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SeedingVR - Investment Terms and Conditions
These terms and conditions (“Conditions”) apply to each person (an “Investor”) who, either prior to or after registering, uses the ‘SeedingVR’ website at www.seedingvr.co.uk
(the “Platform”) to view investment opportunities and offers or to buy shares in companies seeking investment
to pursue virtual reality-related business (including the exploitation of technology and intellectual property)
(each a “VR Company”). SeedingVR Ltd (“SeedingVR”) (Firm Reference Number 801446) is an appointed representative of Share In Limited (“ShareIn”) (Firm Reference Number 603332),
which is authorised and regulated by the Financial Conduct Authority.
Capitalised terms shall bear the meaning given to them in the definitions contained within the text of these Conditions.
Forms, documents and webpages available on the Platform shall use the same naming conventions in these
Each person using the website as an investor or potential investor (each an “Investor” for the purposes of these Conditions) represents and warrants that, as a condition of registering to view investment offers through SeedingVR:
if he is a living person, he is at least 18 years old;
he has full capacity and authority to accept these Conditions and to carry out his obligations hereunder;
all information provided by the Investor to SeedingVR during the registration and/or investment application process
is correct and accurate;
such investor information may be used by SeedingVR to comply with all applicable legal requirements (including
anti-money laundering checks and compliance);
such investor information may be passed by SeedingVR to each VR Company in which the Investor applies to make
an investment (to enable the VR Company to carry out its own checks and ensure legal compliance); and
the Investor shall promptly update, via the Platform, any changes to the investor information to ensure that
such Investor Information remains correct and accurate.
The general public may view information about investments available through the Platform, but in order
to apply to invest in VR Companies or view investment offers, an Investor must register with SeedingVR.
This entails providing information to SeedingVR to enable it to determine whether the Investor is
eligible to invest and will typically entail undertaking checks with third party information providers
to verify his identity.
The Platform permits investment into non-readily realisable shares in VR Companies, which means that
there is no recognised market for the sale of such investments and Investors should be prepared to
hold their shares for the long term.
SeedingVR will require Investors to demonstrate that they understand the risks of investment and either
have sufficient assets, have investment experience or will not invest too high a proportion of their
assets, as a condition to accepting their registration application.
SeedingVR does not provide investment advice, legal advice or tax advice. In particular, it will not
assess the suitability of an investment in light of the Investor’s personal circumstances and the
Investor is responsible for making his own investment decisions. If the Investor is in any doubt
as to his own personal circumstances, he should seek such advice from an appropriately qualified
SeedingVR reserves the right (in its absolute discretion):
to reject any application by any person to register on the Platform as an Investor for any reason
to suspend or de-register the Investor’s account at any time and for any reason, which may result
in the Investor not being able to buy new investments.
Investors will be provided with login details in order to access their personal investment information.
It is the responsibility of the Investor to keep these details secure and not to permit anyone else
to use them. If an Investor wishes to provide access to his account to another person, he will need
to apply to SeedingVR and permit it to perform anti-money laundering checks on them.
Each investment that an Investor makes will be governed by the Investment Offering page on the Platform
pertaining to that investment (such as the articles of association of the VR Company and the terms
of the Investment Application the Investor completes). Where there is an inconsistency between these
documents, any contents of the Investment Offering page that are specific to the investment shall
prevail over these Terms and Conditions.
The Investor’s Investment Application will stipulate the size of investment he wishes to make. Even if
the Investor is a registered Investor, SeedingVR may, at its discretion, not accept any application
to invest in a particular investment. This may, without limitation, be because the offer is over-subscribed
or under-subscribed (whether or not a minimum or maximum investment is stipulated in connection with
the VR Company) or because of legal or regulatory matters. Otherwise than as expressly stipulated,
SeedingVR allocates shares to Investors on a first-come, first-served basis.
Although SeedingVR will not facilitate investment where it is aware that it is illegal, it is the Investor’s
responsibility to ensure that he has complied with any relevant legal or regulatory restrictions
that would prohibit him from investing.
