process to turn an Idea into a Pitch undertaken in accordance with this Policy.
(f)
"Members" means those individuals, firms, corporate bodies and other organisations who have completed the application process in the Rules and who have received their Certificate of Membership (as defined in the Rules) from the Mutual.
(g)
"Money Rock 'n' Roll Stage" means the process to determine which of the Top Pitches are allocated Funds in accordance with this Policy.
(h)
"Mutual" means AZUDOO Limited as the registered Industrial & Provident Society.
(i)
"Our", "Us", "We" means us, the Mutual.
(j)
"Pitch" means an Idea that has become a Pitch in accordance with the provisions of this Policy.
(k)
"Pitch Rock 'n' Roll Stage" means the process to determine which of the Pitches are to become Top Pitches undertaken in accordance with this Policy.
(l)
"Project" means an Idea which has been through the Rock 'n' Roll and to which Funds have been allocated pursuant to this Policy to achieve the Objects and the Mission Statement of the Mutual.
(m)
"Promoters" means those Visitors and/or Members who have either individually or collectively proposed an Idea, or promoted the Idea through the Rock 'n' Roll as provided for in this Policy.
(n)
"Rock 'n' Roll" means the voting process as set out in this Policy (including the Idea Rock 'n Roll Stage, the Pitch Rock 'n Roll Stage and the Money Rock 'n Roll Stage).
(o)
"Rock 'n' Roll Cycle" means each period of time (as the Board decides) within each stage of Rock 'n' Roll.
(p)
"Rules" means the rules governing the Mutual.
(q)
"Top Pitch" means a Pitch that has been voted to participate in the Money Rock 'n' Roll Stage in accordance with the provisions of this Policy.
(r)
"Visitor" or "Visitors" means the persons: who are not Members but who are registered users of the Website; who are permitted to use the facilities of the Website including posting ideas (but who are not permitted to take part inRock 'n' Roll ); and whose access to the Members' section of the Website is restricted.
(s)
"Website" means any websites, which We own and operate from time to time including http://www.azudoo.com.
(t)
"You", "Your", "Yourself" means well, you obviously!
3. What type of ideas can be brought to life?
3.1
You will see from the Rules, at Rule 17.1 that Projects must be what We call "genuine, legal, decent and honest" and must also comply with Our Mission Statement and Objects (Rules 3 & 4 respectively).
3.2
This Policy applies to all Ideas that are posted on the Website so please do not post any Idea that does not comply, as We will then have to remove it from the Website.
3.3
Any Idea that is posted either by a Visitor or a Member must not directly or indirectly promote, permit or contemplate:
(i)
the promotion or conduct of war or armed conflict;
(ii)
the design, manufacture or distribution of arms or munitions;
(iii)
the production, processing or distribution of any illegal drugs or substances;
(iv)
the establishment or operation of casinos or any other form of gambling;
(v)
pornography or the provision of products or services of a substantially similar nature;
(vi)
the manufacture or distribution of tobacco or tobacco related products;
(vii)
extortion, bribery, crime, unjust enrichment or any other unlawful activity;
(viii)
the employment of forced labour or harmful child labour; or
(ix)
any other activity that may bring the Mutual into disrepute.
3.4
You must also ensure that all Ideas not only comply with this Policy but also with any local and international laws, conventions including human rights conventions and declarations and environmental agreements. You will be asked to confirm that this is the case when you post your Idea on the Website by confirming that you have read and agreed to this Policy.
3.5
The Rules say that any Idea/Project must also be environmentally friendly in that as far as possible it promotes environmentally sustainable practices and has as little impact on the environment as possible so please bear this in mind when you post your Idea.
3.6
Any Idea or Project which does not comply with this paragraph 3 will be removed from the Website.
