Channel Partners

IMPORTANT

These Terms govern applications for, and approved participation as, a TOM1 Channel Partner. They should be read together with the TOM1 Privacy Notice, Company Terms, Brand Guidelines, Data Protection Schedule and any commercial or operating schedule expressly accepted by the Channel Partner.

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. Channel Partner role and permitted activities

6. Business Development Associates

7. Company engagement, authority and allocation

8. Commercial arrangements and Participation Credits

9. Company information, documents and Channel Partner Notes

10. TOM1 Opportunity Discovery process

11. Introductions and opportunity follow-up

12. Potential opportunity-related benefits

13. Confidentiality, privacy and security

14. Intellectual property and brand

15. Conduct, conflicts, records and complaints

16. Suspension, termination and consequences

17. Risk, liability and indemnity

18. Electronic acceptance, schedules and amendments

19. Notices

20. Disputes and general provisions

Appendix 1 — Electronic acceptance wording

PLAIN-LANGUAGE SUMMARY

An approved TOM1 Channel Partner enables companies within its network, membership, client base or stakeholder community to participate in TOM1. The Channel Partner may introduce companies, support engagement and coordinate approved Business Development Associates. Unless a separately accepted commercial schedule states otherwise, the Channel Partner is not required to purchase Participation Credits, is not appointed as a reseller and receives no automatic commission, fee, revenue share, equity or other economic entitlement. Any commercial arrangement or opportunity-related benefit must be recorded separately in writing.

1. HOW THESE TERMS OPERATE

1.1 Application-stage provisions bind the Applicant when the application and these Terms are electronically accepted.

1.2 Operational provisions begin only when Exco Capital approves the Applicant in writing and states an Effective Date.

1.3 Submission does not guarantee approval, exclusivity, access, companies, opportunities, income, funding or appointment.

1.4 Exco Capital will provide the Applicant with a copy of, or durable electronic access to, the accepted Terms.

1.5 A separate schedule creates an additional obligation only when the Channel Partner expressly accepts it electronically or signs it. No payment or commercial 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 Channel Partner application.

2.2 Defined terms

“Applicant” means the person or entity applying before approval.

“Approved Channel Partner” means a person or organisation approved by Exco Capital to enable or support Company participation through an established network, membership base, client base, sector, geography, programme or stakeholder community.

“BD Associate” means an approved independent Business Development Associate authorised to support Company engagement, onboarding, interpretation, validation and authorised introductions.

“Channel Partner Notes” means relevant observations submitted by the Channel Partner and clearly attributed to it. They are not Company-confirmed facts unless the Company confirms them.

“Company” means an organisation that applies for or participates in TOM1.

“Company Participation Profile” means the structured Company information and authorised supporting material used by TOM1 for Opportunity Discovery.

“Participation Credit” means a right purchased from Exco Capital by an Approved BD Associate or, where expressly agreed, an approved Commercial Channel Partner, to activate one Company’s participation for the applicable Participation Period. It is not cash, equity, a security or a Company ownership right.

“Participation Period” means the period for which a paid Participation Credit activates a Company’s TOM1 participation, as stated in the applicable schedule.

“TOM1” means the Targeted Opportunity Matching and Monitoring system operated by Exco Capital as a Human–AI Opportunity Discovery service.

2.3 The TOM1 opportunity pathway may include Signals, Touchpoints, Adjacency Candidates, Validated Adjacencies, Opportunity Shaping and, where achieved, an Investable Outcome or another realised outcome.

2.4 Headings are for convenience and do not affect interpretation. A reference to writing includes electronic communications capable of being retained.

3. APPLICATION, ASSESSMENT AND APPROVAL

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

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

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

3.4 Approved status begins only on the Effective Date stated in Exco Capital’s written approval.

4. APPOINTMENT, INDEPENDENCE AND NON-EXCLUSIVITY

4.1 The Channel Partner is appointed on a non-exclusive basis as an independent contracting party.

4.2 The Channel Partner is not an employee, agent, representative, franchisee, partner, fiduciary or joint venturer of Exco Capital.

