Campaign Terms and Conditions (“Ts & Cs”)
These Ts & Cs set out the terms of the relationship between (i) us, Republic Europe, and (ii) you, a Company wishing to raise funds on the Platform, and shall become effective and binding on you as soon as enter into an Engagement Letter with us or otherwise affirm assent to these Ts & Cs.
1. Definitions, Interpretation and Applicability
1.1. In these Ts & Cs, unless the context otherwise requires, the following expressions have the following meanings:
“Activity” has the meaning given to it in paragraph 10.2;
“Advance Assurance” means assurance provided by the Small Company Enterprise Centre (or other relevant department) of HM Revenue & Customs that the issuance of Shares by the Company pursuant to the process described in paragraph 4.12, is eligible for EIS relief or SEIS relief (as applicable);
“Anchor Information” has the meaning given to it in paragraph 3.7.3;
“Anchor Investor” has the meaning given to it in paragraph 3.7.2;
“Anchor Service” means the service detailed in paragraph 3.7;
“Anchor Terms” - means the specific terms of these Ts & Cs that are only related to the Anchor Service, namely paragraphs 1, 3.7, 5.4, 5.5, 12.8 to 12.10, 12.12, 12.17, and 14 to 20;
“Annual Period” means each annual period beginning on 1st January and ending on 31st December;
“Break Fee” has the meaning given to it in the Engagement Letter;
“Business” means the business of the Company;
“Business Day” means any day other than a Saturday, Sunday or bank holiday in England;
“Campaign” means the fundraising campaign created by or on behalf of the Company on the Platform, including if applicable, the KIIS created for your EU Campaign;
“Campaign Text” means any information, videos or other materials you submit as your Campaign, in draft or final form, to us;
“Campaign Support Services Schedule” means the Campaign Support Services Schedule, available at https://europe.republic.com/pages/campaign-support-services-schedule, which is a schedule to and forms a part of the Engagement Letter;
“Change” has the meaning given to it in paragraph 10.1;
“Committed” means the applicable investments have not been cancelled and have been (a) paid for (if made through us as nominee), and we have verified the identities of each applicable investor in accordance with our regulatory obligations or (b) paid for by Off-Platform Direct Investors;
“Companies Act” means, the Companies Act 2006, as may be amended from time to time;
“Company” means the one or more legal entities or other business arrangements that wish(es) to raise funds by way of the Campaign or the Anchor Terms;
“Confidential Information” shall mean all confidential information disclosed by a Party and/or its Representatives to the other Party and/or its Representatives, including but not limited to: (i) the fact that discussions and negotiations are taking place in connection with the Engagement, and the content of such discussions and negotiations (including the existence of, and the content of, the Engagement Letter and fee terms set out therein); (ii) any information that would be regarded as confidential by a reasonable person relating to: the business, affairs, customers, clients (including personal data), suppliers, plans and fee arrangements of the Disclosing Party; (iii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (iv) any information or analysis derived from the Confidential Information; but not including information that is or becomes generally available to the public (including such information that is disclosed by the Company in the Campaign) other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or any other undertaking of confidentiality, was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party, or the Parties agree is not confidential or may be disclosed;
“Direct Investor” means Platform Direct Investors and Off-Platform Direct Investors;
“Disclosing Party” shall mean a Party that discloses or makes available Confidential Information;
“EIS” means the UK’s “Enterprise Investment Scheme” administered within HM Revenue & Customs by the Small Company Enterprise Centre;
“EIS-Eligible” means, with respect to the Company, satisfying (in our determination) the company-focused requirements of the EIS;
“EIS Relief” means tax relief under the EIS;
“Engagement” has the meaning given to it in paragraph 2.4;
“Engagement Letter” means the agreement entered into with effect from the date stated therein and by which the Company engages us in relation to the Campaign, and of which these Ts & Cs form a part;
“Equity Documents” has the meaning given to it in paragraph 12.3;
“EU Campaign” means a Campaign on the Platform made available to EU Members by Republic EU;
“EU Member” means, a natural or legal person who has joined the Platform as a member, including affirming assent to the relevant Membership Agreement with Republic EU, who Republic EU have approved as a member of the Platform, and whose membership has not been terminated or suspended under the relevant Membership Agreement;
“EU Regulation” means Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937;
“EU Securities” means transferable securities (as defined in the EU Regulation) and admitted instruments for crowdfunding purposes (as defined in the EU Regulation) and loans through a crowdfunding platform, or an offering in the European Union of the same to the public pursuant to the exemption under Article 1(3) or Article (3)(2) of Regulation (EU) 2017/1129;
“Execute” means, with respect to any agreement, a Party expresses its assent to be bound by its terms in a manner approved by us, including by electronic means;
“FCA Rules” means the Financial Services and Markets Act 2000, all secondary legislation implemented thereunder, rules and regulations promulgated by the UK Financial Conduct Authority or any successor or replacement regulatory body responsible for the regulation of our business, and any other financial services laws or regulations applicable to us;
“Fully-Diluted” means, with respect to the Company, the sum of (a) all Shares (including ordinary, preference and otherwise) of the Company allotted or issued prior to or on the date a subscription agreement or other agreement(s) in respect of the investment is Executed as described in paragraph 4.12, plus (b) all Shares (including ordinary preference and otherwise) of the Company which are the subject of any form of right to acquire or receive (be it an option, warrant, similar contractual arrangement or other right) as of the date on which a subscription agreement or other agreement(s) in respect of the investment is Executed as described in 4.12, regardless of whether such right has vested;
“Fundraising Fee” has the meaning given to it in the Engagement Letter;
“Investment-Authorised Member” means, generally, a Member who we have authorised to make investments through the Platform, but also includes any other person to whom we have referred the Campaign or made the Company available as a potential investment opportunity;
“Irish Data Protection Laws” means any data protection legislation in force in Ireland (including the Data Protection Act 2018 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), to the extent it forms part of the laws of Ireland);
“KIIS” means the key investment information sheet as described in the EU Regulation;
“Listing Fee” means the fee payable in accordance with paragraph 12.13;
“Lost Consideration Fee” means the fee payable in accordance with paragraph 12.8;
“Member” means (a) for provisions relating to EU Campaigns, EU Members, (b) for provisions relating UK Campaigns, UK Members, and (c) for provisions relation to both EU Campaigns and UK Campaigns, both UK Members and EU Members;
“Member Personal Data” has the meaning given to it in paragraph 19.2;
“Minimum Target Amount” means the minimum investment that the Company states it wishes to raise by way of the Campaign;
“Nominee” means Seedrs Nominees Limited (registered number 08756825);
“Off-Platform Direct Investors” means investors who subscribe for Shares in the Company directly with the Company through means other than the Platform;
“Other Capital” has the meaning given to it in paragraph 11.1;
“Overfunding Period” has the meaning given to it in paragraph 4.8;
“Party” or “Parties” shall mean Republic Europe, or the Company, and their permitted successors and assigns;
“Payment Processing Fee” means the payment processing fee payable in accordance with the Engagement Letter and calculated in accordance with paragraph 12.1;
“Platform” means the Republic Europe platform, which includes the website currently hosted at the domain https://europe.republic.com/ and all website 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 forming part of the Platform, and any mobile applications provided by us;
“Platform Agreements” has the meaning given to it in paragraph 1.12;
“Platform Direct Investors” means Investment-Authorised Members who subscribe for Shares in the Company directly with the Company via the Platform, rather than subscribing for Shares through us as nominee;
