Campaign Terms and Conditions (“Ts & Cs”)
Attention: If Seedrs sent you a Engagement Letter after 2 May 2023, please see our updated Campaign Terms & Conditions here.
These Ts & Cs set out the terms of the relationship between (i) us, Seedrs, and (ii) you, a Company wishing to raise funds on the Platform, and shall become effective and binding on you as soon as you start the process of creating your Campaign, otherwise submit any information to Seedrs by which your Campaign may be assessed, or enter into a Campaign Engagement Letter with Seedrs.
1. Definitions, Interpretation and Applicability
1.1. In these Ts & Cs, unless the context otherwise requires, the following expressions have the following meanings:
“Acknowledgements” has the meaning given to it in paragraph 15.1.1;
“Activity” has the meaning given to it in paragraph 10.2;
“Advance Assurance” means assurance provided by the Small Company Enterprise Centre (or other relevant department) of HM Revenue & Customs that the issuance of Shares by the Company pursuant to the process described in paragraph 4.7, is eligible for EIS relief or SEIS relief (as applicable);
“Break Fee” has the meaning given to it in paragraphs 12.4 to 12.6;
“Business” means the business of the Company;
“Business Day” means any day other than a Saturday, Sunday or bank holiday in London;
“Campaign” means the fundraising campaign created by or on behalf of the Company on the Platform;
“Campaign Engagement Letter” means an agreement by which the Company engages Seedrs in relation to the Campaign, and of which these Ts & Cs form a part;
“Change” has the meaning given to it in paragraph 10.1;
“Committed” has the meaning given to it in paragraph 4.5;
“Companies Act” means, the Companies Act 2006, as may be amended from time to time;
“Company” means the one or more legal entities or other business arrangements that wish(es) to raise funds by way of the Campaign;
“Direct Investor” has the meaning given to it in paragraph 4.1.2;
“Disintermediation Fee” has the meaning given to it in paragraph 12.3;
“EIS” means the UK’s “Enterprise Investment Scheme” administered within HM Revenue & Customs by the Small Company Enterprise Centre;
“EIS-Eligible” means, with respect to the Company, satisfying (in our determination) the company-focused requirements of the EIS;
“EIS Relief” means tax relief under the EIS;
“Execute” means, with respect to any agreement, a Party expresses its assent to be bound by its terms in a manner approved by us, including by electronic means;
“FCA Rules” means the Financial Services and Markets Act 2000, all secondary legislation implemented thereunder, rules and regulations promulgated by the UK Financial Conduct Authority or any successor or replacement regulatory body responsible for the regulation of our business, and any other financial services laws or regulations applicable to us;
“Fully-Diluted” means, with respect to the Company, the sum of (a) all Shares (including ordinary, preference and otherwise) of the Company allotted or issued prior to or on the date a subscription agreement or other agreement(s) in respect of the investment is Executed as described in paragraph 4.7, plus (b) all Shares (including ordinary preference and otherwise) of the Company which are the subject of any form of right to acquire or receive (be it an option, warrant, similar contractual arrangement or other right) as of the date on which a subscription agreement or other agreement(s) in respect of the investment is Executed as described in 4.7, regardless of whether such right has vested;
“Investment-Authorised Member” means, generally, a Seedrs Member who we have authorised to make investments through the Platform, but also includes any other person to whom we have referred the Campaign or made the Company available as a potential investment opportunity;
“Minimum Target Amount” means the minimum investment that the Company states it wishes to raise by way of the Campaign;
“Other Capital” has the meaning given to it in paragraph 11.1;
“Overfunding Period” has the meaning given to it in paragraph 4.3;
“Platform” means the Seedrs platform, which includes the website currently hosted at the domain http://www.seedrs.com and all website pages at sub-domains thereof and may, from time to time and as applicable, include pages hosted at other domains and identified by Seedrs as forming part of the Platform, and any mobile applications provided by Seedrs;
“Platform Agreements” has the meaning given to it in paragraph 1.12;
“Platform Launch Period” means the period of time that begins when the Campaign is made generally available to Investment-Authorised Members on the Platform pursuant to paragraph 4.1 until the Campaign is closed pursuant to paragraph 4.6;
“Pre-emption Campaign” means a Campaign made available only to existing investors who have already subscribed for Shares in the Company through Seedrs as nominee to enable the investors to exercise their pre-emption rights (unless agreed between the Company and Seedrs that the Campaign should also be made available to certain other investors, in circumstances where existing investors have not taken their full allocation of pre-emption rights);
“Private Launch Period” has the meaning given to it in paragraph 4.1;
“Prospectus Directive” means, Directive 2003/71/EC, as may be amended from time to time;
“Secondary Market” refers to the bulletin board on the Platform that enables investors to express an interest to sell or buy shares held under the Seedrs nominee structure;
“Securities Act” has the meaning given to it in paragraph 6.1;
“Seedrs” is a company incorporated in England and Wales under No. 06848016 whose registered office is at Churchill House, 142-146 Old Street, London EC1V 9BW, United Kingdom;
“Seedrs Account” means, for a Seedrs Member who acts as an investor, the account he or she holds with us for purposes of transferring in money to be used in making investments and receiving proceeds from investments;
“Seedrs Member” means, a natural or legal person who has joined the Platform as a member, including affirming assent to the relevant Membership Agreement, who we have approved as a member of the Platform, and whose membership has not been terminated or suspended under the relevant Membership Agreement;
“SEIS” means, the UK’s “Seed Enterprise Investment Scheme” administered within HM Revenue & Customs by the Small Company Enterprise Centre;
“SEIS-Eligible” means, with respect to the Company, satisfying (in our determination) the company-focused requirements of the SEIS;
“SEIS Relief” means tax relief under the SEIS;
“Shares” means the equity, equity-like interests or other securities or instruments of the Company, certain of which will be offered in exchange for investment on a Fully-Diluted Basis, as set out in the Campaign;
“Standard Campaign Support” means the services described in paragraphs 3.7 to 3.8 below, and each is referred to separately as a “Support Service”;
“Success Fee” has the meaning given to it in paragraph 12.1;
“Total Invested Amount” has the meaning given to it in 4.7.1;
“we”, “us” and “our” means Seedrs, any of our subsidiaries and any holding company (as those expressions are defined in section 1159 of the Companies Act 2006) and, where the context permits, our permitted assignees, transferees and delegates; and
“you” means you, the Company, that wishes to raise funds on the Platform.
