Campaign Support Services Schedule

CAMPAIGN SUPPORT SERVICES SCHEDULE

This Schedule is a schedule to, and incorporated into, the Engagement Letter and any Addendum (i) us, Republic Europe, and (ii) you, a Company wishing to raise funds on the Platform. This Schedule shall become effective and binding on you as soon as we provide you with any of the Services set out in this Schedule or otherwise agree to provide such Services by way of the Engagement Letter or Addendum.

1. GENERAL TERMS

1.1. Definitions & Interpretation. In this Schedule, unless the context otherwise requires, the following expressions have the following meanings:

“Addendum” means an addendum that amends the Engagement Letter, in relation to the provision of Additional Campaign Support;
“Additional Campaign Support” means the Services set out in paragraphs 4 to 8 below;
“Campaign Support Services” means the services described in paragraphs 2 to 8 below, and each is referred to separately as a “Service”;
“Campaign Support Team Member” means a Republic Europe employee that is engaged in providing the Campaign Support Services;
“Service Fee” means the fee for each Service which will be set out in the relevant Engagement Letter and/or any Addendum, or separate Campaign Support Services Agreement; and
“Standard Campaign Support” means the Services set out in paragraphs 2 and 3.

All expressions not defined in this Schedule are defined in the Engagement Letter or Addendum (as applicable) and the Campaign Ts & Cs. The interpretation provisions set out in paragraph 1 of the Campaign Ts & Cs also apply to this Schedule.

1.2. No Guarantee of Investment. We provide the Campaign Support Services 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 Service will result in investment in the Campaign.

1.3. 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 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.

1.4. 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 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 1.4, 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 Campaign Support Services.

1.5. Payment Terms, VAT and Cancellation.

1.5.1. For each of the Services, the Service Fee must be paid by the Company within 30 days of commencement of the Service. VAT is payable on top of all Service Fees.

1.5.2. Late payment will result in a delay to the provision of the Service, and is subject to interest of 2% per month above the Bank of England’s base rate if not paid by the date specified in the applicable payment terms. Without prejudice to the foregoing, if a Service Fee has not been paid by the time the Total Invested Amount raised in the Campaign is transferred to the Company in accordance with paragraph 4.12.4 of the Campaign Ts & Cs, you agree that we may deduct such Service Fee from the Total Investment Amount when we transfer it to the Company.

1.5.3. Service Fees will be payable regardless of whether the Minimum Target Amount has been Committed to the Campaign. If you cancel the Campaign, any Service Fees paid by the Company or which the Company is contractually obliged to pay shall be non-refundable and we can cease the Additional Campaign Support immediately.

1.6. Standard of Service. We shall use reasonable endeavours to provide the Campaign Support Services in accordance with the description set out in this Schedule. 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 Service is stated to be provided by a third party, we will not be held responsible for the performance of that party.

1.7. Liability. We shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all liability, for:

1.7.1. Any losses or damages resulting from or related to actions taken or omitted to be taken by us pursuant to this Schedule, except to the extent that such losses are the direct result of fraud, wilful default or gross negligence on our part; or

1.7.2. 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.

1.7.3. Nothing in this Schedule 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 this Schedule, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of Service Fees you pay to us.

1.8. Financial Promotion. Where the content or asset produced by any Service is, in our sole discretion, required to be approved as a financial promotion in accordance with FCA Rules or complying with applicable local legal and regulatory requirements in respect of marketing, we will make the ultimate decision as to what is required to satisfy the relevant regulatory requirements.

1.9. Application of Campaign Ts & Cs. Without limitation, paragraphs 15 to 21 of the Campaign Ts & Cs (“Assignment, Transfer & Delegation”, “Termination”, “Late Payment Interest”, “Confidentiality”, “Data Protection”, “General Terms” and “Notices”) apply to this Schedule, with the words “Ts & Cs” substituted for “Schedule”. This shall not affect the application of the Campaign Ts & Cs.

STANDARD CAMPAIGN SUPPORT

2. If the Campaign is approved as described in the Campaign Ts & Cs and is not a Pre-emption Campaign, we shall provide each of the following services where relevant to your Campaign, at your request (the “Standard Campaign Support”) after the Private Launch Period:

2.1. Email Marketing

2.1.1. The inclusion of the Campaign in a minimum of one weekly email distributed to Members in our then current mailing list, profiling recently launched campaigns.

2.1.2. The inclusion of the Campaign in a minimum of one weekly email distributed to Members in our then current mailing list, profiling campaigns that have reached 80% of their Minimum Target Amount.

2.1.3. Any emails sent in excess of the minimum stated above, including inclusion of the Campaign in our “Biggest Mover” email, will be at our sole discretion.

