General terms and conditions of use and contracting for the platform
Version dated 7 October 2026
1. Platform owner and operator.
The Toqen Kâpital Platform is the digital access channel for issues promoted by TOQEN KÂPITAL, S.A. and, where applicable, by other companies identified in each opportunity, including special purpose vehicles (SPVs). Toqen is the owner and operator of the Platform and may also act as Issuer. Its involvement and that of the other participants will be identified in the documentation for each issue.
The investment is formalised between the Investor and the Issuer identified in the opportunity documentation. For its own issues, TOQEN KÂPITAL, S.A. will be a party to the investment agreement and will be liable for the obligations arising from the issue. Where an SPV or another company issues the securities, that company will be the issuing party, within the scope and with the guarantees expressly provided for in its documentation.
Owner: TOQEN KÂPITAL, S.A. (Toqen).
NIF: A27577618.
Address: Calle Gabriel Miró 3, 3º, Oficina 10, 41704 Dos Hermanas (Sevilla), Spain.
Sevilla Commercial Registry, Section 8, Sheet SE-155054.
Information and contact email: info@toqenkapital.com.
This Platform is operated under the domain https://www.toqenkapital.com (the “Platform”).
2. Applicable legislation
The Platform and the legal relationships arising from its use are governed by the applicable legislation of Spain and the European Union and, in particular, by:
Law 34/2002 of 11 July on Information Society Services and Electronic Commerce.
Royal Legislative Decree 1/2007 of 16 November approving the consolidated text of the General Law for the Protection of Consumers and Users, where applicable.
Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018.
Law 10/2010 of 28 April on the prevention of money laundering and its implementing legislation, where applicable.
Law 6/2023 of 17 March on Securities Markets and Investment Services, where the published opportunities are structured through transferable securities or other financial instruments, insofar as applicable to the issues, issuers and participating financial entities.
Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Capital Companies Law, as regards the issue of bonds or other instruments by issuing companies.
Regulation (EU) 2022/858 of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology, insofar as applicable to the participating infrastructures or authorised entities.
Law 6/2020 of 11 November regulating certain aspects of electronic trust services.
Regulation (EU) No 910/2014 (eIDAS) on electronic identification and trust services for electronic transactions.
Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended, and the legislation on the distance marketing of financial services to consumers, where applicable.
3. Definitions
For the purposes of these General Terms and Conditions:
“Platform”: the website accessible at https://www.toqenkapital.com, operated by TOQEN KÂPITAL, S.A.
“Toqen”, “Owner” or “Platform Provider”: TOQEN KÂPITAL, S.A., responsible for operating the Platform and, where so identified in the opportunity documentation, the Issuer of the securities.
“Affiliated companies”: companies affiliated with Toqen which, where applicable, participate in an opportunity as issuers, promoters or companies receiving financing. Their identity, functions and relationship with Toqen will be indicated in the opportunity documentation.
“User”: any natural or legal person who accesses the Platform.
“Investor”: a User who, after completing the relevant registration and verification process, participates or intends to participate in an opportunity published on the Platform.
“Opportunity” or “Project”: each investment or financing transaction published on the Platform, together with its specific documentation. The company developing the project or receiving the financing may be different from the Issuer.
“Subscription Period”: the period during which Users may apply to subscribe for bonds and make payment, in accordance with the closing dates and conditions set out in the Issuance Document.
“Ticket”: the operational unit or denomination used on the Platform to refer to the minimum participation or investment fraction offered in an opportunity, on the terms specified in the applicable documentation.
“Issuer”: TOQEN KÂPITAL, S.A. or the company identified as the issuer in the Issuance Document. “SPV”: a special purpose vehicle which may act as Issuer or develop a project, as expressly indicated. Being the project company does not in itself imply being a direct debtor of the Investor.
“Financial instruments represented using TRD/DLT”: financial instruments whose issuance, registration, transfer or storage is supported, in whole or in part, by distributed ledger technology, on the terms and to the extent set out in the Issuance Document and/or the applicable documentation.
“ERIR”: the entity responsible for administering the entry and registration of securities represented using TRD, designated for the issuance and having the functions and responsibilities assigned to it by the applicable legislation.