4.3 The Channel Partner may not bind Exco Capital, contract in its name, incur obligations for it, guarantee approval, funding, matches, opportunities or transactions, or make representations outside approved materials.

4.4 No geographic, sector, industry, Company, network or opportunity exclusivity is granted unless expressly recorded in a separate written agreement.

4.5 Each party remains responsible for its own personnel, costs, taxes, licences, insurance and legal compliance.

5. CHANNEL PARTNER ROLE AND PERMITTED ACTIVITIES

5.1 The Channel Partner may:

(a) introduce TOM1 to eligible Companies within its relationships or network;

(b) invite Companies to complete approved TOM1 forms;

(c) support awareness, communication and participation;

(d) coordinate with approved BD Associates;

(e) provide relevant context or Channel Partner Notes with proper authority; and

(f) support introductions or follow-up where separately agreed.

5.2 The Channel Partner must use approved forms, notices, descriptions and brand materials.

5.3 The Channel Partner may not alter mandatory Company Terms, Privacy Notices, consent wording, legal notices or information-sharing controls.

5.4 The Channel Partner must not represent that TOM1 guarantees opportunities, funding, transactions, introductions or commercial outcomes.

6. BUSINESS DEVELOPMENT ASSOCIATES

6.1 Company onboarding, interpretation, validation and opportunity follow-up may be supported by an approved BD Associate.

6.2 The Channel Partner may nominate or work with one or more approved BD Associates, subject to Exco Capital’s approval and any agreed operating framework.

6.3 The BD Associate remains independent and does not become the Channel Partner’s employee, agent or subcontractor merely because the parties collaborate.

6.4 The Channel Partner’s primary relationship with its Companies is not transferred to a BD Associate by reason of TOM1 participation.

6.5 The Channel Partner and BD Associate must be transparent about their respective roles, communications, fees and services.

6.6 Any non-circumvention, referral, revenue-sharing or service arrangement between a Channel Partner and BD Associate must be recorded separately in writing.

7. COMPANY ENGAGEMENT, AUTHORITY AND ALLOCATION

7.1 A Company participates voluntarily and remains free to decline, investigate, negotiate or discontinue any discussion or opportunity.

7.2 The Channel Partner must take reasonable steps to ensure that:

(a) Company participation is authorised;

(b) the Company receives access to the applicable Company Terms and Privacy Notice;

(c) information is submitted lawfully and accurately; and

(d) no unauthorised confidential or personal information is submitted.

7.3 Where a Company is introduced through the Channel Partner, TOM1 may record that relationship for administration, communication and continuity.

7.4 Recording the Channel Partner relationship does not create ownership of the Company, exclusivity, a restraint, an automatic economic entitlement or a right to control the Company’s decisions.

7.5 Duplicate or competing relationship claims may be determined administratively using system records, Company confirmation and documentary evidence. Exco Capital does not determine unrelated private contractual rights.

7.6 Company choice, legal compliance, continuity and data protection take precedence over relationship-allocation claims.

8. COMMERCIAL ARRANGEMENTS AND PARTICIPATION CREDITS

8.1 Unless a separately accepted Commercial Channel Partner Schedule states otherwise:

(a) the Channel Partner is not required to purchase Participation Credits;

(b) the Channel Partner is not appointed as a reseller;

(c) the Channel Partner may not collect money on behalf of Exco Capital; and

(d) Exco Capital owes no salary, retainer, commission, referral fee, onboarding fee, success fee, revenue share or equity merely because the Channel Partner participates or introduces a Company.

8.2 A Participation Credit may be purchased by an approved BD Associate or an approved Commercial Channel Partner under an expressly accepted schedule.

8.3 TOM1 Opportunity Discovery processing begins only after the applicable Company onboarding is administratively complete and cleared payment for the relevant Participation Credit has been received.

