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The Rules for the Provision of Services related to Token Creation, Offering, and Exchange

APPROVED BY

Order of the Director of DFS LLC

No. 4 dated July 11, 2019

 
Chapter 1. GENERAL PROVISIONS

1. The Rules for the Provision of Services related to Token Creation, Offering, and Exchange (hereinafter referred to as the Rules) have been 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, local regulations of DFS LLC (hereinafter referred to as the Company), governing the procedure for interaction with clients (individuals) and the procedure for interaction with ICO Customers.

2. These Rules establish the procedure for:

2.1. provision of services related to the creation and offering of digital tokens (hereinafter referred to as the token) with the use of the Internet (hereinafter referred to as the services related to the creation and offering of tokens);

2.2. effecting of the operations related to the creation and offering of own tokens, i.e. Stable Coins (hereinafter referred to as Stable Coins);

2.3. provision of services related to the promotion of tokens, consulting and other related services;

2.4. provision of services related to the exchange of one type of tokens for another type.

3. For the purposes of these Rules, 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 resident of the High Technologies Park (hereinafter referred to as the HTP) 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; White Paper is 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;

3.2. Client shall mean an individual or a legal entity that acquires (intends to acquire, has acquired) tokens from the Company;

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

3.4. Personal Account shall mean a set of secured pages created as a result of the Client's registration on the Platform and providing the Client with access to the Virtual Wallet and other data;

3.5. Virtual Wallet shall mean an IT solution designed for Tokens storing and allowing the Client to effect operations with them;

3.6. 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;

3.7. Platform shall mean an information system used by the Company when carrying out its activities.

4. Other terms used in these Rules 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 laws, as well as acts of the Supervisory Board of the HTP.

 

Chapter 2. SERVICES RELATED TO THE CREATION AND OFFERING OF TOKENS OF THE ICO CUSTOMER 

 5. The Company provides the following services:

5.1. creation of tokens in accordance with the ICO Customer's order (hereinafter referred to as the ICO Customer's tokens);

5.2. offering of the ICO Customer's tokens, acting in relations with the first owners of tokens (potential first owners of tokens) on behalf and at the expense of the ICO Customer;

5.3. other services related to the creation and offering of tokens, including token promotion, consulting services and other related services.

6. The Company does not provide services on creation and/or offering of tokens of the same type (i.e. of the same volume and terms of exercise of rights certified by these tokens), when creation and/or offering of these tokens by the ICO Customer involves the possibility of changing the volume and terms of exercise of rights certified by them depending on the time of offering of tokens of this type.

7. The tokens created by other persons, including the HTP residents whose business project involves the provision of services for the creation and offering of tokens using the Internet, are not allowed for offering.

8. The Company creates ICO Customer's tokens using the Platform, the exclusive rights to which belong to the Company.

9. The ICO Customer's tokens are sold on the Platform only.

10. The Company offers the ICO Customer's tokens by direct sale to the first owners of tokens under the swap contract.

11. The ICO Customer's tokens are sold only in exchange for Stable Coins.

12. The description of the procedure for selling the ICO Customer's tokens is provided in the Digital Tokens Sale General Terms and Conditions (Annex 1 to these Rules).

13. The Company may organize private offering of the ICO Customer's tokens, where the first owners of tokens may be only legal entities of a limited circle, which are known to the ICO Customer in advance.

14. The list of services related to the promotion of tokens, consulting and other related services, as well as tariffs for the provision of these services, shall be approved by the head of the Company and published on the Company's website finstore.by.

15. The services specified in clause 14 of these Rules are provided by the Company only to the ICO Customers which have concluded a contract with the Company providing for the creation and offering of tokens.

16. The Company may create and offer its own tokens, which will certify that their owners are entitled to receive income. The conditions for the sale of such tokens and the requirements for the relevant White Paper are established by the Company in accordance with Chapter 8 of 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 HTP. 

 

Chapter 3. CREATION AND OFFERING OF STABLE COINS

17. The Company creates and offers Stable Coins which certify that its owner is entitled to a certain amount of funds in Belarusian rubles or foreign currency when creating and offering them. 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.

18. Stable Coins are used as an accounting unit on the Platform, i.e. as a means of exchange for the ICO Customer's tokens.

19. The Company sells Stable Coins in Belarusian rubles, Russian rubles, US dollars and Euro.

20. The nominal value of Stable Coins does not change with time.

21. The Company offers Stable Coins through direct sale to the first owners of tokens under a purchase Contract.

22. Stable Coins of the same type (i.e. having equal volume and terms of exercise of rights certified by these tokens) exclude the possibility of changing the volume and terms of exercise of rights certified by them depending on the time of offering of Stable Coins of this type.

23. The description of the procedure for selling the Stable Coins is provided in the Digital Tokens Sale General Terms and Conditions (Annex 1 to these Rules).

24. The Company shall create and offer Stable Coins using the information system, the exclusive rights to which belong to the Company.

25. The Company shall ensure that the amount of funds corresponding to the nominal value of all Stable Coins held in the Clients' Virtual Wallets is available in their current (settlement) accounts in the respective currency. 

26. The Company shall take the following measures to prevent violation of rights and legal interests of its Clients:

  • carries out daily monitoring of compliance of funds in its current (settlement) accounts received from the Clients as payment for Stable Coins and the nominal value of Stable Coins in the Clients' Virtual Wallets;
  • carries out daily monitoring of transactions (operations) with tokens performed by the Clients and prepares relevant reports;
  • carries out daily monitoring of received, executed and rejected token orders of the Clients;
  • carries out daily monitoring of messages, claims, complaints, suggestions received from the Clients to the email address of the Company, through the Client's Personal Account and in hard copy, and their implementation by the Company.

