TERMS AND CONDITIONS OF PARTICIPATION

Thank you for your interest in participating in the "Disruptive 2019" Program (hereinafter, the "Program").

Please read these terms and conditions carefully, since they contain the guidelines for taking part in the program, information about this, and your rights and responsibilities.

You agree to be bound by these terms from the moment in which you decide to start the application process for registration and, where applicable, once you are enrolled as a participant.

Addityou can find more information about the Programs as well as the rest of the corresponding legal notices on the www.disres website (hereinafter, the "Website").

  1. ORGANISATION

    The Program is organised by GRUPO BUPA SANITAS, S.L., an entity incorporated and existing pursuant to Spanish law, whose registered address is in Calle Ribera de la Loira 52, 28042 Madrid and registered in the Commercial Registry of Madrid, its reference being: Volume 18407 Sheet 109, Section 8, Page M319405, entry 1, with Tax ID no. B-83501320 (hereinafter, the "Organiser").

    The Sanitas Group, of which the Organiser forms part, offers products and services tailored to genuine needs at every stage of life, through a comprehensive selection of insurance cover for health, hospitals, medical centres, dental clinics and other health services, as well as homes for the elderly.

  2. PURPOSE OF THE PROGRAM

    The Program’s purpose is to develop pilot projects jointly between the Organiser’s Group companies and start-ups. Consequently, the Organiser, from this moment onwards, will be searching for, assessing, incubating and, where appropriate, fast-tracking, start-ups with innovative and/or disruptive projects that already have a minimum viable product, and which are willing to comply with the Program’s rules, and once it has come to an end, to consider the possibility of collaborating with the Sanitas Group, in the terms agreed, as the case may be, in the corresponding contract, to explore the development of commercial projects and business opportunities.

    For explanatory purposes, the requirement for a minimum viable product is intended to ensure that the start-ups taking part in the Program already have prior knowledge and experience in developing projects that may be of interest to the Organiser’s Group. It is expressly clarified that in no case will this requirement imply that this minimum viable product will be the one to be developed within the pilot project, since it is necessary for the projects to be newly-created and jointly developed with Organiser Group companies, without prejudice to the fact that they may use products or prior knowledge from the start-up and/or of the Organiser Group companies and that the outcomes of the pilot projects may be similar to the products developed by the start-up or by the Organiser Group’s companies.

    There are six categories within the Program within which the project must fit. These categories, which essentially focus on health solutions, are described below:

    1. Robotics

      Robotics is a science or branch of technology that studies the design and construction of machines capable of performing tasks performed by humans or requiring the use of intelligence. It is playing an important role in the field of health and medicine, where today more than 2,500 types of robot perform different functions, assisting the work of humans, working more quickly and accurately, shortening rehabilitation times, etc. In a word, they facilitate and improve healthcare provision.

    2. Prevention

      New technologies involve patients in taking care of their own health, encouraging disease prevention. EHealth, telemedicine, health-related applications, or the recent emergence of wearables show that technology can help in both prevention and health care, through tools allowing for immediate access to information, enhancing knowledge and awareness about the impacts over the medium and long term of life habits.

    3. Liquid Hospital (H2.O)

      Liquid Hospital (H2.O) is a new hospital concept directed towards a collaborative model between patients, professionals and society, placing innovation at their service to improve health care. Its main goals are to enable patient care beyond the hospital and promote the exchange of knowledge among professionals.

      The elements forming part of the liquid hospital initiative are, among other things:

      • eHealth
      • Social networks
      • Thematic portals
      • Virtual spaces
    4. Artificial Intelligence

      Artificial Intelligence is the intelligence exhibited by machines. It is a set of technologies allowing machines to understand, act and learn.

      In the world of health there are numerous success stories in which medical services rely on Artificial Intelligence to carry out more precise diagnoses and more effective treatments.

    5. Data & Analytics

      Currently, more than 2,500,000 million gigabytes of data are generated every day. Companies worldwide and many from different sectors use this large-scale data to make predictions about the future and take important decisions.

      Recent technological advances have reduced data storage and computing costs, making data storage easier and cheaper than ever before. Currently, with a greater volume of cheaper and more accessible data, more precise and accurate business decisions can be made.

    6. Blockchain

      Thanks to the immutability of data and its traceability, Blockchain technology is destined to revolutionise the health management model.

