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 Facilitator Services

10. Company information, documents and Facilitator 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 Facilitator 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   Facilitator's services or resale margin. TOM1 processing begins only after   cleared payment.

1.1 Application-stage provisions bind the Applicant when the online form and these Terms are electronically accepted. Operational Facilitator 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 Facilitator expressly accepts it electronically. No payment obligation arises merely because a schedule is sent by email.

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

Defined term

Meaning

Adjacency   Candidate

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

Approved   Facilitator

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 Facilitator 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   Facilitator may engage Companies under an agreed framework.

Facilitator   Notes

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

Originating   Facilitator

The   Approved Facilitator 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.

3.1 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.

4.1 The Facilitator 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 Facilitator 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 Facilitator 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.

5.1 The Facilitator 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.

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

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

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

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

7.3 The Originating Facilitator 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 Facilitator's continued approval, and Exco Capital's right to protect compliance and continuity.

7.5 If the Originating Facilitator declines, fails to respond within the applicable period, is unavailable, is suspended, or the Company requests a change, another Approved Facilitator 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.

8.1 Only an Approved Facilitator 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 Facilitator 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 Facilitator 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 Facilitator.

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 [PAYMENT LAPSE PERIOD], Exco Capital may allow the submission to lapse and may return, archive or delete information subject to law and the Privacy Notice.

9.1 The Facilitator 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 Facilitator 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 Facilitator a salary, retainer, commission, referral fee, onboarding fee, success fee, revenue share or equity merely because the Facilitator participates, onboards a Company or supports an opportunity.

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

10.1 The Facilitator 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 Facilitator may upload Facilitator 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 Facilitator 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.

11.1 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 Facilitator 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.

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

12.2 The Facilitator 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 Facilitator.

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

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

13.2 A Facilitator may potentially receive professional-service income, opportunity-driven revenue, success-based compensation, equity or another benefit where the Facilitator 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.

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

14.2 The Facilitator 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 Facilitator must follow the separately accepted Data Protection Schedule, preserve confidentiality, restrict access and report any actual or suspected security compromise immediately.

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

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 Facilitator 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.

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

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

16.3 The Facilitator must keep reasonable records of Company authority, submissions, Participation Credits, consents, Notes, validations, introductions, complaints and conflicts for [RECORD RETENTION PERIOD].

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

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 [CURE PERIOD] to correct a breach. Serious or urgent risk may justify immediate termination.

17.3 Either party may terminate the operational appointment on [NOTICE PERIOD] 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 Facilitator's first right of refusal ends when appointment ends, except for a separately accrued right recorded in a separate agreement.

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 Facilitator 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 or consequential loss, lost profit, lost opportunity or loss of goodwill.

18.4 Exco Capital's aggregate liability is limited to [LIABILITY CAP OR CALCULATION METHOD], subject to legal review and non-excludable liability.

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

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.

20.1 The parties must first attempt good-faith resolution through authorised representatives within [NEGOTIATION PERIOD].

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.