Whitepaper Token Walnut W156648: Property Assendelft near Amsterdam

Transcription

1 Whitepaper Token Walnut W156648: Property Assendelft near Amsterdam

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3 CONTENT P. 4 P P P P P. 20 ABOUT WALNUT THE ITO PROCES THE OBJECT ABOUT THE TOKEN RISKS & DISCLAIMER CONTACT

4 ABSTRACT Walnut Ventures [ Walnut ] developed a way to use an asset backed token [ ABT or Token ] as an alternative to finance property. While developing this alternative, we looked to this project from different angles:./. It has to be a flexible and save solution for a potential home owner to use;./. It has to offer profit to the buyer of the tokens;./. It has to offer comfort and security to the buyer of the tokens. We believe we have solved this issues in the way we want to conduct the ITO s. We will explain this in this whitepaper. From our mission: We want to support families in the challenges of nowadays life we develop solutions where families can profit from. This Cryptohouse solution is an example of it. The method that is developed over the last months is proven legal in The Netherlands. The property that is subject to this ITO is located near Amsterdam. When proven successful, we will study how to provide this service in other countries. The cliënt and property we chose to conduct this ITO are well selected to ensure maximum security and a very low risk profile, since we believe we have a responsibility towards the new property owner as well as the token-buyers. This product is not ment to give someone with a doubtful credit history or shaky financials the possibility to buy a house. We do strongly believe we have an obligation to protect people from not refundable debt, since this is also a part of our mission. ABOUT WALNUT We want to support families in the challenges of nowadays life. Living in current times is not easy. Everyday, everyone is buried with events, information, changes. It makes life so much more difficult than the 50s of the last era. Only difficult? Or also more interesting? Who can tell. I think that the ability to adapt to new circumstances determines how you feel and function in nowadays society. What worries us is the inequality. In how people can contribute or profit from innovative ideas. Or the pace in which we develop our society, where basic services are on a stand still. Even in The Netherlands, where we work and live and which is one of the richest countries in the world, you see a growing gap between needs and supply, and between availability and affordability. These thoughts lead to our mission: We want to support families in the challenges of nowadays life. 4. ABOUT WALNUT

5 HOUSING AND ITO We believe that the environment in which you grow up has a strong influence in your later life. Never the less, not a lot of people have the opportunity to buy their own home, due to circumstances. For instance, an entrepreneur has a lot more difficulty to obtain a mortgage than someone who has a regular job. Even if he or she earns more. This kind of equality, we want to solve. OUR SOLUTION We researched to see if we could use an Initial Token Offering [ ITO ] in a way that a potential home owner can profit from it. We looked into it from three perspectives:./. It has to be a flexible and save solution for a potential home owner to use;./. It has to offer profit to the buyer of the tokens;./. It has to offer comfort and security to the buyer of the tokens. From these point of view we found a way that is specifically regulated in The Netherlands, and looks a lot like Financial Lease. In Dutch it is called Huurkoop. Since this is not an easy term to pronounce, we use the slightly incorrect term Lease in this whitepaper and all other documentation. We defined a number of processes that we will walk you through below. Schematically, our solution works as follows: 5. OUR SOLUTION

6 1 Step The process to come to a successful ITO and property purchase STEP I: Obtaining a client MARKETING We acquire customers through our marketing. Our website, Facebook, other social media or word of mouth. Our website explains our concept in Dutch and English and in full detail. Clients can also download a brochure. INTAKE When a potential client contact us, an appointment for a face to face conversation is planned. In this conversation, the product is again explained into full detail. We will check if the client understands the advantages and disadvantages, opportunities and risks. Based on the information about the Property a model will be made, so the client can also see the financial details of a transaction. CLIENT FILE When the client is interested, we will build a client file. The file contains at least: Proof of identity; Proof of address; BKR (information on creditstatus); Salary specification; Information about the property; Check and statement about understanding the product. When the client is not a natural person, the information above is added or replaced with the following: Registration Chambre of Commerce, not older than one month; A statement Ultimate Beneficial Owner [ UBO ]; A statement concerning Taxes; Statutes; Annual figures latest and second last financial year; Corporation or Income tax assessment latest and second last financial year; CLIENT AGREEMENT When the client file is complete, a agreement between the Foundation and the Client is made and signed. When this signed document is added to the client file, the ICO can be prepared. STATEMENT GENERAL DATA PROTECTION REGULATION The gathered information is necessary to comply to the Wfft. The information is being kept digitally in a Cloud solution with storage within the EU. 6. STEP ONE