“Issuance Document”: a document prepared by the Issuer or under its responsibility which identifies the Issuer and describes the securities, their economic terms, risks and other characteristics. It shall be provided before entering into the contract, together with the applicable contracts. Its designation does not make it equivalent to a prospectus approved by the CNMV.
“Subscription Application”: a User's application to acquire a specified number of bonds by expressly accepting the General Terms and Conditions and the Issuance Document, the contract for which is concluded in accordance with section 5.3.
“Authorised Third Party”: an authorised entity participating in the issuance in the functions assigned to it under the applicable legislation and the Issuance Document.
“Wallet”: an address, identifier or technical account associated with the Investor which, where applicable, is used to identify, allocate or manage financial instruments represented using TRD/DLT, in accordance with the documentation for each issuance and the technological infrastructure used.
“KYC Provider”: a provider specialising in identity and documentation checks. The Platform uses Sumsub, with facial recognition and liveness testing, in accordance with the Privacy Policy and the specific information provided before capture.
4. Purpose and functionality of the platform
4.1. Purpose
The Platform enables access to issuances by Toqen and other companies identified in each opportunity, including SPVs that may be incorporated for future transactions, and the management of registration, documentation, electronic contracting and investment monitoring. The same company may undertake different issuances, each with its own terms and conditions.
The Platform constitutes a technological environment enabling:
The creation and management of User accounts.
Access to general information and documentation relating to each opportunity.
Applications to subscribe for bonds by expressly accepting the General Terms and Conditions and the Issuance Document.
Receipt of communications relating to the investment.
Technological and documentary management associated with the investment process.
The subscription is formalised directly with the Issuer through acceptance of the General Terms and Conditions and the Issuance Document, acceptance of the application by the Issuer and receipt of the funds, in accordance with section 5.
4.2. Delimitation of responsibilities
TOQEN KÂPITAL, S.A., in its capacity as owner of the Platform:
Provides digital services for access, registration and technological and documentary management associated with the investment process.
Does not act as an investment firm.
Does not provide financial advice or make personalised investment recommendations.
Does not guarantee the economic success of projects or the absence of investment risk. When acting as Issuer, it must meet its obligations to pay principal and interest and all other obligations contractually assumed.
Does not carry out activities reserved for investment firms or authorised entities under securities market legislation.
The Issuer identified for each opportunity is liable for the obligations arising from the issuance. If the Issuer is Toqen, references to its technological role do not limit its liability as debtor. If the Issuer is an SPV or another company, Toqen does not assume its obligations merely by operating the Platform or being connected with it, without prejudice to its own liabilities and any guarantees it expressly provides.
The Platform does not provide services involving the reception and transmission of orders, the execution of orders on behalf of third parties or the custody of financial instruments. The marketing of issuances by companies other than Toqen shall, where required, be arranged with the involvement of authorised entities. These Terms do not authorise Toqen to provide reserved investment services.
Where an Entity Responsible for Entry and Registration (ERIR) or other third parties are involved, their functions and responsibilities shall be governed by the applicable legislation and the specific documentation for each issuance.
4.3. Nature of the information
The information published on the Platform is for information purposes and does not, in itself, constitute a personalised investment recommendation or the provision of investment services or financial advice, without prejudice to the possibility that certain opportunities may be structured as issuances of securities in accordance with the applicable legislation, as shall be detailed in the corresponding Issuance Document.
Each opportunity shall have its own contractual and regulatory documentation, which the Investor must review and accept before formalising their participation.
Forecasts of revenue, costs, project returns, IRR or ROI are estimates and do not guarantee results. They must be distinguished from the interest and other economic rights agreed under the securities, which constitute obligations of the Issuer under the terms of the Issuance Document, subject to the risk of default.
The Platform incorporates an appropriateness assessment concerning the User's knowledge and experience, the result of which shall be reviewed by a person. The assessment does not constitute advice or a personalised recommendation and does not guarantee returns or the recovery of capital. Completing it does not exclude the assessment obligations incumbent upon any authorised entities involved.
4.4. Acceptance of specific documentation
Participation in each opportunity requires express acceptance of these General Terms and Conditions and the corresponding Issuance Document. The Privacy Policy shall be provided during registration; reading or accepting it does not constitute general consent to any processing or to marketing communications.