3.7
The Board will have the power to request further information regarding an Idea, a Pitch or a Top Pitch or a Project to enable it to be satisfied that there is full compliance with the Rules, this Policy and all other Governing Documentation. Should You fail to submit any of the requested information within 14 calendar days starting with the date of the request or should such information not satisfy the Board's concerns, the Board will have the power to terminate the Idea, the Pitch, the Top Pitch or the Project and remove all relevant content relating to it from the Website; and/or take any necessary action against the Promoters for a breach of the Rules and all other Governing Documentation.
3.8
In the event that there is any conflict between this Policy and Rule 17 then Rule 17 will prevail.
4. Voting procedure on ideas, pitches,
top pitches and projects
4.1
Rock 'n' Roll is designed to enable any Idea to move from being an Idea to being a fully funded Project.
4.2
The Board will decide the length of each stage of Rock 'n' Roll and the number of voting cycles available in each of the stages in the process.
4.3
The Board in order to protect the interests of the Mutual and to meet the operational needs of the Mutual and/or the Website shall in its absolute discretion be entitled to change the length of the cycles and the number of voting cycles available for each of the stages in the process by giving notice to the Members via the Website and the period of notice will be no less than the prevailing number of weeks in each stage of Rock 'n' Roll. It is possible that Ideas and Projects may be affected by such a change, but in such circumstances the Board and the Mutual cannot be liable in respect of this.
4.4
The Board will also be entitled to create a period or periods of interim due diligence and fraud checks during the Rock 'n' Roll.
4.5
Rock 'n' Roll is a voting mechanism which will be applied to each and every vote required by this Policy. Only Members will be entitled to vote.
4.6
In each Rock 'n' Roll Cycle Members will be entitled to cast either one vote for, being a "Rock", or one vote against, being a "Roll", every Idea, Pitch or Top Pitch as the case may be. "Rock" votes will be netted off against "Roll" votes to give a net score.
Sharing ideas
4.7
A Promoter anywhere can create an Idea: You dont have to be a Member. There is a function on the Website called "Start your Idea" which is where You post an Idea and submit it along with any pictures and stills in support of Your Idea. By submitting Your Idea to the Mutual in this way You will be putting the Idea forward for the support of the Members.
4.8
If an Idea is to progress to funding then it must go through each Rock 'n' Roll Cycle within each stage of Rock 'n' Roll (i.e. Idea Rock 'n' Roll, the Pitch Rock 'n' Roll and the Money Rock 'n' Roll).
4.9
The first stage starts when the Idea is published on the Website. As soon as this has happened Members can start voting on that Idea.
4.10
To progress to the stage where it is capable of being submitted as a Pitch the Idea must receive such a number of net "Rock" votes in the Idea Rock 'n' Roll Stage (as the Board may prescribe and publish on the Website) within that stage's Rock 'n' Roll Cycles.
4.11
If the Idea has not achieved the prescribed level of votes within the Ideas Rock 'n' Roll Stage then the Idea will automatically be deleted from the Website.
4.12
If You are a Visitor and wish to vote then you will need to join the Mutual.
4.13
In the event that an Idea that has been deleted under paragraph 4.10 is then re-posted on the Website the Mutual reserves the right to delete that re-posted Idea from the Website.
Pitching ideas
4.14
Once an Idea has progressed through the first stage it can then move forward to the Pitch stage if its Promoter submits the relevant documentation in the form prescribed on the Website.
4.15
Members can "Rock" or "Roll" on any or all of the Pitches and the objective is for the Pitch to achieve as many net "Rock" votes as possible by the end of each published voting cycle of the Pitch Rock 'n' Roll Stage.
4.16
At the end of each published voting cycle the Pitches will be ranked in order of number of net "Rock" votes received and against that ranking the Board will identify how many of them (starting with the winner and going down) will go forward into the Money Rock 'n' Roll Stage.
4.17
The Pitches that go forward are the Top Pitches. The Board will publish the Top Pitches on the Website.
4.18
Only Members can "Rock" or "Roll" a Pitch and/or a Top Pitch. If You are a Visitor and wish to vote then you will need to join the Mutual.
