AutoInvest Terms & Conditions
These AutoInvest Terms and Conditions (“Ts & Cs”) set out the terms of using AutoInvest between (i) us, Seedrs, and (ii) you, a Seedrs member. These Ts & Cs shall become effective and binding on you as soon as you enable AutoInvest.
As a Seedrs member, you wish to use our automated order execution service (“AutoInvest”) to make investments in certain fundraising campaigns on the Platform that meet the AutoInvest Criteria you choose. You should read these Ts & Cs carefully before agreeing them. Please contact [email protected] if you have any questions about these Ts & Cs.
2. AutoInvest Process
2.1. You authorise us to execute investments in any individual campaigns available on the Platform that meet certain eligibility criteria that you set on the Platform from time to time (the “AutoInvest Criteria”).
2.2. Whenever a campaign on the Platform satisfies all of the AutoInvest Criteria, the Platform will automatically execute an investment in the campaign (an “AutoInvest Investment”). You will be notified of the AutoInvest Investment and will be provided with access to the applicable investment agreement through the Platform. At the time of each AutoInvest Investment, you will be deemed to have agreed to the terms set forth in the applicable investment agreement between you and us that will govern the terms of your investment.
2.3. The AutoInvest Investment amount will be calculated by the Platform by maximising the amount of shares or other equity rights (if applicable) made available by a campaign that you can purchase without exceeding the Maximum Investment Amount. This means that AutoInvest Investment amounts will vary across individual investments you make and may be less than the Maximum Investment Amount, but under no circumstances will the AutoInvest Investment amount exceed the Maximum Investment Amount.
2.4. A campaign is deemed to satisfy the AutoInvest Criteria at the time that the AutoInvest Investment is made. Should a campaign cease to meet any of the AutoInvest Criteria after the AutoInvest Investment has been made, the AutoInvest Investment will not be cancelled and we will not notify you that the campaign no longer meets the AutoInvest Criteria. As a result, it is possible that you may make an AutoInvest Investment in a campaign that does not satisfy the AutoInvest Criteria. The AutoInvest Investment will be deployed and may be scaled back in accordance with the Deployment Policy (available here).
2.5. You may cancel an AutoInvest Investment in accordance with the terms of the applicable investment agreement.
3.1. You will be required to deposit sufficient funds in your Investment Account in advance of making any investments using AutoInvest. All investments made using AutoInvest, and the associated investment fees relating to those investments, will be paid for using the funds available in your Investment Account, regardless of whether the funds were deposited in connection with AutoInvest.
3.2. If there are insufficient funds in your Investment Account to fund an investment that meets the AutoInvest Criteria and its associated investment fee, the AutoInvest Investment will not be executed. Your use of AutoInvest will suspend until you deposit sufficient funds in your Investment Account to resume AutoInvest.
4. Modification or Termination
4.1. You can change the AutoInvest Criteria or terminate AutoInvest at any time by logging into the Platform. Any changes you make to the AutoInvest Criteria will apply to future investments, and will not apply retrospectively to AutoInvest Investments already made.
4.2. We may amend the terms of this Agreement from time to time, for example to make it easier to understand, to comply with legal or regulatory requirements, keep up with industry developments, reflect changes to our business, products, or services, or in respect of matters that do not affect your substantive rights. If we make a change that affects any of your substantive rights, we will notify you of the amendment or amendments at least 10 working days before they take effect. Such notification may occur by email, by notice to you when logging onto the Platform or by other means. If you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your objection will be considered your notice of termination of your use of AutoInvest.
4.3. We may terminate these Ts & Cs or AutoInvest immediately, and will inform you of the termination immediately, if:
- you have broken the terms of these Ts & Cs in a serious or persistent way and you have not rectified the matter within a reasonable time of Seedrs requesting you to do so;
- you have broken or attempted to break the law, or put Seedrs in a position where we might break the law;
- you are using the Platform in a way that is harmful to Seedrs, such as causing harm to our Platform or our reputation;
- you have given us false information;
- we decide to no longer offer AutoInvest;
- you have been abusive to anyone at Seedrs or another Seedrs member; or
- if we are required do so under any law, regulation, or by a governmental or regulatory authority.
5. Our Obligations
5.1. We have no discretion in relation to choosing your AutoInvest Criteria or AutoInvest Investments except in defining any algorithms used as part of the AutoInvest Criteria and as set out in the investment agreement that applies to each AutoInvest Investment. Our role is limited to arranging deals in line with the objective AutoInvest Criteria that you have chosen and with our Deployment Policy. We do not provide advice or recommendations with respect to any aspect of transactions conducted through the Platform, including through AutoInvest.
5.2. We shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all liability, for:
5.2.1. Any losses or damages resulting from or related to actions taken or omitted to be taken by us in connection with matters contemplated by these Ts & Cs, except to the extent that such losses are the direct result of fraud, wilful default or gross negligence on our part; or
5.2.2. Any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
5.3. In no event shall we be liable to you for more than the total amount invested by you through AutoInvest pursuant to these Ts & Cs.
5.4. Nothing in these Ts & Cs shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
6. Data and Data Protection
For the purposes of these Ts & Cs and in connection with your use of the Platform and/or AutoInvest, we may disclose certain of your Personal Data to any if our affiliates or partners which we contract with or employ in connection with our provision of services (including those based in other jurisdictions), or to any tax, statutory or regulatory authority as required by such authority. You must ensure that the Personal Data set out in your profile is correct and up to date. For further information on how we use your Personal Data, please see our Privacy Notice (available here).