Acceptance of the General Terms and Conditions and the Issuance Document shall take place through the express acceptance mechanisms made available on the Platform, without requiring the electronic signature of a separate document. The Investor may retain a copy on a durable medium and shall receive electronic confirmation of the contract.
The contract shall be concluded in Spanish, unless another language is expressly offered. Before confirming, the User may review the details and request their correction at info@toqenkapital.com. The Platform shall retain evidence of the conclusion of the contract and provide a copy of the accepted documentation by electronic means.
The Investor declares that they have had prior, sufficient and free access to the contractual and regulatory documentation applicable to the relevant opportunity, and that they have had the necessary time to review it before giving their consent.
5. Registration and contracting process
5.1. Registration on the Platform
To participate, the User must create an account and be of legal age with sufficient capacity to enter into a contract, or act as the duly authorised representative of a legal entity. They must meet the access requirements and comply with the territorial restrictions established for the issuance.
Registration shall require completion of the requested details, express acceptance of these Terms and receipt of the Privacy Policy. Consent to processing that requires it shall be requested separately.
The User warrants that the information provided is true, accurate and up to date, and is responsible for keeping it updated.
Toqen may verify the User's identity at any time and suspend or cancel the account in the event of a breach of these Terms, where reasonably justified.
5.2. Identity verification and regulatory compliance
Before participating in an opportunity, the User must complete the identification and verification process required under the applicable legislation on the prevention of money laundering and, where applicable, under securities market legislation.
Identity checks are supported by a specialist external provider, using facial recognition and liveness detection in accordance with the specific privacy information. KYC assessment and review shall be carried out manually by Toqen staff, who shall analyse the questionnaire and documentation and request additional information where necessary on the basis of risk, before deciding whether to accept or continue the relationship.
Insufficient identification or the inability to apply due diligence measures shall prevent the investment from being formalised. Before entering into the contract, the User shall also complete the appropriateness assessment; its result shall be reviewed by a person and the warnings or consequences for access applicable to the issuance shall be communicated.
5.3. Formalisation of the financial contribution
The User shall request to subscribe for a specified number of bonds by expressly accepting these General Terms and Conditions and the Issuance Document on the Platform, and shall make the bank transfer within the indicated period.
The contract shall be concluded once the application has been accepted by the Issuer and the funds have been received in the designated account, subject to prior completion of the applicable identification and access checks. The Platform shall send electronic confirmation of the transaction.
The subscription shall be executed in the smart contract once the Subscription Period has ended, provided that the conditions set out in the Issuance Document have been met, including the required minimum funding amount. If they are not met, the amounts contributed shall be returned in accordance with that document.
The Platform may request proof of transfer or additional documentation to validate the transaction. The funds shall be deposited in the account indicated for the issuance, including the escrow account where applicable, and their release and use shall be subject to the agreed milestones.
5.4. Confirmation of participation
Once the application has been accepted by the Issuer and the funds have been received, subject to prior fulfilment of the access requirements, the Platform shall send the User electronic confirmation of the subscription, indicating the number of bonds and the amount paid.
The commencement of interest accrual and the maturity date shall be those established in the Issuance Document. The subscription shall be executed in the smart contract at the end of the Subscription Period, subject to fulfilment of the conditions of the issue, in accordance with section 5.3.
5.5. Legal nature of the subscription process
The User acknowledges that:
The contract is concluded in accordance with section 5.3, through acceptance of the General Terms and Conditions and the Issuance Document, acceptance of the application by the Issuer and receipt of the funds, subject to prior fulfilment of the access requirements.
The subscription shall be executed in the smart contract at the end of the Subscription Period, provided that the conditions of the issue are fulfilled.
The Issuance Document shall specify the subscription period, the minimum amount (softcap), the maximum amount (hard cap), the closing conditions and the use of the funds. Reaching the softcap shall not bring forward the commencement of the term or the accrual of interest where a specific date has been agreed. If the minimum is not reached by the end of that period, contributions shall be refunded in full in accordance with the procedure and timeframe set out in the Issuance Document.
Registration by the ERIR (entity responsible for registration and record-keeping) and registration-related actions shall be carried out in accordance with the applicable legislation, without in themselves altering the agreed dates of economic effect and payment schedule.
6. Acquisition of financial instruments
6.1. Subscription through the Platform
The acquisition of financial instruments shall be formalised directly with the Issuer through the acceptance and payment procedure set out in section 5. The securities offered on the Platform are not admitted to trading on regulated markets or multilateral trading facilities.
