These Secondary Market Terms & Conditions constitute a legal agreement between you, as the user of the Secondary Market, and Seedrs Limited, as the owner of the Website. Throughout these Terms & Conditions we will refer to you as “you”, and we will refer to Seedrs Limited as “we”, “us”, or “Seedrs”.
These Terms & Conditions set out the general terms and conditions governing your use of the Secondary Market. They apply to you as soon as you first use the Secondary Market and you are deemed to have agreed to be bound by them upon your first use of the Secondary Market. If you do not wish to be bound by these Terms & Conditions, please do not use the Secondary Market.
2. Relationship to Other Agreements
During the course of your use of the Website, you may choose to agree to be bound by certain other agreements: for example, if you wish to sign up to Seedrs, you will need to agree to a Membership Agreement, if you wish to invest in a business through Seedrs, you will need to agree to the relevant Investment Agreement, and if you wish to buy shares on the Secondary Market you will need to agree to the relevant Transfer Nominee Agreement. We refer to all of these other agreements as the “Platform Agreements”, because rather than just governing your technical use of the Website, they set out the substantive terms that govern your relationship with us when you make use of our platform.
The Website Agreements will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Website Agreements and a Platform Agreement that you agree to, the Platform Agreement will take precedence.
3. Use of the Secondary Market
The Secondary Market operates as a bulletin board that enables you to express an interest to sell or buy shares held under the Seedrs Nominee Structure during a Trading Cycle. An expression of interest to sell or buy shares on the Secondary Market does not create a legally binding right or obligation. Each trade will require the execution of a transfer agreement directly between the buyer and the seller, after which the payment will be processed and we will register the new ownership of the shares within the Seedrs Nominee Structure. The Secondary Market is not available in respect of shares held outside the Seedrs Nominee Structure. Please note that you are solely responsible for making a decision to sell or buy shares on the Secondary Market and in no circumstances will Seedrs execute a trade automatically, or otherwise on your behalf, following an expression of interest. For the avoidance of doubt, the Secondary Market does not constitute a “multilateral system” as defined in the Markets in Financial Instruments Directive II.
You may inform us if you wish to sell your shares on the Secondary Market in accordance with paragraph 4 below, and you may buy shares on the Secondary Market in accordance with paragraph 5 below. Unless otherwise agreed with us, we will not facilitate any trades within the Seedrs Nominee Structure other than through the Secondary Market. Please note that whilst the Secondary Market is in Beta: shares may only be traded between existing shareholders in a particular business, shares can only be traded at the value determined by our Valuation Policy, and the total value of each trade must be no more than £1,000.
We also recommend you read the Secondary Market FAQs.
4. Selling Shares
You may request to sell shares on the Secondary Market using the online “Request to Sell” tool. All requests to sell within a certain Trading Cycle must be received at least seven days prior to that Trading Cycle, and we will confirm to you whether and, if so, how many of those shares are eligible for the Secondary Market. Eligibility will be determined at our discretion. Even if shares are eligible to be traded on the Secondary Market, your ability to sell shares will depend on buyer demand. It can be difficult to find a buyer and you should not assume that you will be able to sell your shares on the Secondary Market.
If a buyer requests to buy your shares on the Secondary Market, you will be required to execute a transfer agreement directly with the buyer after the Trading Cycle. After we have been notified that the trade has been executed, we will register ownership of the shares in the buyer’s name, and the sale proceeds will be deposited in your Investment Account (less any fees owed to us pursuant to the relevant Investment Agreement you entered into when you made your investment in the sold shares). All rights to future returns from the sold shares will be passed to the buyer.