2.2. Standard Homepage and Website Banner Features

2.2.1. An advertisement promoting the Campaign to be placed on the Republic Europe homepage (available at https://europe.republic.com/) for an agreed period of time beginning on the start of the Platform Launch Period. The advertisement will be placed on the rotating homepage “Just Launched” carousel. The Company must provide the advertising assets in the dimensions we request at least 72 hours before the advertising placement is due to begin.

2.2.2. A pop-up notification to all Members signed into the Platform, occurring at the beginning of the Platform Launch Period.

2.2.3. Code for you to include a pop-up banner on your website, directing your audience to the pre-registration page and Campaign (details to be agreed on a case-by-case basis).

2.3. Emails

2.3.1. Milestone Email(s) The design, copywriting and financial promotion approval by us of an agreed number of email(s) promoting the Campaign to Members pre-registered for the Campaign, following the Campaign, and who have requested documents in respect of the Campaign, with each such email triggered by the Campaign reaching 50% of the Minimum Target Amount or such other milestones that we may agree with you.

2.3.2. Update Emails. Updates you post on the Platform regarding the Campaign will be emailed to users pre-registered for the Campaign, followers of the Campaign, and individuals who have requested documents in respect of the Campaign

2.3.3. Closing Soon Email. The design, copywriting and financial promotion approval by us of one email promoting the Campaign to users pre-registered for the Campaign, followers of the Campaign, and individuals who have requested documents in respect of the Campaign, sent not more than 72 hours before the Campaign is scheduled to close.

2.4. Republic Europe Pitch Den

At our discretion and subject to availability, you may have the opportunity to feature at our online “Republic Europe Pitch Den” event.

2.5. S/EIS Tax Processing

2.5.1. As set out in paragraph 13 of the Campaign Ts & Cs, it is the Company’s responsibility to take any relevant actions in relation to SEIS Relief and EIS Relief.

2.5.2. We offer the following support:

2.5.2.1. Provision of dedicated assistance throughout the process of claiming the tax relief for investors holding under the Republic Europe nominee structure. This shall include completion and submission of forms S/EIS 1 (as appropriate);

2.5.2.2. Working with HMRC for the delivery of the S/EIS 3 tax certificates including addressing queries HMRC may have; and

2.5.2.3. On-going maintenance of tax certificates for investors holding under the Republic Europe nominee structure, which shall include sending replacement certificates.

2.5.3. We do not provide tax or financial advice of any kind and if you are seeking such advice you should consult a professional adviser.

2.5.4 If you seek investment in a limited partnership fund, paragraph 2.5.2 does not apply.

3. If the Campaign is approved as described in the Campaign Ts & Cs and is a Pre-Emption Campaign, the Standard Campaign Support we will provide after the Private Launch Period is limited to the S/EIS Tax Processing set out in paragraph 2.5 of this Schedule.

ADDITIONAL CAMPAIGN SUPPORT – Please contact us for the Service Fee for each of the following Services.

4. CAMPAIGN PRE-REGISTRATION

4.1. Pre-registration Solus Email

4.1.1. The Pre-registration Solus Email consists of the design, copywriting and financial promotion approval by us of one email promoting the Campaign during the Pre-Registration Period and includes a direct link to the Campaign’s Pre-Reg. Page.

4.1.2. The email will be sent once to our “Featured Campaigns” mailing list.

4.2. Pre-registration Meta Advertisement

4.2.1. Production of up to three digital advertisements for the Meta Advertising Network including copywriting, and approval as a financial promotion by us;

4.2.2. A minimum advertising budget of £500;

4.2.3. The digital advertisement(s) will be scheduled to be broadcast on the Meta Advertising Network for up to three weeks or until the Pre-Registration Period for the Campaign expires, whichever occurs first; and

4.2.4. The audience targeted during the broadcast of the digital advertisement(s) will be a Republic Europe custom audience using our proprietary data.

5. LIVE CAMPAIGN

5.1. Solus Email

5.1.1. The Solus Email consists of the design, copywriting and financial promotion approval by us of one email promoting the Campaign and includes a direct link to the Campaign.

5.1.2. The email will be sent once to our “Featured Campaigns” mailing list during the Platform Launch Period.

5.2. Homepage Banner

5.2.1 An advertisement promoting the Campaign to be placed on the Republic Europe invest webpage carousel (available at https://europe.republic.com/invest/raising-now?sort=trending_desc&sort_collection=campaigns) for up to 1 week (or such other period of time we may an agree.

5.2.2 The Company must provide the advertising assets in the dimensions we request at least 72 hours before the advertising placement is due to begin.

5.3. Premium Invest Banner

5.3.1. The Premium Invest Banner shall consist of creation of an advertisement promoting the Campaign to be placed in the primary position on the Republic Europe invest webpage carousel (available at https://europe.republic.com/invest/raising-now?sort=trending_desc&sort_collection=campaigns) for up to 1 week (or such other period of time we may agree), beginning on a date we choose.

5.3.2. The Company must provide the advertising assets in the dimensions we request at least 72 hours before the advertising placement is due to begin.

