#TOKEPORTAL

Glossary

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

Tokeportal.hu operates in compliance with the relevant law and international best practices [1] but it is not a regulated institution by the National Bank of Hungary (hereinafter referred to as NBH) according to the Hungarian law. Our services are regulated firstly in our Terms and Conditions and in other related rules that is accessible for all our identified users.

This Glossary aims to create a better understanding of the definitions used in the Terms and Conditions, our other rules and communication of Tokeportal.hu.

If you have any further questions, please send us a message at hello@tokeportal.hu or use the chat service provided on the Platform.

 

[1] By international best practices, we generally refer to the practices of the leading crowd investing platforms operating under the jurisdiction of the European Union

Equity-based Terms of UseTerms of Use for Equity-based Campaigns
Donation-based Terms of UseTerms of Use for Donation-based Campaigns
Terms and ConditionsTerms and Conditions
Identification procedureA procedure executed by Tokeportal.hu according to the rules of the Terms and Conditions as well as our Privacy Policy. At the end of the Identification procedure the Users become Identified Users.

 

Identified UserA User who has successfully absolved the Identification procedure of the Platform.
Pre-registration, priority accessUsers can register on the platform to participate in the (private) pre-launch phase of the Platform where they can examine its operation.
UserPersons or legal entities or institutions without legal entity who have registered on the Platform with their email address or social media profile, but haven’t completed the identification process (preliminarily not identified) and have limited access to content on the Platform
ForumThe online site of the Campaign for sending messages, where Users can directly ask questions from the Campaign Initiator.
Impact, Social Impact It increases the attractiveness of the Campaign if besides being profitable, it solves a social or environmental problem. Companies with environmental or social impact may be especially suitable for crowdfunding as the communities affected by the social problem may become investors or supporters of the Campaign in order to contribute to the solution.

 

First Day of the CampaignThe banking day, when the Campaign Initiator publishes and launches its Campaign on the Platform.

 

Campaign DurationThe Campaign Duration is the number of calendar days until the Campaign lasts, within that the Campaign will have to reach its Minimum Funding Target from the day when it is launched. (The Deadline should be stated in the campaign outline and including the date of the last day of the campaign): according to international best practices this duration is at most 45-60 days long.

The Campaign Period is different from the Campaign Duration in that it includes the preparation for the Campaign, the initial funding phase, and in case of equity-based campaigns the capital increase phase as well.

The remaining days are calculated separately for the private and open campaign phases.

 

Last Day of the CampaignThe last banking day indicated on the Campaign page. If the Campaign has reached its Maximum Funding Target before that, then it is closed on that banking day. (See Successful Campaign below.)

 

Campaign AgreementThe bilateral written agreement between Tokeportal.hu and the Campaign Initiator or its founder, signed at the beginning of their co-operation, which lists all the specific Campaign conditions, including the Funding Target, the campaign structure, the related rights and responsibilities, as well as the conditions of future cooperation.

The terms of the Campaign Agreement, in particular the exclusivity and the applicable fees, are regulated in the Terms and Conditions.

The Agreement includes a consultation of 4 man-days free-of-charge; all further consultations are subject to a fee.

 

Campaign VideoA 2-4 minutes long public video in which the Campaign Initiator introduces the company, its executives, the planned operation and the purpose of the Campaign.

 

MentoringThe mentor network service provided by Tokeportal.hu and its Partners to the Campaign Initiators is aimed at preparing the Campaign Initiators to launch their campaign and begin the capital increase process. The mentoring service is offered at favourable pre-agreed startup prices.

 

ComplaintA notice, which the User submits either orally (in person or by phone) or in writing (in postal mail, e-mail or on the website) in compliance with the Complaint Handling Rules. The Complaint of the Complainant is related to an activity or omission of Tokeportal.hu regarding the implementation of the General terms of use between the Complainant and Tokeportal.hu, the performance of the contract or the termination of the contract.
PartnerAny natural or legal person who executes a contractual relationship with Tokeportal.hu.
PitchA presentation of the investment opportunity or donation opportunity based on the Campaign Documentation, including the Funding Target and the use of funds. It is usually a 3-8 minutes long oral and written presentation that introduces the financial plan, and is accompanied by a written presentation (Investment deck, Donation deck or pitch deck) of 15-20 slides. Campaigns are often called pitches, too. The Campaign Video usually introduces the same information as the written pitch deck, therefore it is considered a pitch, too. (Read more at the Campaign Documentation section).
Portal, platformThe website, which can be accessed at tokeportal.hu and app.tokeportal.hu as well as at other domains possessed by Tokeportal.hu.
Civil Code of HungaryAct V of 2013 on the Civil Code.
RegistrationRegistration at app.tokeportal.hu with an e-mail address or social media profile. The registration itself enables Users to browse the contents on the Platform and to initiate Donations. Further Identification of the User’s completed profile must be completed prior to initiating Investment Transactions. Users can access the detailed rules and investment offers after completing the Identification process.
Success fee, commissionThe net commission, that the Campaign Initiator pays to Tokeportal.hu from the capital or donations raised during the campaign period according to the Fee Regulation of Tokeportal.hu.

