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Procedure for Cooperation with ICO Customers

APPROVED BY

Order of the Director of
DFS LLC

No. 4 dated July 11, 2019

Chapter 1. GENERAL PROVISIONS

 

1. The Procedure for Cooperation with ICO Customers (hereinafter referred to as the Procedure) is developed in accordance with the Rules for the Provision of Services related to Creation and Offering of Digital Tokens and Effecting of Operations on Creation and Offering of Own Digital Tokens, approved by the resolution of the Supervisory Board of the Hi-Tech Park (hereinafter referred to as the Rules and the HTP respectively), local regulations of DFS Limited Liability Company (hereinafter referred to as the Company), governing the procedure of the provision of services related to token creation, offering, and exchange.

2. This Procedure specifies the cooperation with ICO customers within the provision of services related to digital token (hereinafter referred to as the token) creation and offering.

3. For the purposes of this Procedure, the following terms shall have the following meanings:

3.1. ICO Customer shall mean a legal entity (both a resident of the Republic of Belarus, including a HTP resident, and a non-resident of the Republic of Belarus) or an individual entrepreneur who is a HTP resident, entered into a contract with the Company based on which the Company provides services related to token creation and offering through the use of the Internet (hereinafter referred to as the services on token creation and offering);

 

3.2. White Paper shall mean a document containing information on the activity for which investments are raised by means of offering of tokens and on a person who is intending to carry out such activity;

3.3. LR shall mean a local regulation;

3.4. Business day shall mean any calendar day save for Saturday, Sunday, and other days when banks and non-bank credit and financial institutions might not operate in the Republic of Belarus;

3.5. Stable Coins shall mean own tokens of the Company, which certify their owner's rights to certain amount of money determined during their creation and offering;

3.6. The use of Project or the Project for implementation of which the investments are raised through offering the tokens shall be understood as a complex of activities including making investments by one or several methods aimed at achieving the specific results upon its completion.

4. Other terms used in this Procedure shall have meanings defined by the Decree No. 8 of the President of the Republic of Belarus "On Development of Digital Economy" dated December 21, 2017 and other legal acts.

 

Chapter 2. GENERAL REQUIREMENTS FOR THE ICO CUSTOMERS 

5. The services on token creation and offering shall only be provided to the persons specified in sub-clause 3.1. hereof as the ICO Customers.

6. The ICO Customer shall have the following persons involved under employment or civil contract:

6.1. a head (a person who performs manager's functions under civil contract) (hereinafter referred to as the Head);

6.2. a chief accountant (a person who maintains accounting records under civil contract) (hereinafter referred to as the Chief Accountant);

6.3. a person responsible for implementation of Project for implementation of which the investments are raised through offering the tokens, or for carrying out any other activity (other actions) for (within) which the investments are raised through offering the tokens (hereinafter referred to as the responsible person);

6.4. a person responsible for system administration and information security;

6.5. a person responsible for risk management.

7. Sub-clauses 6.1 and 6.2 of the Procedure shall not apply to the ICO Customer which is an individual entrepreneur who is a HTP resident. The ICO Customer which is an individual entrepreneur who is a HTP resident shall be entitled to assume functions of the responsible person.

8. The ICO Customer, ICO Customer's property owner, founders (members), Head, Chief Accountant, responsible person, person responsible for system administration and information security, person responsible for risk management, certify that they meet the following requirements for the goodwill:

8.1. having no outstanding or unexpunged convictions for crimes against property and normal order of economic activity, crimes against information security;

8.2. for the last two years, having no facts of employment agreement (contract) termination at the employer's initiative in case that the person commits wrongful acts that form the basis for the employer's loss of confidence in this person;

8.3. for the last two years, having no facts of employment agreement (contract) termination for causes acknowledged as discrediting circumstances of dismissal under clause 6 of the Decree No. 5 of the President of the Republic of Belarus "On Enhancing Requirements for Senior Executives and Employees of Companies" dated December 15, 2014;

8.4. for the last three years, having no court judgement came into effect that establishes the facts of committing wrongful acts resulted in bankruptcy of a legal entity;

8.5. having no order of a prosecuting authority on initiating a criminal case against the respective person, or on considering that person a suspect, or on involving that person in a criminal case as a defendant.

9. The compliance with the requirements set forth in clause 8 of this Procedure shall be determined in the Republic of Belarus, except for the requirements set forth in sub-clauses 8.1, 8.4, and 8.5, the compliance with which shall be determined in the Republic of Belarus and the state (states) of the citizenship (nationality) of the relevant individual.

10. The persons specified in clause 8 hereof who are the residents of the Republic of Belarus shall provide documents certifying their compliance with the requirements specified in sub-clauses from 8.1. to 8.5. 

11. The persons specified in clause 8 hereof who are non-residents of the Republic of Belarus shall provide a written declaration of their compliance with the requirements specified in clause 8 of the Procedure, except for the requirement set forth in sub-clause 8.1., the compliance with which shall be certified in accordance with the procedure provided for by clause 10 of the Procedure. The declaration may be provided by submitting the document signed by the person filing the declaration, or by sending an image of this document via email or by fax.  This declaration shall not be accepted if the Company has materials evidencing non-compliance of the ICO Customer with the requirements.

12. The ICO Customer shall provide evidence of the following:

12.1. that the ICO Customer has approved a LR establishing the risk management procedure and procedure of compliance with the relevant requirements of the Rules;

12.2. that the ICO Customer's officer responsible for the risk management:

  • is subordinated directly to the head (save for the case where the customer is an individual entrepreneur who is a HTP resident and where this officer is subordinated directly to this individual entrepreneur);
  • identifies principal risks arising during carrying out by the ICO Customer of its activity, their sources, and manages the risks common for it taking into account their seriousness;
  • on monthly basis, informs the head about the facts of materialization of risks arising during carrying out by the ICO Customer of its activity, and the measures taken due to these facts, or about lack of such facts in the preceding month;

12.3. that the salary of the officer responsible for the risk management, including incentive payments, does not depend on financial results of the ICO Customer existing based on the implementation of Project, for implementation of which the investments are raised through offering the tokens;

12.4. that the ICO Customer has set up a conflict of interest management in its activity;

12.5. That the ICO Customer has approved a LR that defines the measures for avoiding the conflict of interest and its emergence conditions, as well as for managing the conflict of interest, based on the nature of each of the conflict of interest arisen or its emergence conditions formed;

12.6. that the ICO Customer has ensured information security (cybersecurity) in its activity in accordance with the requirements of Chapter 6 of the Rules;

12.7. that the ICO Customer has no overdue payments to the budget and (or) state special-purpose budgetary and (or) non-budgetary funds in the state of its location (permanent residence).

13. The ICO Customer shall ensure disclosure of the following information about the material facts (events, actions) relating to its financial and economic activities, which may affect the cost of its tokens, on its website: 

13.1. commencement of reorganization (liquidation) proceedings in respect of the ICO Customer, its subsidiaries and affiliates, unitary enterprises established by it;

13.2. initiation of proceedings in the case on insolvency (bankruptcy) against the Customer;

13.3. list of founders (members) of the ICO Customer (if the Customer is a business entity);

13.4. effecting transactions with 10 or more percent of shares (stake in the authorized capital or property membership unit in the amount of 10 and more percent) of the ICO Customer;

13.5. arising of facts of the non-compliance of the Customer, Customer's property owner, founders (members), head, chief accountant, responsible person, with the requirements for the goodwill stipulated by clause 8 of this Procedure.

This disclosure shall be made immediately after emergence of the relevant circumstances.

14. The Company may provide the services on token creation and offering to the ICO Customer, which has not provided the declaration of conformity with the requirements stipulated by sub-clauses 12.1 – 12.6 of the Procedure if the contract between the Company and the ICO Customer stipulates as the material condition thereof the provision by the Company of the services aimed at ensuring the ICO Customer compliance with these requirements as of the time of token offering commencement and that are to be provided before the date of the token offering, unless otherwise stipulated by clause 16 of the Procedure.

In case the contract entered into between the Company and the ICO Customer stipulates for the provisions on escrow (the provisions establishing the circumstances upon emergence of which Stable Coins received from initial owners of the offered tokens shall be transferred from the Company to the ICO Customer taking into account the level of risks arising during the ICO Customer's activity), the Company may provide the services on token creation and offering to such ICO Customer, including where there is no officer responsible for risk management appointed by the ICO Customer and where there is no declaration of its conformity (its non-conformity) with the requirements of sub-clauses 12.1 – 12.3 of the Procedure.

 

Chapter 3. ICO SERVICES PROVISION PROCEDURE

15. The Company shall not provide services on token creation and offering to such ICO Customers that do not meet one or more requirements specified in Chapter 2 hereof, or that refuse to provide documents needed to certify the compliance with the requirements.

16. If the Company has information (materials) proving that the ICO Customers that are non-residents of the Republic of Belarus do not meet the requirements set forth in sub-clauses 8.2. – 8.5. hereof, the Company shall not accept the written declaration from the ICO Customer or provide services on token creation and offering. In that case, the sources of information may include: information from official websites of state authorities and other institutions, including foreign ones, on the Internet, undesired client bases, etc.

