Conflict of Interest Management Policy

Daskapital's policy on identifying, avoiding and managing conflicts of interest.

1.          GENERAL PROVISIONS

1.1. The Conflict of Interest Management Policy (the "Policy") aims to identify, avoid and manage conflicts of interest of Daskapital, establishing the measures to identify, avoid and manage any conflicts of interest that may arise through the management of the platform located at www.daskapital.eu, which may negatively affect the interests of Investors or Beneficiaries.

1.2. This Policy complies with the General Laws of the Portuguese Republic and the provisions of Regulation (EU) 2020/1503 of the European Parliament and of the Council of October 7, 2020 on European providers of crowdfunding services to entities, and the terms used herein shall be interpreted accordingly, unless otherwise specified.

2.          DEFINITIONS

2.1. Unless otherwise specified, for the purposes of this Plan, the words and expressions listed below shall have the following meanings:

2.1.1. " Shareholders " means the holders, directly or indirectly, of shares representing the share capital of Daskapital;

2.1.2. "Beneficiary" means the same as Promoter as defined below;

2.1.3. "Client" refers to the universe of Promoters and Investors as defined in this document and also to any person who visits Daskapital's websites/Platforms and who interacts with Daskapital through them;

2.1.4. "Collaborators" means all employees, trainees, service providers and agents, whether permanent or occasional, regardless of the nature of their relationship with Daskapital, who provide services, work or any activity (e.g. suppliers, subcontractors, etc.), and this definition includes, for the purposes of this Policy, Daskapital management position holders;

2.1.5. "General Conditions" means the General Conditions of the Daskapital Platform, acceptance of which is required in order to use it;

2.1.6. "Conflict of Interest" means any situation involving a material risk of harm to the legitimate interests of Clients, which may occur between:

a. Daskapital and its Customers;
b. Customers among themselves;
c. Two or more Customers to whom Daskapital provides the same service;
d. Relevant People and Customers;
e. Employees and Customers;
f. Daskapital and Collaborators;
g. Daskapital and Relevant People;
h. Daskapital and its direct and indirect shareholders and any natural or legal person linked to the above by a controlling relationship;

2.1.7. "Agreements" means the loan agreements, service agreements, credit assignment agreements, general agreements, special conditions and other legal agreements entered into within the scope of Daskapital’s operations and which govern the agreements between Beneficiaries and Investors and between the latter and Daskapital;

2.1.8. "Daskapital" means Das Kapital, Lda. private limited company, NIPC Nº 516 460 730, with share capital of 50.000.00 (fifty thousand euros) and with registered offices at Rua do Pereiro, número 291, Ul, 3720-593 Oliveira de Azeméis, Portugal, responsible for managing Daskapital websites/platforms, or other entities with which it is in a control or group relationship, such as Daskapital - Crowdfunding S.A. and Daskapital España S.L.; in certain contexts, the same as Daskapital Platform;

2.1.9. "Investor" means the entity(ies) (individuals or natural persons, SMEs, Companies, Sole Proprietorships, Associations, Public or Private Institutions, other Organisations or Legal Persons) who intend to make investments and who have created an account on the Daskapital Platform, having accepted its General Terms and Conditions and Privacy Policy;

2.1.10. "Law" means the General Laws of the Portuguese Republic or Regulation (EU) 2020/1503 of the European Parliament and of the Council of October 7, 2020 on European providers of crowdfunding services to entities;

2.1.11. "Relevant Person" means (i) the members of the governing bodies (management and supervisory) of Daskapital; (ii) the members of its management bodies, its employees or other key function holders, i.e. persons who, regardless of the nature of their relationship, direct or supervise any activities carried out by Daskapital; (iii) any person with effective decision-making powers, regardless of the nature of their relationship with Daskapital; (iv) its direct and indirect shareholders; (v) any natural or legal person linked to the above by a controlling relationship;

2.1.12. "Daskapital Platform" means the Internet-based, publicly accessible information system to be operated or managed by Daskapital which, operating in accordance with EU regulations and Portuguese law, enables Promoters to present Collaborative Financing Projects and credit assignment proposals to obtain liquidity and funding from Investors;