 

Chapter 4. TOKEN EXCHANGE

27. The Company shall exchange Stable Coins nominated in one currency for Stable Coins nominated in another currency.

28. Token exchange transactions are carried out by the Company on its own behalf and for its own benefit, using an information system to which the Company has exclusive rights.

29. The exchange rate of Stable Coins nominated in one currency to Stable Coins nominated in another currency shall be placed on the Company's website, finstore.by, and shall be determined based on the exchange rate/conversion of currencies underlying the exchangeable Stable Coins established by the bank servicing the Company.

30. In the Personal Account, the Client sends an Order for exchange of Stable Coins nominated in one currency for Stable Coins nominated in another currency, which constitutes an offer.

31. The Order contains information about the number of Stable Coins that the Client intends to exchange, the number of Stable Coins that the Client intends to purchase, the nominal value of Stable Coins, the date of transaction (operation), and the corresponding exchange/conversion rate.

32. Upon receipt of the Client's Order for the exchange/conversion operation, the Company shall submit to the servicing bank the payment instruction on performing the currency exchange transaction (debiting funds from one account of the Company (currency sale) and crediting funds to another account of the Company (currency purchase).

33. After execution by the bank of the payment instruction for currency exchange transaction on the accounts of the Company, Stable Coins of one type are written off and Stable Coins of another type are credited to the Client's Virtual Wallet.

34. The Company ensures fixing of the date and time of receipt of the Order, as well as the exchange rate corresponding to the date and time of receipt of the Client's Order.

35. In case the payment instruction cannot be executed by the servicing bank at the rate specified in it, the Company rejects the Client's Order, and it is considered not executed. To make a transaction (operation), the Client should send a new Order.

 

Chapter 5. INFORMING THE FIRST OWNERS OF TOKENS

36. The Company provides familiarization of each potential first owner of tokens with the Digital Tokens Sale General Terms and Conditions of DFS LLC (Annex 1 to these Rules) and with the Rules of Platform Use.

37. The Company shall inform the potential first owners of tokens of the following:

  • the contents of the relevant White Paper;
  • terms of selling tokens to their first owners (relevant Contract);
  • risks to which persons acquiring tokens are exposed.

38. The Company provides the following information on its website finstore.by:

Digital Tokens Sale General Terms and Conditions of DFS LLC (Annex 1 to these Rules);

local regulation governing the management of conflicts of interest arising in the activities of the Company;

information about the actions the first owner of tokens is entitled to take, if it does not agree with the actions (omission) of the Company or the ICO Customer, performed by them when offering tokens, including indicating the Client's right to apply to court and the possibility to offer settlement of a dispute through mediation;

information about the risks to which persons acquiring tokens are exposed;

information that the Company is a resident of the Hi-Tech Park (indicating the number and date of the resolution on registration of a resident of the Hi-Tech Park) and operates in accordance with the Decree No. 8 of the President of the Republic of Belarus dated December 21, 2017 and other laws.

 

Chapter 6. OTHER PROVISIONS

39. In the course of its activity, the Company shall make sound recording (video recording) of conversations with clients by means of communication (with mandatory prior notice of the client), keep the data of sound recording (video recording) and all correspondence with clients for at least 5 years from the date of such sound recording (video recording) and correspondence.

40. The Company ensures storage of documents and information on sale of tokens to the first owners within 5 years from the date of sale of tokens.

41. The Company ensures identification of the first token owners in accordance with the local regulations of the Company and the requirements of the laws and regulations of the Supervisory Board of the Hi-Tech Park.

42. The Company shall ensure the separate accounting of objects of civil rights received from the first owners of tokens of ICO Customers in exchange for such tokens, from objects of civil rights owned by the Company.

43. Money and tokens belonging to the Company are stored in a separate current (settlement) account and at a separate address (identifier) of the Virtual Wallet, respectively.

44. After the ICO Customer's tokens have been offered and the corresponding swap contracts have been fully performed, the Company withdraws such tokens from circulation.

45. After the ICO Customer's tokens have been offered and the corresponding swap contracts have been fully performed, the Company withdraws such tokens from circulation.

46. An employee of the Company, who is an officer responsible for compliance with the Hi-Tech Park regime, organizes the process of familiarizing the employees of the Company, as well as persons engaged by it under civil law contracts, with these Rules, other local regulations of the Company, as well as with the laws of the Republic of Belarus, which regulate the activities of the ICO Customer.

 

Annex 1 to the Rules for the Provision of Services
related to Token Creation, Offering, and Exchange

 

DIGITAL TOKENS SALE

GENERAL TERMS AND CONDITIONS

 

Chapter 1. GENERAL PROVISIONS

1. The Digital Tokens Sale General Terms and Conditions (hereinafter referred to as the tokens) have been developed in accordance with the laws of the Republic of Belarus and the acts of the Supervisory Board of the High Technologies Park (hereinafter referred to as the HTP) and provide, in particular, for the following:

  • description of the order of selling of tokens;
  • procedure for determining the price of tokens and the term of performance of contractual obligations by the parties;
  • indication of the nature and scope (number) of objects of civil rights to be transferred to DFS Limited Liability Company by its clients for performance of their contractual obligations, and circumstances under which DFS Limited Liability Company returns these objects;
  • terms of disclosure of information about tokens;
  • disclosure of information about the risks to which persons acquiring tokens are exposed;
  • liability of the parties for breach of obligations;
  • information technology service terms and conditions, including how the parties should deal with technical failures (errors) and how the parties should report detected technical failures (errors);
  • dispute settlement.