6.2. Nature of the financial instruments
Issues may take the form of bonds or other securities or financial instruments, including securities represented using distributed ledger technology (DLT). Their nature, rights, agreed interest or variable return, term, risks, security and transfer arrangements shall be defined in the Issuance Document.
The acquisition of a bond confers a claim against the Issuer; it does not in itself confer ownership of the property or a direct right against the financed company.
6.3. Contractual relationship with the Issuer
The Investor contracts directly with the Issuer identified in the Issuance Document. Where Toqen is the issuer, it shall be a party to the contractual investment relationship. Where an SPV or another company is the issuer, that entity shall be the issuing counterparty and Toqen shall perform the expressly identified functions, with the involvement of authorised entities where appropriate.
6.4. Involvement of the ERIR and other third parties
Issues represented using DLT shall involve the ERIR (entity responsible for registration and record-keeping) appointed in accordance with the applicable legislation. The Issuer carries out the issue through the corresponding smart contract, and the ERIR administers the registration and recording of the securities.
The documentation shall identify the network and the parties involved. Registration or publication of the appointment of the ERIR does not amount to approval of the investment terms by the CNMV, nor does it guarantee its profitability.
6.5. Issuer liability and guarantees
The Issuer, whether Toqen or the company identified for each issue, shall be liable for the principal, interest and other agreed obligations. Additional guarantees shall exist only if they are expressly established and described.
The involvement of a related company, the ERIR or a technology provider does not in itself constitute a surety or guarantee for the issue.
6.6. Risks, transfer and liquidity
The Investor acknowledges that all investments entail risks, including the possible total or partial loss of the capital invested, market risks, project execution risks, liquidity risks and technological risks associated with the use of DLT. The Investor must review the risks described in the Issuance Document before formalising their participation.
Transfer shall be subject to the applicable legislation and the restrictions of the issue, including identification of the acquirer and updating of the register where appropriate. Representation by means of tokens does not ensure liquidity, immediate trading or the existence of a secondary market.
6.7. Offer regime and information documentation
Each offer shall be subject to the applicable prospectus regime or exemption. The documentation shall identify the Issuer, the offeror where different, and the basis for the exemption, where applicable, taking into account the aggregate amount and the applicable calculation rules.
The existence of several issues or special purpose vehicles does not in itself determine whether an exemption applies. An offer exempt from the prospectus requirement may still be a public offer; its publication on the Platform does not imply approval by the CNMV.
7. Payment for financial instruments and refunds
7.1. Payment channel and account ownership
Payment shall be made by bank transfer to the account specified for each issue, within the timeframe communicated on the Platform.
The account shall be held in the name of the Issuer or the entity acting on its behalf, as identified in the Issuance Document and in the payment instructions. Where an escrow account is used, the release of funds shall be subject to the release conditions laid down for the issue.
7.2. Transfer and formation of the contract
The contract shall be formed when the User has expressly accepted the General Terms and Conditions and the Issuance Document, the Issuer has accepted their application and the funds have been received, subject to prior completion of the applicable identification and access checks.
The Platform shall send electronic confirmation of the subscription, indicating the number of bonds and the amount paid. Its execution in the smart contract shall take place at the end of the Subscription Period, provided that the conditions of the issue are met.
The commencement of interest accrual and the maturity date shall be as set out in the Issuance Document.
7.3. Reconciliation and validation of payment
Validation of payment shall require actual receipt of the funds, correct identification of the payer and compliance with the applicable KYC and anti-money laundering checks.
The Platform, the Issuer or the third parties involved, within their respective roles, may request proof of transfer, documentary evidence of the source of funds or other information necessary to validate the transaction and comply with their legal obligations.
7.4. Refunds and reimbursements
A refund shall be due in the circumstances provided for in the Issuance Document, including failure to reach the softcap at the end of the Subscription Period, cancellation of the issue, inability to formalise the investment as a result of the applicable checks, or amounts contributed in excess of the accepted subscription.
If the softcap is not reached, contributions shall be refunded in full in accordance with the procedure and timeframe set out in the Issuance Document. Funds shall not be reallocated to another issue without the Investor's consent.