“Platform Launch Period” means the period of time that begins when the Campaign is made generally available to Investment-Authorised Members on the Platform pursuant to paragraph 4.1 until the Campaign is closed pursuant to paragraph 4.11;
“Pre-emption Campaign” means a Campaign made available only to existing investors who have already subscribed for Shares in the Company through us as nominee to enable the investors to exercise their pre-emption rights (unless agreed between the Company and us that the Campaign should also be made available to certain other investors, in circumstances where existing investors have not taken their full allocation of pre-emption rights);
“Pre-registration Period” means the period of time that begins when the pre-registration page for the Campaign is available on the Platform, and ends upon the same pre-registration page ceasing to be available on the Platform;
“Private Launch Period” has the meaning given to it in paragraph 4.1;
“Recipient” shall mean a Party to this agreement that receives or obtains Confidential Information;
“Representative” shall mean employees, agents, officers, advisers and other representatives of the Disclosing Party or the Recipient;
“Republic EU” is Seedrs Europe Limited, a company incorporated in Ireland under No. 699574 whose registered office is 42, Pearse Street, Dublin 2, D02 YX88, Ireland;
“Republic Europe” is both Republic EU and Republic UK;
“Republic Europe Account” means, for a Republic Europe Member who acts as an investor, the account they hold with us for purposes of transferring in money to be used in making investments and receiving proceeds from investments;
“Republic UK” is Seedrs Limited, a company incorporated in England and Wales under No. 06848016 whose registered office is at Stylus Building, 112-116 Old Street, London EC1V 9BG, United Kingdom;
“Secondary Market” refers to the bulletin board on the Platform that enables investors to express an interest to sell or buy shares held under our nominee structure;
“Securities Act” has the meaning given to it in paragraph 6.1;
“SEIS” means, the UK’s “Seed Enterprise Investment Scheme” administered within HM Revenue & Customs by the Small Company Enterprise Centre;
“SEIS-Eligible” means, with respect to the Company, satisfying (in our determination) the company-focused requirements of the SEIS;
“SEIS Relief” means tax relief under the SEIS;
“Shares” means the equity, equity-like interests or other securities or instruments of the Company, certain of which will be offered in exchange for investment on a Fully-Diluted Basis, as set out in the Campaign;
“Standard Campaign Support” means the services described in the Campaign Support Services Schedule as “Standard Campaign Support Services”;
“Total Invested Amount” has the meaning given to it in paragraph 4.12.1;
“UK Campaign” means a Campaign on the Platform made available to UK Members by Republic UK;
“UK Data Protection Laws” means any data protection legislation in force in the United Kingdom (including the Data Protection Act 2018 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), to the extent it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018);
“UK Member” means, a natural or legal person who has joined the Platform as a member, including affirming assent to the relevant Membership Agreement with Republic UK, who Republic UK has approved as a member of the Platform, and whose membership has not been terminated or suspended under the relevant Membership Agreement;
“we”, “us” and “our” means Republic Europe and, where the context permits, our permitted assignees, transferees and delegates; and
“you” means you, the Company, that wishes to raise funds on the Platform.
1.2. Subject to the above, expressions used in these Ts & Cs shall, where the context permits, have the same meaning as in the FCA Rules.
1.3. 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.
1.4. The word “including” or “includes” is not exclusive, so it should be read as if followed by the words “without limitation”.
1.5. References to a specific paragraph mean a paragraph of these Ts & Cs unless otherwise stated.
1.6. 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.
1.7. 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.
1.8. 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.
1.9. The liability of any of the parties to these Ts & Cs that comprise more than one person or entity shall be joint and several.
1.10. Any reference to you or us includes a reference to your or our respective personal representatives, heirs, successors in title and permitted assignees.
1.11. The headings in these Ts & Cs are for convenience only and shall not affect their interpretation.
1.12. You may enter into several other contracts with us. For example, you may have already entered into a Membership Agreement, by using the website you are deemed to have agreed to our Terms of Service and (if applicable) Referral Fee Terms, and you may also enter into an Engagement Letter. If you succeed in raising capital for the Business through the Platform, the Company may enter into a subscription agreement and/or other agreement(s) in respect of the investment. All of these agreements and notices and other agreements you may enter into, or notices you may be provided with, in connection with your use of the Platform, which we refer to collectively as “Platform Agreements”, are intended to be consistent with each other and should be read and interpreted together but, if a conflict arises, the terms of any Platform Agreement to which you agree or are provided with after these Ts & Cs will prevail over these Ts & Cs, while these Ts & Cs will prevail over the terms of any Platform Agreement to which you agreed to or you were provided with before these Ts & Cs.
1.13. If you seek investment in a limited partnership fund, the following paragraphs of these Ts & Cs do not apply: 4.3, 4.13.3 through 4.14, 4.16, 5.4.2, and 13.
1.14. Unless otherwise stated in this Agreement, provisions relating to and references to “Campaign” are applicable to both EU Campaigns and UK Campaigns.
Your Acknowledgements
2. Fundraising Suitability
2.1. Prior to creating a Campaign you may complete a fundraising suitability assessment on the Platform. This will request certain details about the Business and its potential to raise funds on the Platform. The details will be automatically submitted for our review and we will make one of three determinations, solely in our discretion:
2.1.1. ask you to proceed with creating a Campaign;
2.1.2. inform you that the Business is not suitable to fundraise on the Platform; or
2.1.3. request further information about the Business.
2.2. As part of our fundraising suitability assessment, we may require certain documents to be adopted and Executed on closing of the Campaign by the Company, its directors, officers, representatives, and/or such other persons that we believe should be parties. These documents may include: a shareholders’ agreement, articles of association, a subscription agreement or other agreement(s) to complete the investment, and agreements to assign intellectual property to the Company (which, in each case, must be in the form we provide, unless we agree otherwise).
2.3. If we ask you to proceed with creating a Campaign, you will be required to agree an Engagement Letter. This will set out specific terms applicable to your Campaign, in addition to those set out in these Ts & Cs, but does not guarantee that the Campaign will be made available to Investment-Authorised Members. Please note that if you have elected to conduct a UK Campaign only, Republic EU will not be providing you with any services in connection with this Agreement.
2.4. By signing the Engagement Letter, you appoint us as the exclusive crowdfunding platform for the purpose of the Campaign (the “Engagement”). You agree that you have not engaged before the Engagement, and will not engage during the Engagement, any other crowdfunding platform. Notwithstanding the foregoing:
2.4.1. You may engage another crowdfunding platform if either the Platform Launch Period for the Campaign commences and the Campaign fails to reach its Minimum Target Amount within the allotted time, or we decide to cancel the Campaign in accordance with these Ts & Cs; and
2.4.2. if you decide to cancel the Campaign at any time, then you may not engage another crowdfunding platform during the six month period following the date the Campaign was cancelled.
2.5. We may decide that the Business is not suitable to fundraise on the Platform for any reason or no reason, and we do not need to tell you the reason. If we request further information about the Business we may still decide that it is not suitable to fundraise on the Platform. However, if we do decide that the Business is not suitable, you may submit to the suitability assessment again at any time, in relation to the Business or a different business, provided we have not notified you otherwise.
