"BALKANIKA FINANCE" S.R.L. is a limited liability company organized and operating in accordance with the legislation of the Republic of Moldova, the registered office of the company is located at the address: Republic of Moldova, Chisinau municipality, 9/1 Kiev Street, registered in the State Register of Legal Entities under the state identification number: 1023600051022 as of 31.10.2023, for providing services (also called activity) on the participatory financing platform: https://balkanika.finance/ (hereinafter - the Platform), after obtaining the authorization of the activity from the supervisory authority (National Commission for Financial Markets).
The activity of "BALKANIKA FINANCE" S.R.L. as a provider of participatory financing services through the Platform is governed by these Rules (hereinafter - Rules, Rules of the Platform, Rules of the Platform, Rules of the Platform's use), the Law of the Republic of Moldova No 181/2023 on participatory financing services (hereinafter - the Law), as well as the subordinated normative acts, including those of the supervisory authority.
The management bodies of "BALKANIKA FINANCE" S.R.L. according to the articles of association are:
- The General Assembly (Decision of the associates) as the supreme deliberative and decision-making body,
- The administrator, as the executive and executive body
- The Censor, as a control body.
After the authorization of the activity by the supervisory authority, the activity shall be carried out, including by replacing the functions and departments of the organizational structure of "BALKANIKA FINANCE" Ltd. in compliance with the conditions provided for by the normative acts in force.
All internal normative acts approved by order of the administrator "BALKANIKA FINANCE" Ltd. and posted on the website are an integral part of these Rules, shall be interpreted and applied as part of these Rules.
The following Annexes form part of these Rules:
- Annex no. 1 - Internal control system (corporate governance and internal control mechanisms, including risk management procedures);
- Annex 2 - Information Security Procedures (procedures for the control and protection of data processing systems);
- Annex no. 3 - Business continuity plan "BALKANIKA FINANCE" S.R.L.;
- Annex no. 4 - Procedures for the assessment of the information contained in the key information sheet on the investment and its validation by "BALKANIKA FINANCE" S.R.L.
- (checking completeness, correctness and clarity of information);
- Annex 5 - Procedures for receiving and examining complaints from customers.
- Annex no. 6 - Procedure for the selection and publication of projects / participatory funding offers on the platform.
- Annex no. 7 - The procedures and payment systems in place whereby investors will
- receive remuneration for the capital invested through the Platform.
These Rules are intended to ensure compliance with the law, describe the systems, resources and procedures used to control and protect data processing systems; ensure proper management of personal data and information received from clients/potential clients, including the use of cloud technologies, as well as fraud prevention and privacy/data protection, also archiving of documentation; establish measures and procedures that, in the event of a service provider failure, ensure continuity of critical service provision related to existing investments and proper management of contracts between the potential provider and its clients: Describe approved procedures to verify the completeness, accuracy and clarity of the information contained in the critical investment information sheet; Describe procedures with respect to investment limits for non-sophisticated investors; Describe procedures in place for receiving and reviewing complaints from clients.
In accordance with the provisions of Law no. 181/2023 on participatory financing services - non-sophisticated investors may invest, within one year, a maximum of the equivalent in MDL of 200 euro for a single borrower-consumer or 5 000 euro in a single participatory financing project. Non-sophisticated investors may invest, in the course of one year, a maximum of the equivalent in MDL of EUR 10 000 for the total investments in participatory finance, of which a maximum of 35% may be directed into consumer loans. In order to comply with the established legal limits, the non-sophisticated investor is required to confirm, when making the investment, that it has complied with the ceiling requirements in question over the previous 12 months.
The amount of funds that may be granted to a consumer may not exceed the amount that constitutes the equivalent in Moldovan Leu of 7500 euro (the maximum ceiling), calculated at the official exchange rate of the Moldovan Leu established by the National Bank of Moldova on the date of placement of the participatory financing offer.
The conduct of the same consumer's equity crowdfunding offer (by one or more equity crowdfunding platforms) is allowed only within the maximum ceiling. The Rules for the use of the Participatory Finance Platform set out the general regulations for the activities related to investing and attracting investments through the BALKANIKA Participatory Finance Platform (hereinafter - the Platform, BALKANIKA), including the general procedure for the emergence, modification, termination and use of the rights and obligations of the persons using the Platform.
There are no functions within the delivery of participatory finance services that are to be or could be outsourced.
Pursuant to the regulatory legal provision, the associates of "BALKANIKA FINANCE" S.R.L. holding at least 20% of the share capital or voting rights, as well as persons holding positions of responsibility in the company or any person affiliated with them, are prohibited from entering into equity financing transactions offered on the Platform. BALKANIKA FINANCE S.R.L. shall take all measures to prevent, identify and disclose conflicts of interest between the Company, its associates, persons holding positions of responsibility and any natural or legal person linked to them by a controlling relationship within the meaning of Article 6 of Law no. 171/2012 on the Capital Market and its clients or between a client and another client.