2.1.13. "Collaborative Financing Project" means the business activity or activities for which a project promoter seeks funding through a collaborative financing offer;

2.1.14. "Promoter" means the entity(ies) (SMEs, Companies, Sole Proprietorships, Associations, Public or Private Institutions, other Organisations or Legal Persons, and, in some cases, individuals or natural persons) seeking funding or liquidity from Investors and who have created an account on the Daskapital Platform, having accepted its General Terms and Conditions and Privacy Policy;

2.1.15. "Control Relationship" means a control relationship of an entity as defined in Article 4(1)(35)(b) of Directive 2014/65/EU;

2.1.16. "User" means the same as Customer and any person who visits the Daskapital Platform or interacts with Daskapital in the course of its business.

2.1.17. "Compliance Officer" means the person responsible for ensuring that the company operates in compliance with all laws, regulations and good practices in the sector. They are responsible for drafting, implementing and reviewing compliance policies and procedures, monitoring and detecting suspicious activity, collaborating with the competent authorities and disseminating standards and good practices internally.

3.          CONFLICTS OF INTEREST - DECLARATION OF PRINCIPLES

3.1. Daskapital strives to reconcile the interests of its Customers as far as possible and is committed to ensuring, in all cases, that Customers are treated fairly and in their best interests. Nevertheless, potential or actual conflicts of interest may arise. In order to identify, assess, avoid and manage such conflicts of interest, Daskapital will follow the provisions of this Policy.

3.2. At all times, Daskapital’s Employees are encouraged to adopt behavior that demonstrates integrity, fairness, impartiality, primacy and respect for the interests of Customers. Daskapital employees are informed and trained in order to act effectively, namely in the prevention, management and resolution of Conflicts of Interest.

3.3. Daskapital’s management, in collaboration with the Compliance Officer, is responsible for ensuring that Daskapital has the appropriate procedures in place to guarantee the identification, management and monitoring of Conflicts of Interest, whether real or potential.

3.4. Das Kapital, Lda., holder of the entire share capital and respective economic and voting rights of Daskapital Crowdfunding S.A., owner of the platform that will be operated by Daskapital Crowdfunding S.A., has ceded to the latter the rights of exclusive use of the collaborative financing platform and guarantees that it will not develop any type of competitive activity with Daskapital Crowdfunding S.A.

3.5. The Compliance Officer is responsible for applying and monitoring this Policy.

4.          IDENTIFICATION AND MANAGEMENT OF CONFLICTS OF INTEREST

4.1. The main potential conflicts of interest identified are as follows:

4.1.1. When selecting the Crowdfunding Projects to be published on the Platform, priority should be given to those Crowdfunding Projects in which their Promoters are related to Daskapital (or Relevant Persons);

4.1.2. Investors and/or Promoters are treated more favorably than other Investors or Promoters due to their direct or indirect relationships with Daskapital (or Relevant Persons);

4.1.3. Relevant Persons participate as Investors in Collaborative Financing Projects, making use of and taking advantage of non-public information of which they are aware;

4.1.4. Certain Investors may have the opportunity to invest in Crowdfunding Projects on more favorable terms than other Investors;

4.1.5. Certain Promoters may have the opportunity to place Projects in the Collaborative Financing Projects on more favorable terms than other Promoters who have Collaborative Financing Projects with identical or very similar characteristics.

4.2. In order to identify, assess and avoid or adequately manage conflicts of interest in its activity, where they cannot be avoided, Daskapital must continuously monitor and identify situations in which:

4.2.1. Daskapital (or a Relevant Person) has an interest in the outcome of the service provided to the Investor and/or Promoter other than the outcome of interest to that Investor and/or Promoter;

4.2.2. Daskapital (or a Relevant Person) has a financial or other interest in favoring the interests of an Investor and/or the Promoter to the detriment of the interests of other Investors and/or Promoters;

4.2.3. Daskapital (or a Relevant Person) receives, or will receive from a non-Customer third party, in relation to a service provided to a Customer, a consideration or benefit in addition to the general commission normally charged for that service;

4.2.4. Daskapital (or a Relevant Person) may gain financial benefits or avoid financial losses at the expense of the Investor and/or the Promoter;

4.3. When a conflict of interest cannot be avoided, Daskapital will make every effort to manage this conflict of interest and will disclose to Investors and Promoters, in relation to whom such a conflict of interest exists or may occur, all information relating to the identified conflict of interest.