1.2. Subject to the above, expressions used in these Ts & Cs shall, where the context permits, have the same meaning as in the FCA Rules.
1.3. Unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine includes the feminine and vice versa.
1.4. The word “including” or “includes” is not exclusive, so it should be read as if followed by the words “without limitation”.
1.5. References to a specific paragraph mean a paragraph of these Ts & Cs unless otherwise stated.
1.6. Any use of the terms “you must”, “you shall”, “you may only”, “you may not” or similar terms mean that, in agreeing to these Ts & Cs, you expressly agree to be bound by whatever action or commitment such terms reference.
1.7. Unless the context requires otherwise, each reference in these Ts & Cs to “writing”, and any cognate expression, includes a reference to any communication effected by facsimile transmission, email or similar means.
1.8. A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.9. The liability of any of the parties to these Ts & Cs that comprise more than one person or entity shall be joint and several.
1.10. Any reference to you or us includes a reference to your or our respective personal representatives, heirs, successors in title and permitted assignees.
1.11. The headings in these Ts & Cs are for convenience only and shall not affect their interpretation.
1.12. You may enter into several other contracts with us. For example, you may have already entered into a Membership Agreement, by using the website you are deemed to have agreed to our Terms of Service and (if applicable) Referral Fee Terms, and you may also enter into a Campaign Engagement Letter. If you succeed in raising capital for the Business through the Platform, the Company may enter into a subscription agreement and/or other agreement(s) in respect of the investment. 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 we refer 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 are provided with after these Ts & Cs will prevail over these Ts & Cs, while these Ts & Cs will prevail over the terms of any Platform Agreement to which you agreed to or you were provided with before these Ts & Cs.
1.13. If the Company seeks investment in a limited partnership fund, the following paragraphs of these Ts & Cs do not apply: 3.8, 4.1.2, 4.8.3 through 4.8.5, 4.10, 5.4.2, and 13.
2. Fundraising Suitability
2.1. Prior to creating a Campaign you may complete a fundraising suitability assessment on the Platform. This will request certain details about the Business and its potential to raise funds on the Platform. The details will be automatically submitted for our review and we will make one of three determinations, solely in our discretion:
2.1.1. Ask you to proceed with creating a Campaign;
2.1.2. Inform you that the Business is not suitable to fundraise on the Platform; or
2.1.3. Request further information about the Business.
2.2. If we ask you to proceed with creating a Campaign, you may be required to execute a Campaign Engagement Letter. This will set out specific terms applicable to your Campaign, in addition to those set out in these Ts & Cs, but does not guarantee that the Campaign will be made available to Investment-Authorised Members.
2.3. We may decide that the Business is not suitable to fundraise on the Platform for any reason or no reason, and we do not need to tell you the reason. If we request further information about the Business we may still decide that it is not suitable to fundraise on the Platform. However, if we do decide that the Business is not suitable, you may submit to the suitability assessment again at any time, in relation to the Business or a different business, provided we have not notified you otherwise.
3. Campaign Creation & Standard Campaign Support
3.1. After you have agreed to these T&Cs and any applicable Campaign Engagement Letter pursuant to paragraph 2.2, you will be able to create a Campaign. In the Campaign you will make certain disclosures about the Business and declare that the Company is seeking the Minimum Target Amount, for the purpose set out in the Campaign, in exchange for Shares. If the Campaign enters the Overfunding Period, the number of Shares offered in the Company will be increased proportionately as further investments are made. This means that if the Company chooses to accept more than the Minimum Target Amount, pursuant to paragraph 4.7.1, it will be required to issue more Shares.
3.2. After you have created a Campaign and submitted it for our review on the Platform, we will make one of three determinations, solely in our discretion:
3.2.1. Approve the Campaign;
3.2.2. Decline to approve the Campaign; or
3.2.3. Request that you make specified changes to the Campaign.
3.3. If we approve the Campaign, we will make it available for Investment-Authorised Members to review and commit to invest pursuant to the process described in paragraph 4.1. This does not guarantee that the Company will be successful in receiving funding and we may remove the Campaign from the Platform at any time for any reason or no reason, and we do not need to tell you the reason.