In any case, in order to prevent conflicts of interest, BALKANIKA FINANCE S.R.L. does not admit any of the following situations:
(a) to directly or indirectly hold a stake in the equity financing offers placed on its own platform;
b) to place equity financing offers of developers who own at least 20% of the company's share capital, of persons holding positions of responsibility or of any natural or legal persons linked to them by a controlling relationship within the meaning of Article 6 of Law No. 171/2012 on the capital market;
c) carry out activities that may give rise to a conflict of interest or improperly use or disclose confidential information.
Information on the general nature and sources of conflicts of interest and the measures taken to mitigate these risks shall be provided to clients and potential clients by prominently displayed on the platform in a manner that enables each client to make an informed decision about the service in the context of which the conflict of interest arises.
Other aspects of the Platform's activities that are not covered by these Rules are regulated by law and subordinate acts, including acts issued by the Supervisory Authority.
The rules of the platform are a framework contract by which the parties agree to establish a contractual relationship, the terms of which will be specified in subsequent contracts concluded on the basis of the framework contract, the terms of which are accepted by the other party only by adhering to the proposed contract as a whole. These rules are binding on all persons using the platform.
Information on the types of crowdfunding services that will be provided:
- loan-based participatory finance services;
- investment-based participatory finance services;
- (optional) loan portfolio management.
Other activities that Balkanika uses when providing participatory finance services:
- the use of vehicles for the specific purpose of providing participatory finance services;
- applying creditworthiness assessment to participatory finance projects;
- suggesting the price and/or interest rate for equity offers;
- the use of a notice board.
On the Platform are published credit-based offers, investment-based projects, especially in the real estate sector, investments for real estate development, with real estate investors in particular. The selection of projects/offers to receive equity financing shall be carried out in accordance with the nature and risks of the equity financing services, in accordance with the information contained in the key information sheet on the investment, as well as in accordance with the provisions of the equity financing contracts, rules, instructions and policies approved and brought to the attention of the bidders.
Bids evaluated and selected according to the approved and published procedures and criteria, which will describe the interests of investors and project developers, are published on the Platform. As regards consumers, the approved Rules for the assessment of the creditworthiness of the project developer, which are published on the Platform, shall apply.
The Platform's website can be found on the Internet at: https://balkanika.finance/. All rights to the Platform belong to "BALKANIKA FINANCE" S.R.L. (hereinafter referred to as the Platform Operator).
Subsequent amendments to the Rules of the Platform shall be deemed to be tacit and unequivocal acceptance by the Participant if the Participant continues to use the Platform after such amendments. Continued use of the Platform shall be deemed to mean access in any form whatsoever to the Platform website.
The platform operator provides technical support for customers or potential customers of the platform between 09-00 and 16-00 (summer time UTC+3, winter time UTC+2), at the contact e-mail address[email protected] . .
Before registering on the Platform, any person is obliged to read these Rules carefully. By his initial registration on the Platform, a person confirms that he has read and agreed to these Rules and that he is willing to abide by the Rules of the Platform.
The content of the terms and conditions of use of the platform is set out in the contract of participatory financing services to which the clients of the platform adhere, as provided for in Article 8 para. (1) of Law no. 181/2023 and in the Decision of the National Commission for the Financial Market no. 36/1 of 30.07.2024 on the approval of the Regulation on the framework for the management of the activity of providers of participatory financing services.
1. In the "Terms and Conditions" section placed on the Platform, there may be additional rules or exceptions regarding the closure of Clients' accounts on the Platform, which, after being communicated clearly and accessible to all Clients, must be accepted by them in order to be entitled to continue operations on the Platform (use of the Platform).
2. Customer requirements and liability for misrepresentation
Investment promotion services may be provided only to persons over 18 years of age, legal entities and self-employed persons, provided that:
2.1.1. Natural person, individual entrepreneur:
1) Is not included on the list of natural persons with respect to whom there is information about their involvement in money laundering, extremist or terrorist activities and/or on the list of organizations and individuals with respect to whom there is information about their involvement in proliferation of weapons of mass destruction or are associated with such persons;
2) does not have an unexecuted or pending conviction for economic crimes or offenses against the state, public service interests;
3) in respect of which the court has not instituted or has not instituted proceedings applied in the insolvency (bankruptcy) proceedings or in respect of which he was and remains disqualified, during which he is not entitled to carry out entrepreneurial activity, as well as to occupy positions in the management bodies of the legal entity and to participate in any other way in the management of the legal entity.
