Introduction Service Terms and Conditions (“Ts & Cs”)
These Ts & Cs set out the terms of the relationship between (i) us, Seedrs Limited, and (ii) you, an individual investor or representative of an angel syndicate that wishes to participate in the Introduction Service (the “Service”) on Seedrs Private Deal Room, and shall become effective and binding on you as soon as you accept these Ts & Cs by the means provided on the Seedrs website.
1. Background. The Service enables early-stage and growth-focussed businesses to connect with individual investors and syndicates of angel investors to secure lead investors for their fundraising rounds.
2. Relationship to Other Agreements
2.1. Our Terms of Service, Privacy Notice, and Referral Fee Terms apply to you and everyone else who uses the Website, and we refer to them together as the “Website Agreements”. These Ts & Cs are an additional Website Agreement that apply only when you use the Service. Please note that the Referral Fee Terms do not apply in respect of your use of the Service.
2.2. During the course of your use of the Website, you may choose to agree to be bound by certain other agreements: for example, on joining Seedrs you agreed to a Membership Agreement, if you wish to invest in a business through Seedrs other than through the Service, you will need to agree to the relevant Investment Agreement, and if you wish to buy shares on the Secondary Market you will need to agree to the relevant Transfer Nominee Agreement. We refer to all of these other agreements as the “Platform Agreements”, because rather than just governing your technical use of the Website, they set out the substantive terms that govern your relationship with us when you make use of our platform.
2.3. The Website Agreements will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Website Agreements and a Platform Agreement that you agree to, the Platform Agreement will take precedence.
3. Introduction Process.
3.1. Fundraising Business Information. Upon engaging Seedrs for the Service, a Fundraising Business will provide Seedrs with relevant company presentation or due diligence materials such as a pitch deck or financial projections, if available. Seedrs will not verify, and is not responsible or liable for the truth or accuracy of, any of the information that the Fundraising Business provides in connection with the Service, including but not limited to any external content.
3.2. Introductions. Seedrs shall make available a listing of the information provided by a Fundraising Business on Seedrs Private Deal Room (the “Introduction Page”). You understand that Seedrs will use the Service to distribute each Introduction Page to select Seedrs members at its sole discretion, and that each Introduction Page may be made available to any number of potential investors at the same time. Seedrs may cease making the Introduction Page available to you and other Seedrs members through the Service at any time. As Introduction Pages may be made available on an investor by investor basis, you must not disclose to any person or otherwise allow any person to access the Introduction Page using your log in details. If you represent an angel syndicate, you may distribute the Introduction Page to your members, subject to paragraph 4.3 of these Ts & Cs. If you use the Introduction Page to confirm to Seedrs that you are interested in investing in the Fundraising Business, Seedrs will introduce you to the Fundraising Business.
3.3. Investment Offers. Should you make an offer to invest in the Fundraising Business, the Fundraising Business is required to provide to Seedrs any documents that you may provide to it in connection with the offer, including but not limited to any draft or final indicative terms, letters of intent, or term sheets.
3.4. Completed Investment. In the event that you complete an investment in the Fundraising Business, the Fundraising Business is required to provide the signed term sheet or equivalent document(s) setting out the key terms of the investment to Seedrs.
3.5. Fundraising Fee. In consideration for its use of the Service to obtain investment from you, Seedrs will charge the Fundraising Business a fee on the first investment you make in the Fundraising Business.
4. Financial Promotion Exemptions.
4.1. The information described in paragraphs 3.1 and 3.2 that is provided to you as a part of the Service will not be approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”).
4.2. If you are an individual investor, you warrant that you are a certified high net worth individual or self-certified sophisticated investor within the meaning of Articles 48 and 50A respectively of the Order (a “Certified Person”) or an investment professional under Article 19 of the Order.
4.3. If you represent an angel syndicate, you agree that the information is provided to you in your capacity as an investment professional as defined by the Order. You are solely responsible for ensuring that any distribution of the information described in paragraphs 3.1 and 3.2 to your members complies with FSMA and the Order. You agree that you will not distribute the information to any members of your angel syndicate unless they are a Certified Person or an investment professional under Article 19 of the Order, and that you have taken all steps necessary to satisfy the applicable exemption requirements, including but not limited to any certification requirements if necessary.
5. Investment by Syndicate Members. If you represent an angel syndicate, you agree that individual members of your syndicate may invest in a Fundraising Business instead of or in addition to any investments you make. You also agree that you will communicate these Ts & Cs to the members of your angel syndicate.
6. Disintermediation. You acknowledge that, in the event that you attempt to circumvent the Service and invest in a Fundraising Business independently of the Service, the Fundraising Business shall be required to pay Seedrs a disintermediation fee pursuant to its contract with us.
