Definitions of the expressions used in the rules, contracts and communication of Tokeportal.com


        as of April 16, 2024

List and explanation of the following 67 definitions in alphabetical order referenced but not detailed in the contracts and regulations of the CSP.

Term or abbreviaton Main references to ECSPR Explanation
(1)    Bonus Shares The Founders’ or the Campaign Owner’s shares can be offered pro bono or at a lower price to prospective Investors as part of an Investment Package typically as a percentage of the agreed investment. The delivery deadline for bonus shares is three months after the issuance of the new shares participating in the capital increase.
(2)    Bulletin Board, Secondary Trading, lock up period Recital (55), Article 25 After obtaining the license under ECSPR, the Platform could provide a service that allows the transmission of purchase and sale offers related to Successful Campaigns. The Platform does not pair purchase and sale offers, neither buys them on its own account, it only displays them and enables the connection between buyers and sellers who might conclude the over the counter (“OTC”) trade and pay trade commission to the Crowdfunding Service Provider (“CSP”). This is also called secondary trading. After a Lock-up period as regulated by the CSP, the trading can commence.
(3)    Campaign, Project, Campaign phases, Investment -based Campaign Article 2, 1.a.(ii), f. Campaigns are called Projects under the ECSPR, which regulates investment-based campaigns only, of which only equity-based campaigns or offerings can be launched on the Platform. A crowdfunding offer means any communication by a CSP, in any form and by any means, presenting sufficient information on the terms of the offer and the crowdfunding project being offered, so as to enable an investor to invest in the crowdfunding project.

Tökeportal Zrt., the ultimate owner of TokePortal Ltd entails the right to offer unregulated, donation based campaigns that can be advertised to the Users of the Platform in accordance with the General Users’ Conditions (GUC).

Phases of a Campaign:

1.    Pre-registration is an advertisement that does not yet accept investments, but counts as the announcement of the Campaign. The subscription to the newsletter thereto does not constitute any obligation neither requires an Investor Profile. The CSP will start onboarding of the pre-registered users in order to help them create their Investor Profile and to get acquintanted with the Platform and the Campaign.

2.    The Campaign is officially launched in the Closed Phase and accepts indications of investments but the Key Investment Information Sheet (“KIIS”) will only be available to pre-registered prospective Investors.

3.    The Campaign in the Open Phase lasts until the Last Day of the Campaign, that is the last day when Investors can yet indicate interest, but the Campaign Closing is determined  when the Advance payments for investment intentions signaled until the Last Day of the Campaign are accredited on the Custodian Account. This amount is the basis of the Success fee.

4.    The Post-Closing (or Post-Campaign) Phase lasts until the shares are issued and allocated to the Investors and that is confirmed by the Campaign Owner as Issuer and the Lead investor, and then, during the three (3) year reporting period.

(4)    Campaign Closing The Campaign closes on its Last Day at a predetermined time, (in the absence of any further specific designation, at midnight). The Campaign Page remains accessible but indicating investments will become unavailable, and after the fourth (4th) day, withdrawing will as well become unavailable. DoC-s revoked after the Last Day of a Campaign do not have an effect on the success of the Campaign.

Campaign closure is the moment when all necessary conditions have been met, such as the Campaign Owner accepting the invoice for Success Fee (and other incurred costs) and having a valid agreement with the partners involved in the Transaction.

The Campaign can end either successfully or unsuccessfully. The determination of the Campaign closure and its outcome is affirmed by the CSP, by sending notifications thereof to the Investors and the Campaign Owner. The notification email contains payment information for Investors and tasks and information regarding the Transaction that the Campaign Owner is obligated to comply with.

In the case of an unsuccessful Campaign the Campaign Owner will be instructed to refund the amount held in the Custodian Account to the Investors, taking into account bank charges but without further deductions.

In the case of a Successful Campaign, the Campaign Owner pays the Success Fee to the CSP, after which the CSP provides the Investor data to the Campaign Owner and oversees the Transaction process. After the complete fulfillment of these operations, following acceptance by the Lead Investor or the Delegated Person the Disbursement is immediately authorized. The Transaction concludes with the Disbursement followed by post-audits.

(5)    Campaign Documentation, Campaign Page A document package prepared by the Campaign Owner and submitted to the CSP for approval, which includes:

1.       The introduction of the Campaign Owner;

2.       The Campaign description;


4.       The full-scale Financial Plan in Excel and its six (6) page summary in text form;

5.       The short public summary (one pager);

6.       The investment presentation (Pitch deck);

7.       The introduction of the Lead Investor;

8.       The investment terms, including – after obtaining ECSPR approval – the English KIIS.

The CSP reviews the submitted information through the Scoring process. Subject to the Listing resolution, the Campaign Owner publishes that on the Campaign page. Publishing means that the complete Campaign Documentation including the KIIS becomes available to all Investors.