 

Chapter 4. ICO CUSTOMER PROFILE GENERATION 

17. A Company's employee appointed as a person responsible for the provision of consultations and cooperation with the ICO Customer shall prepare an order for services on token creation and offering specifying material terms and conditions of the contract based on the model form under Annex 1 to this Procedure.

18. Based on the above order, the person responsible for the provision of consultations and cooperation with the ICO Customer shall request from the ICO Customer the necessary documents and generate the ICO Customer's profile in accordance with this Procedure.

19. A Company's Legal Advisor shall carry out ICO Customer's goodwill audit within five (5) business days after documents submission by the ICO Customer.

20. The goodwill audit shall be carried out for the compliance of the ICO Customer and (or) the owner of its property, its founder (member) with the following requirements:

20.1. it is not a wound-up business entity or in the process of being wound up (or in the stage of termination of its activities if the applicant is an individual entrepreneur);

20.2. it has not been declared insolvent (a bankrupt) in accordance with the procedure established by law, or is not at any stage of examination of the case on insolvency (bankruptcy);

20.3. it has no overdue payments to the budget as of the last reporting date;

20.4. the ICO Customer's bank accounts have not been blocked and (or) frozen;

20.5. there is no any other negative information about the ICO Customer (including its involvement in the committing, financing of terroristic, extremist activities, mass destruction weapons proliferation, or money laundering, or in other kind of aiding the above activities) received by the officer responsible for system administration and information security based on results of the audit, which is essential for decision making.

21. To carry out the audit of goodwill and generate the profile, the ICO Customer shall provide the following documents:

21.1. a copy of certificate of state registration;

21.2. a copy of valid constitutive documents;

21.3. a statement of compliance with the rules of anti-corruption laws of the Republic of Belarus (for legal entities that are the residents of the Republic of Belarus), as well as of compliance with the requirements set forth by clause 18 of this Procedure, executed according to the model form under Annex 2 to this Procedure;

21.4. documents in accordance with clause 8 hereof (list of documents under Annex 3 to this Procedure);

21.5. completed profile according to the model form under Annex 4 to this Procedure;

21.6. consent of the persons specified in clause 8 hereof to provide information from information sources kept by the Ministry of Internal Affairs of the Republic of Belarus and the National Bank of the Republic of Belarus, as well as other authorities and (or) institutions authorized by the state to keep such data files, according to the model form under Annex 5 to this Procedure;

21.7. statement of availability of officers responsible for Project implementation, risk management, system administration and information security, as well as of existence of the LRs and compliance with the requirements stipulated by clause 12 of this Procedure, according to the model form under Annex 6 to this Procedure, with attachment of copies of approved LRs, job procedures, etc. If the Company provides the services in full or in part under clause 14 hereof, the statement shall be amended with specification of the scope of these services.

 

Chapter 5. CUSTOMER'S INTERNAL CONTROL MAINTENANCE 

22. The Company recommends the ICO Customer, when building the internal control system, to:

22.1. appoint an officer responsible for provision of compliance with the laws and local regulations, or create a subdivision for effecting internal control that is to be headed by this officer;

22.2. approve a LR establishing the internal control procedure, which is to be consistent and detailed adequately in respect of the scale and complexity of activity of the certain customer.

23. Non-acceptance of recommendations specified in clause 22 hereof by the ICO Customer shall not prevent from entering into contract for the provision of services by the Company to the ICO Customer.

 

Chapter 6. REQUIREMENTS FOR INFORMATION SECURITY OF THE CUSTOMER

24. In the event the ICO Customer provides the declaration stating that it has ensured the information security (cybersecurity) for carrying out its activity in accordance with the requirements of the Rules, the Company shall confirm the fact of compliance or non-compliance with these requirements through (Annex 6, 9 to this Procedure):

24.1. the check of the job procedure approved by the head of the ICO Customer for the person responsible for system administration and information security, for the availability of information security (cybersecurity) provision functions in accordance with the Rules;

24.2. the review of the approved LR on provision of the information security (cybersecurity) of the ICO Customer activity for presence of the following information therein:

  • obligation of the officer responsible for system administration and information security to submit reports stipulated by clauses 25 and 30 hereof;
  • technical, software and organizational measures aimed at information protection in accordance with clauses 26 and 27 hereof; 
  • technical, software and organizational measures aimed at maintenance of uninterrupted operation of information system(s) and its (their) fast recovery after its (their) failure in accordance with clause 275 hereof;
  • monitoring of the information security system in accordance with clause 297 hereof;
  • periodic testing of the information security (cybersecurity) system in accordance with clause 30 hereof;
  • carrying out training and knowledge assessment of the Customer's employees in part of information security in accordance with clause 319 hereof.

25. The ICO Customer shall agree with the Company on the frequency of execution and filing of the information security (cybersecurity) status report identifying the information about the status of ICO Customer's information system(s) protection; analysis of risks to which this system (these systems) is (are) exposed taking into account information technology development; facts of these risks materialization in the reporting period and measures taken in response; ICO Customer's information security (cybersecurity) system efficiency level and suggestions on its improvement.

26. Technical, software and organizational measures on the information protection shall be developed in accordance with the legal requirements and taking into account world best practices established in this field. The measures shall include, inter alia: personal data operating instruction; application of means of technical security and (or) cryptosecurity of information; limitation of persons authorized to access the Customer's information system; application of multifactor authentication to access the information system.

27. Technical, software and organizational measures aimed at maintenance of uninterrupted operation of the ICO Customer's information system(s) shall be developed in accordance with the requirements of legislation on information protection and taking into account the world best practices established in this field.

The measures specified in part one of this clause shall include, inter alia:

identification of the moment (circumstances) upon emergence of which the measures are to be taken;

clear division of functions of the employees when the moment comes (circumstances arise);

establishment of backup possibilities for information storage;

establishment of reserve locations to process information.

28. The ICO Customer shall provide the Company with the plan of information system(s) early recovery after its (their) failure, including after its (their) crash (including the measures on data restoring in case of their change or damage), approved by the ICO Customer.

29. The ICO Customer shall regularly monitor the information security (cybersecurity) system that includes surveillance, analysis, establishing cause-effect relationships, which shall be conducted by the ICO Customer in order to carry out permanent evaluation of actual status of its information security system to early identify the reasons and circumstances which facilitate (might facilitate) ICO Customer's information system(s) operation interruption (data corruption, theft) and timely elimination or prevention of them.

30. The ICO Customer shall conduct information security (cybersecurity) system testing at least once a year and file a report on the testing results to the Company.

During the information security (cybersecurity) system testing, the ICO Customer shall also conduct penetration test within which the persons who conduct the test shall attempt to break through the information security (cybersecurity) elements (means) of the ICO Customer's information system from outside by simulating unwarrantable interference with (unauthorized access to) information system operation by third parties aimed at interruption of this operation (data corruption, theft). To conduct this test, it is needed to involve, among others, persons who are not the person responsible for system administration and information security or the employees of system administration and information security subdivision of the ICO Customer.

31. The ICO Customer shall ensure training and knowledge assessment of its employees whose duties include performance of work using the information system, in part of information security (cybersecurity), and submit the approved action plan and training register to the Company.

32. If the Company provides information security (cybersecurity) services, the requirements specified in clauses 22-31 of this Procedure shall be fulfilled by the Company that shall, among other things, draw up the LRs, report and other documents.

 

Chapter 7. CONCLUSION OF THE CONTRACT 

33. Based on results of the goodwill audit and audit of compliance with the requirements under the Procedure and the Rules, the officer responsible for system administration and information security, together with the Company's employee appointed as a person in charge for consulting of and cooperation with the ICO Customer, shall draw up a report and submit Customer's profile for consideration and approval by the Company Chief Operating Officer.

34. Upon documents approval by the Company Chief Operating Officer, the Company's employee appointed as a person in charge for consulting of and cooperation with the ICO Customer shall provide the profile and report to the Head of the Company. Based thereon, the Head of the Company shall decide on conclusion of the contract with the ICO Customer and approve the material terms and conditions of ICO organization (Annex 1 to this Procedure).

35. According to the terms and conditions approved, the Company's employee appointed as a person in charge for consulting of and cooperation with the ICO Customer shall prepare the following documents:

  • contract with the ICO Customer (model form under Annex 7 to this Procedure);
  • White Paper, if the Company undertakes to draw it up (the requirements for White Paper content are specified in Annex 8 to this Procedure);
  • other documents in accordance with the material terms and conditions of the contract.

36. In the event the ICO Customer shall draw up the White Paper by itself, it shall file it to the Company before the contract for the provision of token creation and offering services is concluded. The officer responsible for compliance with rules and procedures of the HTP shall conduct an audit of the White Paper compliance with the requirements of the Rules in accordance with Annex 8 to this Procedure.

   

Chapter 8. ADDITIONAL CONTROL OVER ICO CUSTOMER 

37. The Company's legal advisor shall conduct re-audit of the ICO Customer's goodwill during the term of contract if there is any information about material facts (events, actions) relating to the ICO Customer's financial and economic activity which may affect ICO Customer's fulfillment of obligations under the offered tokens as set forth in clause 13. of the Procedure.

