Business Development Associates

IMPORTANT

These Terms govern applications for, and approved participation as, a TOM1 Business Development Associate (“BD Associate”). They should be read together with the TOM1 Privacy Notice, Company Terms, Participation Credit Schedule, Data Protection Schedule, Brand Guidelines and any other schedule expressly accepted by the relevant party.

Nothing in these Terms excludes, limits or waives a right or remedy that cannot lawfully be excluded, limited or waived under South African law.

CONTENTS

1. How these Terms operate

2. Parties, definitions and interpretation

3. Application, assessment and approval

4. Appointment, independence and non-exclusivity

5. Training and approved status

6. Standardised onboarding forms and branding

7. Company allocation and first right of refusal

8. Participation Credits, invoicing and activation

9. Independent pricing and Business Development Services

10. Company information, documents and Notes

11. ILBD opportunity-discovery process

12. Channel Partner relationships

13. Potential opportunity-related benefits

14. Confidentiality, privacy and security

15. Intellectual property and brand

16. Conduct, records and complaints

17. Suspension, termination and consequences

18. Risk, liability and indemnity

19. Electronic acceptance, email schedules and amendments

20. Disputes and general provisions

Appendix 1 — Electronic acceptance wording

PLAIN-LANGUAGE SUMMARY

An approved TOM1 BD Associate independently engages and onboards Companies, purchases Participation Credits from Exco Capital after onboarding is administratively complete, and may resell or bundle TOM1 participation with its own services at a price it determines. Exco Capital receives only its Participation Credit price and does not share in the BD Associate's services or resale margin. TOM1 processing begins only after cleared payment.

1. HOW THESE TERMS OPERATE

1.1 Application-stage provisions bind the Applicant when the online form and these Terms are electronically accepted. Operational provisions begin only when Exco Capital approves the Applicant in writing and states an Effective Date.

1.2 Submission does not guarantee approval, training access, clients, Participation Credits, opportunities, income or appointment.

1.3 After submission, Exco Capital will email the Applicant a copy or durable link to the accepted Terms and any documents relevant to the application. If approved, Exco Capital will separately email the approval notice and applicable commercial, data-protection and brand schedules.

1.4 A separate schedule creates an additional obligation only when the BD Associate expressly accepts it electronically. No payment obligation arises merely because a schedule is sent by email.

2. PARTIES, DEFINITIONS AND INTERPRETATION

2.1 These Terms are between Exco Capital (Pty) Ltd and the person or entity identified in the TOM1 BD Associate application.

2.2 Defined terms

Adjacency Candidate - A preliminary Adjacency identified from Signals and Touchpoints for further interpretation, testing or evaluation.

Approved BD Associate - A person or entity approved by Exco Capital to support TOM1 onboarding, interpretation, validation and authorised introductions.

Company Participation Profile - The structured Company information and authorised supporting material used by TOM1 for opportunity discovery.

Participation Credit - A right purchased from Exco Capital by an Approved BD Associate or approved Commercial Channel Partner to activate one Company's participation in TOM1 for the applicable Participation Period. It is not cash, equity, a security or a Company ownership right.

Signals - Early observable traces through which organisations reveal movement, intent, capability, constraint or change.

Touchpoints  - Structurally meaningful intersections where Signals connect across organisations, markets, capabilities or strategic conditions.

Validated Adjacency - An Adjacency that has acquired sufficient coherence, credibility and economic plausibility to justify further development and shaping.

Opportunity Shaping - The process of refining an emerging opportunity into a structured, credible and actionable form.

Investable Outcome - The mature form of an opportunity that is sufficiently structured, credible and actionable to support commitment, investment or execution.

TOM1 - The Targeted Opportunity Matching and Monitoring system operated by Exco Capital as a Human–AI Opportunity Discovery service.

Applicant - The person or entity applying before approval.

Channel Partner - An approved organisation with established Company relationships through which a BD Associate may engage Companies under an agreed framework.