During the preparation of the Campaign and the approval process, the CSP regards all information submitted by the Campaign Owner to be appropriate, clear and not misleading. The validity and the coherence of relevant historical data is examined during a basic due diligence process conducted by the Lead Investor or CSP; however, they do not take any responsibility for the correctness of these data. The CSP examines the forecasts for future growth and their context, too, and checks whether the Campaign Owner warns prospective Investors about the speculative nature of these forecasts and the potential risk factors.

Investors can access the Forum on the Campaign page where they can ask questions, to which the Campaign Owner must respond within twenty-four (24) hours. The questions remain readable even after the end of the Campaign. The CSP may moderate the Forum in order to comply with the general principles of good taste.

(6)    Campaign Duration The Campaign Duration is the number of calendar days, forty-five (45) or sixty (60) days in each Phases until the Campaign expires, within that the Campaign has to reach its Minimum Target Capital. In justified cases, each phase can be lengthened maximum twice.
(7)    Campaign Launch Agreement (“CLA”), Request for Listing, Listing Resolution The CLA is a bilateral written agreement between the CSP and the (s), signed at the beginning of their co-operation, which lists all the specific Campaign conditions, including the Capital Target, the campaign structure, the related rights and responsibilities, the monthy and quarterly settlement in the form of the Certificate of Services (“CoS”), as well as the conditions of future cooperation. Shall a new entity as a Special Purpose Vehicle (“SPV”) be incorporated for the purpose of launching the Campaign, the SPV will automatically enter the CLA.

If the Campaign Documentation is completed, the Campaign Owner submits it for approval and requests for listing the Campaign. If the Documentation is approved by CSP, then the Listing Resolution entitles the Campaign Owner to launch the Campaign within fifteen (15) working days in the Closed Phase. The Listing Resolution expires after thirty (30) days, after which it will be reviewed and the Campaign Documentation will be resubmitted, subject to payment of a fee.

(8)    Campaign Management Plan, Campaign Communication In order to close a Successful Campaign, the Campaign Owner prepares a Campaign Management Plan (hereinafter referred to as “CMP”) which includes a communication plan. Based on this, the Campaign Owner collaborates closely with the CSP to carry out newsletter, online marketing, and event-based communication, aimed at increasing online presence and driving interested parties to the Campaign page. Following the CMP, both the Campaign Owner and CSP direct prospective Investors’ traffic to the Campaign page during Campaign communication and, during onboarding, personally inform them on how to access the necessary information for investment decisions.
(9)    Campaign Owner, Project Owner, Target Company Ultimately, the Campaign Owner is the Target Company to receive the crowdfunding investment via capital raise. It must be a limited liability company by shares that concluded the CLA with the CSP, which launches a Campaign on the Platform in order to raise capital for the purposes introduced in the Campaign Documentation. Having closed a Successful Campaign, the Campaign Owner shall be called Target Company or Issuer. In case of applying an SPV for the investment, the SPV acts as the actual Campaign Owner and thus enters into the CLA

If an SPV is involved in the Transaction that raises crowd capital then the SPV will invest directly in the Target Company. The Target Company is accountable for the use of funds and for meeting all conditions to set forth in the Campaign Documentation including the KIIS.