38. The person in charge for consulting of and cooperation with the ICO Customer shall monitor fulfillment of the contract material terms and conditions by both the ICO Customer and the Company, as well as service fee payment by the ICO Customer, on monthly basis. Among other things, the ICO Customer shall submit to the Company a monthly report on compliance of the application of the raised funds with the targets established by the White Paper.

39. The person in charge for consulting of and cooperation with the ICO Customer shall carry out annual monitoring of disclosure of annual accounting (financial) statements (balance sheet, profit and loss statement, statement of change in equity, cash flow statement, notes to the accounting statements) by the ICO Customer on its website.

40. The officer responsible for compliance with rules and procedures of the HTP shall carry out monthly monitoring of compliance of the ICO Customer's advertising activities in respect of the offered tokens with the requirements set forth by the Rules.

41. The officer responsible for system administration and information security of the Company shall carry out ongoing monitoring of the compliance with the information security law requirements in accordance with Chapter 5 of the Procedure.

42. The information gathered in respect of the ICO Customers under clauses 37-41 of the Procedure shall be submitted for review by the head within the monthly monitoring of the ICO Customers to evaluate the risks of cooperation with this Customer.

43. Based on audit results, the Company Director shall decide whether to continue working under the concluded contract or terminate the respective contractual relations with the ICO Customer.

 

Chapter 9. CONTRACT PERFORMANCE 

44. Upon contract conclusion, the Company shall post the White Paper and other information about the tokens (period of offer, minimum and maximum amount of tokens for one operation (transaction), period of sale, interest rate) on its website: finstore.by.

45. The Company shall create for the ICO Customer a personal account and virtual wallet based on that account.

46. Stable Coins received from initial users in exchanged for ICO Customer's tokens shall be kept in the virtual wallet of the ICO Customer. At the same time, monetary funds in the amount equal to the Stable Coins nominal value shall be kept in the Company's current (settlement) account.

47. Upon completion of token sale or arising of the circumstances specified by the contract for the provision of token creation and offering services concluded with the Company, the ICO Customer shall initiate exchange of Stable Coins for the monetary funds in the personal account. The Company shall transfer the respective amount of money to the current (settlement) account of the ICO Customer within two business days upon initiation of the operation (transaction) by the ICO Customer. Therewith, according to the contract, the Company may charge a fee from the ICO Customer.

48. The Company shall be entitled to repudiate the contract in case the Customer violates this Procedure, Regulations, and other legislative acts of the Republic of Belarus.

 

 

Annex 1

to the Procedure for Cooperation
between DFS LLC and ICO Customer

Model Form

 

Order for ICO organization

Name of ICO Customer

 

Projected maximum investment amount

 

Projected investment currency

 

Projected term for investment attracting 

 

Projected return to investor

 

Projected income payment frequency

 

Projected nominal value of one token

 

Projected total number of tokens

 

Determination of contract material terms and conditions

 

DFS LLC shall provide risk management services to the ICO Customer

YES/NO

DFS LLC shall provide services on the provision of information security (cybersecurity) of the ICO Customer's activity for the ICO Customer

YES/NO

DFS LLC shall provide services on the management of conflict of interest in the ICO Customer's activity

YES/NO

DFS LLC shall provide services on the development of the White Paper

YES/NO

DFS LLC shall provide promotion services for the Customer's tokens

YES/NO

The contract contains provisions on escrow

YES/NO

                 

 

 

Annex 2

to the Procedure for Cooperation
between DFS LLC and ICO Customer

Model Form

STATEMENT

 We hereby declare that our company:

  • complies with the provisions of the anti-corruption legislation of the Republic of Belarus;
  • is not a wound-up business entity, is not in the process of being wound up (or in the stage of termination of its activities if the applicant is an individual entrepreneur);
  •  
  • has not been declared insolvent (a bankrupt) in accordance with the procedure established by law, or is not at any stage of examination of the case on insolvency (bankruptcy);
  •  
  • has no overdue payments to the budget and (or) state special-purpose budgetary and (or) non-budgetary funds in the state of location (permanent residence);
  • has no any negative information in its respect (including information about its involvement in the committing, financing of terroristic, extremist activities, mass destruction weapons proliferation, or money laundering, or in other kind of aiding the above activities);
  • and the company's bank accounts have not been blocked and (or) frozen.

 

Head                                                   (print full name)

 

L.S.  (date)

  

Annex 3

to the Procedure for Cooperation
between DFS LLC and ICO Customer

 

Documents certifying the compliance of the ICO Customer, its property owner (members (founders)), individual officers with the requirements for the goodwill

 

Having no outstanding or unexpunged convictions for crimes against property and normal order of economic activity, crimes against information security in the Republic of Belarus and the state(s) of the citizenship (nationality) of the natural person;

Having no order of a prosecuting authority of the Republic of Belarus or the state(s) of the citizenship (nationality) of the respective natural person on initiating a criminal case against him/her, or on considering him/her a suspect, or on involving him/her in a criminal case as a defendant

Certificate of having (no) criminal proceedings (convictions) issued by internal affairs department

(non-resident's written declaration)

Having no facts of employment agreement (contract) termination at the employer's initiative in the Republic of Belarus for the last two years in case that the person commits wrongful acts that form the basis for the employer's loss of confidence in this person;

Having no facts of employment agreement (contract) termination in the Republic of Belarus for the last two years for causes acknowledged as discrediting circumstances of dismissal under clause 6 of the Decree No. 5 of the President of the Republic of Belarus "On Enhancing Requirements for Senior Executives and Employees of Companies" dated December 15, 2014;

Employment record book (non-resident's written declaration)

Having no court judgement came into effect for the last three years that establishes the facts of committing wrongful acts resulted in bankruptcy of a legal entity in the Republic of Belarus and the state(s) of the citizenship (nationality) of the respective individual

Certificate of having no court judgements on subsidiary liability for wrongful acts resulted in bankruptcy of a legal entity that came into effect issued by the Supreme Court of the Republic of Belarus (non-resident's written declaration)

 

 

 

Annex 4

to the Procedure for Cooperation
between DFS LLC and ICO Customer

Model Form

 

PROFILE of the ICO Customer

 

The information shall be specified as of date of profile completion.

All profile lines must be completed.

If there is no information, specify "N/A" in the column.

 

Applicant's name ____________________________________

 

GENERAL INFORMATION ABOUT LEGAL ENTITY

 

1. Official name (full name with identification of legal form)

 

 

2. UNP (Payer's Identification Number)

 

 

 

 

 

 

 

 

 

3. Year of incorporation

 

 

4. Company status

Mother  Subsidiary  Branch  Representative office  other (specify)

 

 

5. Location physical and registered addresses are the same

 

registered office

physical address

postal code

 

 

region/district

 

 

city/location

 

 

Street

 

 

House

 

 

building/section

 

 

room/office

 

 

phone numbers

( ____ ) __________________

   Code

( ____ ) __________________

   Code

( ____ ) __________________

   Code

( ____ ) __________________

   Code

fax numbers

( ____ ) __________________

   Code

( ____ ) __________________

   Code

 

6. Email

 

7. Web

 

 

8. Articles of Association

registered as of

_______ ______

as amended on

______ ______

 

9. Information about the authorized fund

stated authorized fund, amount, currency

 

 

formed authorized fund, amount, currency

 

 

last day of formation

_______ _____________ _________

 

10. Authorized fund distribution[1]

founder (shareholder, member)

(in case of legal entities, specify full name, UNP;

in case of individuals, specify full name, passport details: series, No., personal number)

country of

registration

share in the authorized fund, %

 

 

 

 

 

 

 

11. Information about state registration

number of decision on state registration

 

date of registration

 

name of the registration authority

 

place of registration

 

 

KEY PERSONS

 

12. Head

Title

 

 

date of execution of the current contract: ____ ________ _____; term of the contract: until ____ ________ _____.

