(Liechtenstein) GmbH, with business address at c/o House of Blockchain Dr. Grass-Strasse 12, 9490 Vaduz,
Liechtenstein and registered with company number FL-0002.609.744-9 (“Fifth Force LI” or “we” or “us”)
and the users of the website neufund.org (the “Neufund Platform”). The Neufund Platform makes
technical services (the “Services”) available to prospective and active businesses registered or located
outside the USA seeking to raise funds (“Issuers”) and prospective and active investors as non US-citizens
seeking to invest in those businesses via the Neufund Platform (“Investors”) (Issuers or Investors each also
a “User” or jointly the “Users” or “you/your”).
It is the responsibility of the Issuers and/or Users to independently assess in detail the implications of the Services and products provided by the Neufund Platform on their business or individual financial position.
Fifth Force LI may, at its sole discretion, from time to time and without prior notice to you, modify, suspend or disable, temporarily or permanently the Services, in whole or in part, for reasons such as, but not limited to, as a result of a security incident.
Please further note that in so far as investment assets subject to the German Investment Asset Act (VermAnlG) are intermediated, these services are provided by Fifth Force GmbH with business address at Cuvrystr. 4 Berlin, Germany 10997 pursuant to its registration as a financial investment broker under §34(f) of the German Industrial Code (GewO).
Fundraise with equity token via ETOs and ETO Agreements
The Neufund Platform enables the primary offering of securities as legally binding smart contracts on the
Ethereum (ETH) Blockchain - “Equity Tokens”. Equity Tokens are technologically enhanced quasi-shares
that guarantee crucial equity-like rights for Investors and Issuers. Legally, Equity Tokens may be
investment assets or securities and may therefore be subject to the provisions of regulatory law, such as
the Liechtenstein Banking Act (BankG) and the Liechtenstein Securities Prospectus Act (WPPG), and, in
particular, the obligation to publish a prospectus. An equity token offering (ETO) can be conducted by any
incorporated entity worldwide, however, at the moment the Neufund Platform does not accept
companies incorporated in the United States of America, due to regulatory uncertainty. For performing
and issuing an ETO the Users need to successfully register on the Neufund Platform and enter into
separate agreements for each investment in form of the “Reservation and Acquisition Agreement” and
“Token Holder Agreement” provided in the User Account (“ETO Agreements”). By linking on-chain representation with the off-chain asset the token owner holds rights that can be recognized off-chain. Accordingly, the protection offered to you as a User is two-fold. Off-chain, your rights are protected through the ETO Agreements or other applicable investment or token holder agreements (the “Off-chain Agreements”). On-chain, the rights incorporated in the Off-chain Agreements are mirrored in the smart contracts recorded on the Blockchain.
Neumark (NEU) and NEU token holders
Neumarks (NEU) are Neufund’s protocol tokens which participants may earn by investing as Investors into
ETOs based on the ETO Agreements. The NEU tokens entitle their holders to economic co-ownership of
the Neufund Platform and to a percentage of the revenues generated by the Neufund Platform. Investors
as NEU token holders receive a share of success fees paid by Issuers of ETOs, as well as the economic
benefit from every ETO conducted through the Neufund Platform as from the date the NEU tokens are
acquired. The amount of NEU tokens held represent the individual stake in the Neufund ecosystem. In
total, they thus represent the value of Neufund’s entire token economy.
nEUR is a stable coin which mirrors Euro (EUR) investments on the Neufund Platform. In order to facilitate an investment on the Neufund Platform in Euro (EUR), nEUR are created when funds are wired from a bank account in EUR and received in fully cleared funds in a designated bank account. Quintessence AG, a stock corporation organised and operating under the laws of Liechtenstein is an external payment provider facilitating the creation and use of the nEUR. Investors will be required to enter into a separate agreement for the payment services by an engaged licensed third-party provider pursuant to the terms and conditions set by Quintessence AG. The conversion rate between nEUR and EUR is 1:1. nEUR can only be used within the ecosystem of the Neufund Platform. It cannot be used outside of the Neufund Platform and it cannot be traded on exchanges.
There is no legal entitlement for using the Services provided by Fifth Force LI. Fifth Force LI has the right to stop or deny any registration without giving any reasons.
By the time of sign-up the User must be, if not an entity, at least 18 years old and fully contractually capable. In case of doubt Fifth Force LI is entitled to ask the individual user to submit documentary evidence of age or contractual capability.
Please note that the Neufund Platform does not allow registration of individual or corporate Investors or Issuers
currently residing in the countries identified by the Financial Action Task Force listed on their website.
