Campaign Support Services Schedule (“Schedule”)
Attention: If Seedrs sent you a Campaign Engagement Letter after 2 May 2023, please see our updated Campaign Support Services Schedule here.
This Schedule is a schedule to, and incorporated into, the Campaign Engagement Letter and any Addendum or separate Campaign Support Services Agreement between (i) us, Seedrs, and (ii) you, a Company wishing to raise funds on the Platform. This Schedule shall become effective and binding on you as soon as we provide you with any of the Services set out in this Schedule or otherwise agree to provide such Services by way of the Campaign Engagement Letter or Addendum, or separate Campaign Support Services Agreement.
1. GENERAL TERMS
1.1. Definitions & Interpretation. In this Schedule, unless the context otherwise requires, the following expressions have the following meanings:
“Addendum” means an addendum that amends the Campaign Engagement Letter, in relation to the provision of Additional Campaign Support;
“Additional Campaign Support” means the Services set out in paragraphs 1 to 9 below;
“Campaign Support Services” means the services described in paragraphs 2 to 9 below, and each is referred to separately as a “Service”;
“Campaign Support Team Member” means a Seedrs employee that is engaged in providing the Campaign Support Services;
“Exterion Advertising Network” means the advertising service available on the London Underground, provided by Exterion;
“Seedrs Blog” means the blog hosted by Seedrs here;
“Service Fee” means the fee for each Service described in paragraphs 2 to 9 below which will be set out in the relevant Campaign Engagement Letter and/or any Addendum, or separate Campaign Support Services Agreement; and
“TCP” means tube (also known as the London Underground) car panel.
All expressions not defined in this Schedule are defined in the Campaign Engagement Letter, Addendum or separate Campaign Support Services Agreement (if applicable) and the Campaign Ts & Cs. The interpretation provisions set out in paragraph 1 of the Campaign Ts & Cs also apply to this Schedule.
1.2. No Guarantee of Investment. We provide the Campaign Support Services separately to the Campaign, and you acknowledge that we are not responsible for acquiring investors for the Campaign. We do not provide any assurance or guarantee that any Service will result in investment in the Campaign.
1.3. Company Content. You will be responsible for providing (at your own cost) any of your own content or assets (including but not limited to the Company logo) that are required for us to provide each Service. You confirm that you have sufficient authority and rights to provide us with, and permit us to use, such content and that doing so will not violate any third party rights or require any further consents or licences.
1.4. Intellectual Property. You grant us a non-exclusive, non-transferrable revocable, royalty-free licence to use the Company logo and other relevant Company content, solely for the purpose of performing each Service. Each of us reserves all our respective intellectual property and other related rights and, with the exception of the licence set out in this paragraph 1.4, no such rights are granted to the other party. For the avoidance of doubt, unless expressly stated otherwise, we shall retain ownership of any assets produced in the course of providing the Campaign Support Services.
1.5. Payment Terms, VAT and Cancellation.
1.5.1. For each of the Services except for advertising on the London Underground (set out in paragraph 8), the Service Fee must be paid by the Company within 30 days of commencement of the Service. The payment terms for advertising on the London Underground are set out in paragraph 8.5 below. VAT is payable on top of all Service Fees.
1.5.2. Late payment will result in a delay to the provision of the Service, and is subject to interest of 2% per month if not paid by the date specified in the applicable payment terms. Without prejudice to the foregoing, if a Service Fee has not been paid by the time the Total Invested Amount raised in the Campaign is transferred to the Company in accordance with paragraph 4.7.4 of the Campaign Ts & Cs, you agree that we may deduct such Service Fee from the Total Investment Amount when we transfer it to the Company.
1.5.3. Your obligation to pay in accordance with the relevant payment terms survives any termination of the Campaign Engagement Letter, Addendum or separate Campaign Support Services Agreement and our contractual relationship with you, and Service Fees will be payable regardless of whether the Minimum Target Amount has been Committed to the Campaign. If you cancel the Campaign, any Service Fees incurred by the Company shall be non-refundable and Seedrs can cease the Additional Campaign Support immediately. If a Service purchased includes provision of an asset such as a webpage, email, blog post, or advertisement, cancellation of the Service more than 14 days from the scheduled date of publication or distribution of the asset shall not incur a cancellation fee. If the Service is cancelled between 14 and 8 days from the scheduled date of publication or distribution, you will be required to pay 50% of the Service Fee. If the Service is cancelled 7 days or less before the scheduled date of publication or distribution, then you will be required to pay the entirety of the Service Fee.
