Terms of Service
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Terms of Service
Initial Coin Offering
Bigg Data Consultancy Limited (BDCL, registered as Hong Kong Limited Liability Company) announces this Initial Coin Offering 1st November 2017
NOTICE: THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT WITH YOUR ACCOUNTANT, LEGAL ADVISER OR OTHER INDEPENDENT PROFESSIONAL ADVISER. THIS DOCUMENT IS NOT A PUBLIC OFFER FOR INVESTMENT. IT IS DIRECTED ONLY TO KNOWLEDGABLE INVESTORS WITHIN THE CRYPTO COMMUNITIES.
|Fund||Bigg Data Crypto Currency (BDCC)|
|Registered Office||Bigg Data Consultancy Limited (BDCL)
603, Fourseas Building, 208-212, Nathan Road,
Tsim Sha Tsui, Kowloon, Hong Kong.
|Directors of Company||Mr.Foo Kwang Woon
|Portfolio and Projects
|Mr.Tham Kin Cheong
Mr Wong Yao Zheng
- IMPORTANT PRELIMINARY INFORMATION
Company is a Limited Liability Company incorporated as a Hong Kong Limited Liability Company, with registration number 2497297. Company’s registered office is located at the address specified in the Directory. Company’s constitution is defined in its Memorandum and Articles of Association and its objects, as set out in Company’s Memorandum of Association, are unrestricted. Company is generally subject to the laws of Hong Kong.
The Directors of Company, whose names appear in the Directory, accept responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information contained in this Information Memorandum constitutes “forward looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those described under the sections headed “Risk Factors” and “Potential Conflicts of Interests”, actual events or results or the actual performance of Company may differ materially from those reflected or contemplated in such forward looking statements. This Information Memorandum is based on the law and practice in force in Hong Kong at the relevant time and is subject to changes therein. In the event of any dispute between Company and an investor, such dispute shall be determined by the courts of Hong Kong.
The distribution of this Information Memorandum and the ICO in certain jurisdictions may be restricted and accordingly persons into whose possession this Information Memorandum may come are required by Company to inform them of and to observe any such restrictions. In particular the information in this Information Memorandum is not intended for and applicable to U.S. citizens or legal entities domiciled in the U.S. Financial instruments or products referred to in this Information Memorandum must not be offered in the United States of America and must not be sold to U.S. citizens or legal entities domiciled in the U.S. This Information Memorandum is a solicitation to prospective applicants who meet the eligibility criteria to participate in the ICO and does not constitute an offer for sale of shares by Company. However, it does not constitute a solicitation to any person in any jurisdiction in which such solicitation is not authorized or to any person to whom it would be unlawful to make such solicitation. The foregoing information is for general guidance only. It is the responsibility of any person or persons in possession of this Information Memorandum and wishing to participate in the ICO to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective participants should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.
This Information Memorandum does not constitute a recommendation by Company, the Directors, the Portfolio and Projects Managers or any other person, or advice to any recipient of this Information Memorandum, on the merits of participation in the ICO. This Information Memorandum does not necessarily identify, or purport to identify, all the risk factors associated with Company. Prospective participants must make their own independent assessment, after making such investigations as they consider necessary, of the merits of participating in the ICO. Prospective participants should consult and rely upon their own investment, accounting, legal and tax representatives and advisers as to such matters concerning Company and to evaluate independently the financial risks, consequences and suitability of an investment in Company, or if in any doubt about the contents of this Information Memorandum. Investment in Company carries substantial risk and may involve special risks that could lead to a loss of all or a substantial portion of such investment (see further under the section headed “Risk Factors”). Unless prospective participants fully understand and accept the nature of Company and the potential risks inherent in Company they should not invest in Company. Each prospective participant is wholly responsible for ensuring that all aspects of Company are acceptable to them. There can be no assurance that Company’s investment objective will be achieved and investment results may vary substantially over time. Investment in Company is not intended to be a complete investment program for any investor. Prospective participants should carefully consider whether an investment is suitable for them in light of their circumstances and financial resources. Prospective participants should inform themselves as to the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisition, any foreign exchange restrictions or exchange control requirements which they might encounter on acquisition or disposal of BDCC and the income tax and other taxation consequences which might be relevant to the acquisition, holding or disposal of BDCC.
