Scout Terms and Conditions (“Ts & Cs”)
These Ts & Cs and, if applicable, any Scout Key Terms set out the terms of the legal agreement between (i) us, Seedrs, and (ii) you, an individual who wishes to refer fundraising businesses to Seedrs or support Seedrs in selling its services to such businesses through the Seedrs Scout Programme, and shall become effective and binding on you when you affirm your assent to these Ts & Cs via the means set out on the Seedrs Website, or as otherwise directed by Seedrs.
1. Referral Fee and Assist Fee.
1.1. A Scout Business will be deemed referred if you contact Seedrs by email to [email protected] introducing the Scout Business, and the Scout Business enters into a campaign engagement letter with Seedrs within 12 months of the introduction email. A Scout Business will not be deemed referred by you if we have contacted or otherwise been in communication with the Scout Business in the 12 months preceding your introduction email.
1.2. If you refer a Scout Business that successfully funds, we shall pay you 10% of the commission that we and Seedrs Europe Limited charge to and actually receive from a Scout Business with regard to that fundraising round, subject to a maximum referral fee of £/€10,000 (corresponding to the currency in which the funds were raised). If the Scout Business intends to conduct a fund campaign, we shall pay you a referral fee of £1,500 upon receipt of the upfront fee payment from the Scout Business, and you will not eligible to receive the 10% commission stated above. Referral fees shall only be earned on a Scout Business’s first round of fundraising through Seedrs, and no referral fees will be paid to you for any subsequent fundraising rounds conducted by the Scout Business.
1.3. Upon our written request, if you provide a recommendation about our services to a business that Seedrs is already in contact with about raising funds, and that business enters into a campaign engagement letter with Seedrs within three months of our request for the recommendation, we will pay you an Assist Fee of up to £750.00. The amount of the Assist Fee will be stated in our written request to you.
1.4. Receiving Fees.
1.4.1. You agree to create an account on the Seedrs platform and complete the steps necessary to become an authorised investor, including any required identity checks. All Referral Fees and Assist Fees you earn will be paid directly into your Seedrs account, from which you can withdraw them.
1.4.2. Under no circumstances will we pay VAT or other goods, services or sales tax on top of Referral Fees or Assist Fees. You shall be entirely responsible for paying any such taxes.
2. Referral Terms.
2.1. Referral Fees Generally.
2.1.1. These Ts & Cs operate in accordance with the Referral Fee Terms at https://www.seedrs.com/referral_fee_terms.
2.1.2. You agree that you are responsible for disclosing to each Scout Business the Referral Fee that you can and do earn pursuant to these Ts & Cs if required by law or regulation and you will indemnify us against any claims, losses, costs and liabilities which may be incurred by us as a result of you breaching this provision. If you are authorised by the Financial Conduct Authority you agree that you will comply with all applicable laws and regulations in participating in the Seedrs Scout Programme.
2.1.3. The decision to complete an investment in any Scout Business and the commercial terms agreed with respect to the investment are entirely at our discretion and we may decline to complete an investment for any reason. If a Scout Business fails to complete the investment, or if for any other reason we do not earn the fees contemplated above, we shall not be under any obligation to pay the Referral Fee to you.
2.2. Investments Through Seedrs as Nominee. If a Scout Business successfully funds through Seedrs, we will facilitate the investment transaction and hold and administer the investment on behalf of its nominee investors. In exchange for this service, nominee investors will be charged an administration fee on any profit made on the investment. The terms of the administration fee will be set forth in the Investment Agreement that the investor enters into with us at the time of making each investment. You agree that you are responsible for communicating the content of this paragraph to Scout Businesses, which is intended to be consistent with the Investment Agreements entered into by investors and the Campaign Terms and Conditions, available at https://www.seedrs.com/pages/campaign-ts-cs.
3. General Terms.
3.1.1. Either you or we may terminate these Ts & Cs at any time, for any reason or no reason, by giving written notice to the other, and any such termination shall be effective immediately. Your undertaking in paragraph 2.1.2, if applicable, shall survive termination of these Ts & Cs.
3.1.2. If, for a period of two years following the latest of your agreeing to these Ts & Cs, or your most recent referral of a Scout Business or recommendation provided in accordance with paragraph 1.3, you do not provide a subsequent referral or recommendation, then these Ts & Cs shall automatically terminate immediately on expiry of this two year period.
