IMPORTANT NOTICE:

PART A OF THESE TERMS AND CONDITIONS APPLY TO TAGGED EXECUTIVES ONLY.

PART B OF THESE TERMS AND CONDITIONS APPLY TO ENTERPRISES ONLY.

PART C OF THESE TERMS AND CONDITIONS APPLY TO THE ENTIRE CONTENTS OF THIS WEBSITE UNDER THE DOMAIN NAME [http://intramezzo.co.uk] (“WEBSITE”) AND TO ANY CORRESPONDENCE BY E-MAIL BETWEEN US AND YOU.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.  USING THIS WEBSITE INDICATES THAT YOU ACCEPT THE TERMS APPLICABLE TO YOU.

IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT USE THIS WEBSITE.

THIS NOTICE IS ISSUED BY INTRAMEZZO LIMITED (INTRAMEZZO).

INTRODUCTION

You will be able to access certain areas of this Website without registering your details with us.  Certain areas of this Website are only open to you if you register.

To register you must complete the registration form relevant to you. By voluntarily providing this information you acknowledge and agree unconditionally that it may be accessed by us and used in accordance with these Terms and Conditions. You must also provide to us the documentation requested in the relevant Registration form before we will allocate a password to you for reuse.

We may revise these Terms and Conditions at any time by updating this posting.  You should check this Website from time to time to review the then current legal notice, because it is binding on you.  Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages at this Website.

You will also be notified of changes to subscription Terms and Conditions in writing, but your continued use of the Website constitutes acceptance of the revised terms from time to time.

DEFINITIONS

In these Terms and Conditions the following words and expressions shall have the following meanings:

Intramezzo, we us or our means Intramezzo Limited (a company registered in England and Wales under number 4632772 whose registered office is at Adam House 7-10 Adam Street London WC2N 6AA. Our VAT registration number is 807150553.

You, your or other similar designation means the person who has accepted either section A or B and for Section C any person other than Intramezzo accessing or using this Website.

PART A PROVISIONS APPLICABLE TO TAGGED EXECUTIVES

  1. REGISTRATION

    1.1 You should register by completing the registration form for Tagged Executives, and by providing the information requested on the Registration Form to us. You will be allocated a password on registration and we will confirm your registration once we have received payment and checked your entry is complete. We will notify you when we accept the registration. We will not be obliged to accept your registration, but if we do not do so, we will notify you that we do not accept your registration. We may also ask you for more information at any time if we are required by law to have such information, or if we reasonably need the same in connection with your participation on this Website.

    1.2 You warrant that you have provided full and complete information on the Registration Form about yourself. You will inform us immediately of change in your status or any if any of the information provided by you is or becomes false incomplete or misleading information at any time.

    1.3 By submitting information to us you agree that certain of this information will be available to Enterprises to view.  You acknowledge that you will only be given opportunities to view business summaries of Enterprises in the business sectors that the Enterprises have indicated in their own Registration Form. The order in which Tagged Executives will be presented to Enterprises is random and therefore your name or profile will not be given any particular prominence or priority over any other Tagged Executive.

  2. THE SERVICE

    2.1 Once you have registered and for the period of your subscription, we will make available your details to the enterprises who will select you to contact as appropriate.  On selection by the enterprise you will receive a short description of the venture and the invitation to return an Non-Disclosure Agreement (NDA).  On acceptance by the enterprise of this NDA you will be contacted directly to develop discussion.  You will be notified by email as each additional enterprise contacts you.  You are free to access your area on the website at any time. If you wish to receive a full business plan or further information about the opportunity, you should respond to the Enterprise following their acceptance of your signed NDA.  No communication with the Enterprises will be permitted until you have completed a NDA with the Enterprise if you are interested in obtaining more information from the Enterprise.  We do not accept any liability for the refusal of communication should the Enterprise not proceed with any negotiations with you.

    2.2 You will keep us informed at all times as to the progress of any opportunities you are proposing to pursue.

    2.3 You agree that you will be solely responsible for your own due diligence or investigations into the Enterprise before engaging in any opportunities with the Enterprise.

  3. FEES AND PAYMENT

    3.1 Unless otherwise agreed by us in writing details of the Registration Fee shall be set out in the Website from time to time. You will provide payment details at the same time as the submission of the Registration Form.