 

Successful CampaignTokeportal.hu considers a Campaign successful after the amounts arriving to the Custodian account of the Campaign Initiator reach the Campaign’s Minimum Funding Target. The Campaign continues until its expiry date or until reaching its Maximum Funding Target.

In case of Equity-based campaigns, after the Campaign has been closed, all investors shall wire the difference between the already paid advance payment and the indicated investment amount. Tokeportal.hu considers a Campaign definitively successful if the balance of the Custodian account reaches the Minimum Funding Target. This is followed by the legal procedures of capital increase, as well as the issuing of new shares and the allocation thereof.

 

Tokeportal.huTokeportal Private Company Limited by Shares
TransactionWe distinguish three different Transactions: Donation, Investment Indication and Campaign Launch.

Any Registered User of the Platform can initiate a Donation Transaction by clicking on the Donate button and paying the amount of donation.

Only Identified Users of the Platform are allowed to make Investment Indication and Campaign Launch Transactions. In both cases the Transaction is realized only upon approval by Tokeportal.hu. Both Transactions include two steps:

The Investment Indication Transaction includes wiring the advance payment (which is to be calculated based on the submitted investment amount) after clicking on the Invest button, and in the case of a successful Campaign, wiring the difference between the investment amount and the advance payment before the given deadline.

The Campaign launch Transaction can be carried out by the Campaign initiator who, having received the approval on the Campaign Documentation of Tokeportal.hu, launches the Campaign.

Post-campaign reportingThis includes the regular publication of the Key Performance Indicators (KPIs) that are determined by the Campaign Initiator; as well as the Information interval, during which Investors or Backers may ask questions posed to the Campaign Initiator regarding the performance of the company or organisation.

 

Company ProfileAn Investor Profile created by an Identified User on behalf of a legal person or an organization without legal personality.
Priority Access Campaign PhaseCampaign Initiators may decide to make their Campaign (which has already been approved by Tokeportal.hu but hasn’t been published yet) available only to certain registered Investors or Backers on the Platform. The purpose of the Priority Access phase may be to make the campaign available only to invited Users or in case of equity-based campaigns to find a Lead investor. The remaining days are calculated separately for the private and open campaign phases.

 

Angel InvestorAn Angel is an individual person, who possesses significant knowledge in the field of investment, entrepreneurship or relevant industry, and who contributes to the development of early-phase companies with his or her investment, advice and personal network. An Angel Investor may assume the role of Lead Investor in an equity-based crowdfunding campaign in exchange for a minority share in the company. Such Users can be considered Angel Investors on the Platform, who commit to invest at least HUF 1 million and must not invest anonymously.
Investment An investment commitment of an Investor by clicking on the “Invest” button of the Campaign, following which he/she becomes entitled to review the complete terms of investment and to submit a Declaration of Commitment to purchase shares

The transfer of the entire investment amount by the deadline will constitute the final declaration.

In case of public offering, one can invest by subscribing to the shares of the company. The subscription to shares is irrevocable.

PerksIn accordance with the international best practices of crowdfunding, the Campaign Initiator may offer relatively small rewards (perks) in order to attract the attention of investors. The specific investment amounts together with the perks make up the investment package.

 

Term SheetThe Term Sheet is a document published by the Campaign Initiator for the Identified Users with an Investor Profile, it is part of the Investment Documentation which includes the prospective shareholders’ rights, the pricing and all important relevant information. In the case of a successful Campaign, the Campaign Initiator increases capital in compliance with the Term Sheet, thus makes changes to the Articles of Association and establishes the Investment contract with the Lead Investor and other investors. If the terms of investment are indicative, i.e. not binding, then the terms may change marginally at the end of the Campaign upon the approval of Tokeportal.hu, in which case the Campaign Initiator simultaneously informs all the Investors of the changes.
Investor

 

In general, Identified Users with an Investor Profile at the Platform are called Investors. If applicable, Users shall comply with their national regulations, otherwise they shall act in accordance with the Hungarian legislative provisions.