2.1.2. legal person:
1) a commercial company established and operating in accordance with the law;
2) whose controlling persons and/or director/administrator (sole executive body) are not on the list of organizations and individuals in relation to which there is information about their involvement in money laundering, extremist or terrorist activities and/or on the list of organizations and individuals in relation to which there is information about their involvement in proliferation of weapons of mass destruction or are associated with such persons;
3) the persons controlling such legal person and/or its administrator (sole executive body) do not have an unspent or pending conviction for an economic crime or a crime against the state, public service interests;
4) the head (sole executive body) of such legal entity has not been subject to an administrative sanction in the form of disqualification or, as regards the head (sole executive body) of such legal entity, the period during which he/she is deemed to have been subject to an administrative sanction in the form of disqualification has expired;
5) no insolvency/bankruptcy proceedings have been initiated against such legal entity.
2.2. Requirements for investors:
2.2.1 Investors may be natural persons, sole proprietors and legal entities registered in accordance with legal requirements.
2.2.2. Investments by a citizen using a crowdfunding platform do not require state registration.
2.2.3 By accepting the Rules of the Platform, the investor gives an assurance of compliance with the specified requirements and guarantees that there are no reasons preventing the conclusion of contracts with the Platform Operator;
2.2.4. By accepting the Investment Proposal (offer), the Investor certifies that all the requirements set out in these Platform Rules are fulfilled;
2.2.5. The natural person must not mislead the Operator and must provide unbiased consent;
2.2.6. The platform operator has the right to validate the data provided by the investor, and until further information is obtained, the information provided by the investor is presumed to be true;
2.3 The client/potential client is obliged:
2.3.1 Not to use the Platform for illegal transactions or operations, including fraud or money laundering;
2.3.2. Provide truthful information when registering, completing the Loan Application and communicating with other clients;
2.3.3. Keep the tools necessary for logging on to the Platform, including the identity card, passwords and client (user) name in such a way that third parties do not get into their possession;
2.3.4. Inform the Platform Operator of subsequent changes to the data provided;
2.3.5. Inform the Platform Operator that third parties have obtained the data or tools specified in point 2.3.3;
2.3.6. Act polite and respectful when communicating with other customers or the Platform Operator.
2.3.7. upon registration confirm that he/she is at least 18 years of age and that he/she is a natural person or represents a legal entity that has been separately approved by the Platform Operator to use the Platform.
2.3.8. To be liable for damages caused to the Platform Operator and/or other customers, if the latter have relied on such false/ untruthful/ misleading information provided.
2.3.9. The Customer is liable for damages and losses resulting from the fact that third parties have come into possession of the data and tools specified in paragraph 2.3.3. The Customer is aware of this fact and accepts that third parties misusing the data may predispose the Customer to obligations that the Customer will be obliged to perform.
2.4 The Platform Operator shall have the right to restrict or cancel the Client's right to use the Platform and to refuse to fulfill its duties or obligations under these Rules, the Equity Funding Agreements, the Agency Agreement/Clause or any other agreement and/or contract if it becomes apparent that:
2.4.1. the Client has breached the Platform Rules or any of the obligations of any other agreement and/or contract entered into with the Platform Operator;
2.4.2 The Customer has provided the Platform Operator or other customers with false, misleading or inaccurate information;
2.4.3. The client acts in a vulgar manner or ignores generally accepted moral standards in society;
2.4.4 The Client does not identify with the Platform Operator's policies.
2.5 The Client shall transact with the Platform Operator directly and at its own risk. The Platform Operator shall not be liable for any obligations that may arise for the Client in accordance with legal requirements and as a result of the conclusion or execution of the Equity Funding Agreements, the Mandate Agreement/Contract or the use of the Platform.
2.6. The platform operator is not responsible for the accuracy and correctness of the information submitted by the client or any other person.
2.7 The platform operator shall not be liable for:
2.7.1. Accuracy of data provided by the client;
2.7.2. Violations of the Platform Rules by the Client or for illegal and/or fraudulent behavior of the Client;
2.7.3. Fulfilment of obligations under the Participating Financing Contract entered into with the Borrower, including, but not limited to, late contractual payments;
2.7.4. Fulfilment of the obligations arising from the Participatory Finance Agreements, Mandate Agreements/Clauses or any other acts or omissions of the clients.
2.8 Nothing in these Terms of Use shall limit the Customer's liability for willful breach of obligations.
3. Ways to invest using the Platform
3.1 Investors may enter into Participatory Finance Agreements with the Platform Operator only in accordance with the applicable regulatory acts, these Rules and the agreements concluded with the Platform Operator.
3.2. The realization of the investment through the Platform Operator takes place by the Investor empowering the Platform Operator to sign and manage, at the risk and for the account of the Investor, Equity Financing Agreements and/or collateral agreements (pledge, mortgage, surety, etc.) with one or more borrowers, within the limit of the amounts invested and the conditions approved by the Investor on his/her Platform Client Profile.