BD Associate Notes - Relevant observations uploaded by the BD Associate and clearly attributed to the BD Associate. They are not treated as Company-confirmed facts unless the Company confirms them.

Originating BD Associate - The Approved BD Associate first recorded by TOM1 as having submitted a complete, Company-authorised onboarding profile, subject to any applicable Channel Partner framework.

Participation Period - The period for which one paid Participation Credit activates a Company's TOM1 participation, as stated in the applicable schedule.

2.3 The ILBD terms in these Terms must be interpreted consistently with Exco Capital's current approved ILBD terminology. The opportunity pathway is Signals, Touchpoints, Adjacency Candidate, Validated Adjacency, Opportunity Shaping and, where achieved, an Investable Outcome or other realised outcome.

3. APPLICATION, ASSESSMENT AND APPROVAL

3.1 The Applicant confirms that the application is accurate and complete to the best of its knowledge and that the submitter has authority to bind any entity named in the application.

3.2 Exco Capital may verify information, request documents, conduct due diligence, interview the Applicant, require training or obtain references.

3.3 Exco Capital may approve, conditionally approve, defer, request further information or decline the application, subject to applicable law.

3.4 Approved status begins only on the Effective Date in Exco Capital's approval notice.

4. APPOINTMENT, INDEPENDENCE AND NON-EXCLUSIVITY

4.1 The BD Associate is appointed on a non-exclusive basis as an independent contractor and independent reseller, not as an employee, agent, partner, franchisee, fiduciary or joint venturer of Exco Capital.

4.2 The BD Associate controls its working time, business methods, client selection, costs and independent services, subject to TOM1 methodology, consent, data, brand and conduct requirements.

4.3 The BD Associate may not bind Exco Capital, sign in its name, guarantee approval, funding, matches or transactions, or make representations outside approved materials.

4.4 No geographic, sector, industry, Company or opportunity exclusivity is granted.

5. TRAINING AND APPROVED STATUS

5.1 The BD Associate must complete required TOM1 onboarding, methodology, consent, confidentiality, brand and information-security training before performing restricted activities or activating Company participation.

5.2 Exco Capital may require refresher training and reasonable updates to preserve system integrity and legal compliance.

5.3 Approved status depends on continuing compliance, accurate contact details, professional conduct and reasonable activity standards communicated in writing.

6. STANDARDISED ONBOARDING FORMS AND BRANDING

6.1 TOM1 Company onboarding and follow-up forms are standardised and may not be changed, shortened, reworded or supplemented by the BD Associate without Exco Capital's written approval.

6.2 The onboarding page may carry branding selected by the BD Associate. Where a Channel Partner is involved, the page may instead carry the Channel Partner's branding, or agreed co-branding, as agreed between the BD Associate and Channel Partner.

6.3 Every onboarding page must prominently display Exco Capital branding and state that Exco Capital provides and operates the TOM1 Opportunity Discovery service.

6.4 Mandatory legal notices, Company Terms, Privacy Notice links, consent wording and information-sharing controls may not be altered.

7. COMPANY ALLOCATION AND FIRST RIGHT OF REFUSAL

7.1 Company participation through a BD Associate operates on a first-complete-authorised-submission basis.

7.2 The first Approved BD Associate to submit a complete Company onboarding profile authorised by the Company and accepted as administratively complete is recorded as the Originating BD Associate. Where a Channel Partner is involved, the submission must also comply with the agreed Channel Partner framework.

7.3 The Originating BD Associate has the first right of refusal to continue supporting that Company's TOM1 participation and related TOM1 opportunity follow-up.

7.4 The first right of refusal is not ownership, exclusivity, an employment right, an automatic economic entitlement or a restraint on the Company. It remains subject to Company choice, the Channel Partner framework, the BD Associate's continued approval, and Exco Capital's right to protect compliance and continuity.

7.5 If the Originating BD Associate declines, fails to respond within the applicable period, is unavailable, is suspended, or the Company requests a change, another Approved BD Associate may be appointed.