We distinguish two categories of investors in accordance with the Hungarian Act CXXXVIII of 2007 on Investment Firms and Commodity Dealers: Professional and Retail Clients.

In accordance with the international best practices and in order to eliminate the risks explained in the Risk Warning, Tokeportal.hu recommends Retail Clients – excluding Angel Investors – to invest at most HUF 3,000,000 i.e. three million Hungarian forints per Campaign and to invest in Campaigns at most 20% of their annual savings with an investment purpose.

 

Investor ProfileA Profile established by an Identified User with providing the data of its bank account and Securities Account. Profile data are confidential. When creating the Investor Profile, Users have to select if they have any industry preferences regarding the investment opportunities.
Investor DocumentationThe documentation completed by the Campaign Initiator and submitted for approval to Tokeportal.hu, which includes the Campaign Video, the Campaign Details, the financial plan, the one-pager, the investment deck and the Term Sheet, both in English and in Hungarian. Following approval, these documents become accessible to Investors when the Campaign launches.
Entry knowledge testA short online test to be filled in by each non-professional investor, which calls attention to the specific risks of investing in early-phase companies (startups).

 

Hungarian Law on Investment CompaniesAct CXXXVIII. of 2007 on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities
ValuationThe Company Valuation is the pre-money (pre-campaign) valuation, which can be calculated by subtracting the value of the offered equity (the Minimum Funding Target) from the future company valuation (including the capital to be raised).
Declaration of CommitmentIdentified Investors can indicate their intent to invest in the selected Campaign by declaring their commitment and paying the indicated advance payment or the full amount. The Campaign Initiator accepts the validity of the commitment when receiving the advance payment. Tokeportal.hu informs the Investor about the value of the advance payment as well as the Custodian Account information at the same time as acknowledging the Declaration of Commitment.
Securities AccountAccording to Clause 46. of Paragraph 5(1) of the Act CXX of 2001 on the Capital Market it is an account for the owner on its dematerialised securities and the rights attached to them. In case of non-Hungarian investors, Tokeportal.hu helps organizing the transfer of shares via a subcustodian chain.
ExitExit occurs when investors sell all their shares in the company, usually years after purchasing them, when the company is acquired or if it goes public. Investors of early-phase companies usually realize a return on their investment during an Exit. Tokeportal.hu is not a regulated market and does not facilitate secondary trading, although it may indicate bid and sell offers, with the investors arranging the transactions outside the Platform.
Runway, Burn rateThe Runway of the company refers to the number of months when the fixed costs indicated in the financial plan (burn rate) are covered, funded. The Campaign Initiator discloses its Runway in its executive summary and in the summary of the financial plan.
Issuing of new sharesThe initial offering of securities for establishing ownership.

Campaigns launching at Tokeportal.hu are in compliance with the legal rules of private placement.

Private placement occurs when the preliminarily and individually identified Users who provided a Declaration of Commitment execute a capital raising in the Campaign Initiator by issuing new shares.

If the offering of a certain Campaign is proceeded via registering, then the rulings of the Capital Markets Act shall apply.

ComplianceTokeportal.hu regulates its operation in compliance with European Union and Hungarian legislative provisions and harmonizes with its contracts.

In case of equity-based crowdfunding campaigns, the Campaign Initiator companies undergo a legal compliance procedure, which consists of two steps. Firstly, the legal structure is designed, which will be suitable for the Campaign Initiator company to raise equity capital, in accordance with the framework of private offering. The second step is the capital increase in the Campaign Initiator company. The necessary documents for these two steps are created by a law firm assigned/approved by Tokeportal.hu, ordered by the Campaign Initiator.

Equity-based CampaignIn accordance with the international best practices of equity-based crowdfunding platforms and legislative provisions, a Campaign is an online communication project submitted by the Campaign Initiator and disclosed on the Platform after being approved by Tokeportal.hu, with a pre-defined Campaign Duration with aims to raise share capital. The Campaign includes the online Campaign Documentation and any further communication from the Campaign Initiator regarding the Campaign. In addition, Crowdfunding campaigns usually include an online Forum on the Platform, where Users with an Investor Profile can ask questions from the Campaign Initiator regarding the investment offer.