    3.2 We shall have the right to change our scale of Registration Fees or withdraw any special offers, discounts or promotions at any time provided that you will not be bound by any revised Registration Fees until the end of your then current subscription period.

    3.3 The Fees shall be exclusive of any value added tax (VAT) which is payable in addition where applicable.

PART B PROVISIONS APPLICABLE TO ENTERPRISES

  1. SERVICE

    1.1 Subject to payment of the Subscription Fees, we will provide you with access to the Website to upload a venture summary, which shall be a maximum of 1000 words. The venture summary will be available to potential Tagged Executives to evaluate whether to request further information about your business and they will respond by accepting your NDA. We strongly recommend that if a Tagged Executive requests information about your business that you enter into a Non Disclosure agreement with the potential Tagged Executive before providing further information.

    1.2 We do not guarantee that any Tagged Executives will request any information about your business or that any investment will be made by any person. We make no warranties about the suitability of any Tagged Executives or Venture Partners and it is your responsibility to perform any background checks or due diligence on any person you may have contact with via this Website. We have taken reasonable steps to ensure that the Tagged Executives have provided adequate information about their status as Intermediate Customers, but cannot be liable for any change in the status of any Tagged Executive or any false incomplete or misleading information provided by any such person.

    1.3 It is a condition of registration that you have a business plan to provide to Tagged Executives and Equity Houses. It will be your responsibility to ensure that the business plan complies with applicable laws or requirements of the Financial Services Authority or any other regulator with jurisdiction over you or your business.

    1.4 By subscribing to this Website, you warrant:

    • 1.4.1      All information contained in the venture summary and business plan was when given and is now: (insofar as such information amounted to a statement of fact) true and accurate in all material respects and not (whether by reason of any omission or otherwise) misleading to any material extent; and (insofar as such information amounted to a forecast or an expression of intention, opinion or expectation) fair and honest and made on reasonable grounds and after due and careful enquiry.

    • 1.4.2      In relation to any forecasts in such documents that you are not aware of any material adverse omissions from them; and the assumptions upon which they are based as to the future prospects of the business of your business have been carefully considered and are honestly believed to be fair and reasonable.

    1.5 You acknowledge that if you have first been introduced to a Tagged Executive or Equity House via this Website that you will be liable to pay the applicable Fees if an investment is completed in your business (including in any holding company or subsidiary of your business from time to time).

  2. SUBSCRIPTION FEES

    2.1       You will pay the following fees for the use of the services provided on this Website:

    • 2.1.1 Unless otherwise agreed by us in writing details of the Registration Fee shall be set out in the Website from time to time. You will provide payment details at the same time as the submission of the Registration Form.

    • 2.2.2 In addition upon successful completion of an investment by a Tagged Executive you will pay a placement fee at the amount set out in the Website from time to time. Placement of Tagged Executives will be in accordance with our terms and conditions for senior executives, a copy of which will be provided to you.

    2.2         We shall have the right to change our scale of Fees for Registration or withdraw any special offers, discounts or promotions at any time provided that you will not be bound by any Fees until at least 30 days after notification to you.

    2.3         The Fees shall be exclusive of any value added tax (“VAT”) which is payable in addition where applicable.

PART C PROVISIONS APPLICABLE TO ALL WEBSITE USERS

  1. WARRANTIES AND LIMITATIONS

    1.1 You represent and warrant that in your use of this Website, you will comply with all applicable laws, rules and regulations including without limitation the policies and practices of any regulator applicable to you and these Terms and Conditions.

    1.2 You will supply us with all information and assistance we may reasonably request from time to time concerning this your use of this Website.

    1.3 Intramezzo, its directors, officers, employees and agents will have no liability, actual, contingent or otherwise to you or any third party or the directors, officers employees and agents of any of you or them for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of this Website or for delays or omissions or for the failure of any connection or any communication device to provide or maintain your access to this Website.

    1.4 Because of the possibility of human and mechanical error as well as other factors, this Website (including without limit all information and materials contained in or obtained via this Website) is provided “as is” and “as available”. We are not providing any warranties and representations regarding the use or operation of the Website and will not be liable for any delay, difficulty in use, computer viruses, malicious code or other defect in this Website, any incompatibility between this Website and your systems, or any other problems experienced by you due to causes beyond our control.