      Blockchain, or a chain of blocks, is essentially an immutable record of digital events "distributed" or shared between many different parties. The best-known application of Blockchain are the cryptocurrencies, digital assets used to exchange value among persons or institutions. The most important capitalisation-based cryptocurrency is Bitcoin, followed by Ethereum and Ripple.

      There are numerous examples of other uses of blockchain technology in addition to cryptocurrencies. For example, Walmart and Maersk are already using blockchain to manage the supply chain and locate containers, respectively.

      The first few uses of blockchain are beginning to emerge in the health sector in relation to patient health management information, payment systems and real-time monitoring of health information. Blockchain’s potential is significant and we hope to see many applications on the market very soon.

  3. PARTICIPANTS

    The Program is open to individuals, either working individually or in teams, companies and other types of legally constituted entities (associations, collectives, etc.).

    To enrol in the Program you must complete and send off the application form available on the Website (the "Application form"). This means accepting in full and without reservations these Terms and Conditions of Participation as well as the Privacy Policy.

    If you are sending your application individually, you will be personally liable for complying with these terms.

    If you submit the application on behalf of a team, you must ensure that all team members have given their permission to present it. As the person submitting the application, you will be personally liable for ensuring that all members of your team are aware of and comply with these terms, as if they had also been imposed on each of them.

    If you submit the application on behalf of a business, company or similar entity, you must be authorised by the entity to submit an application on its behalf, and by the act of submitting the application you are confirming that you have sufficient authorisation. Any reference to you will be understood to have been made to the business, company or entity named in the application form.

    You (and, if you are applying as part of a team, every member of your team) must comply with the following standards:

    • You must be at least 18 years old;
    • You must not be an employee of the Organiser’s Group or in any way involved in the design, delivery, or promotion of the Program (nor be a close relative of one of such individuals nor live with them);
    • You must not have any convictions in a final judgement for crimes involving culpable behaviour with a penalty equal to or greater than six months’ imprisonment, where criminal liability has not expired; and
    • Neither the person nor the entity may be engaged in a legal insolvency process;

    In addition, candidates must meet the following requirements:

    • At least one of the start-up’s staff with decision making capability must work full-time on the project and on-site at the Organiser’s office;
    • Have developed, at least, a viable product (or service);
    • The product must have a technological basis or incorporate some innovative features within one of the sectors in which any of the Organiser’s Group companies works;
    • It must not include items subject to third-party intellectual, industrial or property rights where the due authorisation or permission has not been obtained to allow the project, which is the object of this program, to be developed, and this can be proven;
    • Be prepared for 2 or 3 members of the start-up to be frequently involved in the pilot project, moving, if applicable, to Madrid, during the Program phases requiring it, especially in the case of developing the pilot project;
    • You must comply with current legislation, as well as the content and values of the Sanitas Group’s Code of Conduct (the "Code of Conduct") available at the url: https://corporativo.sanitas.es/sobre-nosotros/gobierno-corporativo/codigo-de-conducta/

    All costs and expenses incurred by participants during the program, except infrastructure costs provided at the Organiser’s discretion during the incubation phase at the headquarters of the Sanitas Group located in calle Ribera del Loira no. 52, Madrid (hereinafter, the "Headquarters"), including, but not limited to, travel, accommodation and related expenses, will be entirely borne by each applicant, participant, or candidature.

  4. SUBMITTING YOUR APPLICATION

    The application period opens when the Application Form is posted on the Website and ends on 28 February 2019 (inclusive). Applicants must fill in and send off the application form within this period.

    The Application Form must be fully filled in by properly completing all the required sections and providing the information and documentation necessary to understand and assess the project.

    Each candidature must indicate within which category the project they are presenting fits, and they must decide, when it can fit into more than one category, to place it only in one.

    Applying or presenting an application by project and category is permitted, and you can apply under several categories but with different projects, always where the applications are substantially different from each other. It is also possible to take part in the same category with different projects. If we consider that two or more applications in which you are involved are too similar, we may require you to choose to continue the process with only one. Additionally, where the chosen category is not, in the Organiser’s opinion, where the project best fits, you may be required to change category.