8.4 Any commercial arrangement involving pricing, resale, sponsorship, bulk participation, referral compensation or revenue sharing must be recorded in a separate written schedule.

8.5 Each party is responsible for its own taxes, invoicing and accounting obligations arising from its separate commercial activities.

9. COMPANY INFORMATION, DOCUMENTS AND CHANNEL PARTNER NOTES

9.1 Company information remains subject to the Company Terms, Privacy Notice, consent choices and applicable law.

9.2 The Channel Partner may submit Channel Partner Notes only where relevant, authorised and professionally expressed.

9.3 Channel Partner Notes must distinguish:

(a) verified fact;

(b) Company-confirmed information;

(c) observation;

(d) opinion; and

(e) inference.

9.4 Channel Partner Notes do not become Company representations merely because they are stored in TOM1.

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

9.6 The Company may request correction of materially inaccurate information, subject to lawful recordkeeping and evidentiary requirements.

10. TOM1 OPPORTUNITY DISCOVERY PROCESS

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

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

10.3 Relevant Companies and approved human participants may interpret, test and validate an Adjacency Candidate.

10.4 Where sufficient coherence, credibility and economic plausibility emerge, an Adjacency Candidate may become a Validated Adjacency.

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

10.6 Exco Capital may prioritise, defer, combine, reject or discontinue processing where information is incomplete, consent is absent, risk is unacceptable or the potential adjacency lacks sufficient merit.

11. INTRODUCTIONS AND OPPORTUNITY FOLLOW-UP

11.1 No introduction may be made without appropriate authority and regard to confidentiality, privacy and commercial sensitivity.

11.2 A Channel Partner may support or participate in follow-up only where the relevant parties agree to its involvement.

11.3 The Channel Partner must not disclose an opportunity to third parties, approach counterparties or circulate documents beyond the authorised group without permission.

11.4 Due diligence, negotiation, contracting, professional advice and commercial decisions remain the responsibility of the participating parties.

11.5 Exco Capital may require a separate confidentiality, non-circumvention, mandate, professional-services or transaction agreement before further work proceeds.

12. POTENTIAL OPPORTUNITY-RELATED BENEFITS

12.1 Participation, introduction, relationship recording, validation or opportunity follow-up does not automatically create an economic right.

12.2 A Channel Partner may potentially receive referral income, service income, success-based compensation, equity or another benefit only where:

(a) it performs an additional agreed role;

(b) the relevant parties agree to the arrangement; and

(c) the role, contribution, trigger, amount or formula and other terms are recorded in a separate written agreement.

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

12.4 No party may represent a potential benefit as guaranteed, vested or earned before the agreed trigger has occurred.

13. CONFIDENTIALITY, PRIVACY AND SECURITY

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

13.2 The Channel Partner may act as an independent responsible party for its own activities and as an operator when processing personal information on Exco Capital’s documented instructions. The actual processing activity determines the role.

13.3 When acting as an operator, the Channel Partner must comply with the separately accepted Data Protection Schedule and applicable law.

13.4 The Channel Partner must maintain appropriate technical and organisational safeguards, restrict access to authorised persons and report any actual or suspected security compromise immediately.

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

13.6 Confidentiality obligations continue after suspension or termination.

14. INTELLECTUAL PROPERTY AND BRAND

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

14.2 Approval grants the Channel Partner a limited, revocable, non-exclusive and non-transferable right to use approved TOM1 and Exco Capital materials during the appointment.

14.3 The Channel Partner retains ownership of its own brand and pre-existing material.

14.4 No ownership in TOM1, Company information or opportunity information transfers to the Channel Partner.

14.5 Brand use must comply with the Brand Guidelines and any approved co-branding arrangement.

14.6 Brand rights end immediately on suspension or termination unless Exco Capital agrees otherwise in writing.

15. CONDUCT, CONFLICTS, RECORDS AND COMPLAINTS

15.1 The Channel Partner must act honestly, professionally and lawfully.

15.2 It must not mislead, bribe, harass, discriminate, make unauthorised promises, conceal material conflicts or accept undisclosed benefits.