3. Campaign Creation & Standard Campaign Support
3.1. If you proceed to the creation of a Campaign, in the Campaign you will make certain disclosures about the Business and declare that the Company is seeking the Minimum Target Amount, for the purpose set out in the Campaign, in exchange for Shares. If you are conducting a EU Campaign, you will be required to complete a KIIS. If the Campaign enters the Overfunding Period, the number of Shares offered in the Company will be increased proportionately as further investments are made. This means that if the Company chooses to accept more than the Minimum Target Amount, pursuant to paragraph 4.12.1, it will be required to issue more Shares.
3.2. After you have created a Campaign and submitted it for our review on the Platform, we will make one of three determinations, solely in our discretion:
3.2.1. approve the Campaign;
3.2.2. decline to approve the Campaign; or
3.2.3. request that you make specified changes to the Campaign.
3.3. If we approve the Campaign, we will make it available for Investment-Authorised Members to review and commit to invest pursuant to the process described in paragraph 4.1. This does not guarantee that the Company will be successful in receiving funding and we may remove the Campaign from the Platform at any time for any reason or no reason, and we do not need to tell you the reason.
3.4. We may decline to approve the Campaign for any reason or no reason, and we do not need to tell you the reason. If we request that you make specified changes to the Campaign, we may still determine to decline to approve the Campaign, for any reason or no reason, notwithstanding that you have made those changes. However, if we do decline to approve the Campaign, you may create a new campaign at any time, in respect of the Business or a different business, provided that we have not notified you otherwise.
3.5. All Campaign Text submitted to us will be treated as part of the Campaign for all purposes of this paragraph 3. You grant us a non-exclusive, transferrable, revocable, royalty-free licence to use all such Campaign Text to market the Campaign and Republic Europe generally. You agree that we can use such Campaign Text at our own discretion without seeking your prior consent, and we may do so both while supporting your Campaign and after its completion, expiry, or termination. You agree that we may share such Campaign Text with third-party service providers (including service providers who provide artificial intelligence services), to provide our services under these Ts & Cs.
3.6. Standard Campaign Support. We shall provide the Company the Standard Campaign Support in accordance with the Campaign Support Services Schedule.
3.7. Anchor Service
3.7.1. Where it is agreed in the Engagement Letter or otherwise in writing (including by email) that we will provide the Anchor Service, this paragraph 3.7 shall apply.
3.7.2. We will collect information from you and share that information with certain institutional investors (chosen at our discretion) (the “Anchor Investors”), and introduce interested Anchor Investors to the Company.
3.7.3. You shall provide to us information in such form as we may reasonably request for us to share with Anchor Investors, such information including relevant company presentation or due diligence materials such as pitch deck or financial projections (in each case, if available) (the “Anchor Information”). You consent to disclosure of the Anchor Information to Anchor Investors in accordance with this paragraph 3.7, notwithstanding that some or all of the Anchor Information shared may be Confidential Information.
3.7.4. We will not verify, and are not responsible for the truth or accuracy of, any of the Anchor Information.
3.7.5. We may then use the Anchor Information provided to (a) include information about the Company and (if applicable) the Campaign as part of a periodic email distributed by us to Anchor Investors and (b) send an email to those Anchor Investors that we choose (at its sole discretion) during the Pre-Registration Period with information about the Company and the Campaign. If an Anchor Investor expresses interest in you, we may introduce that Anchor Investor to you.
3.7.6. You must inform us about any investment arrangements you propose to enter into with any Anchor Investors and provide true, accurate and not misleading copies of any documents we may request in connection with an offer of investment, including but not limited to any draft or final indicative terms, letters of intent, or term sheets.
3.7.7. If an Anchor Investor completes an investment in the Company, you shall provide true, accurate and not misleading copies of the signed term sheet or equivalent document(s) setting out the key terms of the investment, or such other evidence of the investment as we (at our sole discretion) may accept, to us within 30 days of completion of the investment.
3.7.8. If you wish to accept investment from an Anchor Investor, you shall pay the Anchor Service Fee in the amount set out in the Engagement Letter (or as otherwise agreed between us and the Company) and in accordance with paragraph 12.12. Anchor Investors may charge you fees independently of the Anchor Service.
3.7.9. If, at the time the Company provides the Anchor Information to us, you provide to our reasonable satisfaction details of a potential investor with whom you have already begun discussions regarding investment in the Company, such investor shall not be an Anchor Investor. After we have started distributing Anchor Information to Anchor Investors, we shall have sole discretion to decide whether an investor shall be deemed to not be an Anchor Investor.
3.7.10. Notwithstanding your participation in the Anchor Service, we are under no obligation to procure investment for you, and in no way guarantees that you will receive interest or investment from any Anchor Investors.
3.7.11. Other than the provision of the Anchor Service, we will have no involvement whatsoever in the arrangements between you and Anchor Investors. 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 Anchor Investors. 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 Anchor Investors.
4. Investment Process
4.1. Unless we agree otherwise, if the Campaign is approved as described in paragraph 3.3, it will enter a “Private Launch Period” for up to two weeks, and during that period it will be made available only to certain Investment-Authorised Members who access the Platform using a particular link, which will be sent to you following approval of the Campaign. Following the Private Launch Period, the Campaign will enter the Platform Launch Period, during which the Campaign will be made generally available to Investment-Authorised Members on the Platform.
4.2. An approved Pre-emption Campaign will only be made available to Investment-Authorised Members who are existing investors in the Company and, in certain circumstances, other select Investment-Authorised Members as agreed between you and us for a minimum of seven days, and will not be made generally available on the Platform.
4.3. We may agree that you can offer Investment-Authorised Members the opportunity to subscribe for Shares as Platform Direct Investors during the Campaign. All Platform Direct Investors shall be subject to an investment minimum agreed between you and us.
4.4. All investment by Direct Investors must be on materially the same terms and conditions as the Shares offered in the Campaign to be held under the Nominee, including the same share class and share price.
4.5. You acknowledge and agree that Direct Investors (i) cannot invest under the Nominee and therefore will not be entitled to any of the investor protections or other rights granted to nominee investors, (ii) will not have access to the Republic Europe Secondary Market and other Platform features such as the post-investment discussion forum and Company updates (which the nominee may make available at its discretion), (iii) will not be able to view any direct investments in their Republic Europe portfolios, (iv) and cannot rely on our closing and investment processes as further described in paragraph 4.13.4 below.
4.6. You shall communicate the terms of Paragraphs 4.5 to Off-Platform Direct Investors.
4.7. If an Investment-Authorised Member decides to invest in the Business, they will indicate how much they wish to invest and the investment will be recorded on the Platform. Payment for the investment will become due on a date determined by us. We reserve the right to reject an investment for any reason or no reason, and we do not need to tell you the reason.
4.8. If Investment-Authorised Members and Direct Investors have together indicated that they wish to invest an amount which is equal to the Minimum Target Amount prior to the Campaign’s expiration (which is approximately thirty days after we make it available for Investment-Authorised Members to review, including any Private Launch Period, but which we may adjust at our discretion), the Campaign will enter the “Overfunding Period”. During the Overfunding Period, Investment-Authorised Members and Direct Investors can continue to invest until the Campaign has been closed pursuant to paragraph 4.11 below.
4.9. At any point before the Campaign enters the Overfunding Period, you may request our consent to increase the number or improve the terms of the Shares offered in the Company. We may grant or withhold this consent at our discretion. For the avoidance of doubt, you may not change the Minimum Target Amount at any time.