3.4. We may decline to approve the Campaign for any reason or no reason, and we do not need to tell you the reason. If we request that you make specified changes to the Campaign, we may still determine to decline to approve the Campaign, for any reason or no reason, notwithstanding that you have made those changes. However, if we do decline to approve the Campaign, you may create a new campaign at any time, in respect of the Business or a different business, provided that we have not notified you otherwise.
3.5. If, after you have submitted your Campaign for review, you submit videos or other materials to be included in the Campaign, they will be treated as part of the Campaign for all purposes of this paragraph 3. You grant us a non-exclusive, transferrable, revocable, royalty-free licence to use all materials included in the Campaign, including the Campaign video, to market the Campaign and Seedrs generally. You agree that we can use all Campaign materials at our own discretion without seeking your prior consent, and may do so both in the course of your supporting your Campaign and after its completion, expiry, or termination.
3.6. Standard Campaign Support. Unless we agree otherwise, if the Campaign is approved as described in paragraph 3.3 and always after the Private Launch Period described in paragraph 4.1, we shall provide the Company the services described in paragraphs 3.7 and 3.8 below (the “Standard Campaign Support”). If the Company is conducting a Pre-emption Campaign, the Standard Campaign Support provided is limited to the S/EIS Tax Processing set out in paragraph 3.8 below.
3.7. Email Marketing
3.7.1. The inclusion of the Campaign in a minimum of one Seedrs weekly investor email to the Seedrs investor network within ten days of the Platform Launch Period for the Campaign commencing.
3.7.2. The inclusion of the Campaign in a minimum of one Seedrs weekly investor email to the Seedrs investor network within ten days of the Campaign reaching 80% of its Minimum Target Amount and the Campaign remaining open for investment within the ten days of it reaching its Minimum Target Amount.
3.7.3. Any emails sent in excess of the minimum stated above will be at our sole discretion.
3.8. S/EIS Tax Processing
3.8.1. As set out in paragraph 13 below, it is the Company’s responsibility to take any relevant actions in relation to SEIS Relief and EIS Relief. We offer the following support:
126.96.36.199. Provision of dedicated assistance throughout the process of claiming the tax relief for investors holding under the Seedrs nominee structure. This shall include completion and submission of forms S/EIS 1 (as appropriate);
188.8.131.52. Working with HMRC for the delivery of the S/EIS 3 tax certificates including addressing queries HMRC may have; and
184.108.40.206. On-going maintenance of tax certificates for investors holding under the Seedrs nominee structure, which shall include sending replacement certificates.
3.8.2. We do not provide tax or financial advice of any kind and if you are seeking such advice you should consult a professional adviser.
3.9. No Guarantee of Investment. We provide the Standard Campaign Support 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 Support Service will result in investment in the Campaign.
3.10. 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 Support 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.
3.11. 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 Support 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 3.12, 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 Standard Campaign Support.
3.12. Standard of Service. We shall use reasonable endeavours to provide the Standard Campaign Support in accordance with the description set out in these Ts & Cs. We do not guarantee that any Support 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 Support Service is provided by a third party, we will not be held responsible for the performance of that party.
3.13. Financial Promotion. Where the content or asset produced by any Support 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 relevant regulatory requirements.
4. Investment Process
4.1. Unless we agree otherwise, if the Campaign is approved as described in paragraph 3.3, it will initially enter a “Private Launch Period” for up to two weeks, which means that during that period it will be made available only to certain Investment-Authorised Members who access the Platform using a particular link, which will be sent to you following approval of the Campaign. Following the Private Launch Period, the Campaign will enter the “Platform Launch Period” during which the Campaign will be made generally available to Investment-Authorised Members on the Platform.
4.1.1. An approved Pre-emption Campaign will only be made available to Investment-Authorised Members who are existing investors in the Company (and, in certain circumstances, other select Investment-Authorised Members as agreed between you and us) for a minimum of seven days, and will not be made generally available on the Platform.
4.1.2. Subject to agreement between you and us, you may offer Investment-Authorised Members the opportunity to subscribe for Shares in the Company directly rather than holding Shares through us as nominee (“Direct Investors”). All Direct Investors that pay for their investments through the Platform shall be subject to an investment minimum agreed between you and us. All investment by Direct Investors must be on materially the same terms and conditions as the Shares offered in the Campaign to be held under the Seedrs nominee, including the same share class and share price. You acknowledge and agree that Direct Investors (i) cannot invest under the Seedrs nominee and therefore will not be entitled to any of the investor protections or other rights granted to nominee investors, (ii) will not have access to the Seedrs Secondary Market and other Platform features such as the post-investment discussion forum and Company updates (which the nominee may make available at its discretion), (iii) will not be able to view any direct investments in their Seedrs’ portfolios, (iv) and cannot rely on Seedrs’ closing and investment processes as further described in paragraph 4.8.4 below.
4.2. If an Investment-Authorised Member decides to invest in the Business, he or she will indicate how much he or she wishes to invest and the investment will be recorded on the Platform. Payment for the investment will become due on a date determined by us. We reserve the right to reject an investment for any reason or no reason, and we do not need to tell you the reason.