(10) Campaign Period Starts with the signing of the CLA until the end of the Exclusivity Period, the end of the 12th month after the Campaign Closing.
(11) Capital Target (or Target Capital), Minimum Target Capital, Maximum Target Capital The specified minimum amount of capital that is intended to be raised through the Campaign, which is, until receiving the ECSPR licence, maximum of one million euro (EUR 1,000,000) per year under the Prospectus Regulation, and five million euro (EUR 5,000,000) p.a. thereafter. The amount must be specified in euro, it must be determined in bands, and must be verified by the Financial Plan accepted by the CSP.
(12) Certificate of Services (“CoS”) The CoS is a bilateral document between the CSP and the Campaign Owner that helps the management and accountability of Campaign services on monthly basis, issued by the CSP and to be accepted by the Campaign Owner.
(13) Complaint A notice, which the User submits either orally (in person or by phone) or in writing (in postal mail, e-mail or on the website) in compliance with the Complaint Handling Rules. The Complaint of the Complainant is related to an activity or omission of CSP regarding the implementation of the General Terms and Conditions of use between the Complainant and CSP, the performance of the contract, or the termination of the contract.
(14) Conflicts of Interest Recital (23), (26), Article 8 The CSP must not have any interest in the Campaigns except for the case if that is described in the CLA in accordance with ECSPR.
(15) Crowdfunding as a Service. Campaign as a Service Article 1., 1.a. Alternative (non-banking), online, Platform-based, regulated financing method. The general information about investment opportunities is available to Visitors and Users, but live offerings and their Campaign Documentation is that is only accessible to Verified Users with Investor profile.
(16) Custodian Account Third party The Custodian Account is the account of the Campaign Owner, opened by an authorized financial institution approved by the CSP that provides right of online inspection, and where Investors deposit the Advance payment and the full capital as defined in the Declaration of Commitment to Purchase Shares. The costs of the Custodian Account and the fees for Investors’ card payments are borne by the Campaign Owner. The capital held in the Custodian Account can be used by the Campaign Owner only in the case of a Successful Campaign after the issuance of the shares and with the approval of the CSP after the successful Transaction (Disbursement).
(17)Declaration of Commitment to Purchase Shares (“DoC”) Verified Investors can indicate their intent to invest in a Campaign by declaring their commitment and paying the indicated Advance payment or the full amount. The Campaign Owner accepts the validity of the commitment when receiving the Advance payment onto the Custodian Account. The CSP publishes and updates the Campaign’s status when the receipt of the payment onto the Custodian Account is verified.
(18)Disbursement, Milestones and KPI’s Upon the approval issued by the CSP for the use of the Capital held in the Custodian Account exclusively for the purposes specified in the Campaign Documentation, Disbursement takes place in accordance with the Milestones or KPI’s (Key performance indicators) in the KIIS, but in general, up to 65% of the Capital. The approval is issued when the verification thereof the Campaign Owner and the Lead Investor to be issued for due diligence purposes and for the CSP have creditably demonstrated the fulfillment of all prerequisites and conditions set forth in the KIIS and in the Campaign documentation.

Then, when Milestone 2. has been completed, and verified by the Lead Investor, the second installment can take place.

A futher measure is that during the Disbursement, 1% of the Capital or a maximum of five thousand euro (EUR 5,000) is not disbursed but shall be retained for a maximum of three (3) years to cover Post-Campaign Audits and potential penalties for future delays.

(19)Drag-along right A possible condition defined in the KIIS that the Lead Investor and the Campaign Owner may force the sale of shares of other shareholders in the event of a bid to buy shares that ensures the Expected return or yield if it is specified in the KIIS.
(20)Due Diligence: Campaign Review and Due Diligence, Post-Campaign (or Post-Closing) Audits Article 5 Due diligence is the comprehensive legal and financial due diligence of the Campaign Owner and the Target Company carried out by the CSP or by its designated Partner after the successful Campaign Closing, in accordance with the CSP’s internal rules based on industry best practice in the field of venture capital investments to ensure that no contractual or legal obstacle would prefent the Campaign Owner to use the Capital raised in the Campaign for the purposes and in the manner advertised in the Campaign, and there are no circumstances that prevent it from doing so. Due diligence will be carried out or reviewed by a legal and financial expert appointed by the CSP to be covered by the Campaign owner, that might be later borne from the capital raised. The Due diligence reports shall be accepted and certified by the Lead Investor or the Delegated Person towards the CSP. Even if the Campaign Review before the Campaign Launch does not detect any so-called red flags, such as serious legal or financial problems, these red flags can still be identified during the due diligence process. In such a scenario, the Campaign Owner must rectify the red flags to qualify for receiving the Disbursement. If the Campaign Owner fails to resolve the red flags and other statements of the due diligence report and submit it to the CSP. In case of red flags, the CSP retains the right to return the capital to the Investors.

During 3 years following the Disbursement Post-Closing reportings and Audits are due, following the first ninety (90) days after the disbursement of the capital. After that at least every six (6) months a financial, legal and business Post-Closing Audit should be carried out, on the basis of which the Campaign Owner informs the Investors by means of a newsletter on the development of the business results and on the basis of the conclusions of which the Business/Financial Plan and the Business Development are modified. The costs of the foreseeable Post-Audits are to be included in the Campaign Owner’s Financial Plan so that they can be covered by the Capital retained in the Custodian Account for this purpose.