Please also note that, due to regulatory restrictions, the Neufund Platform accepts neither Issuers nor Investors as citizen of, incorporated in, or residing in, the United States of America.
Following successful registration, you will be able to use the Neufund Platform. Please note that use of the Neufund Platform requires a wallet. Users may use an existing wallet. The Neufund Platform supports Ledger Nano and Meta Mask (note: usually through the Metamask interface Parity, Mist and MEW wallets may also be used). If you are an Investor and do not yet have a wallet, you can also use light wallet. For more information regarding the use of the light wallet, please see section 6 (Specific Provisions and Requirements applicable to Investors) below.
The User who registers as Investor must successfully complete the identity verification process in order to proceed with use of the Neufund Platform as Investor. For identification verification purposes, each Investor will be prompted to provide the necessary information requested by the operators of the Neufund Platform. Currently the following minimum information is required:
Thereafter, you will be able to register on the Neufund Platform using an existing wallet or, in the case that you do not yet have a wallet, you can also use the in-browser Light Wallet.
The Light Wallet is a starter solution for Investors who are new to blockchain. It is an in-browser wallet built from an open-source library. For Investors who intend to invest larger amounts, we strongly suggest using the Ledger Nano S. Issuers cannot use the Light Wallet and must use the Ledger Nano S.
If you are an Investor using the Light Wallet you will have full control of the private key to the wallet and you will therefore be solely responsible for the security of the wallet. At no point does the operator of the Neufund Platform have access to private key information nor can the operator of the Neufund Platform retrieve private key information. You are responsible for all the activity on your User Account, and for keeping your login link and the recovery phrase.
You are obliged to immediately inform us in case of suspicion or evidence of any misuse of your User Account by any unauthorized third parties.
In case of Issuers, the legal or validly authorized representative of the Issuer must register and successfully complete the identity verification process on behalf of the Issuer in order to proceed with use of the Neufund Platform and create a User Account. Please note that Issuers must register using a Ledger Nano S, the Light Wallet cannot be used by Issuers. Any Issuer seeking to raise funds through the Neufund Platform will need to fulfil the criteria set forth on the Neufund Platform. Currently the minimum criteria is:
Thereafter, and upon successful verification of Issuer for a User Account, the legal or validly authorized representative of the Issuer (the “Legal Representative”) will be provided access to Neufund Platform, enabling the Issuer through its Legal Representative to among other things, commence the process of raising funds by (i) specifying the terms of the offer for prospective Investors, (ii) raise funds in ETH and/or nEUR, (iii) manage communications and corporate governance matters with token holders, and (iv) raise follow-on rounds.
The Issuer and Legal Representative are obliged to immediately inform us in case of suspicion or evidence of any misuse of their User Account by any unauthorized third parties.
Representations and warranties are personal statements or assurances given by you on which we will rely when we provide the Services to you. By using the Neufund Platform, you represent and warrant that at all times, you acknowledge and confirm that all of the following is true:
You are at least 18 years old, or the age of legal consent for engaging in financial investment activities under the laws of any jurisdiction that applies to you;
You are not a politically exposed person and do not have any relationship (e.g., relative, associate etc.) with a person who holds or held any public position in the last 12 months. If the above statement is untrue or inaccurate with respect to you, please inform our customer support team at https://support.neufund.org/su... and we shall inform you if/how you may continue to use the Services.
You are of sound mind and judgement;
All the details that you have submitted to us or any details given to us when opening a User Account and/or making a deposit are accurate, up-to-date, complete and not misleading and match the name on the payment accounts in which you intend to deposit or receive monies from your account;
In general, the use of the Neufund Platform is free of charge.
As an Investor, you will not be charged any fees for participating in an ETO. After a successful ETO a success
fee is automatically deducted and distributed pro rata to the Investors as NEU token holders registered
and verified (according to and as described in section 6) on the Neufund Platform based on the ETO
Agreements in the following manner:
Investors who wish to invest in an ETO on the Neufund Platform can do it either with the existing cryptocurrency Ethereum (ETH) or using Neufund Platform specific fiat currency converted from Euro as also described in detail above (nEUR), depending on the specifications of the respective ETO and Issuer.
To invest in ETH the User will need to either register using the wallet where the ETH is held, or transferring it to one of the supported wallets used in the registration of the User Account.
To invest with nEUR the Investor will use bank to bank wire transfer to one of the respective bank accounts provided on the Neufund Platform. The funds which will be transferred by the User will be kept in the bank account and nEUR will be created for the User in order to enable the investment for the User.
