By using our Services and Platform, you acknowledge and agree to our Terms & Conditions, Deposit Policy, Privacy Policy, Risk Warnings & Disclaimer, Sustainable Finance and Investor Accreditation terms and statements. Your continued use of our Services and Platform after we revise these Terms means you accept any changes we make, please check back periodically this page for updates.

General Notice

Please note that the investment schemes mentioned are not subject to the supervision of the CSSF, European Regulators or the FINMA, may not be distributed to non-qualified investors, and that investors, therefore do not benefit from the protection offered to retail investors.

Only Professional Accredited Investors can participate in investment opportunities provided via this Platform, ie: Institutional Investors, VC/CVC Funds, Family Offices or Angel Investors meeting the MiFID II accreditation. Additionally, all Investors must comply with KYC-KYB Anti-Money Laundering (AML) requirements at onboarding including proof of Identity and Residence. Additional documents may be requested on a case-by-case basis.

Professional Investor

Professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. In order to be considered to be professional client, the client must comply with the following criteria:

I. CATEGORIES OF CLIENT WHO ARE CONSIDERED TO BE PROFESSIONALS

The following shall all be regarded as professionals in all investment services and activities and financial instruments for the purposes of the Directive.

1. Entities which are required to be authorised or regulated to operate in the financial markets. The list below shall be understood as including all authorised entities carrying out the characteristic activities of the entities mentioned: entities authorised by a Member State under a Directive, entities authorised or regulated by a Member State without reference to a Directive, and entities authorised or regulated by a third country:
   
   1. Credit institutions;
   2. Investment firms;
   3. Other authorised or regulated financial institutions;
   4. Insurance companies;
   5. Collective investment schemes and management companies of such schemes;
   6. Pension funds and management companies of such funds;
   7. Commodity and commodity derivatives dealers;
   8. Locals;
   9. Other institutional investors;
2. Large undertakings meeting two of the following size requirements on a company basis:
   • balance sheet total: EUR 20 000 000
   • net turnover: EUR 40 000 000
   • own funds: EUR 2 000 000
3. National and regional governments, including public bodies that manage public debt at national or regional level, Central Banks, international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB and other similar international organisations.
4. Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.

The entities referred to above are considered to be professionals. They must however be allowed to request nonprofessional treatment and investment firms may agree to provide a higher level of protection. Where the client of an investment firm is an undertaking referred to above, the investment firm must inform it prior to any provision of services that, on the basis of the information available to the investment firm, the client is deemed to be a professional client, and will be treated as such unless the investment firm and the client agree otherwise. The investment firm must also inform the customer that he can request a variation of the terms of the agreement in order to secure a higher degree of protection.

It is the responsibility of the client, considered to be a professional client, to ask for a higher level of protection when it deems it is unable to properly assess or manage the risks involved.

This higher level of protection will be provided when a client who is considered to be a professional enters into a written agreement with the investment firm to the effect that it shall not be treated as a professional for the purposes of the applicable conduct of business regime. Such agreement shall specify whether this applies to one or more particular services or transactions, or to one or more types of product or transaction.

II. CLIENTS WHO MAY BE TREATED AS PROFESSIONALS ON REQUEST

II.1. Identification criteria

Clients other than those mentioned in section I, including public sector bodies, local public authorities, municipalities and private individual investors, may also be allowed to waive some of the protections afforded by the conduct of business rules.

Investment firms shall therefore be allowed to treat any of those clients as professionals provided the relevant criteria and procedure mentioned below are fulfilled. Those clients shall not, however, be presumed to possess market knowledge and experience comparable to that of the categories listed in Section I.

Any such waiver of the protection afforded by the standard conduct of business regime shall be considered to be valid only if an adequate assessment of the expertise, experience and knowledge of the client, undertaken by the investment firm, gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making investment decisions and understanding the risks involved.

The fitness test applied to managers and directors of entities licensed under Directives in the financial field could be regarded as an example of the assessment of expertise and knowledge. In the case of small entities, the person subject to that assessment shall be the person authorised to carry out transactions on behalf of the entity.