4.3. If Investment-Authorised Members have together indicated that they wish to invest an amount which is equal to the Minimum Target Amount prior to the Campaign’s expiration (which is approximately thirty days after we make it available for Investment-Authorised Members to review, including any Private Launch Period, but which we may adjust at our discretion), the Campaign will enter the “Overfunding Period”. During the Overfunding Period, Investment-Authorised Members can continue to invest until the Campaign has been closed pursuant to paragraph 4.6 below.
4.4. At any point before the Campaign enters the Overfunding Period, you may request our consent to increase the number or improve the terms of the Shares offered in the Company. We may grant or withhold this consent at our discretion. For the avoidance of doubt, you may not change the Minimum Target Amount at any time.
4.5. Investments made pursuant to the process described in paragraphs 4.1, 4.2 and 4.3 may be subject to cancellation. For the purpose of these Ts & Cs, when we refer to investments or amounts as having been “Committed”, we mean that the investments have not been cancelled, the investments have been paid for if made through Seedrs as nominee, and we have verified the identities of the investors in accordance with our regulatory obligations.
4.6. Provided that the Committed amounts are together equal to or greater than the Minimum Target Amount, subject to any other agreement between you and us, the Campaign will close on the earlier of the date on which:
4.6.1. You inform us that you would like the Campaign to close; or
4.6.2. The Campaign expires.
4.7. Once the Campaign has closed in accordance with paragraph 4.6, then:
4.7.1. You will confirm how much of the Committed amounts the Company will accept and if applicable you can decline to accept any investment made by a Direct Investor, provided that, subject to any other agreement between you and us, you must accept at least the Minimum Target Amount (the “Total Invested Amount”, which, for the avoidance of doubt, includes any investments made by Direct Investors);
4.7.2. We will conduct a legal due diligence investigation on the Business, the Company, its respective directors, officers, representatives, and/or any other persons that we believe should be subject to such due diligence;
4.7.3. If we are satisfied with the outcome of the legal due diligence investigation described in paragraph 4.7.2, we will present certain documents to be reviewed and, if agreed, adopted and Executed by the Company, its directors, officers, representatives, and/or other persons that we believe should be parties, which may include, among others: articles of association, a subscription agreement or other agreement(s) in order to complete the investment, and agreements to assign intellectual property to the Company (which must be in our standard form unless we agree otherwise); and
4.7.4. If the relevant documents described in paragraph 4.7.3 are adopted and Executed, and any pre-conditions set out in those documents are met, subject to paragraph 4.8.4, we will transfer the Total Invested Amount (less the Success Fee, if applicable, pursuant to paragraph 12.2) to the Company in exchange for the Shares which we will hold as nominee on behalf of the investors, but with legal title being registered with our nominated custodian.
4.8. With respect to the process described in paragraphs 4.1 to 4.7:
4.8.1. The identity of the investors on whose behalf we hold the shares in the Company, and the amount invested by each such investor, will be a matter determined solely by such investors and us pursuant to separate agreements, and unless we notify you otherwise, neither the Company, nor anyone that has worked with the Company on its Campaign, will have any right as to consultation or otherwise in respect of the identity of such investors or how much any such investor invests.
4.8.2. The determinations and decisions we make pursuant to the process described in paragraph 4.7 will be entirely at our discretion, and we may decline to proceed with completing the investment for any reason or no reason (except to the extent that we are bound do to so by any subscription agreement or other agreement(s) in respect of the investment in the Company).
4.8.3. If, at the time of the legal due diligence investigation described in paragraph 4.7.2, the price of a Share in the Company is higher than the amount an investor paid for a Share when he or she committed to invest, we may require the Company to subdivide its Shares. If, at the time of the legal due diligence investigation described in paragraph 4.7.2, the price of a Share in the Company is lower than the amount an investor paid for a Share when he or she committed to invest (as a result of such subdivision or otherwise) and/or would result in a fractional shares for investors, the investors may be repaid the difference, in which case the Total Invested Amount transferred to the Company pursuant to paragraph 4.7.4 will be adjusted accordingly.
4.8.4. Direct Investors cannot rely on any part of the closing and investment processes described in paragraph 4.7, including but not limited to the legal due diligence and investment documents and share certificate issuance, and will not be a party to any subscription and/or other agreement(s) that Seedrs may enter into with the Company. Should you wish to enter into any such agreements with Direct Investors, the Company will need to do so independently of Seedrs. Notwithstanding paragraph 4.7.4, if, pursuant to a separate agreement or understanding between you and us, any of the Total Invested Amount or any other funds are transferred to the Company either (a) directly from an Investment-Authorised Member or from an investor or source other than us, or (b) before the process described in 4.7 has been completed, in each case because one or more investors is a Direct Investor:
220.127.116.11. The Company may be subject to certain legal requirements to undertake an anti-money laundering assessment and ascertain the source of those funds, and we shall bear no responsibility whatsoever in respect of such assessment including, without limitation, notifying you of any such requirement; and
18.104.22.168. We may withhold the transfer of funds to the Company described in paragraph 4.7.4 until such time as the Company provides evidence that the transfer described in paragraph 4.8.4 has been made to the Company in exchange for Shares on materially the same terms and conditions as the Shares offered in the Campaign.