Full name

 

 

date and place of birth

________________, _______

personal number

 

passport details

series _____ No. ______________ issued on ____ ____ ______, by:

Education

 secondary  vocational  higher  undergraduate

registered address

 

residence address (if different from registered address)

 does not differ from registered address

 

Full name of spouse

 

 

length of experience as a head of a legal entity (years, months)

 

concurrent service in other legal entities

 

Contact phone number

Office phone number ( ____ ) ___________________

                                    code

Mobile phone number ( ____ ) _______/( ____ )

                                       code                        code

 

13. Chief Accountant

Full name

 

 

date and place of birth

________________, _______

personal number

 

passport details

series _____ No. _________________ issued on ____ ____ ______, by:

Education

 secondary  vocational  higher  undergraduate

registered address

 

residence address (if different from registered address)

 does not differ from registered address

 

Full name of spouse

 

 

length of experience as a chief accountant of a legal entity (years, months)

 

Contact phone number

Office phone number ( ____ ) ___________________

                                     code 

Mobile phone number ( ____ ) _________/( ____ )

                                        code                        code

 

14. Person responsible for Project implementation

Full name

 

 

date and place of birth

________________, _______

personal number

 

passport details

series _____ No. _________________ issued on ____ ____ ______, by:

Education

 secondary  vocational  higher  undergraduate

registered address

 

residence address (if different from registered address)

 does not differ from registered address

 

Contact phone number

Office phone number ( ____ ) ___________________

                                     code 

Mobile phone number ( ____ ) _________/( ____ ) _____

                                       code                        code

Document certifying the authorities

of the Authorized Representative (name, number, date, validity period) 

 

 

15. Person responsible for system administration and information security

Full name

 

 

date and place of birth

________________, _______

personal number

 

passport details

series _____ No. _________________ issued on ____ ____ ______, by:

Education

 secondary  vocational  higher  undergraduate

registered address

 

residence address (if different from registered address)

 does not differ from registered address

 

Contact phone number

Office phone number ( ____ ) ___________________

                                     code 

Mobile phone number ( ____ ) _________/( ____ ) ______

                                       code                        code

Document certifying the authorities

of the Authorized Representative (name, number, date, validity period) 

 

 

16. Person responsible for risk management (shall not be specified if these services are to be provided by DFS LLC)

Full name

 

 

date and place of birth

________________, _______

personal number

 

passport details

series _____ No. _________________ issued on ____ ____ ______, by:

Education

 secondary  vocational  higher  undergraduate

registered address

 

residence address (if different from registered address)

 does not differ from registered address

 

Contact phone number

Office phone number ( ____ ) ___________________

                                     code 

Mobile phone number ( ____ ) _________/( ____ )

                                       code                        code

Document certifying the authorities

of the Authorized Representative (name, number, date, validity period) 

 

 

INFORMATION ABOUT THE COMPANY'S ACTIVITY

 

17. Type(s) of activities conducted (specify)

 main activity

start date of activity

share in the total

scope, %

Common Classifier of Economic Activity (code)

 

 

 

 

 

 

 

 

 other types of activity actually conducted (in case of activity diversification)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Х

 

100

Х

  

INFORMATION ABOUT FINANCIAL OPERATIONS

18. Servicing banks

Bank name

BIC

account number

type of account[2]

Currency

 

 

 

 

 

 

 

 

 

 

 19. Cash inflow to the current (settlement) bank accounts[3] by currency (for the last 6/12 months)

 none            present  

(fill in the table if present)

name of currency

amount in equivalent (BYN)

% of total inflow amount

Belarusian rubles

 

 

US dollars

 

 

Euro

 

 

Russian rubles

 

 

other

 

 

Total

 

100

 20. Lack of activities for the last 12 months

none                                present

(fill in the table if present – specify X in months when there were no revenue)

January

February

March

April

May

June

July

August

September

October

November

December

 

 

 

 

 

 

 

 

 

 

 

 

 21. Overdue accounts receivable and accounts payable

none            present

 

ADDITIONAL INFORMATION

 22. Presence of claims and disputes against the company filed or initiated by tax, judicial and other controlling authorities (for the last 12 months)

none            present

(fill in the table if present)

name of authority

substance of claim

amount

(in BYN)

date of arising

date of termination

 

 

 

 

 

 

 

 

 

 

 

23. Is there any court judgements which have not been executed by the company?

 Yes

 No

24. Is there any claims filed against the company through civil proceedings?

 

 Yes

 No

25. Contact persons of the company responsible for cooperation with DFS LLC

Full name

title

phone number

competence

1.

 

 

 

2.

 

 

 

3.

 

 

 

 The undersigned certify that the entire information and data stated above are true, correct, and authorize DFS LLC to receive consultations and carry out audits of data and information stated in this profile and in other documents provided by the applicant.

The undersigned give their consent for processing, storage and use of data specified in this profile and other documents submitted, by DFS LLC.

 

Head   _______________________             ________________________

                                        (signature)                            (initials, surname)

L.S.

Chief Accountant       _________________             ________________________

                                        (signature)                             (initials, surname)

 

Representative           _________________             ________________________

                                        (signature)                              (initials, surname)

 

Person in charge for profile drawing up

 

______________________________                ______________              __________________

  (position name)                                                       (signature)                (initials, surname)

 

_____________________________                                    _______________, 20_______

(contact phone number)                                                        (date of profile filling-in)

 

Annex 5

to the Procedure for Cooperation
between DFS LLC and ICO Customer

Model Form

 

CONSENT No. ______

for the provision of information from information sources kept by the Ministry of Internal Affairs of the Republic of Belarus and the National Bank of the Republic of Belarus, as well as other authorities and (or) institutions authorized by the state to keep such data files

 

          I, __________________________________________________________________,

(Full name)

identification number __________________________, give my consent to DFS LLC (hereinafter referred to as the Personal Data User) to provide it with the information about me from the information sources kept by the Ministry of Internal Affairs of the Republic of Belarus and the National Bank of the Republic of Belarus, other authorities and (or) institutions authorized by the state to keep such data files, and authorize the Personal Data User to carry out the check of my personal data and give my consent to do so.

         

Note. The consent for the provision of information from information sources executed within the term of transaction entered into between the Personal Data User and the personal data subject shall remain in force throughout the term of the transaction until its termination in accordance with the procedure established by laws of the Republic of Belarus.

 

__________, 20__

 

 

 

 

                                                                (signature)      

 

Note of DFS LLC:

 

The consent is accepted on _______________, 20__

 

 

 

 

 

                   (position name                                                            (signature)                          (initials, surname)   

   of the executive)           

 

 

 

Annex 6

to the Procedure for Cooperation
 between DFS LLC and ICO Customer

Model Form

 

To DFS LLC

STATEMENT

 We hereby declare that our company:

has approved the LR establishing the risk management procedure;

the officer responsible for risk management is subordinated directly to the head, identifies principal risks arising during carrying out by the company of its activity, their sources, and manages the risks common for it taking into account their seriousness; informs the head about the facts of materialization of risks arising during carrying out by the customer of its activity, and the measures taken due to these facts, or about lack of such facts in the preceding month, on monthly basis;

the salary of the officer responsible for the risk management, including incentive payments, does not depend on financial results of the company existing based on the implementation of Project, for implementation of which the investments are raised through offering the tokens;

has set up a conflict of interest management in its activity;

has approved the LR that defines the measures for avoiding the conflict of interest and its emergence conditions, as well as for managing the conflict of interest, and implements these measures based on the nature of each of the conflict of interest arisen or its emergence conditions formed;

has ensured information security (cybersecurity) in its activity.

 

Attachment: 1. LT establishing the risk management procedure on ... sheets in ... copies;

                        2. Order on appointing the officer responsible for risk management on ... sheets in ... copies;

                        3. Job procedure of the person responsible for risk management on ... sheets in ... copies;

                        4. LR on conflict of interest management on ... sheets in ... copies;

                        5. LR on provision of the information security (cybersecurity) of the company's activity on ... sheets in ... copies;

                        6. Order on appointing the officer responsible for the provision of information security on ... sheets in ... copies;

                        7. Job description of the person responsible for the provision of information security on ... sheets in ... copies;

 

Head                                                   (print full name)

 L.S. (date)

  

Annex 7

to the Procedure for Cooperation
 between DFS LLC and ICO Customer

 

CONTRACT FOR CREATION AND OFFERING OF DIGITAL TOKENS No. [•]

Minsk

[•].[•].2019

[•] (hereinafter referred to as the Customer) represented by [•] acting under [•], of the one part,

and

DFS Limited Liability Company (hereinafter referred to as the Organizer) represented by the Director, V.Ye. Lastovsky, acting under the Articles of Association, of the other part,

hereinafter collectively referred to as the Parties, and individually as the Party,

WHEREAS:

(А)           The Customer is engaged in [•];

(Б)           The Customer is willing to raise investments for [•] through creation and offering of digital tokens (hereinafter referred to as the Tokens);

(В)           The Organizer is a resident of the Hi-Tech Park (decision on registration as a resident of the Hi-Tech Park, protocol No. [•]) and has a right to carry out activity involving provision of services related to the digital tokens creation and offering using the Internet, including the services on digital tokens promotion, consulting services and other related services;

have entered into this contract for creation and offering of digital tokens No. [•] (hereinafter referred to as the Contract) as follows:

1. Terms and Definitions

1.1. The terms and definitions used in the Contract:

 1.1.1. Stable Coin shall mean a digital token which certifies the rights of its owner to the certain amount of money in Belarusian rubles or in foreign currency established at the moment of its creation and offering. The nominal value per one Stable Coin is equal to the amount of money in Belarusian rubles or in foreign currency, the rights to which it certifies.

1.1.2. Trade Secret shall mean information disclosed by one Party to another in connection with conclusion and (or) performance of the Contract with marking it as confidential in writing.

1.1.3. Platform shall mean an information system used by the Organizer in its activity, which involves provision of services related to the digital tokens creation and offering using the Internet, located on the Internet, a global computer network, at the unique address (URL)[•].

1.1.4. Rules for Token Creation and Offering shall mean the rules for the provision of services related to creation and offering of digital tokens and effecting of operations on creation and offering of own digital tokens, approved by the resolution of the Supervisory Board of the Hi-Tech Park.

1.1.5. Website shall mean the Customer's website located on the Internet, a global computer network, at the unique address (URL) [•].