7 STEP 2: Preparation of a Initial Token Offering REAL ESTATE For the purpose of determing a fair price a swarn in appraiser will value the Property. LEASEMODEL Based on the appraisal a leasemodel will be set up, so everyone involved is informed about the exact ITO and financial consequences. 2 Step WHITEPAPER Based on the gathered information a Whitepaper is composed. This Whitepaper provides the following information: Information about the Process; Information about the Property; Information about the Token; TOKEN Based on the leasemodel and Whitepaper the Token is built. The Token will be issued during the ITO process. MARKETING The Whitepaper and information about the ITO at hand will be published on the website of Walnut Ventures and numerous sites where ITO s are promoted. Also Social Media will be used to promote. 7. STEP TWO

8 3 Step Step 3: The ITO After all preparations are completed and the Lessee agrees to go ahead, de ITO is started. The ITO is placed for a agreed amount of time, but based on the results the ITO can be closed earlier or lengthened. When the required amount is reached, the ITO is closed. The Tokens are prepared and issued to the registered Parties. 8. STEP THREE

9 Step 4: The purchase of the property When the ITO has succeeded and the amount necessary for the transaction is acquired, the Foundation can purchase the Property. 4 Step completed so far. You see pictures of the property throughout this brochure. NOTARY The notary has prepared three deeds that will pass after one another: 1. The deed between Seller and the Foundation; 2. The pledge between Foundation and the token-owners; 3. The Lease between the Foundation and the Lessee. In this way the economic ownership of the Property passes onto the Lessee, so he/she can, if all requirements are met, has a right to mortgage interest reduction. PURCHASE DEED This is a standard deed. DEED OF PLEDGE Is to assure that neither the Lessee nor the Lessor can sell the Property when there are still tokens on the market and there are no new agreements in place. LEASE PLEDGE According to Dutch Law only Property leased to consumers has to be transfered by Notary, but the Foundation transfers only by a deed from a Notary. In this pledge, all details and requirements are formally agreed upon. 9. STEP FOUR

10 5 Step Step 5: Payment of interest and redemption After all transactions are completed, interest en redemption need to be paid. INTEREST In the lease deed appointments are made about interest rates. The interest is added to the Token value each month. The Token increases in value each month in this way. REDEMPTION The Lessee can pay a monthly amount for redemption and interest. The Lessee pays to the Foundation that uses this funds to buy the Tokens. If there are no Tokens available, the funds are held on an account of the Foundation. The funds are never owned by the Foundation. At first opportunity, the funds are used to buy the Tokens. When Tokens are bought, the total number of outstanding Tokens with Buyers decreases. When the Lessee is able tot buy extra Tokens, he/she is free to do so. PAID When the Lessee has bought all Token, the pledge deed ends and the legal ownership of the Property is turned over to the Lessee. The Tokens are destroyed and the transaction is completed. 10. STEP FIVE

11 ISSUES THAT CAN ARISE SALE If the Lessee wants to terminate the Lease-agreement, he/she has to buy all remaining Tokens. There has to be a new appraisal to determine the actual value of the Property. The Tokens have to be bought at the minimum value (ITO Value), even if the Property has decreased in value from that point. Increase in value is split over all Tokens, so also the already by the Lessee bought Tokens profit from this.. INSOLVENCY LESSEE / TERMINATION OF AGREEMENT When, by what kind of facts, there arises a situation where the Lease-agreement is terminated, the Foundation will remain owner of the Property. The Foundation will try to sell or lease the Property. The Foundation will do whatever is necessary and within their power to make maximum profit in this situation. The Foundation will inform the token-owners frequently about her progress in this matter. When a sale leads to lower proceeds then was expected and calculated in the ITO, this will lead to a loss, a lower value for the Token. THE PROPERTY AT HAND We have a launching customer with a property that stands out. The customer is an entrepreneur with a blooming consultancy firm, that shows solid results. All necessary and described steps are Construction year 1880 Living area 452 m² Number of rooms 6 Plot area m² 11. THE OBJECT