If SeedingVR accepts a subscription, it will provide the Investor with account details into which he
should transfer the subscription amount. Payment must be made by electronic transfer from an account
in the Investor’s name with a bank or credit institution that is acceptable to SeedingVR (the Investor’s
Nominated Account”). The Investor’s money will be held in his SeedingVR Account in accordance
with condition 6 below.
If the investment proceeds, the Investor will be awarded an allocation, which may be all or a fraction
of the subscription amount he specified. The allocation shall be paid from the Investor’s SeedingVR
Account to the VR Company, which shall issue shares in the Investor’s name. Rights attaching to the
shares will be set out in the VR Company’s articles of association.
Any subscription that is not allocated will be returned to the Investor’s Nominated Account. If the Investor
requires payment to be made to an account other than the Nominated Account, he must contact SeedingVR
by email to make the request and provide a reason why the payment cannot be made into the Nominated
Account. The different account must be in the Investor’s name and be held with a bank or credit institution.
SeedingVR and MangoPay (described in condition 6 below) will not, in any event, be obliged to pay
money to an account other than the Nominated Account.
SeedingVR offers a pure investment introduction service. Once an Investor becomes a shareholder in a
VR Company, all communications and transactions between the Investor and the VR Company should be
conducted directly between the parties and Seeding VR will have no ongoing role.
Investors can view the investment transactions they have entered into through the Platform and money
held in the SeedingVR Account on the Dashboard page. The Dashboard only reflects transactions in
shares and is not a share register: the share register will be maintained by or under the direction
of the VR Company.
SeedingVR shall not charge any fees to Investors. It generally charges a fixed fee of 7% (or such other amount
as may be specified in the Investment Offering page) of investment received to the VR Company.
Holding of Investor subscriptions
SeedingVR arranges for an independent regulated electronic payment provider (Mangopay S.A. (“MangoPay”), whose registered
office is at 59 Boulevard Royal, L-2449 Luxembourg) to accept payments from VR Companies and Investors. MangoPay
also opens electronic wallets in respect of each Investor (the Investor’s “SeedingVR Account”), which are used
to receive Investor commitments prior to payment to the VR Company (less deductions of fees owing by the VR Company
to SeedingVR, MangoPay or any other professional fees) and to receive sums due from the VR Company to the Investor
(such as dividends or refunds). The Investor authorises SeedingVR to manage its electronic wallet as described
above. Each Investor will be required to enter into terms and conditions directly with MangoPay and SeedingVR
shall not be responsible for the discharge of MangoPay’s obligations under those terms and conditions, beyond
having taken reasonable steps to ascertain that it is appropriately authorised to provide the electronic money
Neither party (including, for the purposes of this Condition, their respective principal, officers, members
or advisers) shall, notwithstanding any implied term of these Conditions, be liable to the other
for the following loss whether or not the other party has been advised of the possibility of such
loss: (i) any indirect or consequential loss; (ii) loss of revenue, business, profits, opportunity,
interest or anticipated savings; (iii) increased costs of working; (iv) loss of goodwill and reputation;
or (v) claims by third parties (including without limitation by any VR Company). Nothing in these
Conditions shall operate so as to exclude or limit SeedingVR’s liability in respect of its obligations
under the UK regulatory system, fraudulent misrepresentation, or any other liability which by law
it cannot limit or exclude.
The Platform may not always be available on a permanent and continuous basis.
To the fullest extent permitted by law, SeedingVR and its officers and owners will not be liable for
any delay by SeedingVR in performing or failing to perform its contractual obligations hereunder
if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control,
including any breach or non-performance of these Conditions by an Investor or any action or inaction
of the VR Company.
SeedingVR will handle all personal data provided by the Investor in accordance with its Privacy and Cookies
Policy, which is available on the Platform. By accepting these Conditions the Investor acknowledges
that he agrees to the Website Privacy, Cookie and Data Use Policy.
VR Companies will provide information to SeedingVR that may be shared with the Investor through the Platform.
