Business Plan Services

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Background/Definitions:

1. Business Plan Services Ltd. ("BPS") is an independently owned commercial entity which operates as an introduction agent for Applicants seeking Funding and Professional Business Support Services.

2. The "Applicant" must be considered a BPS Client and must be seeking Capital and/or Professional Business Support Services through the Scheme operated by BPS either personally, or for the benefit of a corporate, or unincorporated body, associated with the Capital raising.

3. A "BPS Client" is an individual, company, or any other form of business which has either had their business plan prepared by BPS or, at the discretion of BPS, has gone through an Ideatorium (a 90-minute consultancy session).

4. "Capital" is defined as bank lending (including an overdraft facility), equity capital, loan capital, guarantees and any other investment in the nature of risk capital.

5. "Professional Business Support Services" is defined as any business support services that are intended to be of assistance to the Applicant to launch or further the growth of the Applicant’s business.

6. "The Scheme" (known as ‘BPS Connect’) is defined as any introduction made by BPS that results in the Applicant, or a corporate, or unincorporated body, associated with the Capital raising, receiving Capital. For the sake of clarity, this includes investment raised through introductions made by BPS on behalf of the Applicant whether direct or indirect, investments resulting, either directly or indirectly, from any BPS Connect Company Presentation Event or the distribution of the Applicant’s Executive Summary as well as any other form of introduction BPS may make in the future. The Scheme also covers repeat investments of Capital by the same investor where the investment is made within a thirty-six month period of the first investment made through the Scheme. The Obligations under the Scheme are laid out below.

7. BPS Connect Partners are defined as those organizations which are disclosed on the BPS website as being privy to BPS Connect all of which are entitled to contact the Applicant at any time while the Applicant is profiled on BPS Connect with a view to discussing their requirements for their services.

8. BPS Connect Partner Members are defined as those people who are members of each BPS Connect Partner, whether by reason of being employed by that Partner or being a subscribing member of that Partner’s network.

9. ‘BPS Connect Company Presentation Event’ is one of the services that may be offered through the Scheme, where BPS invites Applicants to present to BPS Connect Partners and BPS Connect Partner Members with a view to raising Capital.

10. Applicants will pay a Success Fee on monies raised through parties introduced to the company either directly or indirectly through the Scheme.calculated as follows:

(a) Directly: BPS Connect Partners and their Members and any guests who attended a BPS Connect Company Presentation Event or received subsequent information on the company either directly or indirectly through the Scheme.

(b) Indirectly: Parties that were introduced through parties identified in point (a) above.

(c) The names of parties disclosed by the Applicant, at the date of this agreement, will be excluded for the calculation of Success Fees*.

Bank debt is not included for Success Fee calculation.

* A list of names (Initial of first name and surname where appropriate) will be deemed to be sufficient disclosure of past exposure.

11. The "Completion Date" is the date on which a contract is signed for the provision of Capital to the Applicant as a result of the Scheme. 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 Capital by different parties.

Applicant’s Obligations

12. The Success Fee will become immediately due and payable at the Completion Date, (or Dates). The Applicant must allow for this when calculating the amount of funds required. Any amounts unpaid will be liable to interest at 2% per month for the period from the Completion Date to the date of payment to BPS. BPS will provide a receipted VAT invoice on receipt of the Success Fee.

13. The Applicant agrees to keep BPS fully informed of any completed Capital investments, and likely investments.

14. The Applicant agrees to disclose to BPS the names of Investors, including, but not limited to, Individuals, Corporate Investors and Venture Capital Funds, considering investment into the company prior to the signing of this document. These will be excluded when calculating the Success Fee.

15. The Applicant shall be responsible for ensuring that any confidential information disclosed to a third party under the Scheme, or under any other scheme to which the Applicant is referred by BPS, is the subject of a separate confidentiality undertaking between the Applicant and the third party.

16. The Applicant agrees to indemnify BPS against all claims, costs, proceedings demands, losses, damages, expenses or liability whatsoever arising out of, or as a result of any breach or non-performance of any warranties, undertakings or obligations of the Applicant contained in these conditions or otherwise implied by law.

17. The Applicant confirms that to the best of his/her/its knowledge and belief the information concerning the investment proposal supplied by the Applicant, through the Scheme, is accurate, truthful and not misleading. The Applicant agrees to immediately inform BPS of any material changes in the accuracy or truthfulness of such information and of any matter which would make such information misleading. The Applicant accepts responsibility accordingly.

18. The Applicant agrees to make business plans available to BPS Connect Partners and Partner members without requiring members to sign a separate Non Disclosure Agreement.

BPS’ obligations:

19. BPS will provide the Applicant with introductions to possible sources of funding and providers of Professional Business Support Services to include mailing details of the Business in the standard BPS Connect format to BPS Connect Partners for their distribution to their Members as appropriate.

Exclusions

20. BPS does not advise on the merits or risks of investment nor is it authorised to carry on investment business under the Financial Services and Markets Act 2000. No liability is, or will be, accepted by BPS for any loss or damage arising from the acceptance by the Applicant of an investment under the Scheme or under any other scheme to which the Applicant is referred by a BPS Connect Partner.

21. BPS accepts no responsibility for the accuracy, completeness, fairness, reliability or veracity of any documentation passed on to any third party by, or on behalf of, an Applicant, under the Scheme. The third party must make its own independent verification of such matters.

22. BPS reserves the right to refuse to accept any business proposal at its absolute discretion.

23. BPS reserves final editing rights on all material presented to third parties.

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