1.1.6. Specifications shall mean Customer's specifications set forth in Annex No. 1 to the Contract.

1.1.7. Account shall mean the Customer's account on the Platform.

1.1.8. Other terms used in the Contract shall be used in the meanings defined in the Contract preamble, Decree No. 8 of the President of the Republic of Belarus "On Development of Digital Economy" dated December 21, 2017, other legislation of the Republic of Belarus, acts of the Supervisory Board of the Hi-Tech Park.

2.  Scope of the Contract

2.1. The Organizer undertakes on behalf and at the expense of the Customer, in accordance with the specifications, to:

2.1.1. create and offer Tokens;

2.1.2. satisfy the Tokens owners' claims for transfer of Stable Coins to them which are stipulated during Token creation and offer. For the purpose of these claims satisfaction, the Organizer undertakes to accept Stable Coins from the Customer and transfer them to the owners of the relevant Tokens within the term established by clause 4 of Annex No. 1 to the Contract.

2.2. As per the Customer's order agreed between the Parties in Annex No. 2 to the Contract, the Organizer is entitled to provide the Customer with the services aimed at provision of the Customer's compliance with the requirements set forth in sub-clauses 4.3.1 – 4.3.3 of the Rules for Token Creation and Offering.

2.3. The Organizer is entitled to provide the Customer with the service on development of the White Paper in accordance with sub-clause 4.1 of clause 4 of the Contract.

2.4. When agreeing on carrying out the activities specified in clause 2.1. of the Contract, the Customer undertakes to pay to the Organizer remuneration, recover costs, and provide the Organizer with funds to fulfill the assignment provided for by sub-clause 2.1 of this clause, in the manner specified by clause 5 of the Contract.

3. Objects of civil rights that will serve as the target item for sale of offered Tokens

3.1. The offered Tokens shall be sold in exchange for Stable Coins.

3.2. The Organizer shall accept Stable Coins from Tokens initial owners in exchange for the offered Tokens and transfer them to the Customer through recording the corresponding amount of Stable Coins for the Customer in its Account. This transfer shall be effected by the Organizer within [•] from the date of completion of Tokens offer, stipulated by clause 8 of Annex No. 1 to the Contract.

3.3. The Customer shall be entitled to exchange the Stable Coins received under the procedure stipulated by sub-clause 3.2 of this clause for the amount of money in Belarusian rubles or in foreign currency the rights to which are certified by the respective Stable Coins, in the manner prescribed by the Stable Coins sale and purchase contract posted on the Internet, a global computer network, at the unique address (URL) [•].

3.4. Stable Coins cannot be transferred from the Customer's virtual wallet address (ID) opened on the Platform to a virtual wallet address (ID) opened outside the Platform.

3.5. The Customer undertakes:

3.5.1. to keep separate accounts for Stable Coins raised in exchange for the offered Tokens and other objects of civil rights owned by the Customer;

3.5.2. not to invest Stable Coins raised in exchange for the offered Tokens in purchasing other kinds of Tokens unless the White Paper stipulates otherwise;

3.5.3. not to use Stable Coins raised in exchange for the offered Tokens for the purposes other than those established in the White Paper and (or) otherwise in violation of this White Paper.

4. White Paper

4.1. The Parties acknowledge that the White Paper which complies with the requirements of paragraphs three and four of part two of clause 18 and part two of clause 19 of the Rules for Token Creation and Offering has been provided by the Customer to the Organizer before execution of the Contract. [The Organizer undertakes to develop for the Customer the White Paper, which complies with the requirements of paragraphs three and four of part two of clause 18 and part two of clause 19 of the Rules for Token Creation and Offering. The Customer, at the Organizer's request made in writing, shall provide the Organizer with assistance in developing the White Paper, including providing the Organizer with information needed for the development of the White Paper within a reasonable time period established in the relevant request of the Organizer. Such information must be true, complete, and up-to-date]. The White Paper has been approved [shall be approved] by the head of the Customer before the date of commencement of Tokens offering set forth by clause 7 of Annex No. 1 to the Contract, with indicating the date of its approval.

4.2. Initial term for the provision of service on development of the White Paper is [•].

4.3. Deadline for the provision of service on development of the White Paper is [•]. This term may be extended by the Organizer unilaterally if the Customer fails to provide information needed for the development of the White Paper within the time period established in the manner prescribed by sub-clause 4.1 of this clause.

4.4. White Paper development service deliverable shall be the White Paper. This deliverable shall be transferred by the Organizer to the Customer to the Customer's email specified in clause 18 of the Contract.

4.5. The Customer undertakes not to introduce any amendments and (or) additions to the White Paper after the date of Tokens offering commencement set forth by clause 7 of Annex No. 1 to the Contract, except for:

4.5.1. changes in rights (claims) of the Tokens owners stipulated at their creation and offering (rights to objects of civil rights which are certified by Tokens), due date of obligations under the offered Tokens upon mutual agreement between all owners of the Tokens of this type;

4.5.2. information about the Customer (name, registered address, email address, payer's identification number);

4.5.3. information about the Organizer (name, registered address, email address, payer's identification number), as well as about contractual relations between the Organizer and the Customer (general description of these relations), about their potential to influence the decisions made by each other (if any), about the interest of Organizer, its founders (members), and its affiliates, in respect of Tokens offering and circulation, or fulfillment of obligations thereunder (if any);

4.5.4. about property owner, founders (members), head, chief accountant, responsible person of the Customer (specifying at least surnames, given names, patronymics (if any) (business names), as well as countries of their citizenship (nationality) (countries of their incorporation)).

4.6. The Customer undertakes to post information about the scope of amendments and (or) additions stipulated by sub-clause 4.5 of this clause on the Website, in good faith and in timely manner.

4.7. The Customer undertakes to post the White Paper on the Website before the date of Tokens offering commencement stipulated by clause 7 of Annex No. 1 to the Contract. This White Paper shall be posted on the Website at least until fulfillment of obligations under all Tokens offered, and if the fulfillment of these obligations is of long-term nature, until termination of their existence.

5. Remuneration, costs and funds needed to fulfill the assignment

5.1. Organizer's remuneration for the execution of assignment stipulated by sub-clause 2.1 of clause 2 of the Contract makes [•] % of the total nominal value of Stable Coins transferred to the Customer in accordance with the procedure stipulated by sub-clause 3.2 of clause 3 of the Contract. The Organizer shall withhold the remuneration amount provided for by this sub-clause from money that are transferred by the Organizer to the Customer in exchange for Stable Coins transferred to the Customer in accordance with the procedure prescribed by sub-clause 3.2 of clause 3 of the Contract under the Stable Coins sale and purchase contract posted on the Internet, a global computer network, at the unique address (URL) [•].

5.2. The Organizer's remuneration for the provision of services stipulated by sub-clause 2.2 of clause 2 of the Contract makes [•] monthly. The Customer shall pay the remuneration stipulated by this sub-clause to the Organizer's bank account specified in clause 18 of the Contract within [•] business days upon signing the service delivery report in accordance with sub-clauses 6.1, 6.2 of clause 6 of the Contract, or from the date when the respective report is considered signed in accordance with sub-clause 6.5 of clause 6 of the Contract. The remuneration payment obligation stipulated by this sub-clause of the Contract shall arise on the date set forth in clause 4 of Annex No. 2 to the Contract and shall terminate on the date set forth in clause 5 of Annex No. 2 to the Contract. The remuneration stipulated by this sub-clause shall be paid to the Organizer's bank account specified in clause 18 of the Contract within [•] business days from the date of the respective service delivery report signing.

5.3. The Organizer's remuneration for the provision of service provided for by sub-clause 2.3 of clause 2 of the Contract makes [•]. The remuneration stipulated by this sub-clause shall be paid to the Organizer's bank account specified in clause 18 of the Contract within [•] business days from the date of the respective service delivery report signing.

5.4. In addition to payment of remuneration stipulated by this clause, the Customer undertakes to recover duly documented costs incurred by the Organizer in connection with execution of the assignment, provision of services to the Customer under the Contract. Pursuant to this sub-clause, duly documented costs shall be paid to the Organizer's bank account specified in clause 18 of the Contract within [•] business days from the date of filing a claim by the Organizer to the Customer for their recovery and providing documents by the Organizer to the Customer confirming these costs.

5.5. The Customer shall provide the Organizer with the funds needed to fulfill the assignment stipulated by sub-clause 2.1.2 of sub-clause 2.1 of clause 2of the Contract, in particular, purchase Stable Coins in the amount sufficient to satisfy the respective claims of the Tokens owners, and transfer them to the Organizer three (3) business days prior to the due date (start of the term) of obligations under the Tokens and termination of term of Tokens circulation. The Customer understands and acknowledges that the Organizer is not able to fulfill its obligation provided for by sub-clause 2.1.2of sub-clause 2.1 of clause 2 of the Contract before the Customer provides the Organizer with the funds under this sub-clause of the Contract. The Customer shall be solely liable to the Tokens owners for failure to fulfill or improper fulfillment of its obligations assumed to the Tokens owners.

6. Service Delivery Report

6.1. The Organizer shall send to the Customer the service delivery report signed by the Organizer, within [•] business days from the date of service deliverable transfer under sub-clause 4.4 of clause 4 of the Contract, as well as monthly before [•] day in respect of the services stipulated by sub-clause 2.2 of clause 2 of the Contract.