This includes, without limitation, any business plan, investment memorandum, financial forecasts,
accounts and other information about the VR Company, its officers and/or shareholders. The
Investor agrees to keep such VR Company information confidential and not to pass it or otherwise
make it available to any third party who is not a professional adviser of the Investor who is also
bound by obligations of confidentiality. This restriction shall not however restrict the Investor
from passing such information to their professional advisers, other Investors, SeedingVR or any applicable
court or legal officers in connection with any legal proceedings.
These Conditions come into effect when the Investor accesses the Platform and shall continue indefinitely until such
time as SeedingVR suspends or terminates the Investor’s access.
Amendments to the Conditions
These Conditions may be amended from time to time by SeedingVR in the following circumstances:
In respect of changes that do not negatively affect the Investor (such as typographical corrections or the introduction
of new services and features) and changes that are required by law or regulation, immediately upon being
posted on the Platform;
Without prejudice to condition 10(a), in respect of changes that could negatively affect the Investor, such amendments
will only be capable of affecting any investment already entered into and shall only govern the terms of
About these Conditions
These Conditions create legally binding obligations which, once accepted by the Investor, form a contract
that can be relied upon and enforced by SeedingVR and the Investor against each other. The Conditions
are binding upon the Investor and his successors and assignees. Share In Limited, the VR Companies
and MangoPay may, to the extent they are reliant on the Investor complying with these Conditions,
enforce their terms directly against the Investor, but the provisions of the Contracts (Rights of
Third Parties) Act 1999 shall otherwise not apply to these Conditions.
No delay or failure by either party in exercising or enforcing any of its rights or remedies under these
Conditions will prejudice or restrict its rights, nor will any waiver of rights by a party operate
as a waiver of subsequent rights.
If any of these Conditions are found by any court of competent jurisdiction to be void, illegal or unenforceable,
such provision shall be deemed to be deleted, but the remaining provisions shall continue in full
force and effect insofar as they are not affected by any such deletion.
These Conditions are personal to the Investor. The Investor shall not assign, novate or otherwise dispose
of its rights under these Conditions or any part thereof, or purport to do so, without the prior
consent in writing of SeedingVR. SeedingVR shall be entitled to assign, novate or otherwise dispose
of its rights under these Conditions or any part thereof to any third party by giving the Investor
prior written notice of such assignment, novation or other disposal.
Conflicts of interest
By accepting these Conditions and doing business through SeedingVR, each Investor will become a retail client of
SeedingVR for the purposes of the rules of the Financial Conduct Authority. SeedingVR will also treat VR
Companies, whose interests will often conflict with those of Investors, as its clients. It is SeedingVR’s
policy to act as a non-advisory intermediary between Investors and VR Companies and to encourage both parties
to seek their own advice to the extent that their interests conflict on a specific matter (including investment
negotiations). SeedingVR receives fees from VR Companies in respect of successful investments and may also
charge fees for assistance with developing business plans and marketing strategies. It is therefore in
SeedingVR’s interests for investment transactions to take place. Investors may request a copy of SeedingVR’s
conflicts of interest policy at any time upon request.
Complaints and Compensation
In the event that an Investor has a complaint about the SeedingVR Service, they should address it in
writing to firstname.lastname@example.org. If the complaint refers to MangoPay, SeedingVR may pass the complaint
to MangoPay to deal with the Investor directly. Investors may request a copy of SeedingVR’s
Complaints Handling Procedures at any time. If SeedingVR is unable to resolve the complaint
to the Investor’s satisfaction, he may have rights to refer the complaint to the Financial Ombudsman
Service. Further information about the Financial Ombudsman Service is available at
In the event of SeedingVR’s insolvency, Investors may be eligible for compensation in respect of any
sums owing by SeedingVR to him from the Financial Services Compensation Scheme. Please note that
SeedingVR’s insolvency should not affect the obligations that MangoPay (which is resident in Luxembourg)
owes Investors under its terms and conditions. Further details of the application of the Financial
Services Compensation Scheme are available at www.fscs.org.uk.
Governing Law and Jurisdiction
These Conditions shall be governed by the laws of England and shall be subject to the non-exclusive jurisdiction of the English Courts, to which jurisdiction the parties irrevocably submit.