4.19
A Pitch will have the amount of time of the voting cycle, as published on the Website, in the Pitch Rock 'n' Roll Stageto acquire the necessary Rock votes to become a Top Pitch and move forward in the process and each cycle shall be a separate chance for each Pitch to become a Top Pitch so if there are there three cycles in the Pitch Rock 'n' Roll Stage each Pitch will have three separate chances to move forward in the process.
4.20
If the Pitch has not become a Top Pitch within Pitch Rock 'n' Roll Stage in which it first becomes a Pitch then the Pitch will automatically be deleted from the Website.
Funding ideas
4.21
In respect of each Money Rock 'n' Roll Stage the Mutual will publish on the Website details of how much money is available and the date upon which the Money Rock 'n' Roll Stage will begin and end and the number of cycles in that stage.
4.22
Only Members can vote in the Money Rock 'n' Roll Stage. If You are a Visitor and wish to vote then you will need to join the Mutual.
4.23
At the end of each published voting cycle in the Money Rock 'n' Roll Stage the Top Pitches will be ordered according to the net "Rock" votes received.
4.24
There will then follow an apportionment of the money available in that voting cycle amongst the Top Pitches in accordance with the votes received.
4.25
In the event that following this allocation a Top Pitch is allocated all that it sought from the Mutual it will move forward to the due diligence and contracting phase We describe below.
4.26
In the event that a Top Pitch does not receive its full allocation of money it will notionally retain that allocation of monies although such funds will be retained by the Mutual for the time being and will automatically participate in the next voting cycle of that Money Rock 'n' Roll Stage and will continue to participate until the expiry of that Money Rock 'n' Roll Stage or the receipt by it of its full allocation.
4.27
If, by the expiry of the Money Rock 'n' Roll Stage in which a Top Pitch first enters the cycle, that Top Pitch has not received its full allocation of funds then that Top Pitch will fail and will be deleted from the Website. The ring-fenced funds held by the Mutual in respect of that Top Pitch will return to the Fund.
5. Due diligence
5.1
Each Project must go through a due diligence process. This process involves our lawyers, accountants and/or any other advisers which the Board deems necessary, checking the details of the Project to ensure that: it is a "genuine, legal, decent and honest Project"; the Mutual's money is going to a Project which meets the requirements set out in the Rules, this Policy and all other Governing Documentation; and to ensure contractual paperwork that is needed to protect the Mutual and its Members is put in place.
5.2
When the Due Diligence process is successful and the contracting process detailed in paragraph 8 below is completed the Project will then receive the allocated money in accordance with the terms agreed.
5.3
If the Due Diligence process is unsuccessful the Project will be removed from the Website and in order for it to be re-submitted it will need to start life again as a new Idea.
6. Role of the promoters
6.1
As You will have already seen above the process of proposing an Idea and then bringing it to life has roles for everyone to get involved in including Visitors and/or Members. It is this co-operation between Promoters that is the essence of the Mutual. However, this notion will only be successful if We all work together. It is therefore vital that all Promoters, at whatever stage of the voting process, accurately present their Ideas and Pitches on the Website with relevant, clear, specific and precise information being posted at all times.
6.2
All of the information relating to an Idea or Pitch that Promoters submit to the Mutual or post on the Website, including the Pitch Form (which is the required form to move to the second phase of voting), must comply with the Rules, this Policy and all other Governing Documentation. In circumstances where Ideas and Pitches do not comply with the Rules, this Policy and all other Governing Documentation We are obliged to act appropriately in order to protect both the Mutual and its Members. This could include removing the content and/or Idea or Pitch from the Website (for more information on this please see our Content Policy).
6.3
Even if a Project has moved through due diligence, if We:
(a)
reasonably believe that the particular Project in question is no longer a 'genuine, legal, decent and honest Project', which is consistent with the Objects and the Mission Statement as set out in the Rules; and/or
(b)
are reasonably concerned that the Promoters do not have the intention, resources, skills and organisation to effectively implement the Project,
We have the power to remove the Project from the Website and terminate and/or withdraw funding to that Project and seek any further redress where appropriate.