4.10. Investments made pursuant to the process described in paragraphs 4.1, 4.2, 4.3, 4.7 and 4.8 may be subject to cancellation.
4.11. Provided that the Committed amounts are together equal to or greater than the Minimum Target Amount, and subject to any other agreement between you and us, the Campaign will close on the earlier of the date on which:
4.11.1. you inform us that you would like the Campaign to close; and
4.11.2. the Campaign expires.
4.12. Once the Campaign has closed in accordance with paragraph 4.11, then:
4.12.1. you will confirm how much of the Committed amounts the Company will accept and, if applicable, you may decline to accept any investment made by a Direct Investor, provided that you must accept at least the Minimum Target Amount (the “Total Invested Amount”, which, for the avoidance of doubt, includes any investments made by Direct Investors);
4.12.2. we will conduct a legal due diligence investigation on the Business, the Company, its respective directors, officers, representatives, and/or any other persons that we believe should be subject to such due diligence;
4.12.3. if we are satisfied with the outcome of the legal due diligence investigation described in paragraph 4.12.2, we will present the agreed form Equity Documents to be adopted and Executed by the Company;
4.12.4. if the relevant documents described in paragraph 4.12.3 are adopted and Executed, and any pre-conditions set out in those documents are met, subject to paragraph 4.13.4, we will transfer the Total Invested Amount (less the fees payable pursuant to paragraph 12.5 and the Engagement Letter, and not any amounts which have been transferred to the Company by Off-Platform Direct Investors) to the Company in exchange for the Shares which we will administer on behalf of the investors who are not Direct Investors, with legal title being held by the Nominee.
4.13. With respect to the process described in paragraphs 4.1 to 4.12:
4.13.1. The identity of the investors on whose behalf we hold the shares in the Company, and the amount invested by each such investor, will be a matter determined solely by such investors and us pursuant to separate agreements and, prior to our receipt of Shares in accordance with paragraph 4.12.4, neither the Company nor anyone that has worked with the Company on its Campaign will have any right as to consultation or otherwise in respect of the identity of such investors or how much any such investor invests.
4.13.2. The determinations and decisions we make pursuant to the process described in paragraph 4.12 will be entirely at our discretion, and we may decline to proceed with completing the investment for any reason or no reason (except to the extent that we are bound do to so by any subscription agreement or other agreement(s) in respect of the investment in the Company).
4.13.3. If, at the time of the legal due diligence investigation described in paragraph 4.12.2, the price of a Share in the Company is higher than the amount an investor paid for a Share when they committed to invest, we may require the Company to subdivide its Shares. If, at the time of the legal due diligence investigation described in paragraph 4.12.2, the price of a Share in the Company is lower than the amount an investor paid for a Share when they committed to invest (as a result of such subdivision or otherwise) and/or would result in a fractional shares for investors, the investors may be repaid the difference, in which case the Total Invested Amount transferred to the Company pursuant to paragraph 4.12.4 will be adjusted accordingly.
4.13.4. Only investors who hold Shares through our nominee structure may rely on the closing and investment processes described in paragraph 4.12. Direct Investors will not be a party to any subscription and/or other agreement(s) that we or the Nominee may enter into with the Company. Should you wish to enter into any subscription or other agreement(s) equivalent to those referred to in paragraph 4.12.4 with Direct Investors, you will need to do so independently of us and the Nominee.
4.13.5. Notwithstanding paragraph 4.12.4, if, pursuant to a separate agreement or understanding between you and us, any of the Total Invested Amount or any other funds are transferred to the Company either (a) directly from a Direct Investor or from an investor or source other than us, or (b) before the process described in 4.12 has been completed:
4.13.5.1. the Company may be subject to certain legal requirements to undertake an anti-money laundering assessment and ascertain the source of those funds, and we shall bear no responsibility whatsoever in respect of such assessment including, without limitation, notifying you of any such requirement; and
4.13.5.2. we may withhold the transfer of the funds to the Company as described in paragraph 4.12.4 until such time as the Company provides evidence that such transfer has been made to the Company in exchange for Shares on materially the same terms and conditions as the Shares offered in the Campaign.
4.14. If the Company constitutes more than one legal entity or business arrangement, the process described in paragraphs 4.12.2 through to (and including) 4.12.4, (and the relevant provisions of this paragraph 4.13 that reference those paragraphs) shall apply in respect of each entity or arrangement, and may occur at different times. The Total Invested Amount will be invested across such entities or arrangements, in exchange for Shares in such entities or arrangements.
4.15. The Platform operates on an all-or-nothing basis, meaning that if at least the Minimum Target Amount is not Committed pursuant to the process described in paragraphs 4.1, 4.7 or 4.8 prior to the Campaign’s expiration, or if the relevant documents are not adopted and Executed pursuant to paragraph 4.12.3, the Company will receive no investment, each investor will receive the amount of their investment credited back to their Republic Europe Account, and the proposed transaction will be deemed terminated.
4.16. You agree that all shares held by the Nominee as legal title holder can be made available for sale and purchase on the Secondary Market and subject to variable pricing.
5. Role and Obligations of Republic Europe
5.1. The Platform is a platform for connecting certain businesses with potential investors and is not an underwriter or placing agent of any sort. Accordingly:
5.1.1. we are under no obligation to procure or to use any efforts to procure investment for the Business;
5.1.2. at any given time, we may approve and post campaigns of any number of businesses, including other businesses that are similar to or competitive with the Business, and the fact that we approve and post such campaigns may mean that some investors choose to invest in businesses other than the Business; and
5.1.3. even if we approve your Campaign, the Business may not receive Committed investment for at least the Minimum Target Amount and, if it does not, the Business will not receive any investment.
5.2. All decisions and determinations we make with respect to the Campaign and the completion of any investment in the Company will be made entirely at our discretion. We will not be liable to you for any loss or damage whatsoever that you may incur as a direct or indirect result of any such decision or determination.
5.3. In creating the Campaign and seeking capital through the Platform, you are taking the position that the Company is not engaging in a “public offer” in the United Kingdom as that term is used in section 755 of the Companies Act, or the equivalent (if any) under law applicable to the Company. We will not be liable to you for any loss or damage whatsoever that the Company may incur as a direct or indirect result of a court’s or other judicial or administrative body’s refusal to accept that position.
5.4. Notwithstanding paragraphs 5.1 to 5.3, we shall not be liable to you, and hereby disclaim to the fullest extent permissible by law all liability, for:
5.4.1. any losses or damages resulting from or related to actions taken or omitted to be taken by us pursuant to these Ts & Cs, except to the extent that such losses are the direct result of fraud, wilful default or gross negligence on our part;
5.4.2. all claims, damages, and causes of action of any kind which may arise in connection with investment by any Direct Investors in the Company; and
5.4.3. 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.
5.5. Nothing in these Ts & Cs 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 these Ts & Cs, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of fees you pay to us pursuant to these Ts & Cs.
5.6. If the investment in the Company is completed as described in paragraph 4.12.4 and the Company distributes dividends, sale proceeds or other returns to the investors via us and the Nominee:
5.6.1. you will be responsible for the calculation of such distributions and we shall not be liable for any errors therein;
5.6.2. if, after such distributions have been paid to investors, an error is identified in the calculation described in paragraph 5.6.1 which resulted in the distributions being too high, neither the investors nor we shall be required to make any repayment; and if, after such distributions have been paid to investors, an error is identified in the calculation described in paragraph 5.6.1 which resulted in the distributions being too low, you undertake to notify us of such error and pay the additional amount immediately.
