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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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