12 Because of location (15 minutes from Amsterdam) and the fact that it is renovated and has obtained the monument status, the value is solid and will tend to rise. This longhouse dome, is a Provincial monument and is beautifully situated in rural Assendelft Zuid. The total of the plots is 14,660 m2 of private land. The total living area has 452 m2 with a capacity of 1,975 m3. Including transaction costs, the amount needed to purchase and finance this house is 1,500,000 (appr. 1,850 ETH). The farm dates back to 1880 but was completely rebuilt in All components except the square were then renewed with as many original elements as possible preserved. Because of the good material choices, a particularly beautiful whole has been created which exudes a lot of peace and quiet. In 2013 this beautiful farm was nominated for the Stolpen price and received an honorable mention in the form of the 2nd place. Stolp and yard form a beautiful unit, a unique opportunity for special living. 12. THE OBJECT

13 THE INITIAL TOKEN OFFERING Through Initial Token Offering, Walnut is issuing the Walnut W tokens. A W token is an ERC2.0 compatible token running on Ethereum blockchain. The base price of one token is ETH0.01. In total, 3,000,000 tokens are issued. The sale of tokens ends when the necessary amount in Euro is raised. Extra tokens are available to correct for exchange differences between ETH and Euro and Bounty purposes. 13. THE TOKEN

14 P R E I T O C O N D I T I O N S Purpose Dates Payments Accepted In Payment Method Token to get initial market feedback on the ITO campaign March 5th, 2018, 09:00 CET - March 25th, 2018: 12:00 CET Ethereum (ETH) Price ETH 0.01 Discount Total Supply Information About Purchaser Restrictions Wallet address is available on our website ( Walnut W % refund (will be performed within 1 week after purchase) 10% refund for purchases over 50ETH (will be performed within 1 week after purchase) 50,000 tokens Walnut reserves the right to demand any information and documents about the purchaser, which it deems necessary or appropriate to comply with any applicable laws. The purchaser shall provide Walnut with such information and documents. The W Tokens are available for purchase in any country except the countries, including its states, territories in or under the laws of the country, where (1) cryptocurrency or blockchain technology are prohibited,or (2) the W Token can t be freely transferable, or (3) Walnut Ventures does not meet the legal requirements of the country.

15 Dates Payments accepted in Payment method Token April 1st, 2018, 09:00 CET - April 30th, 2018: 12:00 CET (or when goals are reached) Ethereum (ETH) Price ETH 0.01 Discount Total supply Undistributed tokens KYC Policy Restrictions Wallet address is available on our website ( Bitcoin payments by manual processing. Walnut W First week: 5% refund (will be performed within 1 week after purchase Second week: 2% refund (will be performed within 1 week after purchase) all unsold tokens until the countervalue of EUR 1,500,000 is reached burned I T O C O N D I T I O N S During the ITO, Walnut Ventures will conduct Know Your Customer [ KYC ] procedure for all of the of the W Tokens for a total value exceeding equivalent of USD 10,000 (Ethereum equivalent). This would entail the purchasers to submit their passport or ID photo and utility bill/other proof of a residence. A legal person should submit thegeneral manager s passport photo, their company owners structure and extract from company registry. Walnut Ventures reserves the right to request additional documents from customers when required. The W Tokens are available for purchase in any country except the countries, including its states, territories in or under the laws of the country, where (1) cryptocurrency or blockchain technology are prohibited, or (2) the W Token can t be freely transferable, or (3) Walnut Ventures does not meet the legal requirements of the country. The tokens will be issued right after the closing of the ITO. The purchase of the property will take place in May, 2018.