(21) Durable medium and access to records The CSP stores informations related to its platform-based services, including its client orders, the Campaign documentation including the KIIS, and the publication of information related to the Conflict of Interest policy in a durable medium that is accessible for future reference and for up to five (5) years a which allows for the unchanged reproduction of the information stored;
(22) ECSP Regulation (“ECSPR”) Regulation (EU) No 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European Crowdfunding business services providers and amending Regulation (EU) 2017/1129 and Directive 2019/1937 which entered into force on 10 November 2022.
(23) Entry knowledge test (“EKT”) and Loss/Risk bearing simulation (“LBS”) Article 21 The EKT is a short, compulsory online tests/questionnaire to be filled in by each Non-Sophisticated Investor which calls attention to the specific risks of investing in early-phase companies (startups).

Non-Sophisticated Investors are required to retake tests every year. The LBS is the test for Non-Sophisticated Investors to simulate their ability to bear losses, based upon their onw declarations.

Having accomplished it the tests, prospective Investors must acknowledge that they have received the results of the tests.

(24)Exit, Exit Strategy The sale or the optional sale of at least fifty percent (50%) of the Campaign Manager/Target Company Founders’ shares, or the sale or the optional sale of more than fifty percent (50%) of all shares, typically through acquisition or through any proportion of all shares outstanding during an initial public offering (“IPO”).
(25) First Day of the Campaign The banking day, when the Campaign Owner publishes and launches its Campaign Page on the Platform, most usually in the Closed Phase, and Investors can indicate interest.
(26) Forum The online section of the Campaign page moderated by the CSP that enables Prospective Investors for sending messages where Investors or Verified Users can directly ask questions from the Campaign Owner which they are obliged to answer.
(27) General Terms and Conditions of Use (“GTC”) and the Appendices thereto The CSP’s regulation that is, by acceptance of its Verified Users, Users with an Investor Profile, Campaign Owners, contracted Partners and Mentors, enters into force between the Parties. Users always accept the latest version it when selecting an Investor Profile before completing the Investor Knowledge Test. Non-Verified Users are subject to the Terms of Use of the Landing Page Website (“TUW”). All versions with revision log are available for Verified users.

The unseparable attachments of the GTC are as follows:

1.       GLOSSARY: it contains all referred definitions throughout all regulations and contracts if not specified therein.

2.       PRICING POLICY: (hereinafter referred to as “PP”) contains the principles of pricing and lists and schedules the fees

3.       RISK WARNING: the sample text including the general risks involved in crowdfunding, that is to be accepted by the prospective Investor each time an investment indication is placed through the Platform

4.       Sample Key Investor Information Sheet (hereinafter referred to as “KIIS”). The sample format for each of the crowdfunding offerings. This is the only document that is approved by the CSP. It can be published in several languages, but the English version is the official. All other documents presented on or outside the Campaign Page are marketing materials. Prospective Investors must carefully study the KIIS and the complete Campaign Documentation and take advantage of all services such as the Forum, the mail address and the Investors meetings to be informed before making the investment decision.

5.       CONFIDENTALITY, SAMPLE NON-DISCLOSURE AGREEMENT (hereinafter referred to as (“NDA”) – The sample format that all prospective Clients must sign before disclosing sensitive or non-public information with the CSP. Each User is considered to have accepted the NDA as well.

6.       RULES OF COMPLAINT HANDLING- (hereinafter referred to as “CH”) describes how a User can place a complaint to the CSP and how that is handled

7.       THE SUMMARY OF THE SCORING PROCESS (hereinafter referred to as “Scoring”) summarizes the know how of how the CSP approves the Listing Request of a contracted prospective Campaign Owner.

(28)Incubation A Campaign is in the incubation phase when only Mentors can view it for advising purposes, and it does not yet accept investments.
(29) Mentors, Mentoring In order to build the pipeline of prospective Campaigns, the CSP provides a service to assist prospective Campaign Owners who have a funding request with incubation consulting to help them become investibe, to sign the CLA and to launch the Campaign. Incubation projects are only accessible for Mentors.
(30)General Meeting The Campaign Owner has to hold yearly and occasional General Meetings in accordance with law. The General Meetings of the Campaign Owners shall be held online or hybrid form and the CSP may record it. The Campaign Owner shall send the meeting minutes within 8 (eight) calendar days to all Shareholders and to the CSP.
(31) Investment commitment and Withdrawal of Investment indication – the reflection period Recital (47), Article 21 (7) Article 22 The prospective Investor’s investment commitment is completed when the User with Investor Profile clicks on the “Invest” button of the Campaign page, following the review of the Campaign Documentation and the KIIS. The Investor confirms its interest in the DoC for purchasing the shares in the Target Company, and it appears in the Transaction list. The DoC can be revoked by clicking the “Withdraw” button in the Profile until the fourth (4th) working day after the Last Day of the Campaign (this fulfills the cool-off requirement of the ECSPR. To meet this criteria entirely, four (4) days are allowed for withdrawal for Investors who invested even on the Last Day). In the absence of withdrawal, the DoC becomes irrevocable. If the Campaign is successful, Investors are required to pay the full amount of their investments onto the Custodian Account.