7.6 For duplicate submissions, TOM1 system timestamps and evidence of Company authority determine priority. Exco Capital applies this rule administratively and does not determine unrelated private contractual rights.

8. PARTICIPATION CREDITS, INVOICING AND ACTIVATION

8.1 Only an Approved BD Associate or an approved Commercial Channel Partner may purchase a Participation Credit. A Company may not purchase a Participation Credit directly from Exco Capital.

8.2 The BD Associate undertakes initial engagement and onboarding at its own cost and commercial risk.

8.3 After the Company onboarding profile is complete and accepted as administratively complete, Exco Capital invoices the BD Associate for the applicable Participation Credit, unless an approved Commercial Channel Partner is the recorded payer.

8.4 Payment is due immediately on receipt of the invoice and is not conditional on whether or when the Company pays the BD Associate.

8.5 Before payment, Exco Capital may securely receive, retain and administratively review the information for completeness, authority, consent, eligibility and invoicing. Exco Capital will not commence TOM1 matching, monitoring, Adjacency Candidate generation or opportunity-discovery processing until cleared payment is received.

8.6 After cleared payment, Exco Capital activates the Company Participation Profile for the Participation Period stated in the accepted Participation Credit Schedule.

8.7 If payment is not received within 7 calendar days, Exco Capital may allow the submission to lapse and may return, archive or delete information subject to law and the Privacy Notice.

9. INDEPENDENT PRICING AND BD ASSOCIATE SERVICES

9.1 The BD Associate independently determines the price charged to the Company for TOM1 participation, onboarding support, follow-up forms and any other value-adding services. Exco Capital imposes no minimum resale price.

9.2 The BD Associate retains its resale margin and all income from its independent services, subject to its own costs, taxes and obligations. Exco Capital does not share in that margin or service income.

9.3 Exco Capital does not owe the BD Associate a salary, retainer, commission, referral fee, onboarding fee, success fee, revenue share or equity merely because the BD Associate participates, onboards a Company or supports an opportunity.

9.4 The BD Associate contracts directly with the Company for its services and is responsible for scope, competence, pricing, invoicing, collection, delivery, tax, licences, insurance, complaints and refunds.

9.5 The BD Associate must clearly distinguish the Participation Credit from its own services and may not present its total package price as Exco Capital's platform price.

10. COMPANY INFORMATION, DOCUMENTS AND BD ASSOCIATE NOTES

10.1 The BD Associate must take reasonable steps to confirm Company authority, information accuracy, privacy acknowledgement and acceptance of the Company Terms before submission.

10.2 The Company may upload strategies, plans, presentations, certifications and other documents that may improve TOM1 results, subject to the Company Terms and document-upload rules.

10.3 The BD Associate may upload BD Associate Notes relating to the Company or a potential opportunity. Notes must be relevant, professional, factual where presented as fact, clearly attributed and must distinguish observation or opinion from Company-confirmed information.

10.4 BD Associate Notes do not become Company representations merely because they are stored in TOM1. The Company may request correction of materially inaccurate information, subject to lawful recordkeeping.

10.5 Supporting documents and Notes may not be disclosed externally without Company authority or another lawful basis.

11. ILBD OPPORTUNITY-DISCOVERY PROCESS

11.1 TOM1 uses structured Company information and Human–AI Opportunity Discovery to interpret Signals, identify Touchpoints and surface Adjacency Candidates.

11.2 An Adjacency Candidate is a preliminary possibility, not a verified opportunity, recommendation, offer or commitment.

11.3 The BD Associate helps interpret and test the Adjacency Candidate. Where sufficient coherence, credibility and economic plausibility emerge, it may become a Validated Adjacency.

11.4 A Validated Adjacency may proceed to Opportunity Shaping and, under a separate mandate, structuring toward an Investable Outcome or another commercial outcome.

11.5 Each Company remains free to decline, investigate, negotiate or discontinue any proposed discussion or opportunity.

12. CHANNEL PARTNER RELATIONSHIPS

12.1 Where a Company participates through a Channel Partner, the BD Associate must respect the Channel Partner's properly recorded relationship and operate within the agreed framework.