IF THE PROSPECTIVE PARTICIPANT IS IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT THEY SHOULD CONSULT WITH THEIR ACCOUNTANT, LEGAL ADVISER OR OTHER PROFESSIONAL ADVISER BEFORE INVESTING.
Capitalized terms used in this Information Memorandum shall have the following meanings:
“Administration Agreement” the agreement between Company and the Administrator (as supplemented, amended or replaced from time to time).
“Articles” the Articles of Association of Company (as supplemented, amended or replaced from time to time).
“Information Memorandum” this Confidential Information Memorandum (as supplemented, amended or replaced from time to time).
“Directors” the members of the board of directors of Company for the time being and any duly constituted committee thereof and any successors to such members as may be appointed from time to time.
“Portfolio and Projects Managers” are in charge of all investments strategies and also members of the board of directors of Company for the time being and any duly constituted committee thereof and any successors to such members as may be appointed from time to time.
“Business Day” any day on which banks are open for business in Hong Kong and/or such other day or days or place or places as the Directors may from time to time determine.
“Law” the laws of Hong Kong.
“Management Fee” the investment management fee payable by Company to the Portfolio and Projects Manager with BDCC.
“Material Agreements” the Investment Management Agreement, the Administration Agreement and any agreements entered into by Company with any custodian or nominee.
“Net Asset Value” the net asset value of Company portfolio investments determined in accordance with this Information Memorandum and the Articles.
“Performance Fee” the performance fee payable by Company to the Portfolio and Projects Managers with BDCC.
“Shareholder” a person recorded as a holder of Participating Shares in the Register of Shareholders. A BDCC holder is not a Shareholder.
“BDCL” A company limited by shares incorporated in Hong Kong.
“Base Currency” of Company, being USD.
“USD” the United States Dollar.
“BDCC” the Bigg Data Crypto Currency
“ETH” the Ethereum Crypto Currency
“BTC” the Bitcoin Crypto Currency
“EUR” the Euro.
“GBP” the British Pound Sterling.
“CNY” the Chinese Yuan
“HKD” the Hong Kong Dollar
“Initial Coin Offering ” or ICO a way for participants to join a Blockchain project acquiring a certain amount of initial BDCC supply.
“ICO Address” Company Ethereum wallet address
“BDCC-QT Wallet” Blockchain Protocol wallet that holds BDCC
“BDCC D2 Xchange” Platform for the trade of BDCC
“Investments” investments and transactions that Company may invest or engage in as described in the section headed “Investment Strategy”.
“Proof of Dataship”(POD) Eligible Investor must be refer to this program during this period which investors must complete the Data verification process to participate in the ICO
“Eligible Investor” an eligible investor as defined in the section headed “Subscription of ICO”.
“Sales Period” Pre-ICO and ICO is the period during which investors can participate in the ICO with discount
“Subscription Price” the price at which BDCC may be acquired in the ICO.
“Valuation Day” the days on which the Net Asset Value per Share of BDCC is determined, namely, the last Business Day of each calendar month and/or such other day or days or place or places as the Directors may from time to time determine.
In this Information Memorandum unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words which are gender neutral or gender specific include each gender;
(c) other parts of speech and grammatical forms of a word or phrase defined in this Information Memorandum have a corresponding meaning;
(d) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other corporate body or agency;
(e) a reference to “includes” means to include without limitation;
(f) a reference to a clause, schedule or attachment is a reference to a clause of this Information Memorandum, and a schedule or attachment to, this Information Memorandum and a reference to this Information Memorandum includes a schedule and attachment to this Information Memorandum;
(g) a reference to a law is a reference to that law as amended, consolidated or replaced;
(h) a reference to a document includes all amendments or supplements to that document, or replacements or notations of it;
(i) a reference to a entity in this Information Memorandum includes that entity’s successors and permitted assigns;
(j) all references to the currencies shall include any successor currency; and
(k) all references to dates are to dates of the Gregorian calendar.
The investment objective of Company is to generate greater capital appreciation.
The Directors seek to achieve Company’s investment objective by investing in digital assets such as mining, platforms, crypto currency, green homestay program and the green economy programs which have the potential to generate earnings and hold their value and/or which are potentially undervalued and have the potential to appreciate in value (“Investments”).