  2. PASSWORDS AND TERMS OF ACCESS

    2.1 By registering on this Website you can then access the restricted areas and services on this Website.  This access is provided on the basis that:

    • Your username and password are personal to you and may not be used by anyone else.

    • All information you submit about yourself on the registration form is accurate and true.

    • You will not do anything which would assist anyone, not registered as a member to gain access to information contained in this Website without first becoming a registered member.

    • You acknowledge and agree unconditionally to be wholly responsible for everything you do on, or via this Website and that we are not and cannot be held responsible in any manner, at any time for your acts.

    • You agree to regularly visit the Website to keep the information provided your availability for projects and assignments up to date.

    3. 2.2 If, we have any reason to believe that you have not complied with any of these Terms & Conditions, we may, at our discretion, terminate your subscription or terminate or cancel your access to the Website immediately and without provision of advance notice. We reserve the right (a) to suspend or terminate your access to the Website, and/or (b) to edit, or require you to edit, material posted on the Website if any of your use or material posted appears to us to be in breach of any provision of these Terms and Conditions. Any person whose access has been suspended or terminated must not re-register without our prior consent.

    2.3 Your registration on this Website is completely independent of any other association you may have, have had or be considering with any other company associated with Intramezzo, such as its owners, subsidiary, associated or otherwise contractually based companies or legal entities.

    2.4 Once we have allocated a password to you, we grant you a personal non-exclusive and non-transferable right to access and use this Website solely in connection with these Terms and Conditions and subject to any requirements, conditions or restrictions we or any of our third party providers may impose. You agree you have no right to access or use this Website to authorise any other that as set out in these Terms and Conditions.

    2.5 You confirm that your access to this Website is as principal and not on behalf of any other person.

  3. USE OF WEBSITE

    3.1 You make your own independent decision to access and use this Website and agree that we are not and will not be acting, by virtue of providing access to this Website, as an advisor or fiduciary to you, and that neither your access to this Website nor any other information provided by us on or via this Website serves as the basis for any investment decisions made by you.  You are solely responsible for any involvement with any other person on this Website and for determining if they are suitable, appropriate or advisable, and for the validity of any information submitted by you to this Website and any amendment to that information from time to time.  

  4. AVAILABILITY

    4.1 We will use all reasonable endeavours to make this Website available to you.  You acknowledge that the operation of this Website is dependent on services provided to us by third parties and that we shall not be liable for the acts and defaults of such third parties.  We give no assurance that this Website will be available at any time or times or that your access to and use of this Website will be uninterrupted or error free.

    4.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. 

    4.3 We may, in our sole discretion and with or without notice, restrict, suspend or terminate your access to this Website or change the nature or availability of this Website if this is required by the FSA or any regulator, court or tribunal or other lawful authority or if this is, in our absolute discretion, necessary.

  5. USE OF COPYRIGHT MATERIAL

    5.1 You are permitted to print and download extracts from this Website for your own personal use or records on the following basis:

    • no documents or related graphics on this Website are modified distributed copied transmitted or sold in any way;

    • no graphics on this Website are used separately from accompanying text; and

    • Our copyright notice and this permission notice appear in all copies.

    5.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and graphical images) other than the investment opportunity summaries provided by Enterprises are owned by us or our licensors. For the purposes of these Terms and Conditions, any use of extracts from this Website other than in accordance with these Terms and Conditions for any purpose is prohibited. If you breach any of the terms in these Terms and Conditions you must immediately destroy any downloaded or printed extracts from this Website or any other documents containing any extracts from this website. 

    5.3 Subject to the express provisions of these Terms and Conditions, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission. 

    5.4 Any rights not expressly granted in these Terms and Conditions are reserved. 

  6. VISITOR MATERIAL AND CONDUCT

    6.1 You are prohibited from posting or transmitting to or from this Website any material:

    • that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

    • for which you have not obtained all necessary licences and/or approvals;

    • which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the United Kingdom or any other country in the world; or

    • which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

    6.2 You may not misuse the Website (including, without limitation, by hacking or authorising other persons to use your password).  We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these Terms and Conditions.