12.2 The BD Associate must be transparent about communications and may offer additional services only subject to Company choice and any applicable Channel Partner agreement.

12.3 The first right of refusal in clause 7 operates within the Channel Partner framework and does not transfer the Channel Partner's primary relationship to the BD Associate.

12.4 These Terms do not create an automatic non-circumvention restraint. A BD Associate, Channel Partner, Company or other participant may enter into a separate non-circumvention agreement for a specific relationship or opportunity if they choose.

13. POTENTIAL OPPORTUNITY-RELATED BENEFITS

13.1 Participation, onboarding, first right of refusal, validation or an introduction does not automatically create an economic right.

13.2 A BD Associate may potentially receive professional-service income, opportunity-driven revenue, success-based compensation, equity or another benefit where the BD Associate performs an additional agreed role and the relevant parties record the role, contribution, trigger, amount or formula and other terms in a separate written agreement.

13.3 Exco Capital is not required to be a party to that agreement unless Exco Capital assumes a role or obligation under it.

14. CONFIDENTIALITY, PRIVACY AND SECURITY

14.1 The BD Associate must protect non-public Company, Channel Partner, opportunity, TOM1, pricing, methodology and participant information and use it only for authorised purposes.

14.2 The BD Associate may act as an independent responsible party for its own services and as an operator when processing personal information on Exco Capital's documented instructions. The actual processing activity determines the role.

14.3 When acting as operator, the BD Associate must follow the separately accepted Data Protection Schedule, preserve confidentiality, restrict access and report any actual or suspected security compromise immediately.

14.4 The BD Associate may not sell, scrape, export, place in a competing database or use TOM1 information for unrelated marketing.

15. INTELLECTUAL PROPERTY AND BRAND

15.1 Exco Capital owns or controls TOM1, its software, data structures, forms, methodology, training, workflows, matching logic, names, logos and improvements.

15.2 Approval grants a limited, revocable, non-exclusive and non-transferable right to use approved TOM1 materials during the appointment.

15.3 The BD Associate retains ownership of its brand and pre-existing material. It receives no ownership in TOM1 or Company information.

15.4 Use of the TOM1 and Exco Capital brands must comply with the separately issued Brand Guidelines. Brand rights end on suspension or termination.

16. CONDUCT, RECORDS AND COMPLAINTS

16.1 The BD Associate must act honestly, professionally and lawfully and must not mislead, bribe, harass, discriminate, make unauthorised promises or accept undisclosed benefits.

16.2 The BD Associate must disclose conflicts, referral arrangements and financial interests relevant to a Company or opportunity.

16.3 The BD Associate must keep reasonable records of Company authority, submissions, Participation Credits, consents, Notes, validations, introductions, complaints and conflicts for 5 years, or longer where required by law.

16.4 Exco Capital may investigate a complaint and request proportionate records relevant to TOM1 compliance.

17. SUSPENSION, TERMINATION AND CONSEQUENCES

17.1 Exco Capital may suspend approval, access or activation for non-payment, data risk, misrepresentation, failure to train, misconduct, legal non-compliance, serious complaints or material breach.

17.2 Where appropriate, Exco Capital may allow 10 business days to correct a breach. Serious or urgent risk may justify immediate termination.

17.3 Either party may terminate the operational appointment on 30 calendar days written notice.

17.4 On termination, access and brand rights end, outstanding amounts remain due, confidential information must be returned or deleted as directed, and active Companies must be handed over reasonably.

17.5 The Originating BD Associate's first right of refusal ends when appointment ends, except for a separately accrued right recorded in a separate agreement.

18. RISK, LIABILITY AND INDEMNITY

IMPORTANT RISK NOTICE

TOM1 does not guarantee Companies, matches, Validated Adjacencies, funding, transactions, income or outcomes. Each participant remains responsible for its own decisions, services, due diligence and professional advice.