2. For the purposes of these Digital Tokens Sale General Terms and Conditions, the following terms shall have the following meanings:

Company shall mean DFS Limited Liability Company (a resident of the HTP, resolution of the Supervisory Board of the HTP No. [•] dated [•]);

Terms and Conditions shall mean these Digital Tokens Sale General Terms and Conditions;

Contract shall mean a purchase contract and (or) swap contract concluded between the Company and the Client based on which the Company sells tokens;

Client shall mean an individual or a legal entity that has acquired, is acquiring or intends to acquire tokens from the Company;

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;

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;

Order shall mean an offer sent by the Client via the Platform through the Account to conclude the Contract. Order form shall be established by the Company (herewith the word "order" may be omitted in this form);

Platform shall mean the Investment Online Platform: information system used by the Company when carrying out its activities;

Account shall mean a complex of secured pages providing the Client with access to the Virtual Wallet and allowing the Client to perform various actions on the Platform, created upon the Client registration in the Platform;

Representative of the Client shall mean a person authorized to act on behalf of the Client in the relations between the Client and the Company relating to the Platform use, identified and verified by the Company (before identification and verification are held, the Representative of the Client shall mean a person authorized to act on behalf of the Client in the relations between the Client and the Company relating to the Platform use who submitted (intends to submit) its contact details to the Company at the time of the Client's Account registration);

Virtual Wallet shall mean an IT solution designed for Tokens storing and allowing the Client to effect operations with them;

Parties shall mean the Company and the Client;

Website shall mean Company's website finstore.by;

Legalization shall mean a legalization of proceeds of crime, financing of terrorism and mass destruction weapons proliferation;

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;

Fiat Money shall mean Belarusian rubles, Russian rubles, US Dollars and Euro.

3. Other terms 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, other legal acts, and the acts of the Supervisory Board of the HTP.

4. After performing all the actions provided in Chapter 4 of the Terms and Conditions, the Terms and Conditions shall become part of the Contract concluded between the Company and the Client in accordance with the procedure provided in part four of clause 21 of the Regulations on the Hi-Tech Park approved by the Decree No. 12 of the President of the Republic of Belarus dated September 22, 2005.

5. The Terms and Conditions are not a public offer.

 

Chapter 2. TOKEN SELLING PROCEDURE 

6. According to the Terms and Conditions, the Company sells the following types of tokens:

  • tokens created in accordance with the ICO Customer's order (hereinafter referred to as the ICO Customer's tokens);
  • the Company's own tokens, i.e. Stable Coins (hereinafter referred to as Stable Coins).

7. When selling tokens specified in clause 6 of the Terms and Conditions, the Company performs the following types of transactions (operations) with them:

  • The Company sells Stable Coins to the Clients;
  • On behalf of and for the benefit of the ICO Customers, the Company sells ICO Customers' tokens to the Clients in exchange for Stable Coins;
  • The Company exchanges Stable Coins owned by the Clients and nominated in one currency for Stable Coins nominated in another currency.
  • The Company provides a service that allows the Clients to make purchases and sales of tokens previously offered by the Company.
  • The specific type of transaction (operation) in accordance with this clause and the type of the Contract (purchase contract or swap contract) shall be determined by the Order.

8. Under the Contract, under which the Company sells Stable Coins, the Company (the Seller) undertakes to transfer the Stable Coins to the Client (the Buyer), and the Client (the Buyer) undertakes to accept the Stable Coins and pay a certain amount of Fiat Money for them.

The main characteristics of Stable Coins are defined in the White Paper, which provides for the offering of Stable Coins.

The number of Stable Coins transferred and accepted in accordance with the Contract is determined by the Order.

The procedure for determining the price of Stable Coins and the terms of performance of contractual obligations by the Parties is defined in clauses 13 and 17, 18 of the Terms and Conditions, respectively.

Other terms and conditions of the Contract provided for by this clause shall be defined in the Terms and Conditions, Rules of Investment Online Platform Use, White Paper, which provides for the offering of Stable Coins, tariffs published on the Website, and the Order.

9. Under the Contract, according to which the Company, on behalf of and in the interests of the ICO Customers, sells the ICO Customers' tokens to the Clients in exchange for Stable Coins, the Company undertakes to transfer the ICO Customer's tokens to the Client and accept the Stable Coins from the Client, and the Client undertakes to transfer Stable Coins to the Company and accept the ICO Customer's tokens from the Company.

The main characteristics of Stable Coins are defined in the White Paper, which provides for the offering of Stable Coins.

The main characteristics of the ICO Customer's tokens are stipulated in the White Paper, which provides for the offering of the ICO Customer's tokens.

The number of Stable Coins and the ICO Customer's tokens transferred and received is determined by the Order.

The procedure for determining the price of the ICO Customers' tokens (the number of Stable Coins to be transferred by the Client to the Company in exchange for these ICO Customers' tokens) and the terms of performance of contractual obligations by the Parties are defined in clauses 14 and 17, 18 of the Terms and Conditions, respectively.

Other terms and conditions of the Contract provided for by this clause shall be defined in the Terms and Conditions, Rules of Investment Online Platform Use, White Paper, which provides for the offering of the ICO Customer's tokens of the respective type, White Paper, which provides for the offering of Stable Coins, and the Order.