16 RISKS Insolvency risks A cliënt can become insolvent. When the cliënt does, there is a possibility that after completion of the file the Coins have a lesser value then the original value at ICO. The buyer of the Coins will have a loss in that case. Legal risks When a legal issue with the Lessee develops and Lessee is proven right in court, there could be negative influences regarding the value of the Coin. Value risks De value of the Coin might fluctuate. The Lessee has the right to buy Coins of his Property where the value is determined at the ICO value propagated with the added interest amounts. Currency risks Due to the fact that payments from the Lessee to the Foundation are made in Euro [ ] and payments to Buyers of the Coins will be in Bitcoin [ BTC ] or Ethereum [ ETH ] payments can be subject to currency fluctuations. Financial transactions will be registered on the value at the transaction day. The foundation is not liable for fluctuations, neither positive nor negative. Valuation risks The value of Property is subject to fluctuations due to market, economic or political developments. Therefore, a Lease value can differ from a future value at any point in time. 16. RISKS

17 LEGAL DISCLAIMER Although the W Tokens may be tradable, they cannot be used as an investment, currency,security, commodity, a swap on a currency or any other kind of financial instrument. The W Token is not a loan. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. Walnut Ventures may cease the distribution of the W Tokens, or cease operations in a jurisdiction where the governmental or authority actions make it unlawful or commercially undesirable to continue to do so. This cease of distribution and development may have a material adverse effect on Walnut Ventures. The W Tokens are not being offered or distributed to any person if the person or any created or organized entity, including, without limitation, any company, corporation or partnership is a citizen, resident of, or a person located or domiciled in the country, including its states, territories in or under the laws of the country, where cryptocurrency or blockchain technology are prohibited, or the W Token can t be freely transferable, or Walnut Ventures does not meet the legal requirements of the country. If a purchase or use of the W Token happens in a country or territory where such purchasing orusing are prohibited, Walnut may take all the necessary and appropriate actions, in its sole discretion or under the ordinance of appropriate authorities, to invalidate such purchase or usage. The person or any organized entity or company by buying, obtaining or using the W Token agrees to be bound on the base of rules described in the present Whitepaper, and confirms that the purchaser or user has read in full and understands this Whitepaper, the Terms of Use, Risk warning and Privacy Policy placed on the website The person or any organized entity or company by purchasing, obtaining or using the W Token acknowledges the risk of the blockchain technology and the legal requirements of the country of residence. In case the person or any organized entity or company, which is resident or under the law of the country where cryptocurrency or blockchain technology are restricted or the W Token can t be freely transferable or Walnut Ventures does not meet the legal requirements of the country, buys, obtains or transfers the W Token then such person does soit at his own sole risk. Walnut Ventures is not liable for any losses of a person or company arising from the use of the W Token in violation of the legislation regulating blockchain, and securities law. Any person who purchases or uses the W Tokens on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless Walnut Ventures and its respective past, present and future employees, officers, directors, founders, contractors, consultants, equity holders, suppliers, vendors, service providers, subsidiaries, affiliates, representatives, and agents from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual,exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, goodwill or other intangible losses. Walnut Ventures retains all right, title and interest in all of Walnut Ventures intellectual property, including, without limitation, inventions, ideas, concepts, code, trademarks, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Purchase of the W Token is non-refundable and the purchases cannot be cancelled, and full refund of the W Token purchasers if the funds DISCLAIMER