6. Regulation S
6.1. You and we acknowledge that the Campaign is intended to qualify for the safe harbour from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) pursuant to Regulation S thereunder.
6.2. You and we acknowledge that any Shares issued pursuant to the process described in paragraph 4.12.4 or otherwise in connection with the Campaign will not be registered under the Securities Act, and that for a period of one year after such issue:
6.2.1. those Shares may not be offered or sold within the United States to or for the account or benefit of any U.S. person, other than pursuant to registration under the Securities Act or under an applicable exemption from registration;
6.2.2. hedging transactions involving those Shares may only be conducted in compliance with the Securities Act; and
6.2.3. any purchaser of those Shares must be notified of the applicable restrictions on offers and sales under the Securities Act.
Your Undertakings
7. Nature of Campaign
7.1. You are creating the Campaign with the aim of raising investment capital for the Business, and you intend that any capital raised through the Platform will be used for the purpose of furthering the Business for its growth and development, and as described in the Campaign.
7.2. The person you appoint or will appoint to act on behalf of the Business is a legitimate representative, has the authority to speak and act on behalf of the Company and bind the Company to these Ts & Cs, and at the time at which the investment is ready to be completed as described in paragraph 4.12, will have the authority to bind the Company to the documents described therein.
8. Accuracy of Disclosures
As of the date you submit the Campaign:
8.1. each of the statements that you provide in the Campaign will be:
8.1.1. true and accurate in all respects, if it is a statement of fact;
8.1.2. reasonable and honestly believed by the Company to be capable of being achieved, if it is a prediction or statement of aspiration or opinion;
8.1.3. individually, and when taken as a whole with all other statements provided in the Campaign, fair, clear and not misleading; and
8.2. the Campaign will not omit any statement required to make the Campaign or any statement therein fair, clear and not misleading.
9. Prospectus Requirement Exemption
9.1. If you have elected for a UK Campaign:
9.1.1. in the twelve months preceding the first day of the Private Launch Period, the Company has not conducted an offering of securities of any type for the Company where the total consideration sought for such securities exceeded €8 million in the United Kingdom, less the Minimum Target Amount or Total Invested Amount if greater (or, if the Company constitutes more than one legal entity or business arrangement, the portion of that amount in such legal entity or business arrangement) and
9.1.2. you have no intention of conducting an offering of securities of any type for the Company within the twelve months from and after the first day of the Private Launch Period where the total consideration sought for such securities would cause the Company to have raised during a twelve-month period in excess of €8 million in the United Kingdom, except for an offering which either is subject to and complies with the prospectus publication requirements or is excluded from such requirements pursuant to applicable law.
9.2. If you have elected for an Europe Campaign:
9.2.1. in the twelve months preceding the first day of the Private Launch Period for that Europe Campaign, the Company has not conducted offers in the European Union of EU Securities which in aggregate exceeds €5 million less the Minimum Target Amount or Total Invested Amount if greater (or, if the Company constitutes more than one legal entity or business arrangement, the portion of that amount in such legal entity or business arrangement); and
9.2.2. you have no intention of the Company conducting an offering of EU Securities within the twelve months from and after the first day of the Private Launch Period where the total consideration sought for such securities would cause the Company to have raised during a twelve-month period in excess of €5 million in the European Union, except for an offering which either is subject to and complies with the EU Regulation and applicable prospectus publication requirements or is excluded from such requirements pursuant to applicable law.
10. Updates on Disclosures
10.1. You will notify us immediately if, at any time between the date you submit the Campaign and the date on which the documents described in paragraph 4.12.3 are adopted and Executed, you become aware of any fact, circumstance, event or information (including a change of opinion), which we refer to as a “Change”, that renders or is reasonably likely to render any statement in the Campaign:
10.1.1. Not true or accurate in all respects, if it is a statement of fact;
10.1.2. Not reasonable and honestly believed by the Company to be capable of being achieved, if it is a prediction or statement of aspiration or opinion; or
10.1.3. Individually or when taken as a whole with all other statements provided in the Campaign, not fair, not clear or misleading (including where the Campaign omits a statement required to make the Campaign or any statement therein fair, clear and not misleading).
10.2. You will notify us immediately if, at any time between the Campaign being approved as described in paragraph 3.3 and the date on which the documents described in paragraph 4.12.3 are adopted and executed, you become aware of any investment or other activity, which we refer to as “Activity”, that renders or is reasonably likely to render the Campaign misleading. This may include, but is not limited to: investments being made by you or other investors which are or are reasonably likely to be unpaid, cancelled, not genuine and/or generate a misleading impression of investment activity; and, comments posted in the discussion forum by you or other investors which are not genuine and/or generate a misleading impression of interest in the Campaign. You will also notify us if there are any material updates regarding the legal or regulatory status of the business or its relationship with any legal or regulatory body.
10.3. In giving the undertakings set out in paragraph 10.1 and 10.2, you acknowledge that, as a consequence of the Change, Activity or other update, we may decide not to approve the Campaign or, if we have already approved the Campaign, to remove it from the Platform at any time.
10.4. If you are conducting an EU Campaign, where we identify an omission, mistake or inaccuracy in the KIIS you have submitted, you shall promptly and, in any event, within 14 days of us making you aware of such omission, mistake or inaccuracy, provide us with the complete or corrected relevant information. You agree that we may suspend the EU Campaign until you have provided us with the completed or corrected relevant information, and we may cancel and remove the EU Campaign if the KIIS has not been updated with the completed or corrected the relevant information within 30 days of us making you aware of such omission, mistake or inaccuracy.
11. Raising Money from Elsewhere
11.1. Nothing in these Ts & Cs shall prevent you from seeking capital for the Business from sources unrelated to the Platform or other crowdfunding platforms, which we refer to as “Other Capital”.
11.2. If you successfully raise, or enter meaningful discussions about raising, Other Capital at any time in the period after you submit the Campaign until the date on which the documents described in paragraph 4.12.3 are adopted and Executed, you agree that such a change falls within the undertaking set out in paragraph 10.1 and therefore will notify us of it.
12. Fees
Pre-Registration Fee
12.1. The “Pre-Registration Fee” will become due and payable in accordance with the terms of your Engagement Letter when you Execute the Engagement Letter. In consideration of the Pre-Registration Fee, we will provide the “Pre-Registration Services”:
12.1.1. creation of a landing page website (the “Pre-Reg. Page”) which captures email addresses and an indication of potential investment amounts;
12.1.2. advertisement of the Pre-Reg. Page on our homepage (available at https://europe.republic.com/) for an agreed period of time ending before the start of the Platform Launch Period. The advertisement will be placed on the homepage “Launching Soon” carousel and the “Launching Soon” page. The Company must provide the advertising assets in the dimensions requested by us at least 72 hours before the advertising placement is due to begin;
12.1.3. our holding with you a data and insights meeting, at a time to be agreed between us, to review the data collected through the Pre-Reg. Page and decide on strategy for the Campaign (the “Strategy Meeting”); and
12.1.4. analysis of communications provided as part of the Pre-Registration Services that require approval as a financial promotion under FCA Rules and (if the Campaign is a Europe Campaign) is needed to comply with the Irish Consumer Protection Code 2012, and we will inform you of what is needed to ensure the regulatory requirements are satisfied and approve (or procure approval of) that communication.