In the course of that assessment, as a minimum, two of the following criteria shall be satisfied:

• the client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters,
• the size of the client’s financial instrument portfolio, defined as including cash deposits and financial instruments exceeds EUR 500 000,
• the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged.

European Member States may adopt specific criteria for the assessment of the expertise and knowledge of municipalities and local public authorities requesting to be treated as professional clients. Those criteria can be alternative or additional to those listed in the  paragraph above.

II.2. Procedure

Those clients may waive the benefit of the detailed rules of conduct only where the following procedure is followed:

• they must state in writing to the investment firm that they wish to be treated as a professional client, either generally or in respect of a particular investment service or transaction, or type of transaction or product,
• the investment firm must give them a clear written warning of the protections and investor compensation rights they may lose
• they must state in writing, in a separate document from the contract, that they are aware of the consequences of losing such protections.

Before deciding to accept any request for waiver, investment firms must be required to take all reasonable steps to ensure that the client requesting to be treated as a professional client meets the relevant requirements stated in Section II.1.

However, if clients have already been categorised as professionals under parameters and procedures similar to those referred to above, it is not intended that their relationships with investment firms shall be affected by any new rules adopted pursuant to this Annex.

Firms must implement appropriate written internal policies and procedures to categorise clients. Professional clients are responsible for keeping the investment firm informed about any change, which could affect their current categorisation. Should the investment firm become aware however that the client no longer fulfils the initial conditions, which made him eligible for a professional treatment, the investment firm shall take appropriate action.

Additional Accreditation for Swiss Investors:

Under Swiss laws like the Financial Services Act (FinSA), a 'professional investor' refers to certain people or organizations that meet the following criteria :

1. Regulated Financial Intermediaries:
   • Banks
   • Securities firms
   • Fund management companies
   • Asset managers of investment schemes
   • Central banks
   • Regulated Insurance Institutions:
   • Insurance companies
   • Public Entities and Retirement Institutions:
   • Governments (national and regional)
   • Public entities like government departments
   • Pension funds and similar retirement institutions
   • Companies managing their finances professionally
   • Companies with Professional Treasuries:
   • Large corporations managing their finances like financial experts

Individuals or entities can also be considered professionals if:

• High-net-worth individuals agree in writing that they understand investment risks after assessment by a financial expert.
• They have a written agreement with a financial expert categorizing them as professional based on their financial knowledge and experience.

Opt-out and Exclusions for Swiss Investors:

• Professional clients can choose to be treated as private clients for more protection.
• Even if they qualify, institutions can opt-out to get non-professional client protections.

This system helps simplify financial services by recognizing different levels of investment knowledge. Regulated intermediaries, insurers, and big corporations are seen as having enough expertise for certain investments. Others can qualify if they show they manage investments professionally."

Additional Accreditation for United-States Investors:

An Accredited Investors is a person or entity meeting specific financial criteria, allowing them to access investment opportunities not available to the general public. It is defined by the U.S. Securities and Exchange Commission (SEC) primarily under Regulation D of the Securities Act of 1933 :

• Individuals: Must have a net worth of over $1 million (excluding the primary residence) or have earned income exceeding $200,000 ($300,000 jointly with a spouse) for the past two years with a reasonable expectation of maintaining that income.
• Entities: Trusts, partnerships, corporations, or other entities with over $5 million in assets or all equity owners who are accredited individuals.
• Alternative Asset Managers: Can also invest in private placements, hedge funds, private equity funds, venture capital, and other high-risk or complex financial products that are not registered with the SEC.
• Assumption of Risk: Accredited Investors are presumed to have the financial sophistication and capacity to understand the risks associated with these investment opportunities, thereby receiving fewer regulatory protections.

Accreditation for other Jurisdictions

For jurisdictions not detailed here, investors must refer to the investment accreditation laws of their local jurisdiction. Each country or region may have its own specific criteria and regulations governing who qualifies as an accredited or professional investor. It is essential for investors to understand and comply with these local requirements to ensure eligibility for certain investment opportunities and to adhere to regulatory standards.

For more information, contact us at admin@kapital.inc