 

Campaign InitiatorA private limited company by shares, which launches a Campaign on the Platform in order to attract the attention of crowd investors and raise capital. Since the funds are raised in the form of share capital, if the company needs a legal procedure to become a private limited company by shares, Tokeportal.hu can offer professional help.

 

Campaign Documentation for Equity-based CampaignsThe documentation that the Campaign Initiator submits to Tokeportal.hu for campaign review and approval which contains the introduction of the Campaign Initiator and the outline of the use of funds and the Investment Documentation made in accordance with the best practices of the venture capital investment industry, which is accessible for Investors during the Campaign. Moreover, the Campaign Documentation includes all the documents, which justify the data disclosed in the aforementioned documents, as well as the Lead Investor Agreement.

The Campaign Documentation may not be modified during the Campaign, it is valid for 3 months and may be extended by at most 30 days. In case the Campaign is not launched within this period, the Documentation has to be updated.

Tokeportal.hu reviews this documentation and scores the Campaigns before launching them on the Platform.

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

Tokeportal.hu and the Lead Investor apply a scoring method, which is well-known in the venture capital industry, and launches only such Campaigns, which are scored as “suitable for investment”. However, they might be wrong or they might overlook some relevant or falsified information. Plans might be flawless but still differ from reality. Tokeportal.hu obliges Campaign Initiators to communicate any changes in an appropriate, prudent and ethical way, for 3 years following the end of the Campaign.

Risk WarningThe Risk Warning aims to inform prospective Investors about the risks involved in the transactions and which the potential Investors have to accept before making a decision.
Equity-based CrowdfundingCrowdfunding in general is an online form of alternative (non-banking) finance. Crowd investing refers to the Campaigns of private limited companies aimed at raising share capital through specialized online platforms. The conditions of crowdfunding comply with the regulations of private placement within the European Union, in accordance with the Civil Code of Hungary.

The general information regarding the Campaign may be accessed by anyone, but the complete Terms of the investment offer (the Term Sheet) may only be accessed by identified Users with an Investor Profile.

The Campaign is successful if the advance payments arriving on the custodian account and the indicated investment amount indicate the completion of the Minimum Funding Target. The company continues its operation as a private limited company; while the new shareholders – in accordance with the conditions detailed in the Term sheet – usually delegate their voting rights either to the Lead investor or to the person in the corporate governance of the Campaign Initiator company.

(The other domains of Crowd Funding are introduced on our FAQ page.)

KPIKey Performance Indicators are such indicators disclosed in the Campaign that represents the planned milestones of realizing the business plan that is introduced in the Campaign Documentation. The Campaign Initiator discloses the fulfillment of the indicators both on the online sites of the Tőkeportál and its own. Furthermore, in accordance with the information rules set forth in the Term Sheet, the Campaign Initiator enables opportunity for investors to raise their questions and receive answers.
LiquidityAn asset is considered liquid if it can be sold at market price within a typical time frame. The shares of startup companies are usually transferable but not liquid as there is no organized secondary market for trading them. This lack of liquidity (illiquidity) is one of the main risks of investing in early-phase companies
Professional ClientUsers who have created an Investor Profile and are considered professional clients or eligible counterparties based on § 48-51. of the Hungarian Laww on Investment Compannies that is based on the EU’s MiFID requirements. The investment service provider of the User provides a document, which justifies the User being a professional client.
Pricing, offering, valuationThe offering constitutes a (minority) stake in the business, its valuation is expressed in percentages of the total share-capital after the capital increase (this is called pricing) that the Campaign Initiator offers to Investors in exchange for the requested funds (Minimum Funding Target), in form of share capital.
Issuing of new shares and the allocation thereofIssuing of new shares of the Campaign Initiator Company is conducted by KELER Ltd. The allocation of the new shares pro rata to their invested capital is conducted by the Issuer, that is, the Campaign Initiator Company and upon its instructions the shares are transferred to the Investors’ securities accounts that is verified in their Profiles.
StartupAn early-phase fundraising company or project that has been validated as eligible for investment, which has in general: a previously existing product with significant growth potential and/or considerable social impact and/or significant online presence and/or an MVP, a product or a strongly validated concept. At Tokeportal.hu, the incorporation of such projects as a company limited by shares is necessary as the Campaigns are to raise share capital.