6.2. The Customer shall consider the relevant service delivery report, sign it and send one copy to the Organizer or refuse to sign it in the event of revealing a shortcoming(s) in the provided services, within [•] business days from the date of transfer of the service delivery report specified in sub-clause 6.1 of this clause.

6.3. In the event the Customer refuses to sign the report on the grounds specified in sub-clause 6.2 of this clause, the Customer shall send to the Organizer a reasoned refusal to sign the service delivery report made in writing, within [•] business days from the date of service delivery report transfer under sub-clause 6.1 of this clause.

6.4. The Organizer shall eliminate the shortcoming(s) revealed in the provided services and send the deliverable of the relevant services and the service delivery report to the Customer again within [•] business days from the date of receipt of the written reasoned refusal to sign the service delivery report sent under sub-clause 6.3 of this clause. Any disagreements between the Parties in respect of presence (lack) of any shortcomings in the services provided under the Contract shall be settled in accordance with the procedure set forth in clause 15 of the Contract.

6.5. Unless the Organizer receives the signed copy of service delivery report in accordance with sub-clause 6.2 of this clause or receives a written reasoned refusal to sign it in accordance with sub-clause 6.3 of this clause, the service delivery report shall be deemed signed by both Parties.

6.6. The services stipulated by this Contract shall be considered duly provided in full upon signing the relevant service delivery report by both Parties in the manner prescribed by sub-clauses 6.1 and 6.2 of this clause, or once the relevant service delivery report is deemed signed in accordance with sub-clause 6.5 of this clause.

7. Information disclosure

7.1. The Customer undertakes to disclose information about material facts (events, actions) relating to its financial and economic activity, which may affect the cost of its tokens, that is:

7.1.1. commencement of reorganization (liquidation) proceedings in respect of the Customer, its subsidiaries and affiliates, unitary enterprises established by it;

7.1.2. initiation of proceedings in the case on insolvency (bankruptcy) against the Customer;

7.1.3. list of founders (members) of the Customer;

7.1.4. effecting transactions with 10 or more percent of shares in the Customer's authorized fund;

7.1.5. arising of facts of the non-compliance of the Customer, Customer's founders (members), head, chief accountant, responsible person, with the requirements for the goodwill stipulated by sub-clause 4.2 of clause 4 of the Rules for Token Creation and Offering.

7.2. Information disclosure stipulated by sub-clause 7.1 of this clause shall be made by its posting on the Website. This disclosure shall be made immediately upon emergence of the relevant circumstances, but not later than within one (1) business day after relevant circumstances have emerged.

7.3. The Customer shall disclose its annual accounting (financial) statements (balance sheet, profit and loss statement, statement of change in equity, cash flow statement, notes to the accounting statements) for a calendar year, on the Website, before or on March 31 of the year following the past calendar year. These statements shall be posted on the Website until posting the statements of similar nature for the next calendar year. This obligation shall be fulfilled by the Customer until obligations under all offered Tokens are fulfilled, and if the fulfillment of these obligations is of long-term nature, until termination of their existence. According to this sub-clause, accounting (financial) statements for 2018 shall be disclosed on the Website before the date of Tokens offering commencement stipulated by clause 7 of Annex No. 1 to the Contract.

8. Information security (cybersecurity) of the Customer's activity

8.1. The Customer shall ensure information security (cybersecurity) of its activity in conformity with the requirements of clause 21 of the Rules for Token Creation and Offering.

8.2. According to clause 22 of the Rules for Token Creation and Offering, the frequency of reports on the status of information security (cybersecurity) shall be at least [•].

9. Token advertising

9.1. The Customer undertakes to comply with the requirements set forth in Chapter 4 of the Rules for Token Creation and Offering during Token advertising (including when involving third parties).

10. Assurances in circumstances

10.1. The Customer shall provide the Organizer with the following assurances in circumstances:

10.1.1. the information provided by the Customer to the Organizer before execution of the Contract to prove compliance with the requirements stipulated by clause 4 of the Rules for Token Creation and Offering, is true, complete, and up-to-date as of the time of its provision;

10.1.2. the documents provided by the Customer to the Organizer before execution of the Contract to prove compliance with the requirements stipulated by clause 4 of the Rules for Token Creation and Offering, are true;

10.1.3. the information provided by the Customer to the Organizer before execution of the Contract to prove the lack of violations specified in clause 8 of the Rules for Token Creation and Offering, is true, complete, and up-to-date as of the time of its provision.

10.1.4. the documents provided by the Customer to the Organizer before execution of the Contract to prove the lack of violations specified in clause 8 of the Rules for Token Creation and Offering, are true;

10.1.5. the information presented in the White Paper provided by the Customer to the Organizer is true, complete, and up-to-date.

10.2. The Customer understands that the assurances in circumstances stipulated by sub-clause 10.1 of this clause are material for the conclusion and performance of the Contract.

10.3. If the assurances in circumstances stipulated by sub-clause 10.1 of this clause are false, the consequences stipulated by sub-clause 11.5 of clause 11 and sub-clause 16.2 of clause 16 of the Contract shall apply notwithstanding whether the Customer has been aware of the false nature of information presented in the assurances in circumstances or not.

11. Liability

11.1. Should the Customer fail to fulfill or fulfill improperly one or more obligations set forth in sub-clauses 4.5 and (or) 4.6 of clause 4 of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each failure to fulfill or improper fulfillment of the relevant obligation.

11.2. Should the Customer fail to fulfill or fulfill improperly the obligation set forth in sub-clause 17.1 of clause 17 of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each failure to fulfill or improper fulfillment of the relevant obligation.

11.3. Should the Customer fail to fulfill or fulfill improperly one or more obligations set forth in clause 7of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each failure to fulfill or improper fulfillment of the relevant obligation.

11.4. Should the Customer fail to fulfill or fulfill improperly one or more obligations set forth in sub-clauses 3.5.2 and (or) 3.5.3 of sub-clause 3.5 of clause 3of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each failure to fulfill or improper fulfillment of the relevant obligation.

11.5. If any of the assurances in circumstances provided by the Customer to the Organizer under sub-clause 10.1 of clause 10 of the Contract is false, the Customer shall pay to the Organizer a penalty in the amount of [•] for each provision of false assurance in circumstances.

11.6. Should the Customer provide the Organizer with false, incomplete and (or) irrelevant information for the development of the White Paper, the Customer shall pay to the Organizer a penalty in the amount of [•].

11.7. Should the Customer fail to fulfill or fulfill improperly the obligation set forth in clause 9of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each failure to fulfill or improper fulfillment of the relevant obligation.

11.8. For failure to provide, insufficient or untimely provision of the Organizer with funds for the execution of the assignment in the manner prescribed by sub-clause 5.5 of clause 5of the Contract, the Customer shall pay to the Organizer a penalty in the amount of [•] for each day of delay in provision of funds.

11.9. Should the Customer fail to fulfill, fulfill the remuneration payment obligation stipulated by sub-clause 5.2 and (or) sub-clause 5.3 of clause 5 of the Contract in untimely or other undue manner, the Customer shall pay to the Organizer a penalty in the amount of [•] for each day of delay in or improper fulfillment of the above obligation.

11.10. Should the Customer fail to satisfy, satisfy the Organizer's request for recovery of costs filed in accordance with sub-clause 5.4 of clause 5 of the Contract, in untimely or other undue manner, the Customer shall pay to the Organizer a penalty in the amount of [•] for each day of delay in or improper satisfaction of the above request.

12. Confidentiality

12.1. Each Party undertakes to ensure confidentiality of Trade Secrets of the other Party throughout the term of the Contract and within [•] years after its termination specified in sub-clause 16.1 of clause 16 of the Contract.

12.2. Trade Secrets of one Party can be used by another in its production and commercial activity within the limits necessary for the due performance of obligations under the Contract. The Parties undertake not to use Trade Secrets of each other for the purposes other than that stipulated by this sub-clause.

13. Notices

13.1. The Parties undertake to notify each other in writing of changes in bank and other details essential for the Contract performance and (or) termination.

14. Written form

14.1. Written form of a notice, claim, specification, for the purposes of the Contract and annexes hereto shall include electronic or other message made using electronic or other means of communication, information systems or information networks.

15. Governing law and dispute resolution

15.1. The applicable law to this Contract is the law of the Republic of Belarus.

15.2. In the event any disputes arise between the Parties out of or in connection with the Contract, such disputes shall be referred for settlement by the court at the Organizer's location.

15.3. The Parties establish mandatory pre-judicial resolution procedure for the disputes arising out of or in connection with the Contract. The term for respond to a claim shall be ten (10) business days upon its receipt.

16. Contract validity

16.1. The Contract comes into force upon its signing by authorized representatives of both Parties and shall remain in full force and effect until both Parties fully fulfill their obligations under the Contract.