The refund shall be made to the originating account, unless there is a justified reason requiring the use of another duly verified account held by the same account holder, and shall be subject to applicable statutory freezing measures or restrictions.
Before the contract is entered into, information shall be provided on any applicable right of withdrawal, its time limit and how to exercise it, or on the applicable statutory exception. The use of tokens does not in itself exclude that right.
7.5. Issuer's responsibility for payment
Responsibility for the payment of interest, returns, amortisation and repayment of principal rests with the Issuer identified in each issue, without prejudice to the involvement of paying agents and any guarantees expressly established.
Where Toqen is the Issuer, it shall assume those obligations directly. Where the Issuer is another company, ownership of the Platform does not make Toqen a guarantor, surety or jointly and severally liable party, without prejudice to any obligations it expressly assumes and its liability for its own acts.
8. Taxation and withholding taxes
8.1. Informational nature
The tax regime applicable to investments shall depend on the nature of the financial instrument and the Investor's personal and tax circumstances. Tax information provided on the Platform or in the documentation for each issue is for information purposes only and does not constitute tax advice.
The Investor is responsible for analysing the tax implications of their investment and, in the event of doubt, is advised to consult an independent tax adviser before making any decision.
8.2. Withholding taxes and certificates
Where legally required, tax shall be withheld by the entity which, under tax legislation and the structure of the transaction, is the payer or the party required to withhold tax, as indicated in the issue documentation. The entity under that obligation shall provide the Investor with the relevant tax certificates in accordance with the legislation in force.
Any expenses, fees and costs payable by the Investor shall be disclosed in the documentation for each opportunity before the contract is entered into. No costs shall be charged unless disclosed and accepted or authorised by law.
8.3. Investor's obligations
The Investor shall be solely responsible for complying with their tax obligations, including the correct declaration of returns, interest, income, capital gains or any results arising from the investment, both in Spain and in their tax jurisdiction, without prejudice to any withholding or reporting obligations incumbent on third parties.
9. Personal data protection
9.1. Data controllers and roles
In the context of the operation of the Platform and the investment opportunities published, the various parties involved shall act as controllers of personal data according to their respective responsibilities and areas of activity:
(i) TOQEN KÂPITAL, S.A. is the controller of the Platform data and, where it issues the securities, of the investment relationship. Its processing activities comprise:
a) the registration, management and maintenance of the User's account;
b) access to and use of the Platform and its functionalities;
c) management of the subscription and electronic contracting process, including the sending of documentation, evidence of acceptance and operational communications; and
d) security and fraud prevention, KYC/AML/CTF checks and the appropriateness assessment within the scope of its functions.
(ii) Where the Issuer is a company other than Toqen, it shall be the controller for the processing it determines in order to formalise, implement and manage its issuance and comply with its obligations. Any processing arrangements or instances of joint controllership that may exist shall be specified and disclosed according to the actual operations; they shall not be presumed on the basis of membership of the same group.
(iii) The ERIR (entity responsible for registration and record-keeping) designated for each issuance and the other parties involved shall act as controllers or processors according to their functions, in accordance with the applicable legislation and the specific documentation for the issuance.
Data shall be disclosed to the relevant Issuer, the ERIR and the other parties involved only where necessary and where an applicable legal basis exists. The financing of a project company does not in itself entail the provision of investors' personal files to that company.
Each controller shall process personal data in accordance with its own privacy policy and within the limits of its respective remit.
9.2. Applicable legislation
Data processing is carried out in accordance with Regulation (EU) 2016/679 (GDPR), Organic Law 3/2018 (LOPDGDD) and, where applicable, sector-specific legislation relating to anti-money laundering and counter-terrorist financing (AML/CTF).
9.3. Categories of data
Identification, contact, access and usage, financial and payment, identity verification and due diligence data shall be processed, including biometric data from the procedure with Sumsub, and the answers to and results of the appropriateness assessment. The categories, purposes and conditions are detailed in the Privacy Policy and in the specific information on the biometric procedure.