3.3. The Borrower's Investment Proposal is placed on the Platform and addressed to the Platform's clients, which represents a formal offer to enter into the Equity Contract (with the Borrower) on the individual terms specified in the Investment Proposal/offer. The Investor may revoke the investment within 14 days of making the investment.
3.4. The Investor confirms/reconfirms his/her identity by Electronic Signature or by making a bank transfer to his/her virtual account on the Platform from a private bank account opened in his/her name, or by means of other accepted payment instruments.
3.5. Borrowers are required to present a copy of a valid identity card/passport. The copy must be in color and double-sided. All customer information received through the identification process, such as name, surname, personal code (identification number), bank account number, domicile, residence, etc. will be collected at the end of the registration process and stored.
3.6 The Platform Operator shall not be limited to these Rules when identifying a Client and shall have the right to modify the Client identification process and to use any other means of identifying a Client or potential Client that it deems appropriate at any time.
3.7. When logging on to the Platform, the client must enter the client name (username) and password. Any person who logs on to the Platform using the Client's tools required for logging on will be presumed to be the plenipotentiary representative of the Client.
3.8. If the Platform Rules do not require any additional identification or formality, transactions (including trades) with the Platform Operator shall be executed only upon their approval via the registered Email.
4. Registration and initial authorization of the potential client on the Platform and adherence to the Platform Rules
4.1 Upon initial registration, the potential customer is obliged to read the content of these Rules, the personal data processing policy, the Risk Warning and to express the following consents:
1) consent to the processing of personal data.
2) agreement to receive a credit report based on credit history (for Borrowers).
4.2. The following customer data will be entered upon account registration:
4.2.1 For a natural person - name and surname, date of birth, place of birth, identity card data: series and number, date of issuance, issuing authority and, where applicable, issuing subdivision number, address of registration of domicile and address of actual domicile, personal code (identification number), e-mail address, mobile contact telephone number;
4.2.2. After filling in the data, the client will upload on the website scanned copies of: identity card, including photo, current address page of the current registered residence, marital status information.
4.3. The platform operator checks the correctness and completeness of the data provided and has the right to refuse the initial registration (not to accept the potential client) if the potential client has provided incorrect/false/manipulative/incomplete data.
4.4. The potential customer can register on the Platform (by selecting one or more options of its quality) as:
1) An investor who is a natural person;
2) An enterprising individual investor;
3) An investor who is a legal entity, being represented by the natural person empowered to make this registration;
4) An individual wishing to attract investment;
5) An individual entrepreneur, a person wishing to attract investment;
6) a legal person, a person wishing to attract investments, represented by the authorized natural person who carries out this registration, with the consent of the founder of the legal person.
4.5 The adherence to the Rules of the Platform by a potential client, which is a legal entity, through an authorized representative (e.g. power of attorney) other than the sole executive body of the legal entity is not permitted, i.e. is expressly prohibited by these Rules.
4.6. For joining the Rules of the Platform as a sole proprietor, the individual who has filled in the data in the client's account, chooses the status of sole proprietor according to the state registration number of the sole proprietor, accepts the Rules of the Platform and continues to operate on the Platform as a sole proprietor.
4.7. For joining the Rules of the Platform as a legal entity - the director/administrator (the sole executive body) who has filled in the data as a natural person, - chooses the status of a legal entity, on behalf of which he/she will act as a client of the Platform Operator, accepts the Rules of the Platform and continues to operate on the Platform already on behalf of the respective legal entity.
When registering as a person wishing to attract investment, a legal person must additionally provide the following information and documents:
1) information on all persons who have the right to dispose of the share capital or voting rights in the supreme management body of the legal entity, or any other persons who have influence over the activity of the legal entity;
2) information on the structure and nominal composition of the management bodies of the legal entity;
3) the annual (financial) accounts for the most recently completed financial year, together with the auditor's report on those accounts, if the annual financial statements have been audited;
4) list of disputes in which the legal entity is directly or indirectly involved.
4.8. After the prospective customer has carried out the specified actions, the Operator shall ensure verification of the data. The Operator has the right to require the provision of certain additional documents and information at its sole discretion. The information requested at the data verification stage is necessary for the Operator to identify and verify the Prospective Client's compliance with the Rules of the Platform. On the basis of the data provided in the potential client's application and the data received as a result of additional requests, the potential client is verified, and the Operator decides whether to accept the potential client as a client and whether to enter into Equity Contracts and any other transactions on the Platform. The Potential Client obtains the right to make full use of all services of the Platform as a Client under the conditions set out in the Rules of the Platform, after adherence to them and acceptance by the Platform Operator.
