Terms and conditions of the Investment Challenge

Confidentiality and Data Protection

The Connect Midlands £5million Investment Challenge (the "Challenge") incorporates the use of The Gauntlet on-line assessment tool (the "Gauntlet") and data supplied by entrants on the Gauntlet registration form will be held by Connect Midlands (the "Organiser") in accordance with the data protection policy of the Challenge which follows below. If you wish to proceed with your application in the Challenge you will be deemed to have read, understood and agreed to the following:

The Organiser recognises that companies may have concerns regarding confidentiality. The Challenge assessors and judges will all have signed confidentiality agreements with the Organisers.

Data Protection Policy

By submitting your entry to the Challenge through the Gauntlet, you agree that you have consented to and will be deemed to have consented to the storage and use by the Organiser and any of their agents, directors or employees of the following information for the purposes of operating, managing and judging the Challenge:

1. your name and that of your company
2. contact address, telephone numbers, fax numbers and e-mail address
3. all other information contained within the Gauntlet registration form and Report Card

In the event that you subsequently withdraw your consent to your information being used in accordance with this data policy prior to the final judging of the Challenge, the Organiser reserves the right to disqualify any entry you have made in the Challenge.

The Organiser would also like to contact you from time to time regarding:

1. future Investment Challenges, competitions or events
2. other information that the Organiser reasonably believes may be of interest to you
3. opportunities to access help and advice for your business

Please let the Organiser know if, other than for the purposes of the Challenge, you do NOT wish to be contacted.

The Challenge opportunity for investment

1. Investment funds are not transferable
    
2. Investment funds may be awarded, subject to due diligence, by one or more of the following investors (the "Investors"): Catapult Venture Managers Limited, Midven Limited, E-Synergy Ltd, The Mercia Technology Seed Fund and others to be named as required.
   
   The Organiser will neither judge nor select which entrants receive investment funds and the Organiser will not provide investment funds.
   
   The Challenge process is briefly described as follows:-
   
   
   • applications are received by Connect Midlands via the completion of the Gaunlet on-line assessment tool
   • applications are filtered by Connect Midlands, assessed and scored
   • business plans are requested from selected applicants
   • business plans are assessed and scored by internal and external experts
   • selected applicants are invited to present to various assessment panels
   • winners are selected by Investors


3. The decision of the Investors is final
   
   
4. The fact that a winner has been selected by the Investors will not oblige any of them to make any investment in any of the winners and Investors reserve the right to withhold investment altogether if in their reasonable opinion :
   • no business proposition submitted in the Challenge meets their investment criteria
   • acceptable deals cannot be struck with one or more of the Challenge finalists


5. The winner(s) will be announced at an Awards Event on 10 October 2007
    
6. The Investors reserve the right to allocate investment to more than one Challenge winner at their discretion
    
7. The Challenge winner(s) will be required to undergo a due diligence review and detailed analysis to the reasonable satisfaction on the Investors before any investment in the Challenge winners' business can be undertaken
    
8. All liability for tax associated with receipt of any investment will be the responsibility of the Challenge winner
    
9. If, as a result of participation in the Challenge, your company receives an acceptable offer for funding in a term sheet or similar document, whether by way of equity, debt or grant, then your company shall pay a fee of between 1% and 3% of funds raised to Connect Midlands in consideration of the services provided by it.

By entering the Challenge you are deemed to have agreed to this condition (and you may have already done so in separate agreements you currently have with Connect Midlands.)

The actual fee will depend upon the services provided by Connect Midlands as indicated below:-

1% of funds raised for services that include vetting and screening your application, managing the process of assessment, selection, presentations to panels as required and introductions to the Investors

or

Between 1.5% to 3% of funds raised as for the above, plus where significant investment readiness work is undertaken by Connect Midlands with your company, by agreement with yourselves, under the Connect InvoRed Green Stream consultancy or similar process. Further details are available on our website or on request.

The Investors are authorised and regulated by the Financial Services Authority. Any investment made from the investment funds will be in the form of a commercial venture capital structured investment on which the funds managed by the Investors will be expecting a return.

Eligibility

To qualify to enter the Challenge, your principal place of business must be in the East Midlands or West Midlands regions of England.

The Challenge

Details of the Challenge process are available on the Challenge website at http://www.connectchallenge.org

Only one entry per company is allowed.

You may run the Gauntlet more than once but only at intervals of one month or more.

Entries received after midnight on 4 July 2007 will not be eligible for the Challenge.

The Organiser cannot accept responsibility for any error, omission, interruption, deletion or delay to transmission of entry or for the Gauntlet performance, availability or the Report Card contents.

The Gauntlet is intended to provide an indication analysis only and you are advised to take professional advice before acting on any information it provides. The Organiser cannot accept liability for any loss and hereby excludes any liability to the extent permissible at law.

By submitting your entry to the Challenge you and your company agree to participate in PR surrounding the Challenge, including interviews with media and quotes in press releases.

The Organiser has the right to amend the Challenge rules, dates and processes without prior notice. Any changes will be posted on the Challenge website at http://www.connectchallenge.org

The Organiser reserves the right to disqualify any entrant if it has reasonable grounds to believe the entrant has breached the terms and conditions of the Challenge.

All expenses associated with entry to the Challenge incurred by entrants, including travel and subsistence, are the sole responsibility of the entrant.

Licence

Although the investment funding will be provided by the Investors, the cost of providing the Gauntlet is underwritten by the Organiser.