16.2. The Organizer shall be entitled to repudiate the Contract by sending respective written notice to the Customer [•] business days prior to Contract repudiation, in the cases as follows:

16.2.1. provision by the Customer to the Organizer of the White Paper containing false, incomplete and (or) irrelevant information [provision by the Customer to the Organizer of false, incomplete and (or) irrelevant information for development of the White Paper];

16.2.2. identification by the Organizer of a fact(s) of provision by the Customer of falsified documents and (or) false, incomplete and (or) irrelevant information used to prove compliance with one or more requirements set forth in clause 4 of the Rules for Token Creation and Offering, or falsified documents and (or) false, incomplete and (or) irrelevant information used to prove lack of one or more violations specified in clause 8 of the Rules for Token Creation and Offering.

16.3. In the case stipulated by sub-clause 16.2 of this clause, the Contract shall be deemed terminated upon expiration of[•] business days from the date when the Organizer sends the notice stipulated by sub-clause 16.2 of this clause.

 

17. Miscellaneous

17.1. The Customer undertakes not to allow any changes in rights (claims) of the Tokens owners stipulated at their creation and offering (rights to objects of civil rights which are certified by Tokens), due date of obligations under the offered Tokens unless otherwise stipulated by agreement of all owners of the Tokens of this type.

17.2. The Organizer has no obligations to provide the Customer with the report on execution of assignment and supporting documents.

17.3. Specifications may be changed upon mutual agreement of the Parties only.

17.4. The Organizer shall be entitled to involve third parties to provide services stipulated by sub-clauses 2.2 and 2.3 of clause 2 of the Contract.

17.5. The Organizer gives no warranty to the Customer that the whole amount of the created and offered Tokens set forth in clause 6 of Annex No. 1 to the Contract will be sold to the Tokens owners. The created and offered Tokens which have not been sold to Tokens owners as of date of completion of Tokens offer specified by clause 8 of Annex No. 1 to the Contract shall be removed.

17.6. The Customer shall issue a power of attorney in the name of the Organizer in accordance with the form under Annex No. 3 to the Contract before the date of Token offering commencement stipulated by clause 7 of Annex No. 1 to the Contract. The Customer understands and agrees that the Organizer is not able to fulfill its obligations under this Contract until the Customer grants to the Organizer the power of attorney specified in this clause.

17.7. The Customer shall take all actions and execute all formalities required to create the Account. The Customer understands and agrees that the Organizer is not able to fulfill its obligations under sub-clause 3.2 of clause 3 of the Contract until the Customer takes all actions and executes all formalities.

17.8. The Parties have made and signed the Contract in two counterparties having equal legal force, one counterpart for each of the Parties.

18. Details and signatures of the Parties

The Customer:

The Organizer:

[•]

DFS Limited Liability Company

UNP (Payer's Identification Number): [•]

UNP (Payer's Identification Number): 192824270

Address: [•]

 

Bank details: [•]

Email: [•].

Address: 6 Skryganova St., room 601, 220073, Minsk, Republic of Belarus

Bank details: [•]

Email: [•].

 

 

Director:

Director:

__________________________ / [•]

__________________________ / V.Ye. Lastovsky

 

Annex No. 1

to Contract for creation and offering of digital tokens No. [•]dated [•].[•].2019
 (hereinafter referred to as the Contract)

Minsk

[•].[•].2019

[•] (hereinafter referred to as the Customer) represented by [•] acting under [•], of the one part,

and

DFS Limited Liability Company (hereinafter referred to as the Organizer) represented by the Director, V.Ye. Lastovsky, acting under the Articles of Association, of the other part,

hereinafter collectively referred to as the Parties, and individually as the Party,

have agreed on the following Specifications in accordance with the Contract:

 

1.      

Token creation method

Using the Platform

2.      

Token offering method

Direct Token sale to initial owners under swap contracts the scope of which includes Tokens exchange for Stable Coins

3.      

Rights (claims) of the Tokens owners stipulated at their creation and offering (rights to objects of civil rights which are certified by Tokens)

 

4.      

Due date (time period) of obligations under Tokens (and (or) Tokens circulation period)

 

5.      

Par value of Tokens

 

6.      

Total amount of Tokens that is to be created and offered by the Organizer during Contract performance

 

7.      

Date of Token offering commencement

 

8.      

Date of completion of Tokens offer

 

9.      

Other conditions

 

10.           Terms and definitions used in this annex and not defined herein shall be used in the meanings defined by the Contract.

11.           This annex shall form an integral part of the Contract.

12.           This annex is made and signed by both Parties in two counterparts having equal legal form, one counterpart for each Party.

 

13. Signatures of the Parties

The Customer:

The Organizer:

Director:

Director:

__________________________ / [•]

__________________________ / V.Ye. Lastovsky

 

Annex No. 2

to Contract for creation and offering of digital tokens No. [•]dated [•].[•].2019
 (hereinafter referred to as the Contract)

Minsk

[•].[•].2019

[•] (hereinafter referred to as the Customer) represented by [•] acting under [•], of the one part,

and

DFS Limited Liability Company (hereinafter referred to as the Organizer) represented by the Director, V.Ye. Lastovsky, acting under the Articles of Association, of the other part,

hereinafter collectively referred to as the Parties, and individually as the Party,

have agreed on the following Customer's order to the Organizer for the provision of services aimed at provision of the Customer's compliance with the requirements set forth in sub-clauses 4.3.1 – 4.3.3 of sub-clause 4.3. of clause 4 of the Rules for Token Creation and Offering:

1. The Organizer undertakes, in accordance with sub-clause 4.3.1 of sub-clause 4.3. of clause 4 of the Rules for Token Creation and Offering, to:

1.1. set up management of risks arising during the Customer's activities;

1.2. perform these risks management functions, including identifying principal risks arising during carrying out by the Customer of its activities, their sources, and managing the risks common for it taking into account their seriousness; on monthly basis, inform the Customer's head about the facts of materialization of risks arising during carrying out by the Customer of its activities, and the measures taken due to these facts, or about lack of such facts in the preceding month;

1.3. develop for the Customer a local regulation establishing the risk management procedure, which shall be consistent and detailed adequately in respect of the scale and complexity of the Customer's activity, and stipulate, among other things, for the following risk management procedures: risk identification, risk assessment, response to risk, risk control, and risk monitoring.

2. The Organizer undertakes, in accordance with sub-clause 4.3.2 of sub-clause 4.3 of clause 4 of the Rules for Token Creation and Offering, to:

2.1. set up a conflict of interest management in the Customer's activities;

2.2. develop a local regulation that defines the measures for avoiding the conflict of interest and its emergence conditions, as well as for managing the conflict of interest, and implements these measures based on the nature of each of the conflict of interest arisen or its emergence conditions formed;

3. The Organizer undertakes to ensure information security (cybersecurity) of the Customer's activities in accordance with the requirements of Chapter 6 of the Rules for Token Creation and Offering set forth in clause 8 of the Contract.

4. Initial term for the provision of services stipulated by clauses 1 – 3 of this annex is [•].

5. Deadline for the provision of services stipulated by clauses 1 – 3 of this annex is [•].

6. The Customer, at the Organizer's request made in writing, shall provide assistance to the Organizer in provision of services stipulated by clauses 1 – 3 of this annex, including providing all information and documents necessary for the provision of services stipulated by clauses 1 – 3 of this annex, within reasonable time period set forth in the respective Organizer's request. In the event of failure to provide such information and (or) documents, and (or) failure to provide other assistance under this clause, within the time period specified in this clause, the Organizer shall be entitled to extend the deadline for the provision of services set forth in clause 5 hereof unilaterally.

7. The deliverables of services stipulated by clauses 1 – 3 of this annex shall be without limitation the relevant local regulations. These deliverables shall be transferred by the Organizer to the Customer to the Customer's email address specified in clause 18 of the Contract. The Customer shall ensure that the local regulations transferred under this clause are approved by the Customer's head before the date of Token offering commencement set forth in clause 7 of Annex No. 1 to the Contract.

8. Terms and definitions used in this annex and not defined herein shall be used in the meanings defined by the Contract.

9. This annex shall form an integral part of the Contract.

10. This annex is made and signed by both Parties in two counterparts having equal legal form, one counterpart for each Party.