6.4
Promoters must provide regular updates of Projects to Us and/or any delegated committees responsible for taking such updates as well as posting the updates on the Website. These updates must be in the form specified by the Board. If Promoters fail to provide reasonable updates as to the progress of the Project, then We will have the power to remove the Project from the Website, and terminate or withdraw funding to the Project and seek any further redress where appropriate.
6.5
All of the information, documentation and links that You will need to start proposing Ideas are on the Website.
7. Alterations to projects
7.1
Once an Idea has been posted on the Website, the details of that Idea can be changed and developed until that Idea achieves the required net "Rocks". If You vote for an Idea that subsequently changes You will have the opportunity to vote against that Idea in a subsequent voting cycle in that stage and when and if it becomes a Pitch if you then do not like what it has developed into.
7.2
Once an Idea has become a Pitch it cannot be changed. If You like a Pitch you can vote for it but if you change your mind you can then vote against it in a subsequent voting cycle in that Pitch Rock 'n' Roll stage.
7.3
The only other time any alterations can be made to a Pitch or Project is where it is not, for some reason, fully compliant with the Rules, this Policy and all other Governing Documentation. The Promoters will have only 7 days in which to make the necessary non-material changes in order to make the Pitch or Project compliant otherwise it will be lost and deleted from the Website. If it appears to the Board that there are material changes required in order to make the Pitch or Project fully compliant then it will automatically be lost and deleted from the Website.
7.4
Some non-material changes may be made to a Project when the Promoters are actually seeking to bring the Project to life providing that a fully detailed update is given to the Board. However, if the Board reasonably believe that by allowing the changes the Project has materially changed, the Board has the power to withdraw or terminate funding; and seek the full recovery, by whatever means necessary, of any funds already advanced to the Promoters.
8. Contracting with the mutual
8.1
For all intents and purposes the ownership of a Project remains with the Promoters subject to the terms of the offer made by the Promoters in the Pitch Form. In order to protect the Promoters and the Mutual it will be necessary to enter into contractual documentation in order to protect the rights of all those concerned.
8.2
This sounds very complicated and legal but it is not! Basically, when a Promoter submits their Pitch Form they must fill out the section that deals with the "Offer to the Mutual". This could be anything but if You were looking to erect a building for a particular purpose consistent with the Rules, this Policy and all other Governing Documentation, in return for the Mutual's cash, You may well offer a 50% share of the legal ownership of that building! The same goes for intellectual property rights or returns on investments, the list could be endless providing the Mutual is allowed by the Rules to be involved in those kinds of activities!
8.3
Any such offer will form part of the Pitch and the Members will obviously have to take this into consideration when casting their votes in the Rock or Roll Stage.
8.4
Depending on what the offer is, We will need to make sure that the relevant legal documents are in place to protect all concerned and this will usually take place in the due diligence stage!
9. Anti fraud arrangements
9.1
In addition to the powers set out in paragraph 3.7 above the Board will have the power to request further information regarding an Idea, a Pitch or a Top Pitch or a Project to enable it to be satisfied that there is no risk of fraud or other dishonesty or risk of appearance of fraud or dishonesty. Should You fail to submit any of the requested information within 14 calendar days starting with the date of the request or should You submit the information and the Board determines in its absolute discretion that there remains the risk of fraud or dishonestly or the risk of appearance of the same, the Board will have the power to terminate the Idea, the Pitch, the Top Pitch or the Project and remove all relevant content relating to it from the Website; and/or take any necessary action against the Promoters for a breach of the Rules and all other Governing Documentation.
9.2
In the event that the Mutual creates a period or periods of due diligence and fraud checks during Rock 'n' Roll this will be published on the Website and the period of time allocated will be added to the relevant stage of Rock 'n' Roll.