When selling ICO Customers' tokens, the Company acts as a representative of the ICO Customers, whose tokens it sells, based on a power of attorney issued by the ICO Customer. The rights and obligations under the respective Contract shall originate directly from the ICO Customer. The details of the corresponding ICO Customer are specified in the White Paper, which provides for the offering of the ICO Customer's tokens.

10. Under the Contract, according to which the Company shall exchange Stable Coins owned by the Client and nominated in one currency for Stable Coins nominated in another currency, the Company shall transfer Stable Coins nominated in one currency to the Client, and the Client shall accept them; the Client undertakes to transfer Stable Coins nominated in another currency to the Company, and the Company undertakes to accept them.

The main characteristics of Stable Coins are defined in the White Paper, which provides for the offering of Stable Coins.

The currency in which the nominal value of Stable Coins to be transferred by the Company to the Client and by the Client to the Company, is determined by the Order.

The procedure for determining the exchange rate of Stable Coins nominated in one currency to Stable Coins nominated in another currency and the terms of performance of the contractual obligations by the Parties is stipulated in clauses 15 and 17, 18 of the Terms and Conditions, respectively.

Other terms and conditions of the Contract provided for by this clause shall be defined in the Terms and Conditions, Rules of Investment Online Platform Use, White Paper, which provides for the offering of Stable Coins, and the Order.

11. Under the Contract, under which the Company provides the service allowing the Clients to make purchase/sale transactions of tokens previously offered by the Company, the Company undertakes, upon reaching an agreement between the Parties on making a purchase/sale transaction of tokens previously offered by the Company, to transfer to one Party the tokens purchased by it, and to transfer to the other Party the respective amount of Stable Coins provided for in the transaction terms.

The main characteristics of Stable Coins are defined in the White Paper, which provides for the offering of Stable Coins.

The main characteristics of purchased/sold tokens are limited by the White Paper, which provides for the offering of these tokens.

The number of Stable Coins transferred and received is determined by the Order.

The procedure for determining the price of tokens (the number of Stable Coins to be transferred by the Client to the Company in exchange for these tokens) and the terms of performance of contractual obligations by the Parties are stipulated in clauses 16 and 19 of the Terms and Conditions, respectively.

Other terms and conditions of the Contract provided for by this clause shall be defined in the Terms and Conditions, Rules of Investment Online Platform Use, White Paper, which provides for the offering of tokens of the respective type, White Paper, which provides for the offering of Stable Coins, and the Order.

When the Clients buy or sell previously offered tokens, the Company acts as an intermediary between the Parties to the transaction. The rights and obligations under the respective Contract shall originate directly from the Parties to the transaction.

12. The Client is notified and understands that Stable Coins and ICO Customers' tokens may only be offered and accessed at the Platform and do not make economic sense outside the Platform. There is no technical possibility to transfer Stable Coins and the ICO Customer's tokens from the Client's Virtual Wallet address (identifier) opened on the Platform to the Virtual Wallet address (identifier) opened outside the Platform.

 

Chapter 3. PROCEDURE FOR DETERMINING THE PRICE OF TOKENS AND THE TERM OF PERFORMANCE OF CONTRACTUAL OBLIGATIONS BY THE PARTIES 

13. The price of one Stable Coin (or the order of its determination) is set by the White Paper, which provides for the offering of Stable Coins.

The price of Stable Coin is fixed from the moment of its offering and does not change over time.

The final price of the Contract provided for in clause 8 of the Terms and Conditions is defined as the product of the price of one Stable Coin defined in the procedure provided for in part one of this clause by the number of Stable Coins purchased by the Client under this Contract.

14. The price of the ICO Customer's tokens is expressed in Stable Coins. The sale of the ICO Customer's tokens for Fiat Money is not carried out.

The number (order of its determination) of Stable Coins to be transferred by the Client to the Company in exchange for one ICO Customer's token is determined by the White Paper, which provides for the offering of the ICO Customer's token.

This number (order of its determination) is fixed and does not change over time.

The final price of the Contract provided for in clause 9 of the Terms and Conditions is defined as the product of the price of one ICO Customer's token defined in the procedure provided for in part two of this clause by the number of the ICO Customer's tokens purchased by the Client under this Contract.

15. The exchange rate of Stable Coins nominated in one currency to Stable Coins nominated in another currency shall be placed on the Website and determined based on the exchange/conversion rate of currencies underlying the Stable Coins being exchanged by the bank servicing the Company. The Contract may be performed only if the rate set by the servicing bank is equal to the rate set by the Client upon initiation of the Contract performance.

The exchange of Stable Coins nominated in one currency for Stable Coins nominated in another currency is carried out in the value with two decimal places.

16. The sale and purchase price of the previously offered token is set in Stable Coin and equals to the sum of the nominal value of the token and the total interest income for the period (from the start date of interest accrual to the date of execution of token obligations) less the interest income actually received (from the start date of interest accrual to the date of last payment of income).

17. Performance of the Contract, when selling tokens by the Company, shall be carried out by the Client immediately after sending its Order to the Company, provided that it has sufficient Fiat Money or Stable Coins.

18. Performance of the Contract, when selling tokens by the Company, shall be carried out by the Company not later than two (2) business days from the date of receipt of confirmation by the Company that Fiat Money or Stable Coins payable to the Company from the Client as performance under the Contract have been credited to the bank account or Virtual Wallet of the Company, respectively. For the purposes of the Terms and Conditions, an entry from a bank account or a report on the status of a Virtual Wallet is provided as a confirmation of the crediting of Fiat Money or Stable Coins to a bank account or a Virtual Wallet, respectively.

