Secondary Market Terms & Conditions

These Secondary Market Terms & Conditions constitute a legal agreement between you, as the user of the Secondary Market, and Seedrs Limited (trading as Republic Europe), as the owner of the Platform. Throughout these Terms & Conditions we will refer to you as “you”, and we will refer to Republic Europe as “we”, “us”, or “Republic Europe”. You should read these terms carefully before agreeing to them. Please contact support@seedrs.com if you have any questions about these Terms & Conditions.

1. Application

These Terms & Conditions set out the general terms and conditions governing your use of the Secondary Market. They apply to you as soon as you first use the Secondary Market and you are deemed to have agreed to be bound by them upon your first use of the Secondary Market. If you do not wish to be bound by these Terms & Conditions, please do not use the Secondary Market.

2. Relationship to Other Agreements

In addition to these Terms & Conditions, you and we may enter into several other contracts. For example, by using the Platform, you are deemed to have agreed to our Terms of Service and (if applicable) our Referral Fee Terms (though, please note, the Referral Fee Terms do not apply in respect of your use of the Secondary Market). 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 to or you are provided with after you agreed to these Terms & Conditions will prevail over the terms of these Terms & Conditions, and

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

3. Use of the Secondary Market

The Secondary Market operates as a bulletin board that enables you to make requests to other Republic Europe members to sell or buy shares held under the Republic Europe Nominee Structure. A request to sell or buy does not create a legally binding right or obligation. Each trade will require the execution of a Transfer Of Beneficial Ownership Agreement, after which the share purchase price paid by the buyer will be transferred to the seller (net of fees) and we will register the new ownership of the shares within the Republic Europe Nominee Structure. The Secondary Market is not available in respect of shares held outside the Republic Europe Nominee Structure.

Please note that businesses listed on the Secondary Market may have issued shares of different classes with different rights, such as a preferential return on liquidation or sale ahead of other class of shares. Investors should be aware that the price at which each share lot is listed may not factor in the rights attached to the shares. For instance, shares with preferential returns may be listed at the same or a lower share price than shares without preferential returns. We do not currently display the share class of each share lot listed on the Republic Europe’s Secondary Market.

You are solely responsible for making decisions to sell or buy shares on the Secondary Market, and in no circumstances will we execute a trade automatically, or otherwise on your behalf, following a request to buy or sell. For the avoidance of doubt, the Secondary Market does not constitute a “multilateral system” as defined in the Markets in Financial Instruments Directive II.

You may request to sell your shares on the Secondary Market in accordance with paragraph 4 below, and you may request to buy shares on the Secondary Market in accordance with paragraph 5 below. Unless otherwise agreed with us, we will not facilitate any trades within the Republic Europe Nominee Structure other than through the Secondary Market. Please note that shares may be traded at the value determined by our Valuation Policy or at a discount or premium of that value as chosen by the seller, subject to a minimum share price of £.01/share and maximum of 500% the current valuation share price. For the avoidance of doubt, the discount or premium will be calculated based on the Valuation Policy value, and not the price you may have paid for acquiring the shares. In addition, the total value of each trade must be at least £/€10 and no more than £/€25,000, or equivalent in another currency denomination. You may only sell fractional shares if you are selling the total amount of a fractional shareholding or if the valuation share price is greater than £/€100. You will not be permitted to request to sell shares on the Secondary Market if you already purchased the shares from another seller during the same Trading Cycle. We also recommend you read the Secondary Market FAQs.

We will have absolute discretion as to who is permitted to use the Secondary Market, and reserves the rights to cancel trades at any time. Please note that if you are an individual with close links to a business whose shares are eligible to be traded on the Secondary Market, including but not limited to if you have links to representatives of the business, their family, and friends (an “Insider”), you should not sell shares in that business. You cannot use the Secondary Market to sell shares on the basis of negative material non-public information (“MNPI”).

If you are an Insider, you may purchase shares in a business that you have close links to. For the avoidance of doubt, Insiders and all other buyers shall be subject to the following:

(a) You cannot purchase shares if you have MNPI;

(b) If we know or suspect that you purchased shares in possession of MNPI and within 4 months of your purchase there is (i) an exit event or other return or distribution of proceeds; or (ii) a further funding round at a higher share price than you paid for the shares, we shall have the right to withhold your profits from such event and pay them to the Republic Europe member who sold the shares to you.

You should only use the API that we make available in connection with the Secondary Market as we have intended, which is by using our web application through a web browser. Any unauthorised use of our API is prohibited and is a violation of our Terms of Service, and may result in you losing access to the Secondary Market, your ability to invest on the Republic Europe platform, or other restrictive action.