Launch Fee
12.2. The “Launch Fee” will become due and payable in accordance with the terms of your Engagement Letter when you Execute the Engagement Letter. In consideration of the Launch Fee, we will provide the “Launch Services”:
12.2.1. review and, if appropriate, approval of your Campaign in accordance with these Ts & Cs, and we will perform due diligence on the Company as necessary for that approval; and
12.2.2. we will provide you with a plan for your Campaign, with your consultation.
12.3. The Launch Fee is calculated on the basis that you either use (a) the template equity documents that we provide without material changes or (b) appropriate equity documents incorporating our minimum investment terms through pro-forma amendment documents as provided to you by us, or (c) if you have chosen to receive the Legal Review Service, appropriate equity documents incorporating our minimum investment terms through any necessary bespoke amendment documents provided by us as part of the Legal Review Service, in each case that have been approved by us prior to the Private Launch Period (the “Equity Documents”).
12.4. If you request to use bespoke investment documentation on closing, or propose any material changes to any Equity Documents, we reserve the right to increase the Launch Fee set out in the Engagement Letter by an amount up to £2,500 plus VAT (the “Legal Review Surcharge”). We will notify you if the Legal Review Surcharge is payable before the Total Invested Amount is transferred to the Company in accordance with paragraph 4.12.4.
Fees payable after successful raise
12.5. Subject to paragraph 12.6, if the Business successfully raises an amount not less than the Minimum Target Amount our Platform, you agree to pay us the Fundraising Fee set out in the Engagement Letter. You will also pay the Payment Processing Fee that is charged according to the payment method used by each investor as follows:
12.5.1. for investments made by UK Members:
| Payment Method | Fee |
| Republic Europe Account/Bank Transfer | 0.30% |
| Pay by Bank | 0.10% |
| UK Debit Card | 0.65% |
| EU Debit Card | 1.60% |
| UK Credit Card | 1.00% |
| EU Credit Card | 2.20% |
| Non-UK or Non-EU Debit or Credit Card | 2.90% |
| iDeal (per payment) | €0.40 + 1.5% |
12.5.2. for investments made by EU Members:
| Payment Method | Fee |
| Republic Europe Account | 1.00% + €0.15 per payment |
| Bank Transfer | 0.33% + €0.05 per payment |
| UK Debit Card | 1.00% + €0.15 per payment |
| EU Debit Card | 1.00% + €0.15 per payment |
| UK Credit Card | 1.00% + €0.15 per payment |
| EU Credit Card | 1.00% + €0.15 per payment |
| iDeal (per payment) | €0.35 |
12.6. If the Campaign is a Pre-emption Campaign and if the Business successfully raises any amount from that Pre-emption Campaign, you agree to pay us the aggregate of (a) an amount equal to 6% of the amount raised by you in connection with that Pre-emption Campaign, and (b) a Payment Processing Fee calculated in accordance with Paragraph 12.5.
12.7. You agree that the fees referred to in paragraph 12.5 shall become due and payable by the Company at the point that we present to the Company the documents described in paragraph 4.12.3 for signing, provided always that the Campaign has closed in accordance with paragraph 4.11 and we have conducted our legal due diligence investigation in accordance with paragraph 4.12.2. Payment of the fees referred to in paragraph 12.5 must be completed, in full and in clear funds, within 30 days. If the fees referred to in paragraph 12.5 have not been paid by the time the Total Invested Amount is transferred to the Company in accordance with paragraph 4.12.4, you agree that we may deduct an amount equal to those fees from the Total Invested Amount when we transfer it to the Company. We reserve the right to change the rates used to calculate the Payment Processing Fee upon one week’s advance notice, and you will be deemed to have accepted the changes unless you notify us to the contrary before the changes come into force.
Lost Consideration Fee
12.8. We may require from you a Lost Consideration Fee if (a) an Investment-Authorised Member makes an investment in Shares of the Company outside of the Platform during the six-month period beginning on the date you submitted the Campaign, or (b) where it is indicated in the Engagement Letter that you wish us to provide the Anchor Service, an Anchor Investor makes an investment in the Company that is not in accordance with paragraph 3.7 and is made within 24 months of the date of introduction by us of that Anchor Investor to the Company. In such circumstances, but subject to paragraph 12.10, as recompense for the fees we would have otherwise received:
12.8.1. you will promptly give us notice upon your becoming aware of such investment; and
12.8.2. you will pay to us as the Lost Consideration Fee an amount equal to 6% of the amount of money such person invests.
12.9. Payment of the Lost Consideration Fee will become due immediately upon your receipt of the applicable investment.
12.10. Any Investment in the Business that is Other Capital or does not relate to the fundraising round that the Campaign forms a part of will not be subject to a Lost Consideration Fee. The Lost Consideration Fee will not apply to Investment-Authorised Members who you demonstrate to our reasonable satisfaction had a pre-existing relationship with you prior to the date you submitted the Campaign to us for review and, in addition, had not viewed all or any part of the Campaign prior to their investment in the Company.
Break Fee
12.11. We may charge you a Break Fee in accordance with the Engagement Letter.
Anchor Service Fee
12.12. If an Anchor Service Fee is payable under paragraph 3.7, payment will become due immediately upon the Company’s receipt of the applicable investment and will be payable within 30 days of such date.
Listing Fee
12.13. Prior to approval the Campaign pursuant to paragraph 4.1, we may inform you that there is a significant chance that the Campaign may not successfully fund, and that in consideration of us continuing with your Campaign you will be required to pay us a “Listing Fee”. If the Campaign successfully funds in accordance with these Ts & Cs, we will refund you the Listing Fee by reducing the Fundraising Fee by an amount equal to the Listing Fee. The amount of the Listing Fee shall be set out in an invoice provided to you, which you will be deemed to have accepted by paying the invoice. The Listing Fee shall be due and payable on your receipt of the invoice, and must be paid in full and cleared funds within 30 days.
Legal Review Fee
12.14 You may choose in your Engagement Letter for us to review the Company’s existing articles of association and shareholders’ agreement (or their equivalent) and provide bespoke amendment documents in line with our required investment terms (the “Legal Review Service”). If you choose to receive the Legal Review Service, the fee for the Legal Review Service will be set out in the Engagement Letter (the “Legal Review Fee”). We will invoice you for the Legal Review Fee upon or after the Strategy Meeting, and the Legal Review Fee will be payable in full and cleared funds by you after you have received that invoice.
Europe Review Fee
12.15 If you choose in your Engagement Letter to run an EU Campaign for the Company, we will charge the fee detailed in your Engagement Letter as consideration for our review of the KIIS and for the provision of access to investment from EU Members (the “Europe Review Fee”). We will invoice you for the Europe Review Fee upon or after the Strategy Meeting, and the Europe Review Fee will be payable in full and cleared funds by you after you have received that invoice.