1.6. Standard of Service. We shall use reasonable endeavours to provide the Campaign Support Services in accordance with the description set out in this Schedule. We do not guarantee that any Service will meet your requirements. You acknowledge that our primary business activity is that of a fundraising and investment platform and we are not a marketing services provider, a law firm or a tax adviser. Where a Service is stated to be provided by a third party, we will not be held responsible for the performance of that party.
1.7. Liability. We shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all liability, for:
1.7.1. Any losses or damages resulting from or related to actions taken or omitted to be taken by us pursuant to this Schedule, except to the extent that such losses are the direct result of fraud, wilful default or gross negligence on our part; or
1.7.2. 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.
1.7.3. Nothing in this Schedule 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. To the extent permitted by law, under no circumstances will our total liability of any kind arising out of or related to this Schedule, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of Service Fees you pay to us pursuant to this Schedule.
1.8. Financial Promotion. Where the content or asset produced by any Service is, in our sole discretion, required to be approved as a financial promotion in accordance with FCA Rules, we will make the ultimate decision as to what is required to satisfy the relevant regulatory requirements.
1.9. Application of Campaign Ts & Cs. Without limitation, paragraphs 16 to 19 of the Campaign Ts & Cs (“Assignment, Transfer & Delegation”, “Termination”, “General Terms” and “Notices”) apply to this Schedule, with the words “Campaign Ts & Cs” substituted for “Schedule”. This shall not affect the application of the Campaign Ts & Cs.
STANDARD CAMPAIGN SUPPORT
2. For the avoidance of doubt, the Standard Campaign Support set out in paragraphs 3.6 through 3.8 of the Campaign Ts & Cs shall be provided to the Campaign free of charge.
ADDITIONAL CAMPAIGN SUPPORT – Please contact us for the Service Fee for each of the following Services.
3. CAMPAIGN PRE-REGISTRATION
We will create, host and manage a pre-registration service for the Campaign, including a landing page website and email communications.
3.1. Standard Pre-Registration Package
The Standard Pre-Registration Package shall include:
3.1.1. Production of a standardised pre-registration webpage consisting of the Company logo, a description of the Business in no more than 100 words, and a form which captures email address and investment size indication information, which will be approved as a financial promotion by Seedrs; and
3.1.2. The following email communications will be created, approved as financial promotions by Seedrs, and broadcast by Seedrs to individuals who have pre-registered on the webpage:
3.1.2.1. One pre-registration confirmation email;
3.1.2.2. Up to two emails with a call to action to ‘sign up to Seedrs’ to ensure individuals will be able to access the Campaign as Investment-Authorised Members when the Campaign launches on the Platform; and
3.1.2.3. One email to notify pre-registered individuals that the Campaign has entered the Private Launch Period and they can now invest.
3.1.3. All Company brand assets used must be supplied by the Company.
3.2. Pre-Registration Accelerator Lite
The Pre-Registration Accelerator Lite shall include:
3.2.1. Production of a bespoke pre-registration webpage aligned to the Company’s brand guidelines or website appearance, consisting of the Company logo, a description of the Business in no more than 100 words, a description of the Company’s product in no more than 100 words, an awards or mentions section, and a form which captures email address and investment size indication information, which will be approved as a financial promotion by Seedrs;
3.2.2. At least £500 of paid advertising budget to promote the pre-registration webpage to individuals who have visited the Seedrs platform within the previous 40 days;
3.2.3. Publication of at least three social media posts promoting the pre-registration webpage, which includes at least one post on each of Facebook, Twitter and LinkedIn while the pre-registration webpage is live; and
3.2.4. In addition to the emails included as part of the Standard Pre-Registration Package set out in paragraph 3.1.2 above, the following email communications will be created, approved as financial promotions by Seedrs, and broadcast by Seedrs to individuals who have pre-registered on the webpage:
3.2.4.1. One email to notify pre-registered individuals that the Campaign has entered the Public Launch Period; and
3.2.4.2. One email to notify pre-registered individuals that the Campaign will be closing soon.
3.2.5. All Company brand assets used must be supplied by the Company.
3.3. Pre-Registration Accelerator
The Pre-Registration Accelerator shall include:
3.3.1. All services included in the Pre-Registration Accelerator Lite set out at paragraph 3.2 above; and
3.3.2. In addition to the emails provided as part of the Pre-Registration Accelerator Lite set out at paragraph 3.2.4 above, one email promoting the pre-registration webpage will be created, approved as financial promotions by Seedrs, and broadcast by Seedrs to Seedrs’ “Exclusive Campaign Updates” mailing list.