9.4. Purposes of processing
Personal data shall be processed for the following purposes:
a) managing the registration, authentication and maintenance of the User's account;
b) enabling access to the Platform and use of its functionalities;
c) processing subscription and electronic contracting, including the sending and retention of evidence of acceptance;
d) managing operational communications and dealing with enquiries and incidents; promotional notices concerning new opportunities shall be subject to the applicable rules on commercial communications;
e) carrying out KYC/AML/CTF checks and the appropriateness assessment, with human review in accordance with the preceding sections;
f) ensuring the security of the Platform, fraud prevention, operational traceability and continuity of service; and
g) complying with applicable legal obligations and responding to requests from competent authorities.
9.5. Legal bases (lawfulness)
The legal bases for processing shall be:
a) performance of a contract or the taking of pre-contractual steps (Art. 6.1.b GDPR), for registration, use of the Platform and processing of the subscription;
b) compliance with legal obligations (Art. 6.1.c GDPR), in particular, where appropriate, obligations under commercial, tax and AML/CTF legislation;
c) legitimate interests (Art. 6.1.f GDPR) in ensuring the security, integrity, traceability, fraud prevention and proper functioning of the Platform, as well as in defending against claims; and
d) where appropriate, consent (Art. 6.1.a GDPR) for purposes not necessary for the performance of the contract (for example, commercial communications), which may be withdrawn at any time with the effects set out in the Privacy Policy.
Biometric processing also requires the specific legal authorisation applicable to special categories of data. Acceptance of these Terms does not in itself constitute consent to such processing.
9.6. Recipients and disclosure of data
By accepting these General Terms and Conditions and using the Platform, the User is informed that their data may be disclosed, where necessary for the purposes described, to:
a) the Issuer company for the opportunity in which the User participates or intends to participate;
b) affiliated companies actually involved in the transaction, only where there is a legal basis and to the extent necessary for their role; corporate affiliation does not authorise general access to the data;
c) the ERIR (Entity Responsible for Entry and Registration) designated for the issue and, where appropriate, third parties with registration or validation functions;
d) technology providers supplying services to Toqen or the Issuer (for example, electronic contracting, hosting, KYC verification and communications), acting as data processors; and
e) public authorities, judicial or administrative bodies where there is a legal obligation or a request.
9.7. International data transfers
Where any of the providers or systems used involves international transfers of data outside the European Economic Area, such transfers shall be carried out in accordance with the mechanisms provided for in the GDPR (for example, adequacy decisions, standard contractual clauses or other applicable instruments). Up-to-date details of transfers, providers and applicable safeguards shall be provided in the Privacy Policy.
9.8. Retention periods
The data shall be retained for the duration of the relationship and for the applicable statutory and liability periods, subject to the appropriate access restrictions and blocking. Documentation subject to retention under anti-money laundering and counter-terrorist financing (AML/CTF) legislation shall be retained for ten years and, after five years, subject to the access restrictions prescribed by law. This period does not apply indiscriminately to all data. Details are set out in the Privacy Policy.
9.9. Specific aspects of the use of Distributed Ledger Technology (TRD/DLT)
Where an opportunity is structured through financial instruments represented using TRD/DLT, the User acknowledges that technical records associated with digital identifiers and transactions may be generated which, owing to the nature of the technology, may be persistent. In all cases:
a) identification documents and KYC files shall be retained off the blockchain; wallet addresses and transactions recorded on a public network may be accessible to third parties and are not necessarily anonymous;
b) the link between the User's identity and the technical identifiers shall be managed through internal systems with pseudonymisation, access control and security measures; and
c) rights shall be given effect in respect of the data under the control of each controller, and actions shall be coordinated with the ERIR (Entity Responsible for Entry and Registration). The persistence of records does not imply a waiver of rights, nor does it allow the erasure of information published on a distributed network to be guaranteed.
9.10. User rights
For any matter relating to the processing of natural persons' data by the platform, you may contact the Data Protection Officer at the following email address: dpd@toqenkapital.com
The User may exercise their rights of access, rectification, erasure, objection, restriction of processing and portability, and, where appropriate, withdraw the consent given, by sending a request to the email address rgpd@toqenkapital.com . The user is reminded that they have the right to lodge a complaint with the Spanish Data Protection Agency (www.aepd.es) and that they may object to the processing of data for marketing purposes.
10. Prevention of money laundering and terrorist financing (AML/CTF)
Toqen is an obliged entity by virtue of its property development activity, pursuant to Law 10/2010. The other issuing companies shall comply with the obligations applicable to them by virtue of their activity and legal status, without the same regime being presumed to apply merely because they are affiliated with Toqen.