4.8.5. If the Company constitutes more than one legal entity or business arrangement, the process described in paragraphs 4.7.2, 4.7.3 and 4.7.4, (and such relevant provisions of this paragraph 4.8 that reference those paragraphs) shall apply in respect of each entity or arrangement, and may occur at different times. The Total Invested Amount will be invested across such entities or arrangements, in exchange for Shares in such entities or arrangements.
4.9. The Platform operates on an all-or-nothing basis, meaning that if at least the Minimum Target Amount is not Committed pursuant to the process described in paragraphs 4.1, 4.2 or 4.3 prior to the Campaign’s expiration, or if the relevant documents are not adopted and Executed pursuant to paragraph 4.7.3, the Company will receive no investment, each investor will receive the amount of his or her investment credited back to his or her Seedrs Account, and the proposed transaction will be deemed terminated.
4.10. The Company agrees that the shares held by us as nominee can be made available for sale and purchase on the Secondary Market and subject to variable pricing, unless otherwise agreed.
5. Role and Obligations of Seedrs
5.1. The Platform is a platform for connecting certain businesses with potential investors and is not an underwriter or placing agent of any sort. Accordingly:
5.1.1. We are under no obligation to procure or to use any efforts to procure investment for the Business;
5.1.2. At any given time, we may approve and post campaigns of any number of businesses, including other businesses that are similar to or competitive with the Business, and the fact that we approve and post such campaigns may mean that some investors choose to invest in businesses other than the Business; and
5.1.3. Even if we approve your Campaign, the Business may not receive Committed investment for at least the Minimum Target Amount and, if it does not, the Business will not receive any investment.
5.2. All decisions and determinations we make with respect to the Campaign and the completion of any investment in the Company will be made entirely at our discretion. We will not be liable to you for any loss or damage whatsoever that you may incur as a direct or indirect result of any such decision or determination.
5.3. In creating the Campaign and seeking capital through the Platform, you are taking the position that the Company is not engaging in a “public offer” as that term is used in section 755 of the Companies Act. We will not be liable to you for any loss or damage whatsoever that the Company may incur as a direct or indirect result of a court’s or other judicial or administrative body’s refusal to accept that position.
5.4. Notwithstanding paragraphs 5.1 to 5.3, we shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all liability, for:
5.4.1. Any losses or damages resulting from or related to actions taken or omitted to be taken by us pursuant to these Ts & Cs, except to the extent that such losses are the direct result of fraud, wilful default or gross negligence on our part;
5.4.2. All claims, damages, and causes of action of any kind which may arise in connection with investment by any Direct Investors in the Company; or
5.4.3. 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.
5.5. 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. To the extent permitted by law, under no circumstances will our total liability of any kind arising out of or related to these Ts & Cs, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of fees you pay to us pursuant to these Ts & Cs.
5.6. If the investment in the Company is completed as described in paragraph 4.7.4 and the Company distributes dividends, sale proceeds or other returns to the investors via us and/or our nominated custodian:
5.6.1. You will be responsible for the calculation of such distributions and we shall not be liable for any errors therein;
5.6.2. If, after such distributions have been paid to investors, an error is identified in the calculation described in paragraph 5.6.1 which resulted in the distributions being too high, neither the investors nor we shall be required to make any repayment; and if, after such distributions have been paid to investors, an error is identified in the calculation described in paragraph 5.6.1 which resulted in the distributions being too low, you undertake to notify us of such error and pay the additional amount immediately.
6. Regulation S
6.1. You and we acknowledge that the Campaign is intended to qualify for the safe harbour from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) pursuant to Regulation S thereunder.
6.2. You and we acknowledge that any Shares issued pursuant to the process described in paragraph 4.7.4 or otherwise in connection with the Campaign will not be registered under the Securities Act, and that for a period of one year after such issue:
6.2.1. Those Shares may not be offered or sold within the United States to or for the account or benefit of any U.S. person, other than pursuant to registration under the Securities Act or under an applicable exemption from registration;
6.2.2. Hedging transactions involving those Shares may only be conducted in compliance with the Securities Act; and
6.2.3. Any purchaser of those Shares must be notified of the applicable restrictions on offers and sales under the Securities Act.
7. Nature of Campaign
7.1. You are creating the Campaign with the aim of raising investment capital for the Business, and you intend that any capital raised through the Platform will be used for the purpose of furthering the Business for its growth and development, and as described in the Campaign.
7.2. The person you appoint or will appoint to act on behalf of the Business is a legitimate representative, has the authority to speak and act on behalf of the Company and bind the Company to these Ts & Cs, and at the time at which the investment is ready to be completed as described in paragraph 4.7, will have the authority to bind the Company to the documents described therein.
8. Accuracy of Disclosures
As of the date you submit the Campaign:
8.1. Each of the statements that you provide in the Campaign will be:
8.1.1. True and accurate in all respects, if it is a statement of fact;
8.1.2. Reasonable and honestly believed by the Company to be capable of being achieved, if it is a prediction or statement of aspiration or opinion;
8.1.3. Individually and when taken as a whole with all other statements provided in the Campaign, fair, clear and not misleading; and
8.1.4. The Campaign will not omit any statement required to make the Campaign or any statement therein fair, clear and not misleading.