3.3.3. All Company brand assets used must be supplied by the Company.
4. DIRECT EMAIL MARKETING
We will design and broadcast one email promoting the Campaign.
4.1. Solus Email
4.1.1. The Solus Email consists of the design, copywriting and financial promotion approval by Seedrs of one email promoting the Campaign and includes a direct link to the Campaign.
4.1.2. The email will be sent once to Seedrs’ “Exclusive Campaign Updates” mailing list.
4.2. Segment Email
4.2.1. The Segment Email consists of the design, copywriting and financial promotion approval by Seedrs of one email promoting the Campaign and includes a direct link to the Campaign.
4.2.2. The email will be sent once to a segment of Seedrs’ “Exclusive Campaign Updates” mailing list determined by Seedrs.
5. DIGITAL RE-TARGETING ADVERTISING
We will create, traffic and manage digital advertising using Seedrs’ proprietary data to re-target visitors who have visited the Platform, with the service including the booking and management of media on the Facebook and LinkedIn Advertising Networks.
5.1. Basic Paid Advertising Package
The Basic Paid Advertising Package shall include:
5.1.1. Production of one digital advertisement for the Facebook Advertising Network including copywriting, design of one creative asset to be a featured image in the digital advertising, and approval as a financial promotion by Seedrs;
5.1.2. A minimum advertising budget of £1,945.50;
5.1.3. The digital advertisement will be scheduled to be broadcast on the Facebook Advertising Network for up to six weeks or until the Campaign is closed for investment, whichever occurs first; and
5.1.4. The audience targeted during the broadcast of the digital advertisement will be a Seedrs custom audience using Seedrs’ proprietary data.
5.2. Premium Paid Advertising Package
The Premium Paid Advertising Package shall include:
5.2.1. Production of two digital advertisements for the Facebook Advertising Network including copywriting, design of one creative asset to be a featured image in the digital advertisements, and approval as financial promotions by Seedrs;
5.2.2. A minimum advertising budget of £3,545.50;
5.2.3. The digital advertisements will be scheduled to be broadcast on the Facebook Advertising Network for up to six weeks or until the Campaign is closed for investment, whichever occurs first;
5.2.4. The audience targeted during the broadcast of the digital advertisements will be a custom audience using Seedrs’ proprietary data; and
5.2.5. Optimisation of the advertising campaign will occur after seven days of initial broadcast to ensure the remaining advertising budget is allocated to the best performing advertisements, as determined at Seedrs’ sole discretion.
5.3. Platinum Paid Advertising Package
The Platinum Paid Package shall include:
5.3.1. Production of at least three digital advertisements for one or more of the Facebook, Google or LinkedIn Advertising Networks including copywriting, design of one creative asset to be a featured image in the digital advertisements, and approval of the advertisements as financial promotions by Seedrs;
5.3.2. A minimum advertising budget of £8,300;
5.3.3. The digital advertisements will be scheduled to be broadcast on one or more of the Facebook, Google or LinkedIn Advertising Networks for up to six weeks or until the Campaign is closed for investment, whichever occurs first;
5.3.4. The audience targeted during the broadcast of the digital advertisements will be a custom audience using Seedrs’ proprietary data; and
5.3.5. Optimisation of the advertising campaign will occur after seven days of initial broadcast to ensure the remaining advertising budget is allocated to the best performing advertisements, as determined at Seedrs’ sole discretion.
6. CONTENT PRODUCTION
We will create, host and manage sponsored content on the Seedrs Blog to promote the Campaign that will be approved as a financial promotion.
6.1. Meet the Founder Blog Post
The Meet the Founder Blog Post shall include:
6.1.1. An interview with a member of the Company’s leadership team;
6.1.2. Drafting of a blog post summarising the interview to be hosted on the Seedrs Blog; and
6.1.3. Promotion of the blog post once to Seedrs followers on Facebook, Twitter and LinkedIn.
6.2. Campaign Spotlight Blog Post
The Campaign Spotlight Blog Post shall include:
6.2.1. Research into the Company’s business and proposition;
6.2.2. Drafting of a blog post summarising the research to be hosted on the Seedrs Blog; and
6.2.3. Promotion of the blog post once to Seedrs followers on Facebook, Twitter and LinkedIn.
7. SEEDRS PLATFORM ADVERTISING
We will host advertising on the Seedrs Platform promoting the Campaign.
7.1. Homepage Takeover
7.1.1. The Homepage Takeover shall consist of creation of an advertisement promoting the Campaign to be placed on the Seedrs homepage for a minimum of seven days beginning on a date decided by Seedrs. The advertisement will be placed on the rotating homepage webpage carousel.