19. Performance of the Contract, when the Parties conclude a sale and purchase transaction of previously offered tokens, shall be carried out by the Company not later than two (2) business days from the date of conclusion of the transaction, provided that the Parties have tokens and Stable Coins in the Virtual Wallets in the amount sufficient to conclude the sale and purchase transaction.

 

Chapter 4. CONCLUSION OF THE CONTRACT 

20. The Contract shall be deemed concluded if the Parties have reached an agreement on all terms and conditions of the Contract.

21. An agreement on all terms and conditions of the Contract shall be deemed reached if all the following circumstances exist:

  • the Client (Representative of the Client) has provided the Company with all requested documents (copies, images) and information (materials) for identification and verification, and as a result of the verification the Company has developed a reasonable belief that the Client (Representative of the Client) is exactly the person that the Client (Representative of the Client) has claimed to be;
  • The Client has read and agreed to the Terms and Conditions, Rules of Investment Online Platform Use, and the relevant White Paper (the Company has received confirmation of the fact of reading and expressing Contract in electronic form, as well as fixing the time of receipt);
  • the Client has sent an Order to the Company, and the Company has accepted this Order in accordance with Chapter 5 of the Terms and Conditions;
  • The Client agrees that in accordance with the requirements set forth in the acts of the Supervisory Board of the HTP, the Company shall transfer for storage (depositing) the report on the amount (balance) of funds, the amount (balance) of electronic money, tokens of the clients' bank accounts, electronic wallets, and the addresses (identifiers) of the cryptocurrency platform operator's virtual wallets respectively, as well as the clients' requests to buy and/or sell tokens for money, or electronic money, or exchange tokens of one type for tokens of another type in the cryptographic platform operator's trading system, for storage (depositing) with the organization providing the respective services (withdrawal of such consent will result in termination of the relations between the Company and the Client).

22. Subject to the existence of all the circumstances provided for in clause 21 of the Terms and Conditions, the Contract shall be deemed concluded at the time of acceptance of the Order by the Company.

23. The Parties acknowledge the city of Minsk (Republic of Belarus) as the place of conclusion of the Contract.

24. The Company notifies the Client of the acceptance of its Order in the Personal Account of the Client.

 

Chapter 5. ORDER SUBMISSION AND CONSIDERATION

25. The Client shall send an Order to the Company using the Platform in the form provided (displayed) on the Platform.

26. The Order is considered submitted (received by the Company) at the moment of its registration on the Platform. The Platform automatically registers the Order at the moment of its sending, if the Client has performed all the necessary actions provided in the Order form to send it.

The Client shall not be entitled to cancel the Order after the Platform has registered it.

27. The Company ensures that the time of sending the Order is fixed with the accuracy of seconds.

28. By sending an Order, the Client confirms (reassures the Company) that according to the law of the state, the citizen (national) of which the given Client is, and (or) in the territory of which it has a permanent residence, in accordance with the residence permit (or similar document), or location (established, registered):

  • The Client shall be entitled to perform and carry out a transaction (operation) with tokens, which it initiates by sending an Order;
  • The Company shall be entitled to perform and carry out a transaction (operation) with tokens, which the Client initiates by sending an Order (this assurance is provided if the Client is a non-resident of the Republic of Belarus);
  • the conclusion and performance of the Contract is lawful.

29. By sending an Order, the Client confirms (reassures the Company) that he/she:

  • possesses sufficient knowledge, skills and abilities to act as a party to the transaction (operation) with tokens, which it initiates by submitting an Order;
  • is fully aware of the legal consequences of the above transaction (operation);
  • is not a person with whom the Company is not entitled to establish relations in accordance with the acts of the Supervisory Board of the HTP, in particular, an individual under the age of 18; a non-resident of the Republic of Belarus, if it contradicts the laws of the state, a citizen (national) of which this non-resident of the Republic of Belarus is and/or in the territory of which he or she has a permanent residence permit (or a similar document) or a place of residence (established, registered); a person included in the list of organizations, individuals, including individual entrepreneurs, involved in terrorist activities, as well as a legal entity whose beneficial owner is included in this list;
  • possesses the status of a qualified investor in the meaning determined by the acts of the Supervisory Board of the HTP (this confirmation (assurance) is provided by the Client if the Client is a citizen of the Republic of Belarus and acquires tokens for Fiat Money);
  • agrees to be bound by the acts of the Supervisory Board of the HTP regulating the alienation and acquisition of tokens.

30. The Order shall only be accepted by the Company if, in the aggregate, the following circumstances exist:

  • The Order meets the requirements for its content, provided in the Order form (including clearly defined nature and size (quantity) of Fiat Money and (or) other objects of civil rights, which constitute the provision by the Client under the Contract);
  • the Company is able to execute it. Such possibility is (may be) absent, in particular, if in order to execute the Order in accordance with the requirements in the sphere of Legalization Prevention the Company has requested certain documents (copies, images) and/or information (materials) from the Client (Representative of the Client), and the Client (Representative of the Client) has not provided them, or if the execution of the Order is otherwise prevented by these requirements, as well as for technical and other reasons;
  • the amount of Client's Fiat Money and/or tokens is sufficient to execute the Order;
  • if the Order sent by the Client, includes an offer to purchase the ICO Customer's tokens in the amount not exceeding the actual balance of the ICO Customer's tokens of this type;

The Company has received the confirmation of transfer of Fiat Money or Stable Coins to the bank account or the Company's Virtual Wallet, respectively, which are to be transferred by the Client to the Company as an execution under the Contract, within two (2) business days from the date of the relevant Order.