5. Buying Shares
You may buy shares on the Secondary Market by expressing an interest through the Website during the Trading Cycle. All shares bought on the Secondary Market will be subject to a Transfer Nominee Agreement, which must be entered into at the time of expressing your interest to buy. Funds to pay for the shares must be deposited in your Investment Account at this time. Shares will be bought on a “first come first served” basis, meaning that if you were the first to express an interest, you will have priority to buy the shares from the seller. After the Trading Cycle closes you will be required to execute a transfer agreement directly with the seller. After we have been notified that the trade has been executed, the funds deposited in your Investment Account will be transferred to the seller, and we will register ownership of the shares in your name. If you decide not to execute the transfer agreement, the shares may be made available to another buyer who has expressed an interest.
For the Beta Secondary Market, only existing shareholders in a particular business may buy shares in that business. All existing shareholders within the Seedrs Nominee Structure have access to post-investment pages on the Website where they can communicate with businesses they have invested in. Seedrs does not perform due diligence in respect of trades on the Secondary Market. The only information provided by Seedrs to buyers on the Secondary Market is on the relevant Secondary Market webpage, and buyers should obtain sufficient other information before making decisions to buy shares. Seedrs takes no responsibility for any other information you obtain to make your decision to buy shares on the Secondary Market, from the relevant business (including but not limited to through the post-investment page), the business’s website, in social media profiles or elsewhere.
6. Personal Data
Trades on the Secondary Market may result in a change to your tax position, which may include but not be limited to in respect of SEIS, EIS, capital gains tax, stamp duty and/or stamp duty reserve tax. You are entirely responsible for any such taxes, and we shall bear no responsibility whatsoever in respect of them (including, notifying you that they have or may have arisen). Without limitation to the foregoing, we reserve the right not to register a trade on the Secondary Market until we have been provided with evidence of a stock transfer form stamped by HMRC.
We have made every effort to ensure that these Terms & Conditions adhere strictly with the relevant provisions of the UK Unfair Contract Terms Act 1977 and other applicable laws. However, in the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms & Conditions and shall not affect the validity and enforceability of the remaining Terms & Conditions. This clause on “Severability” shall apply only within jurisdictions where a particular term is illegal.
9. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these Terms & Conditions, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
If you wish to communicate with us about anything related to these Terms & Conditions, you may do so by sending an email to email@example.com.
From time to time we may update these Terms & Conditions to take account of changes in the law or for any other reason. If we update these Terms & Conditions, we will post a new version on the Website, and as soon as you use the Secondary Market after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms & Conditions to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
12. Choice of Law
These Terms & Conditions, and the relationship between you and Seedrs created by it, shall be governed by and construed in accordance with the laws of England and Wales.
You agree to submit to the exclusive jurisdiction of the courts of England and Wales. This means that if you want to bring a legal action against us, or we want to bring a legal action against you, it must be done in one of these courts.
We have used a few capitalised terms in this agreement, which means that they have specific definitions. In some cases the definition is set out when they are first used, but in a few cases we give the meaning below instead.
- Beta refers to the first version of the Secondary Market, which is subject to the restrictions described in paragraph 3 above;
- Investment Account means the section of your Seedrs account that displays the funds you hold with us for investment or withdrawal;
- Portfolio means the section of your Seedrs account that displays the shares you hold under the Seedrs Nominee Structure;
- Referral Fee Terms means the referral fee terms of the Website, available at Referral Fee Terms;
- Secondary Market means the Seedrs Secondary Market hosted on the Website at https://www.seedrs.com/secondary-market;
- Seedrs Limited means Seedrs Limited, a private limited company registered in England and Wales under registration number 06848016;
- Seedrs Nominee Structure means the relationship between Seedrs and users of the Website whereby Seedrs is appointed as nominee in respect of users’ investments;
- Terms & Conditions means these terms and conditions of the Secondary Market;
- Terms of Service means the terms of service of the Website, available at Terms of Service;
- Trading Cycle means the week that commences on the first Tuesday of every month, during which shares can be bought on the Secondary Market;
- Valuation Policy means the policy used to determine a current valuation of a user’s Portfolio, available here; and
- Website means the website that you are currently using (www.seedrs.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.