7. Assignment, Transfer and Delegation
7.1. We may assign, transfer or delegate any of our obligations or rights under these Ts & Cs to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the platform to any person to whom we assign, transfer or delegate our obligations or rights.
7.2. None of your rights or obligations under these Ts & Cs can be assigned, transferred or delegated to any other person, other than with our express written agreement. Any attempt to, transfer assign or delegate any of your rights or obligations in contravention of this paragraph 7.2 shall be null and void.
8. No Partnership or Agency
These Ts & Cs shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Ts & Cs shall be construed so as to constitute you and us as agent of one another.
9. No Waiver
No failure or delay by you or us in exercising any rights under these Ts & Cs shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these Ts & Cs shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of these Ts & Cs is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these Ts & Cs shall continue to be valid as to its other provisions and the remainder of the affected provision.
11. Entire Agreement
These Ts & Cs contains the entire agreement between you and us, and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set forth herein. You and we acknowledge that, in entering into these Ts & Cs, neither you nor we are relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in these Ts & Cs. Without limiting the generality of the foregoing, you shall not have any remedy for innocent or negligent misrepresentation based on any statement made to you upon which you may have relied on in entering into these Ts & Cs, and your only remedy is for breach of contract. However, nothing in these Ts & Cs purports to exclude liability for any fraudulent statement or act.
12. Further Assurances
You and we shall from time to time (both during the continuance of these Ts & Cs and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of these Ts & Cs.
Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of these Ts & Cs and any associated documentation shall be borne by you and us respectively.
The provisions set forth in paragraphs 5 through 21 shall survive the termination of these Ts & Cs.
15. Force Majeure
We shall be in breach of these Ts & Cs if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
You have entered into certain other agreements with us. For example, you may have already entered into a Membership Agreement, Terms of Service and (if applicable) Referral Fee Terms, and will enter into an investment agreement with respect to each AutoInvest Investment. A Privacy Notice also sets out details of how your Personal Data will be used. All of these agreements and notices and other agreements you may enter into, or notices you may be provided with, in connection with your use of the Platform, which are referred to collectively as “Platform Agreements”, are intended to be consistent with each other and should be read and interpreted together but, if a conflict arises, the terms of any Platform Agreement to which you agree, or is provided to you, after these Ts & Cs will prevail over the terms of these Ts & Cs, while these Ts & Cs will prevail over the terms of any Platform Agreement to which you agreed to or were provided with before these Ts & Cs.
17. Governing Law
These Ts & Cs and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of these Ts & Cs in your country of residence or any other relevant country.
18. Third Party Rights
Unless expressly provided to the contrary in these Ts & Cs, a person who is not a party to these Ts & Cs may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of these Ts & Cs, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of these Ts & Cs.
These Ts & Cs shall be deemed duly executed and shall become effective and binding upon you and us once you have indicated your assent to these Ts & Cs via the means provided on the Platform.
20.1. Any notice from you to us in respect of these Ts & Cs shall be given by email to [email protected], except where these Ts & Cs or another Platform Agreement that you execute sets forth another way that you must give us notice.
20.2. Any notice from us to you in respect of these Ts & Cs may be given either through the Platform, by email to the address you provide in your profile or by post or courier to the physical address you provide in your profile.
20.3. Notices given pursuant to this paragraph 20 through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this paragraph 20 by post or courier shall be deemed received by the recipient two working days after despatch. In the event that you give us notice by means other than those set forth in this paragraph 20 and we in fact receives it, we may, but are not required to, choose to deem the notice received upon actual receipt of it.
20.4. All notices given under this Agreement shall be in the English language.
21. Definitions and Interpretation
21.1. The following expressions have the following meanings in this Agreement unless inconsistent with the context:
“Agreement” has the meaning given to it in the Introduction;
“AutoInvest” has the meaning given to it in paragraph 1;
“AutoInvest Criteria” has the meaning given to it in paragraph 2.1;
“AutoInvest Investment” has the meaning given to it in paragraph 2.2;
“EIS” means the Enterprise Investment Scheme administered within HM Revenue & Customs by the SCEC;
“Investment Account” means, your account maintained by us, the funds of which are held in pooled client money accounts with one or more depository institutions;
“Maximum Investment Amount” means the maximum amount of any AutoInvest Investment set by you as an AutoInvest Criteria on the Platform;
“Personal Data” has the meaning given in the Privacy Notice applicable to the use of the Platform;
“Platform” means the Seedrs platform, which includes the website currently hosted at the domain http://www.seedrs.com and all pages at sub-domains thereof and may, from time to time and as applicable, include website pages hosted at other domains and identified as forming part of the Platform, and any mobile applications provided by Seedrs;
“Platform Agreements” has the meaning given to it in paragraph 16;
“Seedrs member” means a person who has joined the Platform as a member, including affirming assent to the relevant Membership Agreement and whose membership has not been terminated or suspended; “SEIS” means the Seed Enterprise Investment Scheme administered within HM Revenue & Customs by the SCEC.
21.2. The headings are for convenience only and shall not affect the interpretation of the Agreement.
21.3. References to the plural include the singular and vice versa;
21.4. References to one gender include the other gender as appropriate; and
21.5. Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.