In the absence of the circumstances provided for in part one of this clause, the Order shall not be accepted by the Company and shall be automatically cancelled by the Platform.

The Company notifies the Client of the cancellation of its Order in the Personal Account of this Client.

 

Chapter 6. CONTRACT PERFORMANCE 

31. The nature and amount (number) of objects of civil rights to be transferred to the Company by the Clients for the performance of their contractual obligations, as well as the individual circumstances under which the Company returns these objects, are determined in the respective Order and the respective White Paper.

32. In addition to the case provided for in clause 31 of the Terms and Conditions, the Company shall return the objects of civil rights transferred to it by the Client to perform its contractual obligations in case of cancellation of the Order in accordance with clause 29 of the Terms and Conditions, as well as in cases provided for by the laws of the Republic of Belarus, acts of the HTP Supervisory Board.

33. Performance of the Contract is carried out automatically using the Platform.

34. The Client shall pay to the Company remuneration for the performance and/or execution of transactions (operations) with tokens (including by retaining by the Company the sum (amount) of this remuneration from the sum (amount) of Fiat Money, tokens of the Client) in accordance with the tariffs published on the Website and approved by the Head of the Company, unless otherwise provided by these tariffs.

The Company is also entitled to retain from the sum (amount) of Fiat Money, tokens of the Client the expenses of the Company related to the transfer of Fiat Money, tokens to the Client.

35. Assignment of the Client's rights (claims) under the Contract is possible only with the written consent of the Company.

36. In case a commercial loan relationship arises under the Contract, the Parties shall not pay interest on it.

 

Chapter 7. CONTRACT INTERPRETATION

37. If there are contradictions between components of the Contract when interpreting it, these contradictions shall be resolved in favor:

  • Of the White Paper, which provides for the offering of relevant tokens – in relation to other constituent elements of the Contract;
  • Of the Order sent by the Client and accepted by the Company – in relation to other parts of the Contract, except for the White Paper, which provides for the offering of relevant tokens;
  • Of the Terms and Conditions – in relation to other parts of the Contract, except for the White Paper, which provides for the offering of the relevant tokens, and the Order, sent by the Client and accepted by the Company.

 

Chapter 8. TERMS OF DISCLOSURE OF INFORMATION ABOUT TOKENS 

38. Information about the ICO Customer's tokens is disclosed in the White Paper, which provides for the offering of the ICO Customer's tokens.

The White Paper, which provides for the offering of the ICO Customer's tokens, is placed on the Website and the ICO Customer's website before the offering of the respective tokens.

39. Information about Stable Coins is disclosed in the White Paper, which provides for the offering of Stable Coins.

The White Paper, which provides for the offering of Stable Coins, is published on the Website.

40. The Company provides the Clients with an opportunity to get acquainted with the content of the White Papers provided by clauses 38 and 39 of the Terms and Conditions (when the Company receives confirmation of the fact of familiarization in electronic form and fixes the time of its receipt).

41. The Company shall inform the Client if the object of the transaction planned to be carried out in the information system of the Company is represented by tokens, which were created and offered by order of an employee and/or property owner, the founder (member), and/or beneficial owner of the Company, or were created and offered by an employee and/or beneficial owner of the Company for their own benefit in accordance with the laws (without order of other persons).

 

Chapter 9. DISCLOSURE OF INFORMATION ABOUT THE RISKS TO WHICH PERSONS ACQUIRING TOKENS ARE EXPOSED 

42. Persons acquiring tokens may be exposed to the following risks:

  • tokens are not a payment instrument;
  • tokens are not provided by the state;
  • acquisition of tokens may lead to complete loss of Fiat Money and other objects of civil rights (investments) transferred in exchange for tokens (including as a result of the volatility of token value; technical failures (errors); committing illegal actions, including theft);
  • tokens of ICO Customers and Stable Coins have no economic sense outside the Platform and cannot be withdrawn to the address (identifier) of the Virtual Wallet opened outside the Platform.

43. The Republic of Belarus, its administrative and territorial units, the Supervisory Board of the HTP, State Enterprise "Hi-Tech Park Administration", other state organizations and bodies are not accountable to the Clients in respect of and/or in connection with tokens created and offered by the Company both independently and by order of the ICO Customer.

 

Chapter 10. COMPANY'S MEASURES TO PREVENT LEGALIZATION

44. Implementation of the Contract may not be possible for the Company due to the need to take measures to prevent Legalization. In particular, the Company shall be entitled to:

  • refuse the Client to carry out financial transactions in cases stipulated by the Law of the Republic of Belarus No. 165-З "On Measures to Prevent Legalization of Proceeds of Crime, Financing of Terrorism and Mass Destruction Weapons Proliferation" dated June 30, 2014 and other laws, as well as in cases if:
    • The Client offers (intends to) carry out (carries out) a financial transaction through the Company with the types of tokens based on the principle of full anonymization of transactions (operations) carried out with them;
    • The Client plans (offers) to carry out (carries out) one financial transaction in the amount exceeding two thousand (2000) basic units, not through bank transfer or electronic money transfer;
    • refuse the Client (potential Client) to carry out the transaction of exchange of tokens of one type for tokens of another type, if the Company has established a high degree of risk of the Client (potential Client) using its Virtual Wallet address (identifier) to carry out Legalization (participation in it);
    • implement a prohibition on the disposal, use of Fiat Money (tokens) and/or a prohibition on financial transactions (deals (operations) with tokens that are not financial transactions) with respect to the Clients in respect of which the Company has reason to believe that an offense is being committed by them in the course of their interaction with the Company, or that measures are being taken to conceal the offense committed;
    • implement a prohibition on ordering, using tokens and/or a prohibition on executing transactions (operations) with tokens that are not financial operations, with respect to the Clients:
    • who were included in the list of organizations, individuals, including individual entrepreneurs, involved in terrorist activities;
    • with respect to which the Company has reason to believe that they are involved in the process of Legalization when interacting with the Company;
    • refuse the Client to carry out transactions (operations) with tokens that are not financial operations if the Client offers (intends) to carry out such transactions (operations) through the Company with the types of tokens based on the principle of full anonymization of the transactions (operations) carried out with them;
    • refuse the Client to carry out a financial transaction (transaction (operation) with tokens that is not a financial transaction) in case the Client refuses to provide identification data, including additional data (not provided in the questionnaire (electronic registration card), filled in by the Client when registering the Personal Account);
    • take measures relating to the freezing of funds and/or the blocking of financial transactions in cases specified in Article 9-1 of the Law of the Republic of Belarus No. 165-З "On Measures to Prevent Legalization of Proceeds of Crime, Financing of Terrorism and Mass Destruction Weapons Proliferation" dated June 30, 2014, in the manner prescribed in parts four to six of clause 31 of the Regulations on the Requirements for the Internal Control Rules of Residents of the HTP, approved by the resolution of the Supervisory Board of the HTP.

45. The Client (Representative of the Client) shall provide the Company, upon its request, with any documents (copies, images) and information (materials), in particular, explanations about the meaning of the transaction (operation) carried out (planned to be carried out) by the Client, documents confirming the sources of origin of the Client's funds. If the Client (Representative of the Client) refuses to provide the documents (copies, images) and/or information (materials) stipulated in this clause, the Company is entitled to refuse to execute a transaction (operation) with tokens or terminate the Contract concluded with the Client unilaterally and without judicial procedure in accordance with clause 66 of the Terms and Conditions.

46. The Client (Representative of the Client) shall notify the Company of any changes in the information in the documents and/or other information (materials) provided by the Client (Representative of the Client) (copies of which are provided by the Client (Representative of the Client) to the Company when completing the questionnaire (electronic registration card) in the process of registration of the Client's Personal Account, as well as those provided to the Company additionally upon its request, within three (3) calendar days from the date of occurrence of such changes.

 

Chapter 11. TERMS OF INFORMATION TECHNOLOGY SERVICE 

47. The Company on its Website and/or otherwise notifies the Clients of the detected technical failures (errors) and planned technical (preventive) works that affect the rights and legal interests of the Clients and/or affect the conclusion, performance, amendment and/or termination of the Contract, with the indication of the terms of elimination of technical failures (errors) or terms of technical (preventive) works.

48. The Company undertakes to take all necessary measures to promptly eliminate technical failures (errors), for which it has the right to require the Clients to perform certain actions and notify them through the Personal Account or by other means. Upon receipt of a notice under this clause, the Client shall take all necessary actions specified in the notice within the period specified in the notice. The Company shall not be liable for any consequences resulting from the Client's failure to perform this obligation.

49. The Client who has detected a technical failure (error) shall immediately inform the Company through the Personal Account or by any other means specified on the Website.

50. The Parties shall not use technical failures (errors) to gain any benefit for themselves and/or others or to cause any harm to others.

51. If the Client has revealed the performance of suspicious transactions (operations), in particular transactions (operations) with tokens in its Personal Account, which have not been initiated by the Client, the Client shall notify the Company thereof in the manner specified in clause 48 of the Terms and Conditions. The Company shall not be liable for the consequences of the Client's failure to fulfill the obligation under this clause.

52. In the part not regulated by the Terms and Conditions, the terms of information technology service of the Clients shall be defined by the Company in the Rules of Investment Online Platform Use.

 

Chapter 12. LIABILITY OF THE PARTIES

53. The Parties shall be liable for non-performance or improper performance of their obligations under the Contract, and the Company shall be liable only for willful non-performance or improper performance of its obligations under the Contract.

54. The Parties shall be exempted from liability for partial or full non-fulfillment of their obligations under the Contract if it was caused by force majeure circumstances (extraordinary and insurmountable circumstances). In this case the deadline for fulfillment of obligations hereunder shall be postponed in proportion to the period of the duration of these circumstances.

55. The Party which has failed to perform or improperly performed its obligations under the Contract shall be obliged to reimburse the losses caused by such failure to perform or improper performance in full, unless otherwise provided for in the Contract (in this case the Company shall be liable under this clause only in case of deliberate failure to perform or improper performance of its obligations under the Contract). In particular, the Client shall reimburse to the Company the amounts of penalties imposed against the Company in a foreign state due to conclusion and (or) performance of the Contract under conditions of provision by the Client of one or more false representations under clauses 27 and/or 28 of the Terms and Conditions.

 

Chapter 13. GOVERNING LAW AND DISPUTE RESOLUTION 

56. The Belarusian law shall be applicable to the relations of the Parties arising from the Contract, including the Terms and Conditions. To this effect, law of substance shall be applied without reference to its conflict of laws principles.

57. The Parties shall use all reasonable efforts to settle the disputes arising out of or in connection with the Contract out of court by sending written claims and responses to them.