4.4. In the event of a conflict of interest, Daskapital will in all cases seek to ensure that it acts in good faith, in the best interests of the Investors and the Promoters.

5.          PREVENTING CONFLICTS OF INTEREST

5.1. Daskapital applies conflict of interest prevention as a key instrument in managing potential conflicts of interest and publicises, in a visible area of its website and/or platform for easy access by its users and on a durable medium, this Conflict of Interest Management Policy..

5.2. To avoid conflicts of interest, Daskapital guarantees that:

5.2.1. Daskapital will not have any kind of stake in the Projects offered on the Crowdfunding Platform;

5.2.2. Owners of shareholdings holding 20% or more of Daskapital's capital or voting rights, as well as its employees or members of management bodies, and natural or legal persons linked to them through a Control Relationship, as defined in Article 4(1)(35)(b) of Directive 2014/65/EU, are prohibited from participating as promoters of the Projects offered on the Crowdfunding Platform;

5.2.3. Persons or entities for whom a conflict of interest has been detected under the terms of this Policy and applicable law are prohibited from investing in and promoting projects on the platform, unless effective measures can be implemented to mitigate the risks of a conflict of interest;

5.2.4. Daskapital’s Employees and Shareholders are committed to confidentiality, honest and professional treatment of Clients and always seek to take their interests into account, regardless of other Investors and Promoters or other activities, of Daskapital or other related persons;

5.2.5. Employees and Shareholders are informed of the obligation to immediately notify the Compliance Officer of any situations that cause or may cause a Conflict of Interest;

5.2.6. Employees and Shareholders are informed of the prohibition on exchanging or disclosing information that may adversely affect the interests of Clients, or disclosing information that is not public, and any other information relating to Clients that is not necessary for the provision of Daskapital’s services;

5.2.7. All Investors have access to the same information regarding Promoters and Collaborative Financing Projects;

5.2.8. Daskapital employees only have access to the information they need to perform their duties;

5.2.9. In carrying out their duties, Daskapital employees are able to identify potential conflict of interest situations;

5.2.10. Daskapital Employees and Shareholders periodically declare and update information on the people with whom they have a Control Relationship by completing the declaration of interests form provided for in the Appendix to this Policy and submitting it to Daskapital’s Compliance Officer;

5.2.11. Having identified the potential risk of a conflict of interest, Daskapital Employees and/or Shareholders must immediately inform the Compliance Officer indicating the nature of the potential conflict of interest;

5.2.12. All measures adopted by Daskapital in relation to Investors and/or Promoters with regard to situations of conflict of interest are based exclusively on their interests and are carried out objectively and impartially.

5.3. The prohibitions set out in points 5.2.1, 5.2.2 and 5.2.3 of the previous paragraph are guaranteed by a computerised mechanism that automatically prevents investment or the promotion of projects (as the case may be) by a group of entities, identified in the database by their tax identification number

5.4. Upon receiving a report of a situation of potential conflict of interest on the part of a Daskapital Employee or Shareholder, the Compliance Officer must, within a reasonable time, assess and carry out the necessary investigations into the reported situation and make a decision regarding the existence of the potential conflict of interest identified. The decision may include preventive and conflict of interest management measures, which may include, among other measures that seem appropriate and proportional to the risk of conflict of interest involved, the suspension of Projects and the removal of Employees from their duties.

5.5. The Compliance Officer continuously monitors and assesses whether the measures taken to avoid and manage conflicts of interest are properly implemented and effective. In carrying out these duties:

5.5.1. Informs Daskapital Employees and Shareholders about the conflict of interest management procedures implemented at Daskapital;

5.5.2. Informs Relevant Persons of the existence of a potential or actual conflict of interest in a particular situation and how it should be managed;

5.5.3. Identifies and manages conflicts of interest in an appropriate and timely manner;

5.5.4. Periodically, but at least once a year, reviews the provisions of the Policy and Daskapital’s internal procedures and ensures the Policy's compatibility with the legal requirements applicable to Daskapital’s activities.