We will charge each of the seller and the buyer a transaction fee of 2% of the share purchase price for trades successfully completed using the Secondary Market, as stated on the Platform and as described in paragraphs 4 and 5 below.

4. Selling Shares

You may request to sell shares from your Portfolio at any time. No requests to sell will be accepted by email or any other channel. Your Portfolio will indicate which of your shares are eligible for the Secondary Market at that time and, when making the request, you will need to accept the terms set out in the draft version of the Transfer of Beneficial Ownership Agreement provided, as well as these Terms & Conditions. You may request to sell shares at the price you choose as permitted by us, but your request to sell is not guaranteed to result in the shares being made available on the Secondary Market, and will be subject to eligibility checks that will be completed prior to the start of the next Trading Cycle. Eligibility will be determined at our absolute discretion and, if the eligibility of the shares changes during the Trading Cycle, we reserve our right to cancel the sale request at any time. Even if shares are eligible to be traded on the Secondary Market, your ability to sell shares will depend on buyer demand. It can be difficult to find a buyer and you should not assume that you will be able to sell your shares on the Secondary Market. The status of your share sale requests may be tracked through your Portfolio.

If a buyer requests to buy your shares on the Secondary Market, you will be required to sign the final version of the Transfer Of Beneficial Ownership Agreement directly with the buyer. In the event you cancel a share sale after a buyer has requested to buy your shares but before you have signed the final version of the Transfer Of Beneficial Ownership Agreement, you will not be permitted to make any additional requests to sell shares in the same business for the next two Trading Cycles. You are not permitted to cancel a share sale after you sign the Transfer Of Beneficial Ownership Agreement.

After we have been notified that the Transfer of Beneficial Ownership Agreement has been agreed, we will register ownership of the shares in the buyer’s name, and the sale proceeds will be deposited in your Investment Account, less the 2% seller transaction fee subject to a minimum of £/€0.50 and any fee owed to us for administering the shares as your nominee pursuant to the relevant Investment Agreement you entered into when you made your investment in the sold shares (which is calculated net of the seller transaction fee). All rights to future returns from the sold shares will be passed to the buyer. If a buyer does not request to buy your shares on the Secondary Market, and if you chose automatic re-listing of your shares when you submitted your request to sell, your shares will be re-listed for sale on the same terms in the next Trading Cycle unless the shares are not eligible to be traded in that Trading Cycle or the share price changes. We can decide not to re-list your shares for any reason, and if your shares are not re-listed you will be notified via email. If you did not choose automatic re-listing of your shares and you wish to re-submit them for sale again, you will need to do so from your Portfolio.

5. Buying Shares

You may request to buy shares through the relevant business page, accessible on the Secondary Market. To make request to buy shares, you must (i) select the shares you wish to buy, (ii) accept the terms of the Transfer Of Beneficial Ownership Agreement with the Seller and the Transfer Nominee Agreement with us, as well as these Terms & Conditions, and (iii) commit to pay for the shares and the buyer transaction fee of 2% of the share purchase price subject to a minimum of £/€0.50 using one of the options available on the Platform. Requests will be submitted on a “first come first served” basis, meaning that if you were the first to make a request, you will have priority to buy the shares from the seller. If the seller accepts your request to buy shares they will also be required to accept the Transfer Of Beneficial Ownership Agreement. If we are notified prior to or during the Trading Cycle that the Transfer Of Beneficial Ownership Agreement has been agreed between you and the seller, and the shares are still eligible to be traded on the Secondary Market, the trade will be completed in the Trading Cycle: the share purchase price will be transferred to the seller (less any fees owed to us by the seller, as referred to in paragraph 4), and we will register ownership of the shares in your name. Please note that no trades will be completed outside the Trading Cycle. If the Transfer of Beneficial Ownership Agreement is not agreed between you and the seller, the shares may be made available to another buyer who has expressed an interest.

All investment-authorised Republic Europe members are able to buy shares on the Secondary Market, subject to any restrictions set out in these Terms & Conditions. Please note that existing shareholders in a particular business within the Republic Europe Nominee Structure have access to “updates” and “discussions” sections on the Platform where they can receive information from, and communicate with, the businesses they have invested in; however, if you are not currently a shareholder in a particular business, you will not have access to these sections until after you have successfully bought shares. We do not perform due diligence in respect of trades on the Secondary Market. The only information provided by us to buyers on the Secondary Market is on the relevant Secondary Market webpage, and buyers should obtain sufficient other information before making decisions to buy shares. We take no responsibility for any other information you obtain to make your decision to buy shares on the Secondary Market, from the relevant business (including but not limited to the “Updates” and “Discussions” sections on the Platform), the business’s website, in social media profiles, news articles, third party providers (including that made available through the Platform) or elsewhere. We will not accept liability for any claims, losses or damages you suffer as a result of not undertaking your own reasonable due diligence.