Company will focus on a variety of markets portfolio and projects:
(a) Digital Assets
The company is creating its own Digital Assets, BDCC Fintech Ecosystem which includes BDCC, Mining, Platforms and Exchanges. Mining is a main resource and the general trading strategy is value investing and buy / hold for mid term. This applies to BDCC, other digital assets and platform activities will be open to world crypto currencies in stages.
(b) Green Home Stay
Home2home program which are mainly Asia base Host but global Customer focuses. This Billion Dollar tread will bring up the value of BDCC which is the official transaction crypto currency. Bigger plans ahead for real estate smart contract, retirement programs and World Crypto Payment decentralized gateway is on the planning stages.
(c) Green Economy
Green Economy, our way to contribute back to society and nature is to undo the potential manmade disastrous climate patterns by creating green solutions to our everyday existence on this planet. BioFin Projects includes, Green Activated Charcoal Processor (GACP) and Green Nature Recycle Processor (GNRP) for Clean Environment, Clear Water and Clean Air.
(d) New technologies: The Portfolio and Projects Managers will constantly monitor the newest developments in the technological and green economy market.
To the extent Company’s assets are not invested in Investments, and during periods in which the Portfolio and Projects Managers believes that economic, financial or political conditions make it advisable, or opportunities for capital appreciation are limited or for defensive purposes, Company may invest in short term debt securities or may hold cash. In addition, Company may place all or part of its assets in temporary investments for cash management purposes pending investments of initial or subsequent subscription monies in accordance with Company’s investment objective, or in order to meet redemption requests and/or its operational expenses.
It may be necessary or prudent in relation to some of the Investments for Company to register the purchase of such Investments in the name of a custodian or a nominee. The Portfolio and Projects Managers will put in place suitable arrangements to help protect any such Investment of Company.
Company may use leverage to meet redemptions, to bridge-finance new investments or to enhance investments. However, the amount of leverage that Company may employ is limited to 10% of the aggregate Net Asset Value of Company. Company may establish a credit facility or a derivative structure to provide leverage.
Forced Redemptions are possible by the Directors and the Management at any time and for any reason. In a Forced Redemption, the BDCC holders are informed and the payment received in the ICO will be returned to the BDCC holder.
3.10. Investment Restrictions
There are no upper or lower limits on the number of Investments in the portfolio. There are no restrictions on the type of Investments. COMPANY’S INVESTMENT PROGRAMME IS SPECULATIVE AND ENTAILS SUBSTANTIAL RISKS. MARKET RISKS ARE INHERENT IN ALL INVESTMENTS TO VARYING DEGREES. NO ASSURANCE CAN BE GIVEN THAT COMPANY’S INVESTMENT OBJECTIVE WILL BE REALISED. AN INVESTOR MAY LOSE SOME OR ALL OF THEIR INVESTMENT (SEE FURTHER UNDER THE SECTION HEADED “RISK FACTORS”).
- MANAGEMENT, SERVICE PROVIDERS, AUDITORS.
The Directors are responsible for the overall management and control of Company in accordance with the Articles. The Directors will review the operations of Company at regular meetings and it is the current intention of the Directors to meet at least monthly. For this purpose, the Directors will receive periodic reports from the Portfolio and Projects Managers detailing the performance of Company and providing an analysis of its investment portfolio. Directors are not entitled to any remuneration for their services. However, the Directors are entitled to be reimbursed all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of Company or in connection with the business of Company. See further under the section headed “Fees and Expenses”. There is no provision for the retirement of Directors on their attaining a certain age and the Articles do not provide for retirement of Directors by rotation. Under its Articles, Company has undertaken to indemnify every Director, secretary, officer and servant of Company against all costs, losses and expenses (including travelling expenses) that any such indemnified person may incur and become liable for by reason of any contract entered into, or acts done by him in any way in discharge of his duties other than through his willful misconduct, gross negligence, reckless disregard of his duties or as otherwise required by law. The amount for which such indemnity is provided shall immediately attach as a lien on the property of Company and have priority as between the Shareholders over all other claims. Under the Articles, no Director, secretary, officer or servant of Company shall be liable for the acts, receipts, neglects or defaults of any other Director, secretary, officer or servant of Company, for joining in any receipt or other act for conformity or for any loss or expense happening to Company through the insufficiency or deficiency of any security in or upon which any of the moneys of Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited, or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his respective office or in relation thereto unless the same happened through his own willful misconduct, gross negligence, reckless disregard of his duties or as otherwise required by law. The Directors may also act as Portfolio and Projects Managers.