Likewise, where an Entity Responsible for Entry and Registration (ERIR) which has the status of an investment firm or another entity subject to AML/CTF obligations (for example, a securities agency) participates in an issue, that entity shall also act as an obliged entity within the scope of its functions and responsibilities, applying its own due diligence procedures, internal controls and other legally enforceable obligations, without prejudice to its registration and validation functions under securities market legislation and the documentation for the issue.
Toqen shall apply its due diligence and internal control procedures. Each obliged entity shall retain the responsibility legally incumbent upon it, even where it uses providers or relies on checks by third parties in the circumstances permitted.
Within the framework of their respective legal obligations, Toqen and/or the relevant Issuing company and/or, where applicable, the ERIR (Entity Responsible for Entry and Registration) may:
require the User or Investor to provide additional information and documentation concerning their identity, beneficial ownership, economic activity or source of funds;
access, where legally appropriate, identification and due diligence documentation collected by another obliged entity involved in the transaction;
apply enhanced due diligence measures where necessary;
suspend, halt or make the formalisation of a subscription conditional upon full implementation of the required measures;
refuse participation in an opportunity where it is not possible to comply adequately with legal obligations; and
report suspicious transactions to the competent authorities, where appropriate, on the terms laid down in the applicable legislation.
Data and information collected in compliance with AML/CTF obligations may be disclosed between Toqen, the Issuing companies and, where applicable, the ERIR (Entity Responsible for Entry and Registration), where strictly necessary for compliance with legal obligations or for the proper application of due diligence measures within the remit of each obliged entity, in accordance with the principles of necessity, proportionality and security.
The User acknowledges that compliance with legal obligations concerning the prevention of money laundering may entail the suspension, limitation or refusal of their participation in an opportunity, and that those obligations shall prevail over any other contractual provision.
11. Specific terms and conditions of each issue
Each opportunity published on the Platform shall have its corresponding Issuance Document and, where applicable, additional contractual documentation governing the specific terms of the investment and the legal framework applicable to the financial instrument issued.
To participate in an issue, the User must expressly accept these General Terms and Conditions and the Issuance Document through the mechanisms provided on the Platform. Acceptance shall be individual and specific to each issue, and participation in one shall not imply acceptance of future issues.
The Issuance Document shall include, among other matters, the identity of the Issuing company, the legal nature of the financial instrument, the amount of the issue, the term, the financial terms, the anticipated interest or returns, the associated risks, transfer restrictions, the redemption arrangements and any other terms relevant to the investment.
Acceptance of the Issuance Document is an essential requirement for formalising the investment and shall determine the Investor's rights and obligations vis-à-vis the Issuing company.
In the event of any discrepancy, contradiction or difference of interpretation between the provisions of these General Terms and Conditions and the Issuance Document for a specific opportunity, the provisions of the latter shall prevail exclusively in respect of that issue and in relation to the specific terms of the financial instrument, with the remaining provisions of these General Terms and Conditions remaining in force.
12. Rights and restrictions on use
Access to the operational functionalities of the Platform, including subscription applications, shall be reserved for Users who have successfully completed registration and identity verification and who meet the applicable legal and access requirements.
TOQEN KÂPITAL, S.A. may limit, suspend or restrict certain functionalities or terminate access to the Platform, in whole or in part, where any of the following circumstances arises:
breach of these General Terms and Conditions or of the specific documentation for an issue;
detection of material inconsistencies, inaccuracies or falsehoods in the information provided by the User;
failure to pass, or inability to apply properly, the verification or due diligence processes required by the applicable legislation, including anti-money laundering legislation;
indications of conduct contrary to current legislation or misuse of the Platform;
technical, operational, security or regulatory reasons warranting such action;
a requirement imposed by a court, administrative body or competent supervisory authority.
Suspension or termination of access shall not extinguish rights arising from investments already formalised or release Toqen from any liability for which it is legally responsible. A communication channel shall be maintained for the exercise of those rights and access to the necessary documentation, subject to applicable legal restrictions.
The User undertakes to use the Platform diligently, lawfully and in accordance with current legislation, refraining from any actions that may affect the security, integrity, availability or proper functioning of the system.