  7. LINKS TO AND FROM OTHER WEBSITES

    7.1 Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. We have not reviewed all of these third party websites and does not control and is not responsible for these websites or their content. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

    7.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, the home page of this Website, and subject to the following conditions:

    • you  do not remove, distort or otherwise alter the size or appearance of the Intramezzo logo or the "look and feel" of the Website;

    • you do not create a frame or any other browser or border environment around this Website;

    • you do not in any way imply that we are endorsing any products or services other than our own;

    • you do not link from a website that is not owned by you; and

    • your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

    7.3 We expressly reserve the right to revoke the rights granted in these Terms and Conditions for breach of these terms and to take any action it deems appropriate.

  8. DISCLAIMER

    8.1 While we endeavour to ensure that the information on this Website is correct, we do not warrant the accuracy and completeness of the material on this Website. We may make changes to the material on this Website, or to the services and prices described in it, at any time without notice. The material on this Website may be out of date, and we make no commitment to update such material.

    8.2 The material at this Website is provided ‘as is’ without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude to the fullest extent permitted by law all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for these Terms and Conditions might have effect in relation to this Website. 

  9. LIABILITY

    9.1 We expressly disclaim on behalf of Intramezzo and any party contributing material (to the maximum extent permitted by law) all liability for any damage or loss resulting whatsoever and howsoever from use of or reliance on the information and material published on this Website. Accordingly, to the extent that the law permits, you release us our directors officers and employees from all liability arising out of or in connection with this Website.

    9.2 We give no warranties of any kind concerning Intramezzo or the material therein. In particular, we do not warrant that this Website or any of its content is virus free. You must take precautions in this respect as we accept no responsibility whatsoever for any infection by virus or other communication or by anything which has destructive properties.

    9.3 We will not be liable to you or any third party for any direct, indirect or consequential loss or damage, or for any loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise) as a result of using Intramezzo. We will also not be liable for any failure to perform our obligations under this Agreement caused by matters beyond our reasonable control.

    9.4 Nothing in these Terms and Conditions shall exclude or limit our liability for (i) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any other liability which cannot be excluded or limited under applicable law.

    9.5 You agree to indemnify us against all liabilities, claims and expenses that may arise from any breach of these Terms and Conditions by you or through any device or computer which you access this Website

    9.6 We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without our prior written consent of assign or dispose of any of your rights or obligations under this Agreement.

  10. DATA PROTECTION

    10.1 We have policies in place to protect the privacy of individuals and comply with current UK Data Protection laws and regulations in respect of personal data.  Any personal data (as defined in the Data Protection Act 1998) provided to us by you relating to you (personal data), shall be used by us as set out in our privacy policy. Our privacy policy is available at http://www.intramezzo.co.uk/PrivacyPolicy.asp

  11. FORCE MAJEURE

    11.1 No person shall have any liability or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of these Terms and Conditions which result from reasons beyond the reasonable control of that person.

  12. NOTICES

    12.1 Every notice, request, demand or other communication under these Terms and Conditions shall be in writing delivered personally or by first class prepaid letter, facsimile or e-mail; and be deemed to have been received:

    • in the case of a facsimile or e-mail at the time of a successful transmission report;

    • in the case of a letter, when delivered personally or 3 days after it has been put into the post.

  13. WAIVERS

    13.1 Failure of any person to enforce or exercise, at any time or for any period, any provisions of these Terms and Conditions, does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right later to enforce such term or any other term herein contained.

  14. SEVERABILITY

    14.1 If any provision or pat of these Terms and Conditions is held to be invalid, amendments to these Terms and Conditions may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and other provisions of these Terms and Conditions to the maximum extent permissible by law.

  15. ENTIRE AGREEMENT

    15.1 These Terms and Conditions and any applicable privacy policy constitutes the entire agreement and understanding with respect to the subject matter hereof and supersedes any prior agreement, understanding or arrangement, whether oral in writing to the express exclusion of any prior representations not repeated in these Terms and Conditions whether orally or in writing.

  16. THIRD PARTIES

    16.1 A person who is not a party to these Terms and Conditions shall not have the right to enforce any term or terms of these Terms and Conditions pursuant to the Contracts (Rights of Third Parties) Act 1999.

  17. GOVERNING LAW AND JURISDICTION

    17.1 These Terms and Conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts.

Issue Date: January 2008


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