6. Personal Data

This paragraph supplements paragraph 3 of the Privacy Notice. In order for you to trade shares on the Secondary Market, we may be required to share certain of your personal data (name, address, email address and user number) with the other party to the trade.

7. Tax

Trades on the Secondary Market may result in a change to your tax position, which may include but not be limited to in respect of SEIS, EIS, capital gains tax, stamp duty and/or stamp duty reserve tax, or such equivalent taxes in another jurisdiction. In particular, please note that if you are selling SEIS or EIS eligible shares prior to the end of the three-year period from the date they were issued to you, you will be liable to repay any tax relief already claimed. If you are buying shares on the Secondary Market, you will not be able to claim SEIS or EIS relief in respect of those shares and, if you subsequently purchase newly-issued shares in the same business while you still hold the shares you bought on the Secondary Market, you will not be able to claim SEIS or EIS relief in respect of the newly-issued shares. You are entirely responsible for the payment of any applicable taxes, and we shall bear no responsibility whatsoever in respect of them (including, notifying you that they have or may have arisen), except in relation to shares in businesses registered in England and Wales that are traded for a total purchase price of over £1,000, in which case we shall pay the applicable stamp duty to HMRC and file the relevant stock transfer form. For the avoidance of doubt, for businesses registered outside England and Wales, you shall be responsible for paying any tax equivalent to stamp duty in that jurisdiction that arises when the shares are traded. Without prejudice to the foregoing, we reserve the right not to register a trade on the Secondary Market until we have been provided with evidence of a stock transfer form stamped by HMRC, or equivalent for businesses in a jurisdiction outside of England and Wales.

8. Liability

Nothing in these Terms & Conditions 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 Terms & Conditions, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of fees you pay to us with respect to the relevant transaction pursuant to these Terms & Conditions.

9. Severability

We have made every effort to ensure that these Terms & Conditions 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 Terms & Conditions and shall not affect the validity and enforceability of the remaining Terms & Conditions. This clause on “Severability” shall apply only within jurisdictions where a particular term is illegal.

10. No Waiver

In the event that either you or we fail to exercise any right or remedy contained in these Terms & Conditions, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.

11. Communications

If you wish to communicate with us about anything related to these Terms & Conditions, you may do so by sending an email to support@seedrs.com.

12. Revisions

From time to time we may update these Terms & Conditions to take account of changes in the law or for any other reason. If we update these Terms & Conditions, we will post a new version on the Platform, and as soon as you use the Secondary Market 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 Terms & Conditions to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

13. Choice of Law

These Terms & Conditions, and the relationship between you and us created by it, shall be governed by and construed in accordance with the laws of England and Wales.

14. 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.

15. 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.

API means application programming interface;
Beta refers to the first version of the Secondary Market, which is subject to the restrictions described in paragraph 3 above;
Insider means a person with links to representatives of a business, their family, and friends;
Investment Account means the section of your Republic Europe account that displays the funds you hold with us for investment or withdrawal;
MNPI means material non-public information;
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 us as part of the Platform, and any mobile applications we provide;
Portfolio means the section of your Republic Europe account that displays the shares you hold under the Republic Europe Nominee Structure, found at Portfolio;
Privacy Notice means the privacy notice of the Platform, available at Privacy Notice;
Referral Fee Terms means the referral fee terms of the Platform, available at Referral Fee Terms;
Republic Europe means Seedrs Limited, a private limited company registered in England and Wales under registration number 06848016;
Republic Europe Nominee Structure means the relationship between Republic Europe and certain other Republic members whereby we are appointed as nominee in respect of those members’ investments;
Secondary Market means the Republic Europe Secondary Market hosted on the Platform at [hhttps://europe.republic.com/invest/marketplace);
Terms & Conditions means these terms and conditions of the Secondary Market;
Terms of Service means the terms of service of the Platform, available at Terms of Service;
Trading Cycle means the week that commences on the first Tuesday of every month, during which shares can be traded on the Secondary Market;
Transfer Of Beneficial Ownership Agreement means the agreement by which a buyer and seller agree to transfer beneficial ownership of shares held under the Republic Europe Nominee Structure;
Transfer Nominee Agreement means the agreement by which a buyer appoints Republic Europe to be nominee in respect of shares purchased on the Secondary Market; and
Valuation Policy means the policy used to determine a current valuation of a user’s Portfolio, available Valuation Policy.

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.