15.3 The Channel Partner must disclose relevant referral arrangements, financial interests and conflicts concerning a Company or opportunity.

15.4 The Channel Partner must keep reasonable records of Company authority, introductions, consents, Notes, complaints, conflicts and agreed commercial arrangements for five years, or longer where required by law.

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

15.6 The Channel Partner must cooperate reasonably with investigations, corrective measures and lawful regulatory requests.

16. SUSPENSION, TERMINATION AND CONSEQUENCES

16.1 Exco Capital may suspend approval, access or activities for data risk, misrepresentation, misconduct, legal non-compliance, serious complaints, brand misuse, security concerns or material breach.

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

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

16.4 On termination:

(a) access and brand rights end;

(b) outstanding amounts remain due;

(c) confidential information must be returned or deleted as directed, subject to law;

(d) active Company matters must be handed over reasonably; and

(e) accrued rights under separate written agreements remain unaffected.

16.5 Termination does not create a right to compensation for loss of prospective Companies, opportunities, fees or income.

17. 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.

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

17.2 The Channel Partner is responsible for its own statements, services, personnel, systems, taxes, licences, insurance and compliance.

17.3 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.

17.4 Clause 17.3 does not exclude liability that may not lawfully be excluded, including liability arising from fraud, wilful misconduct or gross negligence where applicable.

17.5 Subject to clauses 17.3 and 17.4, Exco Capital’s aggregate liability arising from these Terms is limited to the total amount paid by the Channel Partner directly to Exco Capital under an applicable commercial schedule during the 12 months preceding the event giving rise to the claim. If the Channel Partner paid no amount, the aggregate liability is limited to R10,000.

17.6 The Channel Partner indemnifies Exco Capital against third-party claims arising from the Channel Partner’s unlawful representations, independent services, infringement, tax default, misconduct or breach of confidentiality, privacy or data-security duties, except to the extent caused by Exco Capital.

17.7 Nothing in these Terms prevents either party from seeking urgent relief to protect confidential information, personal information, intellectual property, system security or evidence.

18. ELECTRONIC ACCEPTANCE, SCHEDULES AND AMENDMENTS

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

18.2 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.

18.3 Exco Capital will provide electronic confirmation of submission and access to the accepted Terms.

18.4 A separate schedule is not binding until expressly accepted electronically or signed.

18.5 Material amendments require reasonable notice and, where appropriate, renewed acceptance.

18.6 Operational or administrative updates may take effect on notice if they do not retrospectively increase payment obligations or materially reduce accrued rights.

19. NOTICES

19.1 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.

19.2 An electronic notice is regarded as received in accordance with applicable law and available delivery records.

19.3 A notice concerning suspension, termination, breach, payment or legal proceedings must clearly identify its purpose.

20. DISPUTES AND GENERAL PROVISIONS

20.1 The parties must first attempt good-faith resolution through authorised representatives within 10 business days after written notice of a dispute.

20.2 These Terms are governed by South African law.

20.3 The parties submit to the jurisdiction of the competent South African courts, subject to any separately agreed mediation or arbitration process.

20.4 The Channel Partner may not transfer its approval or obligations without Exco Capital’s prior written consent.

20.5 Invalid provisions are severed to the minimum extent necessary. Failure to enforce a provision is not a waiver.

20.6 These Terms and separately accepted schedules form the entire TOM1 Channel Partner participation agreement.

20.7 Specific Company services, referral arrangements, opportunity agreements and transaction mandates 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 or the applicant entity as a TOM1 Channel Partner. Operational status begins only if Exco Capital approves the application in writing.

☐ Commercial understanding

I understand that Channel Partner participation does not automatically create a right to remuneration, commission, revenue share, equity or any other benefit. Any commercial arrangement requires a separate written agreement.

☐ 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