Referral Fee Terms

These Referral Fee Terms constitute a legal agreement between you, as the user of the Platform, and Seedrs Limited (trading as Republic Europe), as the owner of the Platform. Throughout these Referral Fee Terms we will refer to you as “you”, and we will refer to Republic Europe as “we”, “us” or “Republic Europe”.

1. Application
These Referral Fee Terms set out the terms on which we intend to pay you fees for referring new users to Republic Europe or for being referred to Republic Europe as a new investor. They apply to you as soon as you first use the Platform, and you are deemed to have agreed to be bound by them upon your first use of the Platform. If you do not wish to continue to be bound by these Referral Fee Terms, please stop using the Platform now.

2. Relationship to Other Agreements
In addition to these Referral Fee Terms, our Terms of Service apply to you and everyone else who uses the Platform. A Privacy Notice also sets out details of how your personal data will be used.

These and other agreements you may enter into, and notices you are provided with, in connection with your use of the Platform are referred to as “Platform Agreements”. The Platform Agreements are intended to be consistent with each other and should be read and interpreted together but, if a conflict arises:

(a) the terms of any Platform Agreement to which you agree or you are provided with after you agreed to these Referral Fee Terms will prevail over the terms of these Referral Fee Terms; and

(b) the terms of these Referral Fee Terms will prevail over the terms of any Platform Agreement to which you agreed to or you were provided with before you agreed to these Referral Fee Terms.

3. Structure of Referral Fees
From time to time, we may have in place arrangements by which we pay you referral fees for referring investors or businesses to Republic Europe, or for joining Republic Europe as a new investor.

Generally, we have two types of referral fee arrangements in place:

A. Referral fees that we pay when you, as a Republic Europe member, refer a new investor to Republic Europe. If you are a new investor to Republic Europe, we may also pay you for joining Republic Europe or making investments. We call these “Investor Referral Fees”. These fees are paid directly to your Republic Europe account, and the details of the investor referral scheme available to you are currently set out in section 4 below titled “Investor Referral Fee Arrangements” and in the “Get investment credit” page of your Republic Europe account.

B. Referral fees that we pay you when you refer a business to us and it subsequently raises funds through Republic Europe. We call these “Business Referral Fees”. These fees only apply to the extent that we have a separate agreement in place with you in respect of business referrals, and the fees are paid by the method set forth in that agreement.

Any or all of these referral fees are subject to change or be withdrawn at any time and entirely at our discretion. Such changes may impact the fees payable in respect of referrals you have already made. Any new referral fee system will be described on one or more pages of the Platform or in another form of notice to you. All referral fees will be paid gross of any tax you may be required to pay.

4. Investor Referral Fee Arrangements
This section sets out the terms of investor referral fee arrangements available to Republic Europe members.

General Investor Referral Fees
The referral fee scheme(s) available to you as a Republic Europe member are set out in the “Get investment credit” page of your Republic Europe account.

If the referral fee scheme requires you as the referred investor to invest through Republic Europe, the following terms apply. To qualify both investors for investment credit, the referred investor must invest a minimum amount as set out in the “Get investment credit” page through one or more investments through the Republic Europe nominee within 30 days of creating a Republic Europe account. For calculation purposes, all EUR investments will be converted to GBP on the date the investment is committed using the daily European Central Bank conversion rate. The credit will be paid in the currency of the qualifying investment, meaning the investment which takes the referred investor past the minimum amount. For example, if the qualifying investment is in EUR, both investors will be credited the EUR equivalent of the stated GBP investment credit amount, calculated using the daily European Central Bank conversion rate on the day the qualifying investment is committed. Investment credits will be paid into both investors’ Republic Europe accounts if and when all qualifying investments are successfully completed. Any investment credits paid may not be withdrawn from your Republic Europe account.

5. Identification and Regulatory Requirements
We will generally pay your referral fees to you at the time the relevant investment transaction is completed. However, we may require you to pass anti-money laundering checks or other identification checks, or to satisfy other regulatory requirements, and we may decline to pay you any referral fees until and unless you have done so. If you do not pass such checks or satisfy such requirements within a reasonable period of time, we may cancel your referral fees.

6. Exceptions
Our referral fee system is intended to encourage you to refer genuinely new investors and businesses to Republic Europe. We therefore reserve the right to refuse to pay referral fees in respect of an individual or business that is directly connected with you. That may include an immediate family member or a company which you control, but it may also include other relationships where we believe that payment of referral fees would not be consistent with the purpose of this system. We also reserve the right to refuse to pay referral fees in instances where we believe you may have abused the referral fee system, including but not limited to posting your referral code on any public forums or communities or distributing your referral code in connection with the marketing of a campaign on the Platform. The determination as to whether to refuse to pay referral fees will be made entirely at our discretion. Referral fees cannot be earned on transactions completed through the Republic Europe Secondary Market.

7. Liability
Nothing in these Referral Fee Terms 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. 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 Referral Fee Terms, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of referral fees that you earn pursuant to these Referral Fee Terms.

8. Severability
We have made every effort to ensure that these Referral Fee Terms adhere strictly with the relevant provisions of the Consumer Rights Act 2015 and other applicable laws. However, in the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Referral Fee Terms and shall not affect the validity and enforceability of the remaining Referral Fee Terms. This clause on “Severability” shall apply only within jurisdictions where a particular term is illegal.

9. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these Referral Fee Terms, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.

10. Revisions
From time to time we may update these Referral Fee Terms if there is a valid reason, for example, to reflect changes in the law or changes to our services. If we update these Referral Fee Terms, we will post a new version on the Platform, and as soon as you use the Platform 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 Referral Fee Terms to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

11. Communications
If you wish to communicate with us about anything related to these Referral Fee Terms, you may do so by sending an email to eur-support@republic.com.

12. Choice of Law
These Referral Fee Terms shall be governed by and construed in accordance with the laws of England and Wales.

13. Jurisdiction
You agree to submit to the exclusive jurisdiction of the courts of England and Wales. This means that if you want to bring a legal action against us, or we want to bring a legal action against you, it must be done in one of these courts.

14. Definitions
We have used a few capitalised terms in this agreement, which means that they have specific definitions. In some cases the definition is set out when they are first used, but in a few cases we give the meaning below instead.

Platform means the Republic Europe platform, which includes the website currently hosted at the domain https://europe.republic.com/ and all pages at sub-domains thereof and may, from time to time and as applicable, include pages hosted at other domains and identified by Republic Europe as part of the Platform, and any mobile applications provided by Republic Europe;
Privacy Notice means the privacy notice of the Website, available here;
Republic Europe means Seedrs Limited, a private limited company registered in England and Wales under registration number 06848016; and
Terms of Service means the terms of service of the Website, available here.

Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This webpage has been approved as a financial promotion by Seedrs Limited (trading as Republic Europe) ("Republic Europe"), which is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. It is not intended to be a promotion of any individual investment opportunity and is not an offer to the public. The summary information provided about investment opportunities on this webpage is intended solely to demonstrate the types of investments available on the Republic Europe platform, and any investment decision should be made on the basis of the full campaign. Full campaigns are available to investors who have become authorised to invest on the Republic Europe platform. All investment activities take place within the United Kingdom, and any person resident outside the United Kingdom should ensure that they are not subject to any local regulations before investing.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.