18 collected will be less than 1,000,000 USD in Ethereum equivalent. The Purchaser should not participate in the ITO or purchase the W Tokens for investment purposes. By buying or using the W Token the purchaser guarantees that the purchaser is at least 18 years old and of sufficient legal age and capacity to purchase the W Token and complies with all anti money laundering and counter-terrorism financing requirements. By buying or using the W Token the purchaser guarantees that the purchaser has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms, token wallets, blockchain-based software systems and blockchain technology and is fully informed to be able to evaluate the risks and merits of purchasing the W Tokens. By buying or using the W Token the purchaser guarantees the awareness of the risk that the W Tokens may be subject to theft or access of a third party. Malicious groups may attempt to interfere with the W Tokens in a variety of ways, including, but notlimited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks,smurfing and spoofing. This risk of theft may negatively affect or result in the loss of the purchaser s W Tokens, the loss of purchaser s ability to access or control the W Tokens or account. In the event of a theft, software bug or weakness, there is no remedy. The holders of the W Tokens are not guaranteed any remedy, refund or compensation. Walnut Ventures is not responsible for the any losses arising from the access of a third party to the user account. The Purchaser of the W Token acknowledges and agrees that the W Tokens are not to be obtained for the purposes of investment, speculation, for immediate resale or other financial purposes. 18. The W Token value is based on the market conditions and could be equal to zero. The purchase of the W Tokens does not provide the purchaser with rights of any form with respect to Walnut Ventures revenues or assets. In case the purchaser or user loses access to their own account due to loss of the private key or password Walnut Ventures is under no obligation to recover any W Tokens. The purchaser or user acknowledges, understands and agrees that all the W Tokens are non-refundable and the purchaser or user will not receive money or other compensation for any W Tokens if case they lose the private key or password to their own account. The purchaser or user acknowledges, understands and agrees that the purchasing, obtaining or transferring of the W Tokens or may have tax consequences for the purchaser. The purchaser or user is solely responsible for the purchaser or user compliance with the purchaser or user tax obligations. Walnut Ventures bears no liability or responsibility with respect to any tax consequences to the purchaser or user. For the purpose of compliance with Anti Money Laundering laws upon Walnut Ventures request, the purchaser or user shall immediately provide to Walnut Ventures the information and documents that Walnut Ventures, in its sole discretion, deems necessary or appropriate to comply with any applicable laws, rules, regulations or juridical orders. Such documents include, but are not limited to, passport, driver s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Walnut Ventures will not publish any identifying information related to the users without the prior written consent of the user unless required to do so under applicable law. The Purchaser or user understands and agrees that Walnut Ventures shall not be liable and disclaims all liability to the purchaser or user in connection with any force majeure event, including, but DISCLAIMER

19 notlimited to, industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, adverse acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol. The Purchaser or user releases Walnut Ventures from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the purchasers, users and the acts or omissions of third parties. To the fullest extent permitted by applicable law, the purchaser or user will indemnify, defend and hold harmless and reimburse Walnut Ventures from and against any and all actions, proceedings, claims,damages, demands and actions (including without limitation fees and expenses), incurred by Walnut Ventures arising from or relating to the purchaser s obtaining, purchasing or use of the W Tokens; the purchaser s responsibilities or obligations arising from purchasing and using the W Token; any warranty or statement of the purchaser or user; the purchaser s or user s violation of any rights of any other person or entity; and/or any act or omission of the purchaser or user that is negligent, unlawful or constitutes willful misconduct. During the Walnut Ventures PreITO and ITO Token distribution the specific procedures on purchasing and using the W Tokens will be placed on By purchasing the W Tokens, the purchaser acknowledges and understands and has no objection to such procedures and material specifications. The Purchaser or user and Walnut Ventures shall cooperate in good faith to resolve any dispute, controversy or claim. Any dispute arising out of or related to the 19. purchasing of the W Token shall be referred to and finally resolved by independent arbitration selected by Walnut Ventures and at Walnut Ventures discretion and choice. Walnut Ventures is using the next official communication channels with the users, stakeholders and broad community: ito@walnut.ventures The present Whitepaper may be amended from time to time to introduce and reflect all novations and changes. Walnut Ventures doesn t make and expressly disclaims all representation and warranties, express or implied. With respect to the W Token Walnut Ventures doesn t represent and warrant and expressly disclaims any representation or warranty, express, implied, including without limitation, any representations or warranties of title, non-infringement, usage, suitability for any particular purpose, or as to the workmanship or technical coding thereof or the absence of any defects therein, whether latent or patent. All trademarks, registered trademarks, product names and company names or logos mentionedin this Whitepaper, or at the domain and other inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, andany trademarks, copyright or patents based thereon are the property of their respective owners.reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Walnut Ventures. If it turns out that a particular term or conditions of the White paper is not enforceable, the term or conditions will be modified such that it is enforceable and this will not affect any other terms contained herein. DISCLAIMER

20 Do you want to join us? If you are interested in our mission and vision, please join us. You can contribute in realising our ideas. We are open to suggestions, ideas and investments. We like to get in touch! Don t hesitate to connect on social media as mentioned below or to join our Telegram group. ITO@WALNUT.VENTURES (+31) walnut_ventures walnut_ventures Walnut_Ventures walnutventures