The Company, Portfolio and Projects Managers are at any time or from time to time entitled to (but are not obligated to) form an investment advisory committee (“Investment Advisory Committee”) to discuss the implementation of Company’s investment strategy. Notwithstanding the formation of any such Investment Advisory Committee, the Portfolio and Projects Managers will ultimately be responsible for the making of investment decisions. Any such Investment Advisory Committee formed will usually be comprised of the directors of Company and between two and five independent individuals appointed by the directors. The independent members will be chosen for their expertise in the industry.
In exceptional cases, it may be necessary, in relation to some of the Investments made for the Company to register the purchase of such Investments in the name of a custodian or a nominee. The Directors will put in place suitable arrangements to help protect the investment registered in the name of any such custodian or nominee. Any custodian or nominee so appointed may be entitled to receive from Company remuneration for services rendered to Company. The details of any such remuneration will be specified in the agreement entered into between Company and the custodian or nominee (as the case may be). Any custodian or nominee so appointed may be entitled to be indemnified by Company in certain circumstances. The details of any such indemnification will be specified in the agreement entered into between Company and the custodian or nominee (as the case may be).
Company has appointed WT & Co. Certified Public Accountants, Room 803, 8th Floor, Yue Xiu Building,160-174 Lockhart Road, Wan Chai, Hong Kong as Company’s auditors (“Auditors”).
The scope of audits is to prove that assets claimed to be owned by the Company are in fact owned and under control of the Company. Company has entered into an engagement letter with the Auditors containing provisions limiting the liability of the Auditors arising out of or in connection with their engagement. The company’s legal adviser, Alfies Sihombing Partners, Advocates & Counselor at Law, JI. Mutiara Raya No.2 Jakarta Selatan.Jakarta Indonesia.(“Legal”)
- INITIAL COIN OFFERING
Company will create 800,000,000 (800 million) BDCC through the BDCC Blockchain Protocol. Allocation will be in separate Series, Before the Sale Period Begins, the BDCC Blockchain Protocol will create and directly release a pool of 80 million pre-allocated BDCC to the Company (“Company BDCC”) for certain uses as described in 5.5.
Company’s sale of BDCC will (a) begin at the time that mining commences on a specific BDCC block announced on https://www.bdcc.tech and (b) continue until the time that (i) 166,668 Ether has been received by Company or (ii) mining commences on a second BDCC block as announced on https://www.bdcc.tech, whichever is earlier (the “Sale Period”). If less than 80,000,000 BDCC have been sold by Company during the Sale Period (the “Activation Threshold”), each participant will have the possibility to initiate the transfer of the respective amount of Ether submitted to the BDCC Ethereum address (ICO Address) back to the Ethereum address used by that participant.
1 Ether will purchase 1,200 BDCC, the company reserves the rights to adjust the allocations subjected to economic conditions deem correct without prior notification.
There is no sale price for Company BDCC, which is created by the BDCC Blockchain Protocol and pre-allocated to the Company before the Sale Period.
In order to purchase BDCC during the Sale Period, you must have download a BDCC-QT Wallet that supports the BDCC standard to receive BDCC you purchase and you must have an Ethereum wallet that supports the Ethereum standard. Company reserves the right to prescribe additional wallet requirements. Approximately one week prior to the commencement of the Sale Period, Company will publish an Ethereum wallet address (the “ICO Address”) for the BDCC sale via its website. To initiate a purchase of BDCC during the Sale Period, you must send an amount of Ether to the company’s ICO Address. Sending Ether to the ICO Address during the Sale Period confirms a sale and you need submit the BDCC-QT Wallet Address during registration. Ether must be sent to the ICO Address during the Sale Period in order to purchase BDCC. Sending Ether to any other address may result in loss of Ether. Attempted transactions to purchase BDCC will be rejected if Ether is sent to the ICO Address at any time before or after the Sale Period. After the Sale Period, BDCC will be allocated to the BDCC-QT Wallet address specified by the participants during sales registration.
Company BDCC will be allocated for R & D, developers, staff, strategic partners, shareholders, the portfolio and projects managers, board of directors, advisory board, legal costs, marketing, promotion, compensating employees, contractors, and for other internal use purposes in connection with the operation of the Company.