7. No Involvement. You acknowledge that, other than introducing you to Fundraising Businesses, we have no involvement whatsoever in the arrangements between you and any Fundraising Businesses. You hereby release and discharge us from all claims, damages, and causes of action of any kind that may arise as a result of your arrangements with any Fundraising Businesses. Without prejudice to the foregoing, you undertake to immediately inform us of any complaint, dispute or claim that may arise out of your arrangements with any Fundraising Business.
8. Termination. We may terminate your use of the Service at any time, for any reason or no reason, by providing written notice, and any such termination shall be effective immediately. You may terminate at any time by opting out of the Service in your profile settings (https://www.seedrs.com/your/profile/edit) . If we or you terminate these Ts & Cs, we will be entitled to collect any fees owed to Seedrs by the Fundraising Business in respect of any investments you have already completed.
9. No Advice. We do not provide investment recommendations or advice, and nothing in the Service will constitute any such recommendation or advice. If you are in any doubt about making an investment in any Fundraising Business presented through the Service you should consult an authorised person specialising in advising on investments of that kind.
10. Confidentiality. Unless we agree otherwise in writing, you are provided with access to the Service for your use only. Without limiting the foregoing, you may not disclose any information obtained from the Service to any third party. These obligations of confidentiality do not apply to any information which is already in the public domain, other than through a breach by you of this obligation, or which is required to be disclosed by law or a regulatory body. If, after you are introduced to a Fundraising Business, you may obtain access to information through the Service that is subject to additional duties of confidentiality to the Fundraising Business that you may agree to without the involvement of Seedrs. In the event of a conflict between those additional duties of confidentiality and these Ts & Cs, the additional duties of confidentiality will prevail.
11. Data Protection. 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), including any Fundraising Businesses, in connection with the provision of the Service, 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.
12.1.Seedrs does not guarantee the security of any information you share with third parties in connection with your use of the Service, and you assume such risk when using the Service.
12.2.To ensure proper functioning of the Service, we reserve the right to monitor your use of it, unless prohibited by law.
13. Entire Agreement. These Ts & Cs contain the entire agreement between you and us, and supersedes and replaces all previous agreements and understanding between you and us with respect to the matters set out herein. You and we acknowledge that, in agreeing to these Ts & Cs, neither party is relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement nor 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.
14. Governing Law & Jurisdiction. These Ts & Cs shall be governed by the laws of England and Wales, and in the event of dispute related to these Ts & Cs, you and we submit to the exclusive courts of England and Wales.
15. Notices. All notices in connection with these Ts & Cs must be given in writing, whether electronic or otherwise.
16. No Waiver. Failure to or any delay in exercising, any right or remedy provided under these Ts & Cs or by law shall not constitute a waiver of that or any other right or remedy.
17. No Assignment. Except as otherwise provided in these Ts & Cs, no party may assign, sub-contract or deal in any way with, any of its rights obligations under these Ts & Cs or any document referred to in it.
18. Authorised Representative. If applicable, you represent and warrant that the person who agrees to these Ts & Cs is a duly authorised representative with full power and authority to bind you to these Ts & Cs.
19. Variation. From time to time we may update these Ts & Cs if there is a valid reason, for example, to reflect changes in the law or changes to our services. If we update these Ts & Cs, we will post a new version on the Seedrs website, and as soon as you use the Service after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Ts & Cs to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
20. Definitions and Interpretation. In these Ts & Cs, unless the context otherwise requires, the following expressions shall have the following meanings:
“Certified Person” has the meaning given to it in paragraph 4.2;
“FSMA” has the meaning given to it in paragraph 4.1;
“Fundraising Business” means one or more legal entities or other business arrangements that wish(es) to raise funds through the Service; “Introduction Page” has the meaning given to it in paragraph 3.2;
“Order” is the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
“Seedrs Private Deal Room” means the investment portal on the Platform exclusively accessible by certain institutional, high net worth and sophisticated investors; “Service” has the meaning given to it in the introduction;
“Ts & Cs” means these Introduction Service Terms and Conditions; “we”, “us” and “our” means Seedrs Limited, 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” an angel syndicate or individual investor that wishes to participate in the Service.
21. 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.
22. The word “including” or “includes” is not exclusive, so it should be read as if followed by the words “without limitation”.
23. References to a specific paragraph mean a paragraph of these Ts & Cs unless otherwise stated.
24. 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.
25. 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.
26. 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.
27. The liability of any of the parties to these Ts & Cs that comprise more than one person or entity shall be joint and several.
28. Any reference to you or us includes a reference to your or our respective personal representatives, heirs, successors in title and permitted assignees.
29. The headings in these Ts & Cs are for convenience only and shall not affect their interpretation.