7.1.2. The Company must provide the advertising assets in the dimensions requested by Seedrs at least 72 hours before the advertising placement is due to begin.
7.2. Featured Campaign Placement (Primary)
7.2.1. The Featured Campaign Placement (Primary) shall consist of creation of an advertisement promoting the Campaign to be placed in the primary position on the Seedrs invest webpage carousel (available here) for a minimum of seven days beginning on a date decided by Seedrs.
7.2.2. The Company must provide the advertising assets in the dimensions requested by Seedrs at least 72 hours before the advertising placement is due to begin.
7.3. Featured Campaign Placement (Secondary)
7.3.1. The Featured Campaign Placement (Secondary) shall consist of creation of an advertisement promoting the Campaign to be placed in the secondary position on the Seedrs invest webpage carousel (available here) for a minimum of seven days beginning on a date decided by Seedrs.
7.3.2. The Company must provide the advertising assets in the dimensions requested by Seedrs at least 72 hours before the advertising placement is due to begin.
7.4. Portfolio Page Highlight
7.4.1. The Portfolio Page Highlight shall consist of creation of an advertisement promoting the Campaign to be placed on the Portfolio webpage for Investment Authorised Members (available here) for a minimum of seven days beginning on a date decided by Seedrs.
7.4.2. The Company must provide the advertising assets in the dimensions requested by Seedrs at least 72 hours before the advertising placement is due to begin.
8. ADVERTISING ON THE LONDON UNDERGROUND
We will create, traffic and manage outdoor advertising, including the booking and management of media on the Exterion Advertising Network when advertising inventory is available through Seedrs’ strategic partnership with Exterion.
8.1. Standard Tube Package
The Standard Tube Package shall include:
8.1.1. Design of one poster in accordance with Seedrs’ standard template for a ‘lift and escalator panel’ poster;
8.1.2. Approval of the poster as a financial promotion by Seedrs;
8.1.3. Production of 400 ‘lift and escalator panel’ posters; and
8.1.4. Booking and management of 400 panels of media on the Exterion Advertising Network when and where inventory is available.
8.2. Advanced Tube Package
The Advanced Tube Package shall include:
8.2.1. Design of one poster in accordance with Seedrs’ standard template for a ‘4-sheet’ poster;
8.2.2. Approval of the poster as a financial promotion by Seedrs;
8.2.3. Production of 400 ‘4-sheet’ posters; and
8.2.4. Booking and management of 400 panels of media on the Exterion Advertising Network when and where inventory is available.
8.3. Premium Tube Package
The Premium Tube Package shall include:
8.3.1. Design of two posters in accordance with Seedrs’ standard templates for ‘lift and escalator panel’ and ‘4-sheet’ posters, respectively;
8.3.2. Approval of the posters as financial promotions by Seedrs;
8.3.3. Production of 400 ‘lift and escalator panel’ posters and 400 ‘4-sheet’ posters; and
8.3.4. Booking and management of up to 800 panels of media on the Exterion Advertising Network when and where inventory is available.
8.4. Bespoke Tube Car Panel (“TCP”) Package
The Bespoke Tube Car Panel Package shall include:
8.4.1. Design of one poster in accordance with Seedrs’ standard template for TCP posters;
8.4.2. Approval of the poster as a financial promotion by Seedrs;
8.4.3. Production of the number of copies of TCP posters agreed between the Parties in the Campaign Engagement Letter or Addendum, or separate Campaign Support Services Agreement; and
8.4.4. Booking and management of TCP posters on the Exterion Advertising Network when and where inventory is available.
8.5. Payment Terms
The Service Fee must be paid by the Company immediately upon engagement of the Service.
9. S/EIS TAX PROCESSING FOR NON-SEEDRS NOMINEE INVESTORS
9.1. We shall offer the following S/EIS tax processing through our preferred provider, which will be provided alongside the tax processing described in paragraph 3.8 of the Campaign Ts & Cs:
9.1.1. Introduction to the provider;
9.1.2. Provision of a dedicated tax account manager to assist throughout the process of claiming the tax relief for investors who are not Seedrs nominee investors, include completion and submission of forms S/EIS 1 (as appropriate);
9.1.3. Working with HMRC for the delivery of the S/EIS 3 tax certificates including responding to queries HMRC may have; and
9.1.4. On-going maintenance of tax certificates for investors who are not Seedrs nominee investors, which shall include sending replacement certificates.
9.2. Seedrs does not provide tax or financial advice of any kind and if you are seeking such advice you should consult a professional adviser.