The name of the Investor appears in the “Transactions” list on the Campaign page, unless the Investor chooses to invest anonymously.

For investments of at least eight thousand euro (EUR 8,000) the Preliminary Commitment Declaration can be replaced by an Investment Contract accepted by the CSP, but that investment must also be included in the Transaction List.

For any investment above one thousand euro (EUR 1,000), further risk warnings will be displayed to make them careful about investing.

(32) Investment Conditions (Term Sheet) Transitional regulation currently in practice In the case of Campaigns closed before the ECSPR authorization, the Term Sheet is a document published by the Campaign Owner on the Campaign Page. For Campaigns launched after authorization under ECSPR, it was replaced by the Key Investor Information Sheet (KIIS) that is prepared in accordance with Annex I. of the ECSPR. It includes the details of the Campaign, as crowdfunding offering, and the rights of prospective investors. In the case of a Successful Campaign, the Campaign Owner increases the share capital in accordance with the KIIS thus makes changes to the Memorandum and Articles of Association with the Lead Investor and other Investors.
(33) Investor Incentive Packages, Discounts (Perks, Rewards, Bonus shares) Incentives are promotions, usually in the form of discounts from the valuation executed by granting bonus shares from the Founders’ package, as announced by the Campaign Owner to attract Investors’ interest into the Campaign, most usually for early and larger tickets. The incentive, the ticket size and the expiry of that promotion is the Investment Package. Unless clearly indicated otherwise, the deadline for the delivery of the Investment Package promised is three (3) months after the allocation of the new shares related to the capital increase.
(34) Investors Meeting From the start of the Pre-registration period until the Last Day of the Campaign, the Campaign Owner is required to organize and promote publicly accessible, recorded webinars for registered participants. These webinars are to be hosted and recorded by the CSP, whereas the Campaign Owner publishes a summary of it within a few working days. The webinar should address all investment-related questions, providing detailed examples of how Investors will receive their returns, the rights they will gain, and their representation in corporate governance. Given that the Campaign Owner is obligated to provide comprehensive information in the Campaign Documentation, failure to present these details, especially in the KIIS, could constitute a red flag.

After the Disbursement, the Campaign Owner and the CSP continues to organize the webinars but only for the Shareholders, which will be hosted and recorded by the CSP. These webinars serve to contribute to fulfilling the information rights of the Investors by presenting and discussing the actual results of the Target Company in comparison to the plans presented in the Campaign Documentation. The webinars are announced in the quarterly Shareholders’ newsletter containing the relevant information.

Following the Last Day of the Campaign, the Campaing Owner shall publish updates on the Updates tab and on the Forum of the Campaign Page. Further parts of the Campaign Page cannot be modified.

(35) Investor profiles: Sophisticated and Non-Sophisticated Investors. Sub-profiles: Angel Investor, Lead Investor Recital (42), (47). Article 2 (i-k). Only Verified Users can fill in the Investor profile. Users with Investor profiles are uniformly referred to as prospective Investors or simplier, Investors, regardless of their future Investor sub-profile as listed here below and their actual investments. In accordance with ECSPR, the CSP distinguishes Sophisicated and Non-Sophisticated Investors. As a sub-profile, Investors can further choose the Angel Investor profile, or the Institutional Investor that qualifies as Sophisticated Investor or the legal person that does not qualify as Sophisiticated Investor profile.

The ECSPR determines the verification of the ability of-bearing loss of Non-Sophisticated Investors, i.e., under what conditions they can initiate investments: if the investment indication of the inexperienced Investor exceedsone thousand euro (EUR 1,000) or ten percent (10%) of their net worth, a Risk Warning appears on the screen to warn the Invesor to the investment risk in a simulation.

An Angel Investor profile can be chosen by committing to investing a minimum of two thousand five hundred euro (EUR 2,500) in a Campaign, in minimum of two (2) Campaigns per year, with published names and ticket sizes in the Transaction list.