    The Organiser reserves the right to reject any application deemed incomplete, inadequate or, for any other reason, including, but not limited to, where an application does not describe a solution or a commercial project, or where it is or may be illegal or of questionable legality, controversial, or where it does not respect any of the points of the Code of Conduct as well as any other policies of the Organising Group.

    In addition, the Organiser reserves, at its sole discretion, the right to consider and accept applications submitted after the closing date or even invite other participants to apply once the deadline for submitting applications has closed.

    Likewise, a due diligence analysis of the participants may be performed, including verifying identities, accreditations and role in the creation of the project or business idea. The participant will provide all the assistance that may be necessary and any supporting documentation that the Organiser and/or the Program may require to validate the participant and the project presented.

    The Organiser, in the appropriate circumstances, may subject a participant or candidate to further conditions, for example, forming a joint stock or limited company (if they don’t already have one) and transferring their business (including any relevant intellectual and/or industrial property rights) to that company.

    Those meeting the requirements covered here, based on the Program’s fundamentals will be assessed. Some of the criteria to be considered are:

    • The project’s degree of innovation;
    • The solution’s degree of disruptiveness;
    • The quality of the product or service offered;
    • Applicability and scalability in the relevant market;
    • Term of implementation;
    • Investment potential.
  5. PROGRAM MECHANICS

    1. Admission and selection phase

      Each of the categories has an assigned team consisting of 8-9 people, employees of different entities belonging to the Sanitas Group. From among the candidatures presented and accepted, the corresponding team will elect, at its discretion, three candidatures per category. The remainder will not go on to compete in the following Program phases.

      The chosen candidatures will be notified by email or by telephone, using the contact data indicated by them for this purpose in the Application Form.

      Once chosen and notified, and even at the application submissions stage, they may be called to hold a face-to-face or videoconference meeting with the jury for the corresponding category at which the member or members of the candidature may deliver a more detailed presentation of the project.

      Should the participant wish to leave the Program, they must state this within three (3) days after being contacted; it is considered that this is sufficient time for the participant to resolve any doubts with the Organiser regarding their continuity in the Program.

    2. Selection of finalists and pilot projects’ incubation phase

      On 11 March 2019 a pitch session will be held at the Headquarters (at a time yet to be determined) whose aim will be to present in public to the employees and collaborators of the Sanitas Group the three candidatures selected in each category. A vote will be held between the audience and a single candidature will be selected, which will continue to go forward in the Program. That is to say, six candidatures will remain (one for each category) as finalists.

      The 6 finalist candidatures will be awarded a prize of 25,000 euros each.

      From 11 March to 28 June of 2019 the main representatives of the candidatures, will continue working on the candidacy projects, in person at the Headquarters.

      The Organiser will act during this period as a pilot project incubator. This involves initiating a mutual learning phase, aimed at developing and implementing the project.

      In our Headquarters’ offices, candidatures will have at their disposal:

      • Workspaces with WiFi and printers.
      • Meeting rooms with video conferencing and projectors.
      • Canteen and cafeteria.

      Both parties will agree on the number of members of the start-up and the Organiser Group company who, at the same time, can physically remain at the Headquarters, to enable the pilot project to be developed effectively.

      It is an essential requirement, that during that period they will work on developing a pilot project of the solution which is the object of their application (whether this a minimum viable product or something at a more advanced phase) and preparing a business plan that can be deployed in any of the in entities of the Organiser Group and which will, eventually, be the proposal to be presented at the Program’s winner’s selection phase. Likewise, whenever possible, during this period the Organiser will provide the start-up with the means available to its group companies to assist the development of the pilot project (expertise, facilities, data, etc.).

    3. Winning project selection phase

      During a pitch session to be held once again at the Headquarters on 28 June 2019 (at a time yet to be determined) all the finalist candidatures will make another presentation, updating the project the developments experienced during the incubation period and setting out the main conclusions and work-based learning.

      All employees of the Sanitas Group attending the presentation may take part in the vote and selection of the winning project.

      For both the pitch sessions and the other events they will be notified of the exact location, the date and time at which they must attend and any other important procedures of which they should be aware. Where due to organisational reasons or force majeure there is a change to the dates provided for in these rules, they will also be notified of these circumstances.