Annual Nominee Fee
12.16 We will charge the Annual Nominee Fee detailed in your Engagement Letter, on annual basis, as consideration for ongoing administration and reporting in respect of the Shares. The first Annual Nominee Fee payment shall be due and payable on the first anniversary of the date the Total Invested Amount is transferred to the Company in accordance with paragraph 4.12.4 with the Annual Nominee Fee for each subsequent year being due and payable on an annual basis thereafter. In any event, no Annual Nominee Fee is payable if the Campaign has not closed in accordance with paragraph 4.11 of the Ts & Cs
VAT
12.17. Fees in the Engagement Letter and the Ts & Cs are, unless stated otherwise, exclusive of VAT. Where VAT is payable in respect of fees payable in the Engagement Letter and the Ts & Cs, the amount payable shall be for the account of the Company.
13. Tax Relief
13.1. If you indicate when creating a Campaign that you would like investors who invest in the Business through the Platform to be able to take advantage of EIS Relief or SEIS Relief, and we make a determination based on the information you provide that the Company is EIS-Eligible or SEIS-Eligible, then:
13.1.1. we will indicate as much in your Campaign;
13.1.2. you agree to apply, in good faith and with diligent efforts, for Advance Assurance of such relief as soon as practicable after (and if) the Business receives commitments of the Minimum Target Amount; and
13.1.3. subject to our supplying you with such details of the investors as may be required for such purpose, you agree to undertake all necessary actions, including but not limited to, the application, filing and distribution of any necessary forms, required to be taken to enable any eligible investor in the Company to take advantage of such EIS Relief or SEIS Relief, as applicable.
13.2. If you indicate when creating a Campaign that you would like investors who invest in the Business through the Platform to be able to take advantage of tax reliefs other than EIS or SEIS, and we make a determination based on the information you provide that the Company is eligible for such tax reliefs, then you agree that provisions equivalent to those set out in paragraphs 13.1.1 to 13.1.3 shall apply in respect of such tax reliefs.
14. Further Offering Materials
14.1. If you produce any offering or other promotional materials related to an investment in the Business other than the approved Campaign itself:
14.1.1. It will be your responsibility to ensure that the distribution of those materials complies with applicable financial promotions and offering rules in every jurisdiction in which such rules apply;
14.1.2. Without limiting the generality of paragraph 14.1.1 you will not, without our prior written consent, place any such materials in a publication with general circulation in the United States (which shall include any publication that is printed primarily for distribution in the United States or has had during the preceding twelve months an average circulation in the United States of 15,000 or more copies per issue, but will include only the United States edition of any publication printing a separate United States edition if the publication, without considering its United States edition would not constitute a publication with a general circulation in the United States); and
14.1.3. You will include in such materials a clear statement that the shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons, and that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act.
14.2. For the avoidance of doubt, the offering or promotional materials referred in paragraph 14.1 include any communications through the discussion forum and documents sections, and any additional documentation you provide to investors, none of which forms part of the Campaign and will not be reviewed or approved by us.
Other Matters
14.3. In agreeing to these Ts & Cs, you hereby agree to indemnify and hold us harmless in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us a result of (a) any breach of the warranties contained in these Ts & Cs or the Engagement Letter by you, (b) any breach or negligent performance or non-performance by you of these Ts & Cs or the Engagement Letter, (c) the enforcement of these Ts & Cs or the Engagement Letter, and (d) any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with your use of our Platform or your Campaign. This indemnity shall apply regardless of whether we have been negligent or at fault.
15. Assignment, Transfer and Delegation
15.1. We may assign, transfer or delegate any of our obligations or rights under these Ts & Cs and Engagement Letter to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the platform to any person to whom we assign, transfer or delegate our obligations or rights.
15.2. The Campaign is personal to you, and therefore none of your rights or obligations under these Ts & Cs can be assigned, transferred or delegated to any other person, other than with our express written agreement to another representative of the Company. Any attempt to, transfer assign or delegate any of your rights or obligations in contravention of this paragraph 15.2 shall be null and void.
16. Termination
16.1. These Ts & Cs shall continue in full force and effect, and shall be binding on both you and us unless, and until the earlier of such time as:
16.1.1. We inform you that the Business is not suitable to raise funds on the Platform pursuant to paragraph 2.5;
16.1.2. We decline to approve the Campaign pursuant to paragraph 3.4;
16.1.3. We remove the Campaign following approval pursuant to paragraph 3.3;
16.1.4. The investment is otherwise not completed, for example in the circumstances described in paragraph 4.15;
16.1.5. We agree to terminate the Engagement Letter; or
16.1.6. Where you have only agreed to the Anchor Terms and not to raise funds through a Campaign, we agree to terminate the Anchor Terms.
16.2. Any termination of the Engagement Letter or these Ts & Cs does not affect the rights of either you or us in respect of prior breaches.
16.3. Your covenants with respect to the Lost Consideration Fee and the Break Fee shall survive any termination of the Engagement Letter or these Ts & Cs.
17. Late Payment Interest
If you fail to make a payment when due under these Ts & Cs or the Engagement Letter, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this paragraph will accrue each day at 2% per annum above the Bank of England’s base rate from time-to-time.
18. Confidentiality
18.1. The Recipient shall keep the Disclosing Party’s Confidential Information confidential and, unless expressly permitted by this Agreement, shall: (i) not use or exploit the Confidential Information in any way except in connection with the Engagement; (ii) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by these Ts & Cs; (iii) not copy or record the Confidential Information except as strictly necessary for the Engagement (and any such copies or records shall be the property of the Disclosing Party); (iv) apply the same security measures and care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use, unless (in each case) the Recipient has obtained the prior written consent of the Disclosing Party.
18.2. This Paragraph 18 shall not apply to Campaign Text, notwithstanding that some or all of it may be Confidential Information.
18.3. The Recipient may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to those of its Representatives who need to know this Confidential Information for the Engagement, provided that the Recipient: (i) informs its Representatives of the confidential nature of the Confidential Information before disclosure; and (ii) procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations of confidentiality set out this Agreement as if they were the Recipient.
18.4. Each Party may disclose Confidential Information without the prior written consent of the other Party if such disclosure is required by law, a governmental or other regulatory authority, or a court of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible.
18.5. The Recipient shall be fully and solely responsible for ensuring that any Confidential Information it receives from the Disclosing Party that includes or constitutes personal data is held and processed in compliance with applicable data protection legislation.
18.6. Each Party warrants that it has the right to disclose its Confidential Information to the other Party.
18.7. At the request of the Disclosing Party, the Recipient shall: (i) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, or based on the Disclosing Party’s Confidential Information (to the extent technically and legally possible); (ii) erase all the Disclosing Party’s Confidential Information from its computer systems or that is stored in electronic form (to the extent technically and legally possible); and (iii) certify in writing to the Disclosing Party that it has complied with such requirements. Where it is not technically or legally possible for Confidential Information to be destroyed, returned or erased, the Recipient shall continue to protect such information as Confidential Information in accordance with this Paragraph 18.
18.8. Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information, including (without limitation) to intellectual property rights. No rights in respect of a Party’s Confidential Information are granted to the other Party.
18.9. Except as expressly stated in these Ts & Cs or the Engagement Letter, neither Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of its Confidential Information.
18.10. The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of the confidentiality provisions set out in these Ts & Cs. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief concerning any threatened or actual breach of any of the provisions of these Ts & Cs.
18.11. Notwithstanding the termination of these Ts & Cs or the Engagement Letter, the obligations of confidentiality set out herein shall continue for a period of two years from the later to occur of (a) termination of these Ts & Cs and (b) termination of the Engagement Letter.