The Lead investor can be an Angel Investor or a syndicate thereof, or a Legal Entity with an Investor profile that committed to investing at least fifteen thousand euro (EUR 15,000) to assume the role of the Lead Investor. Their responsibility is to be disclosed in the KIIS, including to negotiate and finalize the Investment Terms with the Campaign Owner and to conduct the due diligence. The obligations are set forth in a triparty contract with the CSP. Failure to fulfill these obligations may result in removal from this position.

(36) Investor Protection Recital (18), (28), Chapter IV. Investor Protecion is ensured by providing Investors with timely and appropriate information to be able to consciously indicate and to withdraw interest in investing in Campaigns. These provisions primarily include:

1.       On Platform-level, the authorization under ECSPR that ensures a prudent operation;

2.       The accurate preparation and procedure for listing Campaigns (Scoring);

3.       The EKT and the LBS;

4.       Risk Warnings to be accepted or refused;

5.       Safekeeping of assets that is ensured by authorized third-party service providers;

6.       Investor verification through Know-Your-Client (“KYC”) processes;

7.       Ensuring the possibility of withdrawal (reflection period);

8.       Ensuring Investors the right to choose a securities account keeper;

9.       Complaint management;

10.   The validation of the completeness of the KIIS.

Further on, the CSP ensures:

1.       The Campaign Owner’s publication of a comprehensive Campaign Documentation on the Campaign page;


3.       The Forum;

4.       Post-Closing Reporting.

(37) Issuing of new shares and the allocation thereof After a Successful Campaign, it is the responsibility of the Campaign Owner to ensure that Investors receive their shares. Following the registration of the capital increase with the company court, the Campaign Owner initiates the dematerialization of the shares with an authorized institution, using the securities account numbers provided by the Investors, to which the dematerialized shares will be issued and allocated.
(38) Key Investor Information Sheet (“KIIS”) Article 23 After obtaining the ECSPR authorisation, the CSP approves for each individual Campaign its KIIS, based on Article 23 of the ECSPR, a six (6)-page A4 size data sheet containing investment information prepared by the Campaign Owner with content specified in the ECSPR, which can be viewed by all Verified Users under the “Documents” tab on the Campaign page. The CSP will submit each KIIS to the National Competent Authority (NCA).
(39) Key Performance Indicators (“KPI”), KPI reports Indicators included in the Campaign Documentation, especially in the KIIS that represent the achievement of business plan milestones, which the Campaign Owner discloses on a regular basis, providing an opportunity for investors to ask questions and get answers related to these milestones. The Milestones represent compliance with KPIs in order to determine the conditions for disbursing capital in multiple installments.
(40)Last Day of the Campaign The last banking day indicated on the Campaign page. If the Campaign has reached its Maximum Target Capital before that, then it is closed on that day. Until this day, Investors can make or withdraw a DoC to invest. Withdrawal is enabled yet until the fourth (4th) day after the Last Day.
(41)Onboarding process Onboarding is a service provided by the Customer service st in guiding users through the registration process, obtaining Verified User status, and then to complete the Investor Profile as well as in helping the Potential Investors understand the Campaigns’ information.
(42)Online interfaces and pages The CSP’s Online Interfaces and Pages include all websites and social media channels that are linked to its domain https://tokeportal.com.
(43) Oursourcing and Third Party Services Recital (27), Article 9 Outsourced Services are ultimately provided by Third parties who specialize in the respective fields and possess the necessary licenses, where applicable. The Privacy Policy includes the Parties with whom the CSP shares the data with.

The distinction between outsourced and third-party services lies in the fact that

·         outsourced services are encompassed within the CSP’s services and fees

·         Third-Party Services, are recommended partners who offer their services at pre-negotiated favorable prices but are the responsibility of the Client/User. The Privacy Policy lists those partners with whom the CSP shares Users’ data.

As the CSP only holds the ECSPR license, it oursources, or directs its Clients to service providers of the following domains:

·         Payment services

·         Know Your Customer (KYC) and Anti Money Laundering (AML) services

·         Custodian services

·         Desktop Chat services

·         Customer Relationship Management (CRM) services

·         IT development services

·         Customer Service Desk services

·         Marketing services

·         Accounting services

·         Legal services.