9. EU Prospectus Requirement Exemption
9.1. In the twelve months preceding the date hereof, the Company has not conducted an offering of securities of any type for the Company where the total consideration sought for such securities exceeded €8 million less the Minimum Target Amount or, if greater, the Total Invested Amount (or, if the Company constitutes more than one legal entity or business arrangement, the portion of that amount in such legal entity or business arrangement).
9.2. You have no intention of conducting an offering of securities of any type for the Company within the twelve months from and after the date hereof where the total consideration sought for such securities would cause the Company to have raised in excess of €8 million during a twelve-month period, except for an offering which either is subject to and complies with the prospectus publication requirements of the Prospectus Directive or is excluded from such requirements pursuant to a provision other than Article 1(2)(h) thereof.
10. Updates on Disclosures
10.1. You will notify us immediately if, at any time between the date you submit the Campaign and the date on which the documents described in paragraph 4.7.3 are adopted and Executed, you become aware of any fact, circumstance, event or information (including a change of opinion), which we refer to as a “Change”, that renders or is reasonably likely to render any statement in the Campaign:
10.1.1. Not true or accurate in all respects, if it is a statement of fact;
10.1.2. Not reasonable and honestly believed by the Company to be capable of being achieved, if it is a prediction or statement of aspiration or opinion; or
10.1.3. Individually or when taken as a whole with all other statements provided in the Campaign, not fair, not clear or misleading (including where the Campaign omits a statement required to make the Campaign or any statement therein fair, clear and not misleading).
10.2. You will notify us immediately if, at any time between the Campaign being approved as described in paragraph 3.3 and the date on which the documents described in paragraph 4.7.3 are adopted and executed, you become aware of any investment or other activity, which we refer to as “Activity”, that renders or is reasonably likely to render the Campaign misleading. This may include, but is not limited to: investments being made by you or other investors which are or are reasonably likely to be unpaid, cancelled, not genuine and/or generate a misleading impression of investment activity; and, comments posted in the discussion forum by you or other investors which are not genuine and/or generate a misleading impression of interest in the Campaign. You will also notify us if there are any material updates regarding the legal or regulatory status of the business or its relationship with any legal or regulatory body.
10.3. In giving the undertakings set out in paragraph 10.1 and 10.2, you acknowledge that, as a consequence of the Change, Activity or other update, we may decide not to approve the Campaign or, if we have already approved the Campaign, to remove it from the Platform at any time.
11. Raising Money from Elsewhere
11.1. Nothing in these Ts & Cs shall or is intended to prevent you from seeking capital for the Business from sources unrelated to the Platform, which we refer to as “Other Capital”.
11.2. If you successfully raise, or enter meaningful discussions about raising, Other Capital at any time in the period after you submit the Campaign until the date on which the documents described in paragraph 4.7.3 are adopted and Executed, you agree that such a change falls within the undertaking set out in paragraph 10.1 and therefore will notify us of it.
In normal situations, we will only ever charge you one fee, a “Success Fee”, for our services, and we will only charge it if the Business actually raises the investment it is seeking, all as described in paragraph 12.1. In order to protect ourselves from misuse of the Platform, in the limited circumstances described in paragraphs 12.3 to 12.6 we may also charge you a “Disintermediation Fee” and/or a “Break Fee”.
12.1. If the Business successfully raises funds on the Platform you agree to pay us a “Success Fee” which will consist of the following:
12.1.1. In consideration of our services in approving the Campaign and making it available to Investment-Authorised Members, a fundraising fee equal to 6% of the Total Invested Amount;
12.1.2. In consideration of the administrative work we undertake on closing the Campaign, an administration fee of £/€2,500 plus VAT (which shall correspond to the currency in which funds are raised) (“Administration Fee”); and
12.1.3. The following payment processing fees for all investments paid for through the Platform (together the “Payment Processing Fee”):
|Seedrs Account/Bank Transfer||0.30%|
|Pay by Bank :||0.10%|
|UK Debit Card||0.65%|
|EU Debit Card||1.60%|
|UK Credit Card||1.00%|
|EU Credit Card||2.20%|
|Non-UK or Non-EU Debit or Credit Card||2.90%|
|iDeal (per payment)||€0.40|
12.2. You agree that payment of the Success Fee shall become due and payable by the Company at the point that we present the documents to the Company as described in paragraph 4.7.3., provided always that the Campaign has closed in accordance with paragraph 4.6 and we have conducted our legal due diligence investigation in accordance with paragraph 4.7.2. Payment of the Success Fee must be within 30 days, after which it will be subject to interest of 2% per month. Without prejudice to the foregoing, if the Success Fee has not been paid by the time the Total Invested Amount is transferred to the Company in accordance with paragraph 4.7.4, you agree that we may deduct the Success Fee from the Total Invested Amount when we transfer it to the Company. If the Campaign is a Pre-emption Campaign, the Company will not be charged the administration fee set out in paragraph 12.1.2 as part of the Success Fee. Seedrs reserves the right to change the rates used to calculate the Payment Processing Fee upon one week’s advance notice, and you will be deemed to have accepted the changes unless you notify us to the contrary before the changes come into force.