3.1.3. You and we agree that immediately on termination of these Ts & Cs, you shall no longer refer Scout Businesses to us, and we will no longer request recommendations of our services from you. In the event that these Ts & Cs are terminated, we will continue to pay you any Referral Fees or Assist Fees owed in respect of Scout Businesses that you referred to us, any recommendation you made prior to the time of termination, or any recommendation you made after termination for a request we made prior to termination.
3.2. Limitation of Liability. Nothing in these Ts & Cs shall limit either Party’s 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. We will not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, or loss of reputation. 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 that you earn pursuant to these Ts & Cs.
3.3. Competitors. Nothing in these Ts & Cs shall prevent either you or us from working with any of the other’s competitors in any capacity.
3.4. Revisions. From time to time we may update these Ts & Cs. If we do, we will post a new version on the Website, and as soon as you use the Website 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 these 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.
3.5. Governing Law and 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 jurisdiction of the courts of England and Wales.
3.6. No Variation. Except for revisions made by Seedrs pursuant to paragraph 3.4 above, no variation of these Ts & Cs shall be effective unless it is in writing and signed by each of the parties.
3.7. 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.
3.8. 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.
3.9. Notices. All notices in connection with these Ts & Cs must be given in writing, whether electronic or otherwise.
3.10. 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 these Ts & Cs shall continue to be valid (including the remainder of any affected provision).
3.11. Entire Agreement. Subject to paragraph 3.15.7, these Ts & Cs contain 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.
3.12. No Advice. We do not provide investment, legal, regulatory, financial or consultancy advice of any kind and nothing in these Ts & Cs constitutes such advice. If you wish to seek such advice, you should consult a professional independent advisor.
3.13. 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).
3.14. Execution. We and you shall be deemed to have duly executed these Ts & Cs when you affirm your assent to these Ts & Cs via the means set out on the Seedrs Website.
3.15.1. Unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine include the feminine and vice versa.
3.15.2. Any use of the term “you shall” 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.
3.15.3. Unless the context requires otherwise, each reference in these Ts & Cs to “writing”, and any similar expression, includes a reference to any communication effected by facsimile transmission, email or similar means.
3.15.4. The liability of any of the parties under these Ts & Cs that comprise more than one person or entity shall be joint and several.
3.15.5. Any reference to “you” or “us” includes a reference to your or our respective personal representatives, heirs, successors in title and permitted assignees.
3.15.6. The headings in these Ts & Cs are for convenience only and shall not affect their interpretation.
3.15.7. You may enter into other contracts with us. For example, you may enter into a Membership Agreement, or by using the Seedrs Website, you are deemed to have agreed to our Terms of Service and Referral Fee Terms. All agreements you may enter into in connection with the Seedrs Scout Programme are intended to be consistent and should be read and interpreted together, but if a conflict arises, the terms of any agreement to which you agree after these Ts & Cs will prevail over these Ts & Cs, while these Ts & Cs will prevail over the terms of any prior agreement, unless otherwise expressly stated by the other agreement.
3.16. Definitions. In these Ts & Cs, unless the context otherwise requires, the following expressions shall have the following meanings:
“Agreement” means the legal agreement between the you and Seedrs as set out in these Ts & Cs and if applicable, the Scout Key Terms;
“Assist Fee” means the fee that Seedrs will pay you if upon our request you recommend Seedrs to a business that is considering fundraising through Seedrs;
“Partner” means you, an individual who wishes to refer fundraising businesses to Seedrs or support Seedrs in selling its services to such businesses through the Seedrs Scout Programme;
“Party” means the Partner or Seedrs, who are together the “Parties”;
“Referral Fee” means the fee that Seedrs will pay you if you refer a Scout Business that successfully raises funds through Seedrs;
“Scout Business” means a business referred by you to us;
“Seedrs”, “we” or “us” means Seedrs Limited (registered company no. 06848016) whose registered office is at Churchill House, 142-146 Old Street, London, EC1V 9BW, United Kingdom;
“Seedrs Scout Programme” means the referral and recommendation scheme set out in these Ts & Cs; and
“Seedrs Website” refers to the website found at www.seedrs.com.