(44)Partner, Client Any natural or legal person entering into contractual relationship with the CSP.
(45)Penalty fees The fees to be paid due to any breach of contract, delays, cancellations or omissions by Campaign Owners or Users are included in the Pricing Policy.
(46)Platform, Web App Recital (1), (2), (10), (11) The online digital Platform at https://tokeportal.com developed and operated by the CSP or by a third-party that is capable to for providing crowdfunding services.
(47) Post-closing or Post-Campaign reporting After a Successful Campaign, the Campaign Owner must publish the KPIs that they committed to in the KIIS, and must allow Investors to ask questions and respond to them meaningfully during the designated information period. The delay or dismiss of disclosure obligation is subject to penalty payments.
(48) Pre-money valuation, the offering price An indicative pre-money valuation, which can be calculated by subtracting the value of the offered equity (the Minimum Target Capital) from the future company valuation (including the capital to be raised). The company valuation is subject to the scoring, in which CSP has the right to review it. The indicative company valuation is to be included in the Campaign Documentation.
(49)Pre-registration With the announcement of the expected launch of the Campaign, the pre-registration period is launched, during which non-binding registration or subscription to a newsletter is enabled not only for the Registered Users but for any visitor of the website. The aim is to enable the Visitor to pre-register and then to onboard in due time in advance before the Campaign Page goes live.

From a communication and bilaterally legally binding perspective between the Campaign Owner and the CSP, this represents the official launch of the Campaign.

(50)Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
(51)Registration The registration process on the Platform with an e-mail address or social media profile. The registration itself enables Users to browse the contents on the Platform. However, only Verified Users with Investor Profile can initiate investment indications. After Registration, the Visitor will become a User, who through verification will become Verified User and by filling in the Investor Profile, successfully passes the EKT and the LBS, s/he will be granted the Investor status.
(52)Risk Warning for prospective Investors According to the regulations of ECSPR, the Risk Warning for Investors document aims to provide potential Investors with a thorough understanding of the risks associated with investments made through the Platform. The risks presented in the information must be accepted by the Investor through the functionalities of the Platform before making any specific investment decisions.
(53) Runway, burn rate Coverage of monthly fixed costs (burn rate) specified in the Campaign Documentation, expressed in the number of months, which, as set forth in the CLA, the Campaign Owner must cover from own resources according until the completion of the Transaction.
(54) Scoring process, Audits, Scorecard, Validation Recital (41), Article 4, par. 4., third-party service In order to ensure that Campaign Owner is investable, the CSP applies a scoring evaluation system before approving the Listing Request, with the aim of assessing potential risks, primarily disqualifying factors, and verifying the authenticity of the information provided to the extent possible.

During the validation process, the contracted third-parties as appointed experts, mentors and advisors assess and evaluate and validate the Campaign Owner and the Campaing offer, their plans, business model, and the market demand presented in the Campaign Documentation. The validation process is documented in audit reports, which are produced as part of the scoring process and compiled together as the Scorecard. The CSP reports the final result to the Campaign Owner. The Scorecard once again reviewed during the Due Diligence.

(55)Securities Account Third-party service The requirements concerning safekeeping of assets, that is crowdfunded securities, are crucial for the protection of investors receiving crowdfunding services. Transferable securities or admitted instruments for crowdfunding purposes which can be registered in a financial instruments account or which can be physically delivered to the custodian should be safe-kept by a qualified custodian, which is authorised in accordance with Directive 2013/36/EU or 2014/65/EU. Depending on the type of assets to be safe-kept, assets are either to be held in custody, as with transferable securities which can be registered in a financial instruments account or which can be physically delivered, or to be subject to ownership verification and record-keeping. Safekeeping of transferable securities or admitted instruments for crowdfunding purposes that in accordance with national law are only registered with the project owner or its agent, such as investments in non-listed companies, or are held on an individually segregated account that a client could open directly with a central securities depository, is considered equivalent to asset safekeeping by qualified custodians.
(56)Service Provider disclosures, statistics The CSP discloses closed Campaigns data by enabling access for Investors to the Campaign Pages, including the KIIS, and by publishing aggregate data on a regular basis.
(57)Special Purpose Vehicle (“SVP”) If the form of the Campaign Owner’s company is indivisible and immobile, it may be in their interest to establish an intermediate investment company solely for the purpose of securitization, which they themselves will establish but which will operate independently from them. Through this intermediate investment company, crowd investors will be able to invest in the Campaign Owner. Point (q) of Article 2(1) of the ECSPR defines an SPV as “an entity created solely for, or which solely serves the purpose of, a securitization within the meaning of point (2) of Article 1 of Regulation (EU) No 1075/2013 of the European Central Bank”. During the Preliminary Campaign Review, in the Scoring process, the CSP assesses the compatibility of the Campaign structure with the SPV Structure and ensures the prevention of any potential conflicts of interest. The SPV shall be governed by the Lead Investor or by the Delegated Person in a manner that it will all the time represent the interest of the Investors.
(58)Success Fee The Success Fee is the net commission, that the Campaign Owner pays to the CSP from the Capital or donations raised during the Campaign according to the Pricing Policy.
(59)Successful Campaign The CSP declares a Campaign as successful based on the amounts arriving to the Custodian Account of the Campaign Owner reaching the Campaign’s Minimum Capital Target. The Campaign continues until its expiry date or until reaching its Maximum Capital Target.