    4. Business impact phase

      During this phase, the winning project and the Organiser will enter into a period of exclusive talks on the winner’s behalf, to assess any possible ways of developing the project commercially and as a business venture. “Exclusive talks” means regarding the pilot project, that neither of the parties will initiate conversations concerning its development as a product or provide any information about the pilot project to third parties, without the written authorisation of the other party.

      These talks, if an understanding is reached, will result in a cooperation agreement.

      Once 25 July 2019 has arrived, the exclusive period will be over unless the parties decide by mutual agreement to extend it.

  6. TAXATION

    The Organiser will apply the applicable tax legislation throughout the Program, in particular, but not limited to, the award mentioned above.

  7. LIABILITIES

    You should submit your application and take part both in the application process and, where appropriate, in the Program, in good faith and in the most professional and loyal way possible.

    You will not present information that may be fraudulent, false, illegal or which breaches third party rights.

    You agree to indemnify the Organiser or any of the entities of the Sanitas Group for any loss, damages, cost, claim or expense they may suffer as a consequence of a breach of these Terms and Conditions of Participation, including any damage to property that you may cause while on the premises of the Sanitas Group.

  8. CONFIDENTIALITY AND PRIVACY

    The Organiser of the Program does not require the person taking part or candidate to include any confidential information about themselves, their project or business idea in the Application Form or in any of the sessions, meetings or presentations.

    The Organiser will assume that any information provided by you is in the public domain or information that you have no objections to sharing publicly.

    If any participant provides information that has been provided to them by, or relates to, another person, whether a member of the team or not, they must have their consent to do so and they must make sure that it is not considered confidential or sensitive.

    The Organiser is not subject to any duty of confidentiality regarding the information that the participant provides. In cases where the participant considers it necessary to provide sensitive information that must be kept confidential, they must give notice of it prior to providing it, in which case, if necessary, we will draft an appropriate confidentiality agreement.

    The candidature finalists accessing the incubation period must sign a confidentiality and non-use of confidential information agreement regarding Sanitas Group as well as a data protection processing agreement by the candidature if necessary.

    For the purposes of the provisions currently in force regarding legislation on Personal Data Protection, the Program candidate or participant is informed and expressly consents to the collection and processing of their personal data in in accordance with the provisions of the Organiser’s terms and conditions of participation and/or, as the case may be, those of other companies belonging to the Organiser’s Group, which in accordance with the provisions of this program may be taking part in the project. Likewise, the candidate or participant must state that they have obtained the consent of any individuals whose personal data they are providing to the Organiser and/or any other company belonging to the same group via the Website, or by any other means, and informed them of their rights. In this regard, the Organiser, at its choice, may request proof of this from the participant or demand that an express document be signed by each of the individuals concerned.

    In particular, the pitch sessions and any other Program meetings or sessions may be recorded, and any recording made may be published and distributed as we deem appropriate. By signing up to the Program, participants are expressly providing authorisation to record and use their image and voice.

    The participants consent to the use, publication and reproduction worldwide and without limitation, by the Organiser or any of the Sanitas Group entities, of their name, personal contact details and image, in any type of advertising, promotion, publication, including over the Internet, or any other media whatsoever, for commercial or informational purposes provided that they relate to this Program, the participant not being entitled to receive reimbursement of any kind and with no need to make payment of any amount.

    They can freely exercise their rights to access, rectify, erase and object in relation to their personal data, for which they must contact in writing, attaching a copy of their National ID Document, the data controller, GRUPO BUPA SANITAS, S.L., calle Ribera del Loira no. 52, 28042, Madrid, for the attention of the Privacy Department, or send an e-mail to lopd@sanitas.es.

  9. THE PROGRAM’S DISSEMINATION

    The selected candidatures undertake - if requested to do so by the Organiser - to appear at a press conference with Sanitas Group executives to present their projects within the framework of the Program’s development.

  10. INTELLECTUAL AND INDUSTRIAL PROPERTY

    These Terms and Conditions of Participation are not intended to transfer intellectual and industrial property rights between the parties. In particular, neither the Organiser nor any company of its group will have any rights over the products contributed by the participants or regarding the development of the latter taking place during the program, except for those pilot projects that are developed jointly between the participant and an Organiser group company. Regarding the latter, the participant and the Organiser group company will have to sign the corresponding agreement which will include regulating the intellectual and industrial property rights.