45% : Projects Portfolio – Digital Assets, Home2Home & BioFin Project
25% : Systems Allocation – Operations and Member Rebate Systems
15% : Reserve Funds – For company operations and expansions
10% : Projects Reserve – Allotted for future project enhancements
5% : Other Assets – Crypto Currency
Company reserves the rights to adjust the allocations subjected to economic conditions deem correct without prior notification.
5.7. Participation Rights
Company’s Net Profit is used in the following way: 50% distributed in BDCC as bonus, Up to 15% performance fee (see Section 6.2) The remainder is reinvested. In the event that a bonus is declared and remains unclaimed after a period of six years from the date of declaration, such bonus will be forfeited and will revert to Company. To the extent that a bonus may be declared, it will be paid in compliance with applicable laws. Company is not liable to Shareholders for tax implications and personal liabilities caused by any such bonus.
Measures aimed at the prevention of money laundering may require a participant in the ICO to verify his identity and/or the source of funds to the Company. “Proof of Dataship” verification process may required an individual to produce the original passport or identification card or copy duly certified by a public authority such as a notary public, together with two original documents evidencing your address such as a photo ID, utility bill or bank statement or duly certified copies. In the case of corporate applicants this may require production of a certified copy of the Certificate of Incorporation (and any change of name) and of the Memorandum and Articles of Association (or equivalent), and of the names and residential and business addresses of all directors and beneficial owners. The details given above are by way of example only and the Company will request such information and documentation as it considers is necessary to verify the identity or source of funds of an applicant. Each ICO participant acknowledges that the Company shall be held harmless against any loss arising as a result of a failure to provide such information and documentation as has been requested by the Company.
The Net Asset Value (NAV) will be determined by the Directors on each Valuation Day and is calculated to four decimal figures by aggregating the value of the assets owned or contracted for by Company, net of any relevant taxes and converted into USD. In general, the assets will be valued at cost, unless the assets are traded on Exchanges, in which case they will be valued at the median exchange rate over the valuation period. The NAV will be calculated monthly at the last day of each month.
The BDCC carry no ownership, revenue or authority rights: In particular, ICO participant understands and accepts that BDCC do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or authority right in or relating to BDCC.
5.11. Representations and Warranties of ICO Participant
By transferring ETH to the BDCC ICO Address the ICO participant represents and warrants that: the ICO participant is not a citizen or resident of a country, whose legislation conflicts with the present allocation of BDCC and/or in general; the ICO participant is not a citizen or resident of the USA; the ICO participant has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptocurrencies, like Bitcoin (BTC) and Ether (ETH), and blockchain-based software systems; the ICO participant understands and accepts that there is no warranty or assurance that the network of miners will allocate the BDCC to the ICO participant. the ICO participant has carefully reviewed the code of the BDCC Blockchain Protocol specified on the BDCC website and fully understands and accepts the functions implemented therein; the ICO participant is legally permitted to transfer ETH to the Smart BDCC ICO Address, create, liquidate and obtain BDCC in the ICO participant’s jurisdiction; the ICO participant will contribute ETH from a wallet or wallet service provider that technically supports the BDCC ICO Address. ICO participant understands and accepts, that failure to assure this may have the result that ICO participant will not gain access to his BDCC; the ICO participant is legally permitted to receive software and contributing to the BDCC Blockchain Protocol; the ICO participant is of a sufficient age to legally obtain BDCC; the ICO participant will take sole responsibility for any restrictions and risks associated with the creation of BDCC by the BDCC Blockchain Protocol as set forth below; the ICO participant is not submitting ETH to the BDCC Blockchain Protocol to obtain BDCC for the purpose of speculative investment; the ICO participant is not obtaining or using BDCC for any illegal purposes; the ICO participant waives the right to participate in a class action lawsuit or a classwide arbitration against BDCL or any individual involved with the creation of BDCC or BDCL; the ICO participant understands the creation of BDCC does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; the ICO participant understands that the transfer of ETH to the BDCC Blockchain Protocol and the creation of BDCC carries significant financial, regulatory and reputational risks as further set forth; the ICO participant understands and expressly accepts that there is no warranty whatsoever on BDCC and the BDCC Blockchain Protocol, expressed or implied, to the extent permitted by law, and that the BDCC Blockchain Protocol is used and BDCC are created and obtained at the sole risk of the Participants on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose; the ICO participant understands that the Participant has no right against any other party to request any refund of the ETH submitted to the BDCC Blockchain Protocol for the creation of the BDCC under any circumstance; the ICO participant understands that the value of BDCC over time may experience extreme volatility or depreciate in full; the ICO participant understands that the ICO participant bears the sole responsibility to determine if the Participant’s contribution to the BDCC Blockchain Protocol, the transfer of ETH to the BDCC Blockchain Protocol, the creation, ownership, use or liquidation of BDCC, the potential appreciation or depreciation in the value of BDCC over time (if any), and the allocation of BDCC have tax implications for him; by creating, holding, using or liquidating BDCC, and to the extent permitted by law, the Participant agrees not to hold any third party (including directors, portfolio and projects managers, developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation or ownership,
- FEES AND EXPENSES
Company will pay a management fee to the Portfolio and Projects Managers (“Management Fee”) of the equivalent of 2.5% per annum of the Net Asset Value, calculated yearly starting from the day after the ICO.