58. If the Client believes that its rights and/or legal interests have been violated by an action (omission) of the Company, the Client shall send a claim to the Company for pre-trial settlement of the dispute. The claim shall be sent from the email address specified by the Client or the Representative (of the Client) when registering the Client's Account (unless the Company has received notice of the change of this email address) to the email address of the Company with a graphic image (scanned image) attached to the relevant letter of the claim containing the signature of the Client or its Representative. Herewith, if the claim is signed by the Representative of the Client, the respective mail shall be accompanied with the icon (image made by scanning) of the document evidencing the authorities of this representative.

59. If the Company believes that its rights and/or legal interests have been violated by an action (omission) of the Client, the Company shall send a claim to the Client for pre-trial settlement of the dispute. The claim is to be sent to the email address specified by the Client or the Representative of the Client when registering the Client's Account (unless the Company has received notice of a change in this email address).

60. Besides the ways of sending claims provided by clauses 57, 58 of the Terms and Conditions, the Parties shall be entitled to send claims to each other by registered mail with a notice of delivery or mail delivery services to each other's residence (location) addresses (with copies of documents confirming the authority of the representative, if the claim is signed by the representative).

61. The claim shall necessarily include the following information:

  • surname, given name, patronymic (name) of the sender of the claim and the person(s) to whom the claim is made (the recipient of the claim);
  • place of residence (seat) or location of the sender and the recipient of the claim;
  • date of the claim;
  • circumstances on the basis of which the claim is made;
  • specific substantiated claims of the sender of the claim with reference to the relevant terms of the Contract;
  • amount of the claim and its calculation (if the claim is subject to monetary assessment).

62. The response to the claim shall be sent by the recipient of the claim within fifteen (15) business days from the date of its receipt.

The recipient of the claim may refuse to respond if the claim was sent in violation of clauses 57, 58 (as applicable) and/or clause 59 of the Terms and Conditions and/or if its contents do not comply with clause 60 of the Terms and Conditions.

63. In the event that the dispute is not settled through a claim procedure, the dispute may be:

  • settled through mediation in the manner prescribed by the laws of the Republic of Belarus;
  • referred to a court at the location of the Company, determined in accordance with the Belarusian laws.

 

Chapter 14. CHANGES TO THE CONTRACT 

64. The Company is entitled to unilaterally and without judicial procedure amend the Contract, including the Terms and Conditions, at any time, except for the White Paper, which provides for the offering of Stable Coins and will be amended in cases stipulated by the acts of the Supervisory Board of the HTP. In such cases, the Company may amend the relevant White Paper unilaterally and without judicial procedure. Amendment of the Contract, including the Terms and Conditions, is made unilaterally and without judicial procedure by publishing the amended text of the Contract on the Company's website (or by using another method of drawing the Client's attention to the fact of the Contract amendment).

65. The Contract, including the Terms and Conditions, shall be deemed amended in five (5) calendar days from the date of publishing of the amended text of the Contract on the Website (or use of another method of drawing the Client's attention to the fact of the Contract amendment).

66. The ICO Customer may amend the White Paper, which provides for the offering of the ICO Customer's tokens, in cases specified in the acts of the Supervisory Board of the HTP. These changes, if any, shall come into force from the moment of their publication on the ICO Customer's website in the Internet.

 

Chapter 15. TERMINATION OF CONTRACT

67. Each Party is entitled to terminate the Contract including the Terms and Conditions at any time by unilateral out-of-court withdrawal from the Contract expressed by sending a notice to the other Party's email address (the email address of the Company, the email address is specified by the Client or the Representative of the Client when registering the Account and can be changed by sending a notice to the Company), by registered mail with a notice of delivery or by courier services. In this case, the Contract, including the Terms and Conditions, shall be terminated on the day of receipt of the relevant notice by the addressed Party (a different term may be specified by the Company in the notice). The Company shall also be entitled to send the said notice by publishing the text on its Website with drawing the Client's attention to this notice (in this case the Contract, including the Terms and Conditions, shall be deemed terminated at the moment of publishing the said text on the Website, unless this text provides for another term). Unilateral out-of-court withdrawal from the Contract, including the Terms and Conditions, may also be carried out by the Client by initiating the closure of its Virtual Wallet, provided that such closure is not prevented by the application of measures in the field of Legalization prevention.

68. The Company shall unilaterally and without judicial procedure withdraw from the Contract, including the Terms and Conditions, if:

  • the Company has revealed that the Client systematically performs suspicious financial transactions;
  • within six months, the Company has made two or more decisions to refuse to execute financial operations as a measure to prevent Legalization.

69. The Company shall not be entitled to unilaterally and without judicial procedure terminate the obligations related to Stable Coins (unless the Company takes measures to prevent Legalization), nor shall it be entitled to unilaterally and without judicial procedure terminate the relevant White Paper, which provides for the offering of Stable Coins, if Stable Coins are in circulation.

70. The Company shall not be entitled, on behalf of and for the benefit of the ICO Customer, to unilaterally and without judicial procedure terminate the obligations related to the ICO Customer's tokens (except for the cases when the Company takes measures to prevent Legalization), or to unilaterally and without judicial procedure terminate the relevant White Paper, which provides for the offering of the ICO Customer's tokens, if the ICO Customer's tokens are in circulation.

71. In the event of termination of the Contract, including the Terms and Conditions, the Company shall transfer to the Client Fiat Money, tokens of the Client held by the Company at the request of the Client less the amount of remuneration payable to the Company, provided that the transfer is not prevented by the application of measures in the field of prevention of Legalization.