The User shall safeguard their credentials, shall not transfer their account and shall immediately report any unauthorised access. Closing the account does not amount to transferring the securities or requesting their early redemption.
The content, trade marks and elements of the Platform belong to their respective owners or are used with authorisation. Access grants only such use of the Platform as is necessary and does not permit their reproduction or exploitation beyond statutory limits or the scope of express authorisation.
Toqen may at any time adopt the technical and organisational measures necessary to preserve the security and continuity of the Platform, including updates, maintenance, temporary restrictions on certain functionalities or preventive suspension where necessary for technical or regulatory reasons or to protect the system and Users.
13. Liability
Toqen is responsible for the Platform services falling within its remit and, in respect of its own issues, also for its obligations as Issuer. The delineation of functions in these Terms and Conditions does not exclude that dual responsibility.
Toqen does not act as an investment firm, does not receive or transmit orders, execute orders on behalf of third parties or provide custody of financial instruments, and does not provide personalised financial, legal or tax advice.
The obligations under each issue are those of the identified Issuer, which may be Toqen or a different company, and of the guarantors in accordance with the terms of the guarantees actually established.
The project's financial forecasts do not constitute a guarantee of results. This warning does not remove the Issuer's obligation to pay the agreed interest and repay the principal on the contractually agreed terms.
Toqen shall take reasonable measures to maintain the availability and security of the Platform. It shall be liable for breaches and losses attributable to it under the applicable legislation; technical incidents or incidents involving suppliers do not in themselves exclude that liability.
In particular, where financial instruments are represented using Distributed Ledger Technology (TRD/DLT), the User acknowledges that such technological infrastructure may be subject to technical or operational risks inherent in distributed networks, including protocol failures, network congestion, forks (“forks”), node outages or other technical incidents beyond Toqen's control.
Nor shall it be liable for losses arising from misuse of the Platform by the User, breach of these Terms and Conditions or actions carried out using compromised credentials where these are not attributable to Toqen.
Each party involved shall be responsible for the functions and obligations falling within its remit. Toqen does not assume those of a different issuing company solely by virtue of a corporate relationship, without prejudice to its own obligations, express guarantees and legally enforceable liabilities arising from the involvement of suppliers.
No provision of these Terms and Conditions excludes or limits any non-waivable rights of the User or any liability that cannot be limited under the applicable legislation.
14. Amendments to the general terms and conditions
TOQEN KÂPITAL, S.A. may amend these General Terms and Conditions where necessary for legal, regulatory, technical or operational reasons or to improve the service, in accordance with applicable legislation.
Amendments will be published on the Platform, expressly stating the date on which they take effect.
Where amendments substantially affect the rights or obligations of registered Users, Toqen will notify them of this via the Platform and/or by email with reasonable notice before they take effect.
A User who does not accept a substantial amendment may request the closure of their account, retaining the rights relating to their investments already formalised. Express acceptance will be obtained where necessary; silence or mere continued use will not constitute a waiver of rights or acceptance of new obligations where the law requires consent.
Amendments to these General Terms and Conditions will not affect investments already formalised, which will be governed by the Issuance Document and the contractual documentation in force at the time of their acceptance, without prejudice to any amendments that are mandatory by virtue of legal or regulatory requirements.
15. Applicable law and jurisdiction
These General Terms and Conditions shall be governed by and construed in accordance with Spanish law.
In the event of a dispute arising from access to or use of the Platform, the parties submit to the courts having jurisdiction under applicable legislation.
Where the User qualifies as a consumer or user under legislation on the protection of consumers and users, the courts of their domicile shall have jurisdiction.
In all other cases, jurisdiction shall lie with the courts determined by the applicable procedural legislation.
Complaints may be submitted to the contact email address. Where applicable, information will be provided on the competent alternative dispute resolution body and on Toqen's participation in that procedure, without prejudice to access to the courts.
16. Contact
For any enquiry, request for information, issue or complaint relating to the Platform or these General Terms and Conditions, the User may contact:
TOQEN KÂPITAL, S.A.
Registered office: Calle Gabriel Miró 3, 3º, Oficina 10, 41704 Dos Hermanas (Sevilla), Spain.
Contact email address: info@toqenkapital.com
Contractual communications will be made electronically on a durable medium where required. Toqen will respond to enquiries and complaints within the applicable statutory time limits.