6.2. Performance Fee
Company will pay to the Portfolio and Projects Managers a performance fee (“Performance Fee”) as following:
0-5% net profit: 0 % performance fee
5-10% net profit: 5% performance fee
10-15% net profit: 10% performance fee
> 15% net profit: 15%
However, if Company has a loss chargeable to it during any fiscal year or years (“Unrecouped Loss”) and during any succeeding fiscal year or years there are Net Profits, there will be no Performance Fee payable with respect to such situation until the amount of the Unrecouped Loss has been recouped.
Company will bear its own operating expenses, limited to administrative expenses, legal and licensing expenses, government fees, audit, taxes, interest and shareholder communication expenses.
- RISK FACTORS
Important Note: As noted elsewhere in these Terms, the BDCC are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Terms of Service is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Terms of Service, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, holding and using BDCC, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of BDCC stored in your digital BDCC-QT Wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing BDCC will result in loss of such BDCC. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your BDCC. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store BDCC, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your BDCC. Additionally, your failure to follow precisely the procedures set forth in this Terms of Service for buying and receiving BDCC, including, for instance, if you provide the wrong address for receiving BDCC, may result in the loss of your BDCC.
Because BDCC and the Platform are based on the BDCC Blockchain protocol, any malfunction, breakdown or abandonment of the BDCC Blockchain protocol may have a material adverse effect on the Platform or BDCC. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to BDCC and the Platform, including the utility of BDCC for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the BDCC Blockchain protocol.
As with other decentralized cryptographic BDCC is based on the BDCC Blockchain protocol, BDCC are susceptible to attacks by miners in the course of validating BDCC transactions on the BDCC blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and BDCC, including, but not limited to, accurate execution and recording of transactions involving BDCC.
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or BDCC in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and BDCC, including BDCC utility for obtaining Services.
BDCC are intended to be used solely on the Platform, and Company will not support or otherwise facilitate any secondary trading or external valuation of BDCC. This restricts the contemplated avenues for using BDCC to obtain Services or access the Platform, and could therefore create illiquidity risk with respect to BDCC you hold. Even if secondary trading of BDCC is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to BDCC (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Unlike bank accounts or accounts at some other financial institutions, BDCC are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
The regulatory status of BDCC and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and BDCC. Regulatory actions could negatively impact the Platform and BDCC in various ways, including, for purposes of illustration only, through a determination that BDCC are a regulated financial instrument that requires registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of BDCC is uncertain. You must seek your own tax advice in connection with purchasing BDCC, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
The Company team intends to use the proceeds from selling BDCC to fund the maintenance and development of the Platform, as described further in Section 6 of this Terms of Service. The proceeds of the sale of BDCC will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in BDCC utility, the failure of commercial relationships, or intellectual property ownership challenges, the Company may dissolve.
Because BDCC confer no authority rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more BDCC for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of BDCC that you hold, including BDCC utility for obtaining Services.
Crypto Currencies such as BDCC are a new and untested technology. In addition to the risks included in this Terms of Services there are other risks associated with your purchase, holding and use of BDCC, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Terms of Services.
Version 1.5a: October 2017