 11. Signatures of the Parties

The Customer:

The Organizer:

Director:

Director:

__________________________ / [•]

__________________________ / V.Ye. Lastovsky

 

Annex No.3

to Contract for creation and offering of digital tokens No. [•]dated [•].[•].2019
 (hereinafter referred to as the Contract)

Minsk

[•].[•].2019

[•] (hereinafter referred to as the Customer) represented by [•] acting under [•], of the one part,

and

DFS Limited Liability Company (hereinafter referred to as the Organizer) represented by the Director, V.Ye. Lastovsky, acting under the Articles of Association, of the other part,

hereinafter collectively referred to as the Parties, and individually as the Party,

have agreed on the following form of the power of attorney in accordance of sub-clause 17.6 of clause 17 of the Contract:

 1.       Power of Attorney form:

POWER OF ATTORNEY

[place where the power of attorney was signed]

[date when the power of attorney was signed, in words]

[Full name of company issued the power of attorney] registered by [registration authority] on [date of registration] in the Unified State Register of Legal Entities and Individual Entrepreneurs under number [registration number], located at: [registered address] (hereinafter referred to as the Principal), represented by [full name and title of the authorized signatory], acting under [document authorizing the authorized signatory,

does hereby authorize

DFS Limited Liability Company registered by Minsk City Executive Committee on March 26, 2019 in the Unified State Register of Legal Entities and Individual Entrepreneurs under number 192824270, located at: 6 Skryganova St., room 601, 220073, Minsk, Republic of Belarus (hereinafter referred to as the Representative),

to represent the interests of the Principal before third parties when raising investments for [description of project, activity, and (or) actions for (during) which the investments are raised] through creation and offering of digital tokens (hereinafter referred to as the Tokens), and for implementing this assignment vests the Representative with the powers to carry out, among other things, the following actions:

       create and offer Tokens on the conditions as follows:

a.      Token creation method shall be with the use of the information system used by the Representative when carrying out the activity which involves provision of services related to the digital tokens creation and offering using the Internet, located on the Internet, a global computer network, at the unique address (URL)[•];

b.     Token offering method shall be direct Token sale to initial owners under swap contracts;

c.      Objects of civil rights in exchange for which the offered Tokens are to be sold shall be Stable Coin, a digital token which certifies the rights of their owner to the certain amount of money in Belarusian rubles or in foreign currency established at the moment of their creation and offering. The nominal value of one Stable Coin shall be equal to the amount of money in Belarusian rubles or in foreign currency the rights to which it certifies;

d.     Rights (claims) of the Tokens owners stipulated at their creation and offering (rights to objects of civil rights which are certified by Tokens) shall be [•];

e.      Due date (period) of obligations under Tokens (or Tokens circulation period) shall be [•];

f.       Par value of Tokens shall be [•];

g.      Date of Token offering commencement shall be ‒ [•];

h.     Date of completion of Tokens offer shall be [•];

i.       Total amount of Tokens shall be [•];

j.       [Other conditions].

       within Tokens offering, enter into offered Tokens swap contracts with initial owners of the offered Tokens, the terms and conditions of which meet the above conditions of Token creation and offering;

       define terms and conditions of the above swap contracts in part not covered by this power of attorney;

       within Tokens offering, accept Stable Coins from initial owners of the offered Tokens in exchange for the Tokens;

       satisfy the claims of Tokens owners for the Stable Coins transfer to them stipulated at the Tokens creation and offering, and for that purpose, accept Stable Coins from the Principal and transfer them to their Tokens owners;

       execute other actions and formalities necessary to exercise the above powers, including signing the documents, if needed.

This power of attorney is issued for the period from [effective date of the power of attorney] to [expiry date of the power of attorney].

[title of the authorized person]

[Full name of the authorized person]

_________________________
 (signature)

L.S.

2.              This annex shall form an integral part of the Contract.

3.              This annex is made and signed by both Parties in two counterparts having equal legal form, one counterpart for each Party.

4.     Signatures of the Parties

The Customer:

The Organizer:

Director:

Director:

__________________________ / [•]

__________________________ / V.Ye. Lastovsky

 

Annex 8

to the Procedure for Cooperation

between DFS LLC and ICO Customer

 

 

Information that shall be included in the White Paper

No

.

Information:

1

    about ICO Customer (name (surname, given name, patronymic (if any)), registered address (residence address), email, payer's identification number or Tax ID number)

2

    about ICO organizer and the person created the tokens (if different from the ICO organizer) (name (surname, given name, patronymic (if any)), registered address (residence address), email, payer's identification number or Tax ID number)

3

     about contractual relations between ICO Customer and ICO Organizer (general description of these relations), as well as about their potential to influence the decisions made by each other (if any), about the interest of ICO Organizer, its property owner, founders (members), and its affiliates, (if the ICO Organizer is a business entity) in respect of Tokens offering and circulation, or fulfillment of obligations thereunder (if any)

4

   about contractual relations between ICO Customer (ICO Organizer) and anchor investor (general description of these relations), about their potential to influence the decisions made by each other (if any), if the tokens are offered with involvement of the anchor investor[4]

5

about financial and economic activity of the ICO Customer (balance sheet, profit and loss statement, statement of change in equity, cash flow statement, notes to the accounting statements, auditor's report on accounting (financial) statements made for the year preceding the year of approval of the White Paper) executed as annexes to the White Paper (this information shall be provided (documented) in the event the White Paper stipulates for implementation of Project for implementation of which the investments are raised through offering the tokens)

6

    about risks and principal competitors of the ICO Customer (at least the list of principal types of risks to which the ICO Customer is exposed when carrying out its activities, and the categories of business entities acting as its principal competitors, shall be specified)

7

   about property owner, founders (members), head, chief accountant, responsible person of the ICO Customer (specifying at least surnames, given names, patronymics (if any) (business names), as well as countries of their citizenship (nationality) (countries of their incorporation))

8

   about existence and results of judicial (arbitration) proceedings in which the ICO Customer has been (is) involved as the party to the case for three years preceding the date of the White Paper approval

9

   about facts of the imposition of administrative sanctions against the ICO Customer (specifying administrative infraction and administrative sanction imposed in connection therewith) for three years preceding the date of the White Paper approval, as well as about existence of proceedings under administrative infraction cases initiated against the ICO Customer for three years preceding the date of the White Paper approval and not concluded as of the date of its approval (specifying the administrative infraction alleged against the ICO Customer and the administrative sanction which might be imposed under such administrative infraction)

10

   about rights (claims) of tokens owners stipulated at their creation and offering (about rights to objects of civil rights which are certified by tokens), due date (period) of obligations under the tokens (or the token circulation term[5]), possibility of their early fulfillment (if any) taking into account the possibility to freeze the assets and take other measures necessary to avoid money laundering and the financing of terrorism and mass destruction weapons proliferation

11

   about principal terms and conditions of purchasing the offered tokens by the ICO Customer before the due date (start of due period) of obligations under these tokens with possibility of their further disposal by the ICO Customer or specifying that the purchase of tokens by the ICO Customer before the due date of obligations under these tokens with possibility of their further disposal by the ICO will not be effected

12

   about the nature of Project for implementation of which the investments are raised through offering the tokens (including information about items in which the objects of civil rights received upon tokens offer will be invested, and intended use of these objects of civil rights; reasoned estimate of financial costs required to implement the Project and each of its stages; information about certain results which are to be reached through the complex of activities composing the Project, including the reasoned information about target financial figures upon implementation of the Project; description of technical part of the Project implementation; specification of the term for implementation of Project and each of its stages), or about the nature of other activities (other actions) for (during) which the investments are raised through offering the tokens (including information about intended use of objects of civil rights received upon tokens offer)

13

   about limits on tokens transfer from their initial owners to other persons (if any, otherwise specify the lack of such) and consequences of their breach

14

   about the register of transactions blocks (blockchain), other distributed information system that is the core of existence of tokens, the opinion on the level of its reliability (stability to technical failures (errors), unlawful acts), as well as about the date and results of technical audit (information system audit) of the register of transactions blocks (blockchain), other distributed information system that is the core of existence of tokens, held by another person (if any was held)

15

   about the methods of fulfillment of obligations under tokens (if any)

16

   about violation of obligations under any tokens for three years preceding the date of the White Paper approval (if any) committed by the ICO Customer and legal entities whose property owner, founders (members), head, responsible person are (were) the ICO Customer's property owner, founders (members), head, responsible person

17

        about the methods used by tokens owners to gain the information about the Project status for implementation of which the investments are raised through offering the tokens

 

 

Annex 9

to the Procedure for Cooperation
between DFS LLC and ICO Customer

 DECLARATION

 We do hereby declare that the company undertakes to provide the following information to ensure information security (cybersecurity):

No.

Information

Period

Frequency

1

Report on the status of information security (cybersecurity) containing the information about the level of security of information system(s) of the company

 

Monthly

2

Plan of information system(s) early recovery after its (their) failure, including after its (their) crash (including the measures on data restoring in case of their change or damage)

Before execution of the contract for the provision of token creation and offering services

One time (the plan should be resubmitted in case of any amendments thereto)

3

Report on information security (cybersecurity) system testing

 

At least once per year

4

Action plan for training and knowledge assessment of employees whose duties include performance of work using the information system, in part of information security (cybersecurity)

Before execution of the contract for the provision of token creation and offering services

 

Annually

5

Employee training register

 

Quarterly

 

Head                                                   (print full name)

 L.S.   (date)


[1]In case of Open Joint Stock Companies specify shareholders who have at least 5% of the authorized fund.

[2]Current (settlement), special account in foreign currency, deposit, of accounting repayment under letter of credit.

[3] Specify receipts to current (settlement) bank accounts that are to be "cleared" from the amounts, raised credits, loans, repaid loans and deposits, transactions with securities and foreign currency, and money transfers, within one legal entity. Legal entities that do not keep accounting records and reports on general conditions may not fill in the information. 

[4] Anchor investor shall mean a business entity that is well-known and has a good standing, whose investment in purchasing Tokens upon their offering is understood (might be understood) by other investors (prospective investors) as an indicator of reliability of the offered Tokens as the investment object

[5] For the purposes of this Procedure, the token circulation term shall be understood as the period from the date of token offering commencement till the due date (start of due period) of obligations under tokens established by the White Paper.