5.4. Meta Advertisement

5.4.1. Production of up to three digital advertisements for the Meta Advertising Network including copywriting, and approval as a financial promotion by us;

5.4.2. A minimum advertising budget of £2,000;

5.4.3. The digital advertisement will be scheduled to be broadcast on the Meta Advertising Network for up to six weeks or until the Campaign closes for investment, whichever occurs first; and

5.4.4. The audience targeted during the broadcast of the digital advertisement will be a Republic Europe custom audience using our proprietary data.

6. MARKETING PACKAGES

We can provide the Services described in paragraphs 4 and 5 of this Schedule in cost-effective bundled packages, as follows:

6.1. Accelerator Package

The Accelerator Package shall consist of:

6.1.1. the Pre-registration Solus Email described in paragraph 4.1; and

6.1.2. publication of a social media post promoting the pre-registration webpage for the Campaign, which includes at least one post on each of Meta, X (formerly known as Twitter) and LinkedIn while the Pre-Registration Period is live.

6.2. Accelerator PLUS Package

The Accelerator PLUS Package shall consist of:

6.2.1. all of the Services included in the Accelerator Package described in paragraph 6.1; and

6.2.2. the Pre-registration Meta Advertisement described in paragraph 4.2;

6.3. B2B Amplify Package

The B2B Amplify Package shall consist of:

6.3.1. The Solus Email described in paragraph 5.1;

6.3.2. The Premium Invest Banner described in paragraph 5.3; and

6.3.3. publication of a social media post promoting the pre-registration webpage for the Campaign, which includes at least one post on each of Meta, X (formerly known as Twitter) and LinkedIn while the Pre-Registration Period is live.

6.4. B2B Amplify PLUS Package

The B2B Amplify PLUS Package described in paragraph 6.2, plus shall consist of:

6.4.1. All of the Services included in the B2B Amplify Package; and

6.4.2. An additional Solus Email (on the same terms as those set out in paragraph 5.1);

6.5. B2C/Climatech Amplify Package

The B2C/Climatech Amplify Package shall consist of:

6.5.1. The Solus Email described in paragraph 5.1;

6.5.2. The Homepage Banner described in paragraph 5.2; and

6.5.3. publication of a social media post promoting the pre-registration webpage for the Campaign, which includes at least one post on each of Meta, X (formerly known as Twitter) and LinkedIn while the Pre-Registration Period is live.

6.6. B2C/Climatech Amplify PLUS Package

The B2C/Climatech Amplify PLUS Package shall consist of:

6.6.1. All of the Services included in the B2C/Climatech Amplify Package described in paragraph 6.5; and

6.6.2. The Meta Advertisement Service described in paragraph 5.4.

6.7. Bespoke Marketing Package

The Bespoke Marketing Package shall consist of:

6.7.1. The Pre-registration Solus Email described in paragraph 4.1;

6.7.2. publication of a social media post promoting the pre-registration webpage for the Campaign, which includes at least one post on each of Meta, X (formerly known as Twitter) and LinkedIn while the Pre-Registration Period is live;

and any 2 of the 3 following Services, as chosen by you (through notice to us in writing, provided no later than the time of your agreement to purchase the Bespoke Marketing Package):

6.7.3. The Solus Email described in paragraph 5.1; 6.7.4. The Homepage Banner described in paragraph 5.2; and 6.7.5. The Meta Advertisement service described in paragraph 5.4.

6.8. Full Suite Marketing Package

The Full Suite Marketing Package shall consist of:

6.8.1. All of the Services described in paragraphs 4 and 5; and

6.8.2. publication of a social media post promoting the pre-registration webpage for the Campaign, which includes at least one post on each of Meta, X (formerly known as Twitter) and LinkedIn while the Pre-Registration Period is live.

7. S/EIS TAX PROCESSING FOR NON-REPUBLIC EUROPE NOMINEE INVESTORS

7.1. For UK Campaigns only, we offer the following S/EIS tax processing through our preferred provider, which will be provided alongside the tax processing described in paragraph 2.5:

7.1.1. Introduction to the provider;

7.1.2. Provision of a dedicated tax account manager to assist throughout the process of claiming the tax relief for investors who are not Republic Europe nominee investors, include completion and submission of forms S/EIS 1 (as appropriate);

7.1.3. Working with HMRC for the delivery of the S/EIS 3 tax certificates including responding to queries HMRC may have; and

7.1.4. On-going maintenance of tax certificates for investors who are not Republic Europe nominee investors, which shall include sending replacement certificates.

7.2. If you seek investment in a limited partnership fund, paragraph 7.1 does not apply.

7.3. We do not provide tax or financial advice of any kind and if you are seeking such advice you should consult a professional adviser.

8. CAMPAIGN VIDEO REVIEW

The Campaign Video Review shall consist of our review of a video that you produce for inclusion with your Campaign.

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.