6.          MANAGING CONFLICTS OF INTEREST

6.1. In the event that Daskapital determines that a conflict of interest cannot be avoided and may affect the interests of Clients, they must be informed of the conflict in question, indicating the nature, origin and appropriate means of managing this conflict.

6.2. Daskapital must collect documentation to demonstrate that the conflict of interest could not be avoided and/or to confirm that the potential or existing conflict of interest has been properly identified and managed.

6.3. In cases where the Promoter is related to Daskapital, Daskapital selects and applies one or more of the following conflict of interest management measures:

6.3.1. Investors are clearly informed of the relationship between the Promoter and Daskapital in the Project description ;

6.3.2. Whenever possible, the Promoter's Project will be evaluated in accordance with the internal procedures in force at Daskapital by Employees who have no relationship whatsoever with the Promoter;

6.3.3. Whenever possible, contracts with Promoters are executed and supervised, and decisions on their termination are taken by Employees who have no relationship with the Promoter;

6.3.4. Ensures that the measures taken to manage identified conflicts of interest are documented;

6.3.5. It ensures that the Promoter does not have access to more favorable conditions than other promoters and, in the event that the Promoter fails to comply with its obligations under the agreements and contracts signed, it is subject to the same conditions, procedures and safeguards as Promoters not related to Daskapital;

6.3.6. If there is no possibility of managing a potential conflict of interest and there is a risk that the interests of the Investors may be adversely affected, Daskapital refuses to provide services and to enter into or maintain a business relationship with the Promoter.

6.4. In cases where the persons identified in clause 5.2.2 participate in the Projects offered on the Daskapital Platform as investors, it will be guaranteed that:

6.4.1. Investors are informed clearly and in detail about their participation, in accordance with Article 8(2) of Regulation (EU) 2020/1503; and

6.4.2. The investments made by these persons are made under the same conditions as apply to other Investors and that these persons do not enjoy any preferential treatment or privileged access to information.

6.5. In order to properly manage conflicts of interest, Daskapital must also ensure that:

6.5.1. Relevant Persons, for personal gain, must not adversely affect Daskapital, other Relevant Persons, Investors or Promoters;

6.5.2. Relevant Persons may not participate in specific decisions relating to Investors or Promoters if such involvement could jeopardize the effective management of conflicts of interest;

6.5.3. In cases where a Daskapital employee or shareholder who works directly with the evaluation of the Promoters invests in the Projects for personal purposes, he or she must inform the Compliance Officer and obtain prior authorization to do so. In all cases, it must be ensured that this investment is not made under more favorable conditions than those offered to other Investors.

6.6. Daskapital will ensure that all Investors are covered by the same terms and conditions for financing Projects published on the Daskapital Platform, except when:

6.6.1. More favorable conditions are provided to Investors for advertising purposes or to attract additional Investors;

6.6.2. In other cases, disclosed in advance to Investors.

6.7. Daskapital will disclose information on all the more favorable conditions provided for in clause 6.6, which are granted to Investors, on the Website/Platform, together with information on the conditions of investment in specific Projects.

6.8. Daskapital ensures that Promoters can promote Projects on the Daskapital Platform and raise funds for these Projects under the conditions known in advance.

6.9. In cases where an existing or potential conflict of interest cannot be avoided or adequately managed by the means specified in the Policy, Daskapital will inform the persons who may be adversely affected by the conflict of interest and the actions and measures envisaged to avoid or manage it.

7.          FINAL PROVISIONS

7.1. If any provision included in this Policy is deemed invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions.

7.2. This Policy, and the relations between Daskapital and Users in this area are subject to Portuguese law.

7.3. For further information or clarification regarding this Policy, the User may contact Daskapital at compliance@daskapital.eu.

7.4. We also recommend consulting the frequently asked questions section on the website/platform.

7.5. Users may also send a registered letter to Daskapital, Rua do Pereiro, número 291, Ul, 3720-593 Oliveira de Azeméis, Portugal with their request for clarification.

Last updated: October 7, 2024