In case of equity-based Campaigns, after the Campaign has been closed, all Investors shall wire the difference between the already paid Advance payment and the indicated investment amount. Campaign closure takes place when the Campaign Owner has met all its obligations arising from the CLA, including the payment of the Success Fee. In exchange for that, the CSP provides the Investors’ credentials to the Campaign Owner.

(60)Supervisory Authority / National Competent Authority (“NCA”) * As defined in the ECSPR, the National Competent Authority (NCA) is the Member State Authority that issues the CSP’s licence and supervises its operation. In the case of TokePortal.com Ltd. as the Service Provider (CSP), it is the Malta Financial Services Authority (“MFSA”).
(61) Target Markets (of the CSP Under ECSPR, the CSP may actively solicite its offerings to prospective Investors in any Member State provided that it had previously registered the targeted countries with the NCA. The Target Markets are listed on the CSP’s website.
(62)Terms of Use of the landing page website (“TUW”) The TUW contains the most important information about the website, and the conditions that are indispensable to understand the purpose of the Platform. Upon accepting the TUW, the User should be able to decide whether to register and create an Investor Profile during which it must accept the GTC.
(63)Transaction Third-party services The Transaction consists of three (3) or four (4) steps, the costs of which are to be financed by the Campaign Owner but can be reimbursed from the Investment: Due diligence, capital raise in either one (1) or two (2) steps (depending upon the use of an SPV) and share issuance. The issuance of shares means that all new shares are being credited to the Investors’ accounts, as credibly demonstrated by the Campaign Owner and the Lead Investor to the CSP no later than the end of the 6th month following the Campaign closure. The Campaign Owner, as the Issuer, is responsible for facilitating the Transaction and may seek the professional support of the CSP, which is free of charge up to the extent specified in the Pricing Policy. The legal and due diligence expert partners involved in the Transaction are designated by the CSP at the expense of the Campaign Owner, with whom the Campaign Owner agrees before the Campaign launch. Lawyers and other Parties are contracted by the CSP to ensure maximum professionalism.

The Transaction shall be conducted in the Delivery versus Payment (“DVP”) method, that means that the Campaign Owner receives funds in exchange for issuing and allocating the shares to its Investors. The Transaction is closed when the Investors received their shares and that is reported either by each Investor to the CSP or the Issuer issues a certificate and submits the Shareholders’ Registry to the CSP.

(64)Transitional period rules Recital (69), (76), Article 48 The CSP shall be operating in Malta, with its heaquarters. After authorization, primarily, but not exlusively, the following four (4) changes will occur:

1.       Capital threshold will be lifted from one million euro (EUR 1,000,000) p.a to five million euro (EUR 5,000,000) p.a;

2.       Term sheet is replaced by the KIIS;

3.       The KIIS will be submitted to the NCA;

4.       Bullentin Board service will be launched.

The current “horizontal” business modell will remain, that is, further regulated services sush as payment, safekeeping, and securities account keeping will remain outsourced until the CSP upgrades to MiFID II.

(65) Users (Clients),
User profile,Verified User
Recital (10), Article 2 (g) Users or Clients are legal or natural persons who have registered on the Platform with their email address or social media profile, but haven’t yet completed the identification process (preliminarily not identified) and have no access to the KIIS on the Campaign page.

The User becomes a Verified User after successfully completing the Verification (KYC) process and becomes an Investor after obtaining the Investor status.

(66) Verification (KYC) process Third-party service The CSP conducts a verification process, as defined in the GTC and in accordance with the Data Privacy Notice, to verify the User’s identity, data, and documents, which results in the User becoming a Verified User. The embedded service of the authorized KYC service provider is to verify Users before they can indicate interest in investing.
(67) Visitor A viewer of the website who is not yet registered on the Platform, but only a visitor of the website who has contacted the CSP’s customer service or subscribed to its newsletter but has not yet been registered to the Platform.















  • az számít annak amit felveszünk meg amit mi szervezünkD