 

Return on investmentThere is a return on the investment required for the implementation of the financial plan, when the free cash flow of the firm (which is the remaining amount after covering the monthly expenses from the generated revenues) reaches the amount of investment. The return can be realized through dividends or exit. The Term Sheet discloses the Campaign Initiator’s initial Dividend Policy whether the Company intends to pay dividends or withholds the profit for further business development.
Funding TargetThe Funding Target is the amount of capital that the Campaign Initiator intends to raise in an equity-based campaign. The foreign exchange rate of the funding target is calculated on the basis of the official MNB exchange rate on the first day of the Campaign. The Campaign Initiator may set both a Minimum and a Maximum Funding Target. The Campaign is considered successful if it reaches the Minimum Funding Target.
Capital Markets ActAct CXX of 2001 on the capital market.
Business Angel Investor ProfileA profile created by an Identified User. There are no legislative requirements in force regarding the choice of Businesses Angel Investor Profile when registering on the Platform, nor do specific terms of use apply, but this signifies that the User with such a profile regularly invests significant amounts of capital in early phase companies.
ValidationThe process during which Tokeportal.hu as well as its mentor partners and advisors check, assess and score the Campaign Initiator’s business model, it’s product, solution, product-market fit etc.

The User Identification process is also called Validation, during which Tokeportal, at its discretion, with a specialized service provider and in discussion with the issuer of the document, reviews the data and documents submitted by the User.

Lead InvestorThe Lead Investors are angel investors or institutional investors or any other Users with an Investor Profile who have been approved as Lead Investors by Tokeportal.hu, who negotiate the terms of investment before the Campaign, indicate their intent to invest in the Campaign (usually in the extent of 10-50% of the Funding Target), keep in contact with other prospective investors and the Campaign Initiator and participate in corporate governance.

The terms of investment, which the Lead Investor agreed on with the Campaign Initiator, and which apply to all Investors of the Campaign, are included in the Term Sheet.

Funding TargetThe Funding Target is the amount of money that the Campaign Initiator intends to raise in a donation-based campaign. The foreign exchange rate of the Funding Target is calculated on the basis of the official MNB exchange rate on the first day of the Campaign. The Campaign Initiator may set both a Minimum and a Maximum Target. The Campaign is considered successful if it reaches the Minimum Target.
ComplianceTokeportal.hu regulates its operation in compliance with European Union and Hungarian legislative provisions and harmonizes with its contracts.

In case of Donation-based campaigns, the Campaign Initiators undergo a simplified legal compliance procedure, during which the registration data of the Campaign Initiator company/organization is examined.

Campaign InitiatorRegistered civil organizations, nonprofit or profit oriented ventures that launches a Campaign on the Platform in order to attract the attention of backers and raise funds.
DonationA commitment of a registered User of the Platform by clicking on the “Donate” button of the Campaign and paying the amount of donation.
Donation-based CampaignA Donation-based Campaign is an online communication project submitted by the Campaign Initiator and disclosed on the Platform after being approved by Tokeportal.hu, with a pre-defined Campaign Duration with aims to raise funds. The Campaign includes the online Campaign Documentation and any further communication from the Campaign Initiator regarding the Campaign. In addition, Crowdfunding campaigns usually include an online Forum on the Platform, where Users can ask questions from the Campaign Initiator.
Donation-based crowdfundingCrowdfunding in general is an online form of alternative (non-banking) finance. Donation-based crowdfunding refers to the Campaigns of companies or registered organizations aimed at raising funds through specialized online platforms. The general information regarding the Campaign may be accessed by anyone, but participation requires registration on the Platform.

The Campaign is successful if the amount of donations reach the Minimum Funding Target.

BackerAny registered User of the Platform who participates in a Donation-based Campaign.
Campaign Documentation for Donation-based CampaignsThe documentation completed by the Campaign Initiator and submitted for approval to Tokeportal.hu, which includes the Campaign Video, the Campaign Details introducing the Campaign Initiator and specifying the use of funds, the one-pager and the deck both in English and in Hungarian. Following approval, these documents become accessible to Backers when the Campaign launches.

The Campaign Documentation may not be modified during the Campaign, it is valid for 3 months and may be extended by at most 30 days. In case the Campaign is not launched within this period, the Documentation has to be updated.

During the preparation of the Campaign and the approval process, Tokeportal.hu regards all information submitted by the Campaign Initiator to be appropriate, clear and not misleading. Tokeportal.hu conducts a basic due diligence process; however, does not take any responsibility for the correctness of these data.