19. Data Protection.
19.1. Data Protection. For the purposes of these Ts & Cs and in connection with the Engagement, your use of the Platform, and the investment in the Company, 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) in connection with the provision of services pursuant to these Ts & Cs, 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. You will ensure all personal data we provide to you is held and processed in compliance with applicable data protection legislation.
19.2. We are a data controller in respect of any personal data of users of the Platform obtained in connection with the Campaign (the “Member Personal Data”). In respect of such Member Personal Data, we will comply with all obligations imposed on a data controller, and you will comply with all obligations imposed on a data processor, in each case under any applicable UK Data Protection Laws (in respect of Republic UK and UK Campaigns) and Irish Data Protection Laws (in respect of Republic EU and EU Campaigns) from time to time in force.
19.3. In respect of Member Personal Data, where you are a data processor and not acting as a data controller:
19.3.1. you may only process such Member Personal Data in accordance with our reasonable written instructions including to the extent necessary to respond to requests for information about the Campaign and the Business from users of the Platform;
19.3.2. you shall ensure a record of any Member Personal Data processing is kept and maintained, and (at our request) provide a copy of the Member Personal Data held by you;
19.3.3. you shall implement and maintain such measures as may be required to protect such Member Personal Data from unauthorised or unlawful destruction, loss, alteration, disclosure or access;
19.3.4. you shall ensure the Member Personal Data is kept confidential;
19.3.5. you shall ensure the Member Personal Data is not sent outside of the UK or European Economic Area without our prior written consent;
19.3.6. you shall assist (at our cost) with any request made by us in connection with our compliance with its obligations under UK Data Protection Laws and Irish Data Protection Laws, as applicable;
19.3.7. You shall notify us of any Personal Data Breach (as defined in UK Data Protection Laws and Irish Data Protection Laws, as applicable); and
19.3.8. You shall ensure no third-party processor is appointed in connection with the Member Personal Data without our prior written consent.
19.4. We may provide Member Personal Data to you to enable you to fulfil obligations you have to investors who have invested in the Company by way of the Platform and to ensure their compliance with applicable corporate or regulatory requirements. At the time of such provision of Member Personal Data, you become a data controller of such Member Personal Data, and you shall delete and procure deletion of any Member Personal Data held by you or any other entity acting on your behalf where it relates to individuals who did not invest in the Company by way of the Platform.
19.5. If investment in the Company pursuant to the Campaign doesn’t complete, you shall, and shall procure any other entity acting on your behalf shall, ensure the deletion or return to us of all Member Personal Data and copies thereof in its possession or control.
19.6. Referred Campaign. If you have been referred to the Platform by, or you have asked us to refer you or the Business to, another person, entity or organisation, we may keep such person informed of the progress of your Campaign, including but not limited to whether the Campaign has been approved pursuant to paragraph 3.3, whether the Campaign is available for investment, the Minimum Target Amount has been reached, the Campaign has closed, or an investment in the Company has been completed pursuant to paragraph 4.12. In such cases where information is shared in accordance with this paragraph 19.6, you agree any that any confidentiality obligations agreed between the parties will not apply to us.
20. General Terms
20.1. No Partnership or Agency. These Ts & Cs shall not be construed to create a partnership, agency relationship or joint venture between you and us. Nothing in these Ts & Cs shall be construed to constitute you and us as agents of one another.
20.2. No Waiver. No failure or delay by you or us in exercising any of our rights under these Ts &Cs shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these Ts & Cs shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
20.3. No Variation. No variation of these Ts & Cs shall be effective unless it is in writing and signed by each of you and us.
20.4. No Advice. We do not provide investment, legal, regulatory, financial or consultancy advice of any kind and nothing in these Ts & Cs or any part of your engagement with us constitutes such advice. If the Company wishes to seek such advice, it should consult a professional independent advisor.
20.5. 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 the Ts & Cs shall continue to be valid (including the remainder of any affected provision).
20.6. Entire Agreement. Subject to paragraph 1.12, these Ts & Cs, together with any Engagement Letter and the information set out in the Campaign, contains 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.
20.7. Further Assurances. You and we shall from time to time (both during the continuance of these Ts & Cs and after termination) do all such acts and execute all such documents as may be reasonably necessary to give effect to the provisions of these Ts & Cs.
20.8. Non-Solicitation of Employees. You agree not to solicit, entice or hire any of our employees who are directly or indirectly involved in the services provided under these Ts & Cs or any Engagement Letter, for employment with the Company or any related party, with effect from the time that this these Ts & Cs and/or any Engagement Letter comes into force until six months after the expiry of any contractual relationship between us. In the event you contravene this paragraph 20.8 you will be liable to pay us a one-time payment equal to one year of the employee’s salary.
20.9. Costs. Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of any agreement or documentation relating to these Ts & Cs shall be borne by you and us respectively.
20.10. 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).
20.11. Force Majeure. We shall not be in breach of these Ts & Cs if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, pandemic, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
20.12. Governing Law and Jurisdiction. These Ts & Cs and the Engagement Letter and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim.
20.13. Third Party Rights. Unless expressly provided to the contrary in these Ts & Cs or the Engagement Letter, a person who is not a party to these Ts & Cs or the Engagement Letter may not enforce any of their respective terms and no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of these Ts & Cs or the Engagement Letter.
20.14. Execution. Republic Europe and the Company shall be deemed to have duly Executed these Ts & Cs when you affirm assent by the means provided by us on the Platform or otherwise.
20.15. Compliance with laws. The Company shall comply with all laws to which it may be subject, if failure to so comply would materially impair its ability to perform its obligations under these Ts & Cs, the Engagement Letter, or such other Platform Agreement to which it is a party from time-to-time. Without prejudice to the generality of the foregoing, the Company shall (a) not use the proceeds of a Campaign to be directly or indirectly used for any purpose which would violate or cause us to violate any applicable anti-terrorism law, any anti-bribery law (including the Anti-Bribery Act 2010) or any anti-money laundering law, and (b) shall comply with all applicable anti-terrorism laws, anti-bribery laws (including (where applicable) the Irish Criminal Justice (Corruption Offences) Act 2018, the Irish Ethics in Public Office Act 1995, and the UK Anti-Bribery Act 2010) and any anti-money laundering laws and shall take all actions necessary, or which we may require (acting reasonably), for us to comply with any anti-terrorism laws, anti-bribery laws (including (where applicable) the Irish Criminal Justice (Corruption Offences) Act 2018, the Irish Ethics in Public Office Act 1995, and the UK Anti-Bribery Act 2010)) and anti-money laundering laws.
21. Notices
21.1. Notices From You to Us. Any notice from you to us in respect of these Ts & Cs or your Campaign shall be given by email to notices@seedrs.com, except where these Ts & Cs or another Platform Agreement that you Execute sets out alternate means by which you must give us notice.
21.2. Notices From Us to You. Any notice from us to you in respect of these Ts & Cs or your Campaign may be given either through the Platform, by email or by post or courier to the physical address, in each case using the details that the Company or its representative registered on the Platform or otherwise notified to us.
21.3. Receipt of Notices. Notices given pursuant to this paragraph 21 through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this paragraph 21 by post or courier shall be deemed received by the recipient two working days after despatch. If you give us notice by means other than those set out in paragraph 21 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.
21.4. Language of Notices. All notices given under and in connection with these Ts & Cs shall be in the English language.