12.3. In addition to the Success Fee, if an Investment-Authorised Member (other than an Investment-Authorised Member with whom you can demonstrate to our satisfaction that you had a pre-existing relationship before the date you submitted the Campaign) who has viewed the Campaign or any part thereof makes an investment in the Business other than through the Platform at any time within twelve months after the date you submitted the Campaign:
12.3.1. You will promptly give us notice upon your becoming aware of such investment;
12.3.2. In consideration of our work in communicating information to the investor about the Business, you will pay to us a fee of 6% of the amount of money such person invests; and
12.3.3. Payment will become due immediately upon your receipt of the investment and will be subject to interest of 2% per month.
12.4. In consideration of the work we have performed and the value we have created for the Business, you will pay us a Break Fee equal to 6.5% of the Minimum Target Amount or Total Invested Amount, whichever is greater, under the following circumstances:
12.4.1. After we have commenced the review of the Campaign, you decide not to proceed with raising capital for the Business through the Platform and engage another crowdfunding, fundraising, or investment platform to raise capital within six months of the date you informed us that you would not proceed with the Campaign; or
12.4.2 After we have made the Campaign available for Investment-Authorised Members to review and commit to invest on the Platform (including the Private Launch Period), you (a) decide not to proceed with the investment, (b) fail to cooperate with us in providing accurate, relevant and timely responses to our reasonable due diligence requests, or (c) fail to act in good faith to negotiate, adopt or Execute (or procure the adoption or Execution of) any of the agreements described in paragraph 4.7.3 by the parties thereto (other than us).
12.5. We will waive the early break fee set out in paragraph 12.4 if you and we mutually agree not to proceed with the Campaign.
12.6. Payment of the Break Fee will become due immediately upon our notification to you of your liability for it, and it will be subject to interest of 2% per month.
13. Tax Relief
13.1. If you indicate when creating the Campaign that you would like investors who invest in the Business through the Platform to be able to take advantage of EIS Relief or SEIS Relief, and we make a determination based on the information you provide that the Company is EIS-Eligible or SEIS-Eligible, then:
13.1.1. We will indicate as much in your Campaign;
13.1.2. You agree to apply, in good faith and with diligent efforts, for Advance Assurance of such relief as soon as practicable after (and if) the Business receives commitments of the Minimum Target Amount; and
13.1.3. Subject to our supplying you with such details of the investors as may be required for such purpose, you agree to undertake all necessary actions, including but not limited to, the application, filing and distribution of any necessary forms, required to be taken to enable any eligible investor in the Company to take advantage of such EIS Relief or SEIS Relief, as applicable.
13.2. If you indicate when creating the Campaign that you would like investors who invest in the Business through the Platform to be able to take advantage of tax reliefs other than EIS or SEIS, and we make a determination based on the information you provide that the Company is eligible for such tax reliefs, then you agree that provisions equivalent to those set out in paragraphs 13.1.1 to 13.1.3 shall apply in respect of such tax reliefs.
14. Further Offering Materials
14.1. If you produce any offering or other promotional materials related to an investment in the Business other than the approved Campaign itself:
14.1.1. It will be your responsibility to ensure that the distribution of those materials complies with applicable financial promotions and offering rules in every jurisdiction in which such rules apply;
14.1.2. Without limiting the generality of paragraph 14.1.1 you will not, without our prior written consent, place any such materials in a publication with general circulation in the United States (which shall include any publication that is printed primarily for distribution in the United States or has had during the preceding twelve months an average circulation in the United States of 15,000 or more copies per issue, but will include only the United States edition of any publication printing a separate United States edition if the publication, without considering its United States edition would not constitute a publication with a general circulation in the United States); and
14.1.3. You will include in such materials a clear statement that the shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons, and that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act.
14.2. For the avoidance of doubt, the offering or promotional materials referred in paragraph 14.1 would include any communications through the discussion forum and documents sections, and any additional documentation you provide to investors, none of which forms part of the Campaign and will not be reviewed or approved by us.
15. Effect of Acknowledgements, and Undertakings
15.1. In agreeing to these Ts & Cs, you hereby:
15.1.1. Acknowledge to us that you understand and agree with each of the statements and descriptions set out in paragraphs 2 to 6, which we refer to together as the “Acknowledgements”;
15.1.2. Undertake to us that you will comply with and satisfy the terms set out in paragraphs 7 to 14, which we refer to together as the “Undertakings”.
15.2. In agreeing to these Ts & Cs, you hereby agree to indemnify and hold us harmless in full for any damages, including indirect and consequential damages and loss of profit, that we suffer as a result of:
15.2.1. Your taking any action inconsistent with an Acknowledgement;
15.2.2. Your failure to abide by or satisfy any Undertaking; or
15.2.3. any other breach of these Ts & Cs by you.
16. Assignment, Transfer and Delegation
16.1. 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.
16.2. The Campaign is personal to you, and therefore 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 to another representative of the Company. Any attempt to, transfer assign or delegate any of your rights or obligations in contravention of this paragraph 16.2 shall be null and void.