Unless otherwise approved, third party or anonymous payments shall not be accepted when using the Neufund Platform. If the engaged payment provider or operator of the Neufund Platform is not satisfied that you are the sender of the money it reserves the right to reject the money and return it to the remitting Investor. You may be required to submit additional documentation as required by anti-money laundering regulations and any other similar regulations applicable to the Neufund Platform (“AML”).
According to our AML procedures any withdrawal request will be paid to the same individual that originally deposited money via any of the payment methods used by such User when the trading account was initially funded.
We reserve the right to engage and use third party provider to analyze your transaction in respect to AML requirements.
Details about the investment process and the conclusion of the agreements between Investor, Issuer and Trustee are set forth in the ETO Agreements provided through the Neufund Platform
In short, the process through which an Investor will be able to make an investment into an ETO is as follows:
As Investor, you will be represented in the Issuer’s shareholding structure by a designated trustee. The “Trustee” is a separate independent entity established by the Issuer exclusively for purposes of the ETO capital raising efforts and to act on behalf of ETO Investors. While the Trustee will represent the respective ETO’s Investors in the Issuer’s shareholding structure, the Investor remains the beneficial owner of all rights attaching to the shares (e.g. dividend and exit proceeds).
If the Issuer’s capital raising goal is met, (i) an investment agreement (as part of the ETO Agreements) is executed between the Issuer’s existing shareholders and a Trustee acting on behalf of the Investor and all other ETO Investors which is recorded electronically through the smart contract and as a hard physical copy, and (ii) a “Reservation and Acquisition Agreement” and “Token Holder Agreement” between the Investor and the Trustee which is recorded electronically through the smart contract and as a hard physical copy.
The agreement relating to the investment of the Investor and the rights relating to the Issuer will be provided to Investor and Issuer through the Neufund Platform.
It is the sole responsibility of the Users to independently assess in detail the implications of their
investments and fundraising provided via the Neufund Platform on their business or individual financial
As a provider of technology, we remind you that in some circumstances the use of the internet can at times be unreliable and at times you may experience trouble connecting to the Services. You agree that we will not be liable or responsible, and you will not hold or seek to hold us or any of our affiliates liable or responsible, for any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high internet traffic demand, security breaches and unauthorised access, and other similar computer problems and defects.
In the event our Services are free of charge the statutory liability provisions shall apply.
In the event our Services are not free of charge the following shall apply: Liability of Fifth Force LI on damages by or in connection with the execution of contractual obligations shall be excluded. The limitation of liability shall not apply to:
damages arising out of death, injury to body or health;
damages due to a neglect of duty by Fifth Force LI concerning essential contractual rights and obligations, which are absolutely necessary for a proper execution of the contract, and which might endanger the fulfilment of the contractual purpose (material contractual obligations). In that case, however, liability shall be limited to typical and foreseeable damages;
damages caused deliberately or due to gross negligence by Fifth Force LI;
liability according to the Product Liability Act;
liability in the case of the acceptance of a guarantee.
An exemption from liability as well as limitations of liability of Fifth Force LI shall also apply to the legal representatives and assistants of Fifth Force LI.
Fifth Force LI shall not be deemed liable for damages due to labor disputes and/or force majeure.
The Neufund Platform is an open source protocol for the tokenization of existing off-chain assets (e.g. existing equity). The Neufund Platform uses protocols to create ERC-20 based tokens that embody legally enforceable rights.
amendments shall be considered accepted by you provided that no objection is made in text form to Fifth
Force LI within one month as from when you receive notification of the amendment. Sending the objection
in due time shall be relevant for the compliance with the stipulated four-week period. Alternatively the
intended modification may also be announced in the form of an in-platform message. We will inform on
these consequences in its respective message.
In case the User objects to the modification within the four-week period Fifth Force LI shall be entitled to cancel the contract with immediate effect, without the User having any claims against Fifth Force LI arise. If the contractual relationship after the effective objection by the User continues, the previous terms and conditions shall remain in force.
We are committed to providing customer support services for Users. For any questions and/or concerns
please reach out through the following channels:
Our support portal (8:00 to 18:00 CET, Monday through Friday): https://support.neufund.org/support/home
Via email to [email protected]
Should individual or several provisions of the conditions hereof be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. In such case, an effective substitution provision which comes as close as possible to the intent ineffective provision shall be enforced. The same shall apply to gaps in the contract. In case this may constitute an unreasonable hardship for one of the contracting parties the contract shall become ineffective as a whole.