    None of the participants, candidatures and entities can use the Organiser’s or the Group’s companies’ intellectual or industrial property rights, including names, trademarks, logos, documentation or materials at any time or in any form, without the Organiser’s prior express written consent.

    The Organiser and the entities forming part of the Sanitas Group may use your intellectual property rights only for the purposes of the Program, including reviewing and considering their application, as well as reasonably promoting the Program (such as confirming your participation in the Program's website and other advertising materials, or providing details about yourself and your business or business idea).

  11. COOPERATION OPPORTUNITIES

    Regardless of the route followed by each of the candidatures throughout the Program, the Organiser, directly or indirectly (through other entities of the Sanitas Group) might be interested in assessing possible opportunities for investment or trade. To the extent that each participant and its candidacy decided to enrol in the Program they accept and confirm that they agree to the Sanitas Group contacting them for those purposes.

    These Terms and Conditions of Participation, where applicable, will remain fully in force and govern the discussions.

  12. LIABILITY

    To the extent that it cannot be limited pursuant to applicable law, the aggregate liability of the Organiser (including its employees, directors, shareholders, agents, advisors and cooperating parties) in relation to all the actions arising related to the Program will not exceed 1,000 euros.

    Despite the above, the Organiser has no liability for:

    • Any incorrect or inaccurate information provided by error about the application process or the Program;
    • Technical or human failings;
    • Failure to receive applications;

    You must keep a copy of any information that you send us via email and when you send us documentation on a physical medium, you must only send us a copy while retaining the original. We will not be liable for any loss of data or documentation.

    When applying and filling in the application form, you agree that the limitations and exclusions set out above are reasonable taking into account all the circumstances, including the fact that submitting your application does not entail any cost. If you do not agree to accept these limitations and exclusions and do not believe that they are reasonable, please do not make an application.

  13. CONTACT INFORMATION

    Should you have any queries about the Program please contact us at this address: info@disruptiveprogram.es.

    If you need to send a notification to the Organiser, you must send it to the address set out in the preceding paragraph.

    To get in touch with you (or send you a notification), we will use the contact details you provided when submitting your application. If your contact details change at any time, please notify us immediately. Any notification we send you will be considered to have been served on all the members of your team when you submit your application on behalf of a team or organisation.

  14. MISCELLANEOUS

    The Organiser reserves the right to amend, cancel or suspend the Program or any part thereof, at any time and for any reason, mainly, but not limited to, for organisational reasons, force majeure, circumstances falling outside our control or due to the non-presentation of suitable projects or projects with sufficient weight.

    Any person or candidature taking part may be suspended or disqualified, at any time, when we deem it necessary to protect the integrity or performance of the Program and/or the legitimate interests of the Organiser or the Sanitas Group, or where it is suspected that a participant or candidature has breached these terms or has behaved improperly, unethically or inappropriately.

    A failure to apply any provision immediately will not be considered a waiver of our rights.

    The invalidity or unenforceability of any provision contained in these terms will not affect in any way the existence or validity of the remaining terms which will remain in full force and effect. If a provision is unenforceable, the Organiser may replace the applicable provision with one reflecting as faithfully as possible the valid intention of the replaced provision.

    The Organiser reserves the right to introduce new contractual documentation to be signed in the event that the development of the Program or the specific circumstances of the candidatures may require it or make it advisable. The applications affected must accept and sign the aforesaid documentation as a precondition to continuing in the Program. However, should a candidature refuse to do so it will be given the opportunity to withdraw its application.

    These Terms and Conditions of Participation, together with the Privacy Policy, set out all of the terms applicable to this application process and the Program and operate irrespective of and excluding any advertising material or other documentation.

    These Terms and Conditions of Participation (including any dispute or non-contractual claim) are governed by Spanish common law and both you and ourselves accept the exclusive jurisdiction of the courts of the city of Madrid in relation to any dispute that may arise regarding these terms or in connection with them (except if you live or have business or assets outside Spain, in which case, we reserve the right to take enforcement action against you or request any preventive interim or provisional measures in any jurisdiction where you have your registered address or business or assets).

FINAL CLAUSE

These Terms and Conditions of Participation have been drafted in Spanish and in English. However, despite this, the English version has been drafted solely for informative purposes and will therefore not have any judicial or contractual validity. Consequently, in every case the Spanish version will prevail.