17.1. These Ts & Cs shall continue in full force and effect, and shall be binding on both you and us unless, and until the earlier of such time as:
17.1.1. We inform you that the Business is not suitable to raise funds on the Platform pursuant to paragraph 2.3;
17.1.2. We decline to approve the Campaign pursuant to paragraph 3.4;
17.1.3. We remove the Campaign following approval pursuant to paragraph 3.3;
17.1.4. The investment is otherwise not completed, for example in the circumstances described in paragraph 4.9; or
17.1.5. We agree to terminate the Engagement Letter.
17.2. Any termination of the Engagement Letter and/or these Ts & Cs does not affect the rights of either you or us in respect of prior breaches.
17.3. Your covenants with respect to the Disintermediation Fee and the Break Fee shall survive any termination of the Engagement Letter and/or these Ts & Cs.
18. General Terms
18.1. No Partnership or Agency. These Ts & Cs shall not be construed so as to create a partnership, agency relationship or joint venture between you and us. Nothing in these Ts & Cs shall be construed so as to constitute you and us as agents of one another.
18.2. No Waiver. No failure or delay by you or us in exercising any of our 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.
18.3. No Variation. No variation of these Ts & Cs shall be effective unless it is in writing and signed by each of you and us.
18.4. No Advice. We do not provide investment, legal, regulatory, financial or consultancy advice of any kind and nothing in these Ts & Cs or any part of your engagement with us constitutes such advice. If the Company wishes to seek such advice, it should consult a professional independent advisor.
18.5. Severability. 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, the remainder of the Ts & Cs shall continue to be valid (including the remainder of any affected provision).
18.6. Entire Agreement. Subject to paragraph 1.12, these Ts & Cs, together with any Campaign Engagement Letter and the information set out in the Campaign, 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 out herein. You and we acknowledge that, in agreeing to these Ts & Cs, neither of us is relying on, and shall have no remedies in respect of, 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 by us in these Ts & Cs, and your only remedy is for breach of contract. However, nothing in these Ts & Cs shall exclude liability for any fraudulent statement or act.
18.7. Further Assurances. You and we shall from time to time (both during the continuance of these Ts & Cs and after 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.
18.8. Non-Solicitation of Employees. You agree not to solicit, entice or hire any of our employees who are directly or indirectly involved in the services provided under these Ts & Cs or any Campaign Engagement Letter, for employment with the Company or any related party, with effect from the time that this these Ts & Cs and/or any Campaign Engagement Letter comes into force until six months after the expiry of any contractual relationship between us. In the event you contravene this paragraph 18.8 you will be liable to pay us a one-time payment equal to one year of the employee’s salary.
18.9. Costs. Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of any agreement or documentation relating to these Ts & Cs shall be borne by you and us respectively.
18.10. Survival. All disclaimers, indemnities and exclusions in these Ts & Cs shall survive termination of these Ts & Cs for any reason, as shall any other provisions of these Ts & Cs that by their nature are intended to survive such termination (including, without limitation, the provisions with respect to our fees).
18.11. Force Majeure. We shall not 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 by you 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.
18.12. Governing Law and Jurisdiction. These Ts & Cs and any dispute or claim arising out of or in connection with them or their 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, the country in which the Business or Company is based or incorporated, or any other relevant country.
18.13. Third Party Rights. Unless expressly provided to the contrary in this Agreement, 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.
18.14. Data Protection. For the purposes of these Ts & Cs and, in connection with your use of the Platform and the investment in the Company, we may disclose personal data provided by you to any of our affiliates or partners with which we contract, employ or work with (including those based in other jurisdictions) in connection with the provision of services pursuant to these Ts & Cs, or to any tax, statutory or regulatory authority as required by such authority. Please see our Privacy Notice for more information about how we use personal data.
18.15. Referred Campaign. If you have been referred to the Platform by, or you have asked us to refer you or the Business to, another person, entity or organisation, we may keep such person informed of the progress of your Campaign, including but not limited to whether the Campaign has been approved pursuant to paragraph 3.3, whether the Campaign is available for investment, the Minimum Target Amount has been reached, the Campaign has closed, or an investment in the Company has been completed pursuant to paragraph 4.7. In such cases where information is shared in accordance with this paragraph 18.15, you agree any that any confidentiality obligations agreed between the parties will not apply to Seedrs.
18.16. Execution. Seedrs and the Company shall be deemed to have duly Executed these Ts & Cs when you affirm assent by the means provided by us on the Platform or otherwise.
19.1. Notices From You to Us. Any notice from you to us in respect of these Ts & Cs or your Campaign shall be given by email to [email protected], except where these Ts & Cs or another Platform Agreement that you Execute sets out alternate means by which you must give us notice.
19.2. Notices From Us to You. Any notice from us to you in respect of these Ts & Cs or your Campaign may be given either through the Platform, by email or by post or courier to the physical address, in each case using the details that the Company or its representative registered on the Platform or otherwise notified to Seedrs.
19.3. Receipt of Notices. Notices given pursuant to this paragraph 19 through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this paragraph 19 by post or courier shall be deemed received by the recipient two working days after despatch. If you give us notice by means other than those set out in paragraph 19 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.
19.4. Language of Notices. All notices given under these Ts & Cs shall be in the English language.