18.1 Exco Capital does not warrant the identity, solvency, authority, legality, information, conduct or performance of a Company, Channel Partner, Professional Associate or counterparty.

18.2 The BD Associate is responsible for its own client contracts, pricing, statements, services, personnel, taxes, licences, insurance and compliance.

18.3 To the extent permitted by law, neither party is liable for indirect, special or consequential loss, loss of profit, loss of opportunity or loss of goodwill. This clause does not exclude liability that may not lawfully be excluded, including liability arising from fraud, wilful misconduct or gross negligence where applicable.

18.4 Subject to clause 18.3 and any non-excludable liability, Exco Capital’s aggregate liability arising from or relating to the affected Company’s TOM1 participation is limited to the total Participation Credit fees paid to Exco Capital in respect of that Company during the 12 months preceding the event giving rise to the claim.

18.5 The BD Associate indemnifies Exco Capital against third-party claims arising from the BD Associate's unlawful representations, independent services, infringement, tax default or breach of confidentiality or data duties, except to the extent caused by Exco Capital.

19. ELECTRONIC ACCEPTANCE, EMAIL SCHEDULES AND AMENDMENTS

19.1 The parties agree to electronic forms, records, signatures, notices, approvals and schedules.

19.2 The acceptance record may include the Applicant, entity, authority, date and time, time zone, Terms version, Privacy Notice version, checkbox states, typed name and application reference.

19.3 Exco Capital will email confirmation of submission and access to the accepted Terms. If approved, Exco Capital will email the Approval Notice and applicable Participation Credit, Data Protection and Brand schedules for separate electronic acceptance.

19.4 A schedule is not binding until expressly accepted. Purchase or activation of a Participation Credit may occur only after the applicable Participation Credit Schedule has been accepted.

19.5 Material amendments require reasonable notice and, where appropriate, reacceptance. Operational or administrative updates may take effect on notice if they do not retrospectively increase payment obligations or materially reduce accrued rights.

20. DISPUTES AND GENERAL PROVISIONS

20.1 The parties must first attempt good-faith resolution through authorised representatives within 10 business days.

20.2 These Terms are governed by South African law. The parties submit to the competent South African courts, subject to any separately agreed mediation or arbitration process.

20.3 Neither party is prevented from seeking urgent relief to protect confidential information, personal information, intellectual property, system security or evidence.

20.4 The BD Associate may not transfer its approval without Exco Capital's written consent. Invalid provisions are severed to the minimum extent necessary. Failure to enforce is not a waiver.

20.5 Notices under these Terms must be sent to the email addresses recorded in the application or approval notice, unless a party has notified the other of a replacement address. An electronic notice is regarded as received in accordance with applicable law and any delivery record.

20.6 These Terms and separately accepted schedules form the entire TOM1 BD Associate participation agreement. Specific Company services and opportunity agreements remain separate.

APPENDIX 1 - ELECTRONIC ACCEPTANCE WORDING

☐ Accuracy and authority

I confirm that the information provided is accurate and complete to the best of my knowledge and that I am authorised to submit this application personally or for the applicant entity.

☐ Acceptance of Terms

I confirm that I have accessed, read and understood these Terms, version 1.0, dated 27 July 2026, and agree to be bound by the application-stage provisions.

☐ No automatic appointment

I understand that submission does not appoint me as a TOM1 BD Associate. Operational status begins only if Exco Capital approves the application in writing.

☐ Commercial understanding

I understand that Exco Capital does not remunerate me for BD Associate participation and that any potential opportunity-related benefit requires a separate written agreement between the relevant parties.

☐ Privacy and electronic contracting

I acknowledge that I have accessed the Privacy Notice and agree that application records, notices, approvals, schedules and signatures may be created, delivered and retained electronically, subject to applicable law.

Platform operator: Exco Capital (Pty) Ltd

Email for legal notices: legal@excocapital.com

Information Officer / privacy contact: G Botha

Privacy contact email: support@excocapital.com