1.    BACKGROUND

A.

FIN seeks to facilitate the raising of finance for entrepreneurs seeking to develop new technologies and services in all sectors including the environmental, biotechnology and ICT sectors.

B.

FIN does not promote, provide advice on or sell any specific investments and all parties are strongly recommended to seek independent financial and legal advice in relation to any investments.

C. 

Where a successful investment is made, FIN will charge the Success Fee in accordance with this Agreement.

2.    DEFINITIONS

Agreement

means these terms and conditions set out herein;

Completion Date

means the date on which a contract is signed or an arrangement is made for the provision of Funding to the Proposal Member as a direct or indirect result of the Services.  In some cases there may be multiple completion dates where an Investor invests more than once, or where there is more than one investment of Funding by different parties;

FIN

means the Forbury Investment Network Limited of One Forbury Square, The Forbury, Reading RG1 3EB;

Fee Rates

means the rates set out in the Schedule to these terms which shall apply as if they were set out in these terms;

Funding

shall include any financial investment, including but not limited to, cash payments for debt or equity, share capital, commercial loans, guarantees, forgiveness of debt, asset finance, deferred payments, grants, benefit in kind, or  any contribution of funds, capital or monies of any kind whatsoever;

Funding Proposal

means the proposal for funding submitted by a Proposal Member and posted on FIN’s website www.forburyinvest.com;

Intellectual Property

means all copyright, trademark or patent rights, registered and unregistered design rights, service marks and all other intellectual or industrial property rights howsoever caused;

Investors

includes any individual or group of investors, syndicates, venture capital funds, enterprise funds, banks, grant providers, business angels or any person who provides Funding;

Proposal Member

means any registered member of FIN who has submitted a Funding Proposal;

Service

means services provided by employees, officers or representatives of FIN to introduce Proposal Members to Investors (or vice versa) that result (directly or indirectly) in the Proposal Member raising or receiving Funding for or related to its Funding Proposal.  This includes, but is not limited to, Funding raised through introductions made by employees, officer or representatives of FIN on behalf of a Proposal Member (directly or indirectly);

Funding resulting, either directly or indirectly, from any FIN event or the distribution of the Funding Proposal as well as any other form of introduction or communication, whether oral or in written form, that FIN may make in the future. The Service also covers repeat investments of Funding by the same Investor where the Funding is made within a 36 month period of the first Funding made through FIN; and

Success Fee

means the fee payable by the Proposal Members to FIN in accordance with FIN’s Fee Rates as described in clause 5 (Fees) and set out in the Schedule, for performing the Service.

3. AGREEMENT

3.1.

 The Proposal Member agrees to:

3.1.1.

inform FIN in writing of any material changes to circumstances of the Proposal Member or the Funding Proposal which may affect its eligibility to obtain Funding or impact on the Service to be carried out by FIN as soon as reasonably practicable;

3.1.2.

pay the Success Fee to FIN in accordance with clause 5 of this Agreement; and

3.1.3.

notify FIN within 5 working days about all contacts with Investors whether introduced by representatives of FIN or not and any Funding being obtained or received from Investors whether introduced by representatives of FIN or not.

3.2.

 The Proposal Member warrants that:

3.2.1.

to the best of its knowledge, the information supplied in its Funding Proposal is true, accurate and not misleading and fairly and accurately represents the business proposition for which it is seeking Funding; and

3.2.2.

the information provided in the Funding Proposal does not infringe the Intellectual Property rights of any third party.

3.3.

The Proposal Member shall be responsible for ensuring that any confidential information disclosed to a third party as a result of FIN performing the Service is the subject of a separate confidentiality undertaking between the Proposal Member and that third party.

4. FIN’S OBLIGATIONS

4.1.

FIN will provide the Proposal Member with the Service.  However performance of the Service does not guarantee that FIN will be successful in securing Funding and nothing in this Agreement guarantees successful Funding or should be deemed to imply that success of any nature or to any extent is guaranteed.

5. FEES

5.1.

In consideration of performing the Service, FIN shall charge and the Proposal Member shall pay the Success Fee on the value of the Funding secured by the Proposal Member.

5.2.

The Proposal Member shall pay to FIN the Success Fee within 14 days of the Completion Date.

5.3.

All fees charged by FIN for presentation training, business planning, advocacy services or any other ancillary services provided by FIN (at the rates from time to time applicable) shall be invoiced separately by FIN, normally on completion of such services but no less frequently than monthly, and shall become payable within 14 days of the date of the relevant invoice.

6. TERMINATION

6.1.

The Proposal Member shall be entitled to terminate this Agreement at any time upon 28 days prior written notice but any fees paid for the Service shall be non-refundable and the Proposal Member shall be liable for any unpaid fees relating to presentation training, business planning, advocacy services or any other ancillary services provided by FIN that are due and owing. 

6.2.

If within 12 months of the termination of this Agreement the Proposal Member obtains or receives Funding from Investors introduced directly or indirectly by FIN (or in respect of which FIN can reasonably be said to be the effective cause), then the Success Fee will become due to FIN on the Completion Date for that Funding.

6.3.

Without prejudice to any accrued rights or remedies, FIN may at any time terminate this Agreement upon 7 working days notice in writing.

6.4.

FIN shall not be liable to the Proposal Member for any loss of profit or any indirect or consequential loss or damage howsoever arising and whether or not FIN had been made aware of the risk of such loss or damage being suffered, in relation to this Agreement.  FIN’s maximum aggregate liability to the Proposal Member for all claims and liabilities arising in relation to this Agreement and/or the Services, whether in contract, tort or otherwise, shall be limited to the aggregate of fees paid by the Proposal Member.  Nothing in this Agreement shall operate to limit FIN’s liability for death or injury caused by its negligence or for fraud.

7. EXCLUSIONS

7.1.

Neither FIN nor any of its employees, officers or representatives advise on the merits or risks of any investments or Funding Proposals and nor are they authorised to carry on investment business under the Financial Services and Markets Act 2000. No liability is, or will be, accepted by FIN for any loss or damage (of whatever nature) arising from the acceptance by a Proposal Member of Funding.

7.2.

FIN accepts makes no warranty or guarantee in relation to, and takes no responsibility for, the accuracy, completeness, fairness or reliability of any documentation passed on to any third party by, or on behalf of, a Proposal Member. The third party must make its own independent verification of such matters.

7.3.

FIN reserves the right to refuse to accept any Funding Proposal or other business proposal at its absolute discretion.

 

8. GENERAL PROVISIONS

8.1.

This Agreement constitutes the entire agreement and understanding between the parties in respect of the matters dealt within it and supersedes, cancels and nullifies any previous agreement between the parties in relation to such matters. This provision shall not apply in the event of fraud.

8.2.

This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

8.3.

All notices to be given under the Agreement shall be in writing and shall either be delivered personally or sent by first class or pre-paid post to the parties registered address.

8.4.

No term or provision of the Agreement shall be considered as waived by any party unless a waiver is given in writing by that party in a manner that expressly states that a waiver is intended and such waiver shall only be operative with regard to the specific circumstances referred to.

8.5.

In the event that any part of the Agreement shall be or become or be declared void, invalid, illegal or unenforceable for any reason the parties hereby expressly agree that the remaining parts and provisions of the Agreement shall continue in full force and effect.

8.6.

The Proposal Member shall not assign, novate or otherwise dispose of any of its rights and obligations under this Agreement to any person without the prior written consent of FIN.

SCHEDULE

 Fee Rates

 5 (five) %