1. Acceptance and legal effect

2. Parties, definitions and interpretation

3. TOM1 service and role separation

4. Standardised forms and branding

5. Company onboarding and authority

6. Participation Credits, payment and activation

7. Supporting documents and Participant Notes

8. Permitted use of Company information

9. Human-AI and ILBD opportunity-discovery process

10. Consent and progressive disclosure

11. Facilitator allocation and first right of refusal

12. Facilitator and Channel Partner services and charges

13. Voluntary participation and separate opportunity agreements

14. Confidentiality, privacy and security

15. Intellectual property

16. Participation Period, renewal and withdrawal

17. Suspension and termination

18. Risk, liability and indemnity

19. Electronic acceptance, email confirmation and amendments

20. Complaints, disputes and general provisions

Appendix 1 - Electronic acceptance wording

PLAIN-LANGUAGE   SUMMARY

Exco Capital operates the TOM1 Opportunity Discovery   service. The Company completes a standardised onboarding profile through an Approved   Facilitator, and possibly a Channel Partner. The Company does not   buy a Participation Credit directly from Exco Capital. TOM1 begins   opportunity-discovery processing only after an Approved Facilitator or   Commercial Channel Partner has paid for activation. The Company remains free   to accept or decline every follow-up opportunity.

1.1 These Terms bind the Company when its authorised representative electronically accepts them and submits the TOM1 Company onboarding form.

1.2 Submission creates consent and contractual duties concerning information accuracy, privacy, confidentiality, electronic records and TOM1 processing, but does not by itself activate Company participation.

1.3 Exco Capital will email the Company a copy or durable link to the accepted Terms, the Privacy Notice, the recorded information-sharing setting and the participation confirmation.

2.1 These Terms are between Exco Capital (Pty) Ltd and the legal entity identified in the onboarding form as the Company.

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.

Approved   Facilitator

A person   or entity approved by Exco Capital to assist Company onboarding,   interpretation, validation and authorised introductions.

Channel   Partner

An   approved organisation with an established relationship with the Company and   through which the Company may access TOM1 and an Approved Facilitator.

Company   Information

Information,   answers, documents and metadata submitted by or for the Company through the   standardised forms, uploads or authorised Notes.

Originating   Facilitator

The   Approved Facilitator first recorded as having submitted the complete   Company-authorised onboarding profile, subject to any Channel Partner   framework.

Participant   Notes

Facilitator   Notes or Channel Partner Notes clearly attributed to their author and not   treated as Company-confirmed facts unless confirmed by the Company.

Participation   Period

The period   for which a paid Participation Credit activates the Company's TOM1   participation.

2.3 The ILBD opportunity pathway is Signals, Touchpoints, Adjacency Candidate, Validated Adjacency, Opportunity Shaping and, where achieved, an Investable Outcome or other realised outcome.

3.1 Exco Capital provides and operates the TOM1 Opportunity Discovery service, including structured information processing, matching, monitoring, Human-AI discovery and consent-based support for introductions.

3.2 The Facilitator is an independent participant who may present TOM1, assist onboarding, interpret Company context and support opportunity follow-up.

3.3 A Channel Partner may provide trusted access through an established Company relationship and may coordinate the Facilitator relationship.

3.4 Facilitator and Channel Partner services are independent of Exco Capital unless Exco Capital expressly accepts a specific responsibility in writing.

4.1 TOM1 Company onboarding and specialist follow-up forms are standardised and may not be changed by a Facilitator or Channel Partner without Exco Capital's written approval.

4.2 The onboarding page may carry the Facilitator's chosen branding. Where a Channel Partner is involved, the page may carry the Channel Partner's branding or agreed co-branding, as agreed between the Facilitator and Channel Partner.

4.3 Exco Capital branding must be displayed and Exco Capital must be identified as the provider and operator of the TOM1 Opportunity Discovery service.

4.4 Mandatory legal notices, these Terms, the Privacy Notice, consent wording and information-sharing controls may not be altered.

5.1 The authorised representative must provide information that is accurate, current and not materially misleading to the best of their knowledge.

5.2 The Company must update material changes that may affect opportunity discovery, including changes in authority, capabilities, capacity, strategic intent, certifications, legal status or ability to perform.

5.3 The Company must have lawful authority to submit personal information, confidential information and third-party material.

5.4 Exco Capital may reject, suspend, correct or request clarification of a profile where information, authority, consent, legality or quality requirements are not satisfied.

6.1 A Company cannot purchase a Participation Credit directly from Exco Capital.

6.2 An Approved Facilitator or approved Commercial Channel Partner purchases the Participation Credit from Exco Capital. The Company may pay that Facilitator or Channel Partner for a package that includes TOM1 participation and independent services.

6.3 Completion of onboarding does not activate TOM1 processing. Exco Capital may receive, securely retain and administratively review the information before payment.

6.4 Exco Capital activates the Company Participation Profile and begins matching, monitoring, Touchpoint identification and Adjacency Candidate generation only after onboarding and consent are complete and cleared payment has been received from the approved payer.

6.5 The Participation Period begins on the activation date recorded by Exco Capital, unless the emailed participation confirmation states otherwise.

6.6 A payment dispute between the Company and a Facilitator or Channel Partner does not require Exco Capital to activate TOM1 before it has been paid.

7.1 The Company may voluntarily upload strategies, plans, presentations, capability statements, certifications, financial or operating information and other documents that may improve TOM1 results.

7.2 The Company retains ownership of its documents and grants Exco Capital a limited right to host, store, extract, organise, summarise and analyse them for authorised TOM1 purposes.

7.3 The Company must not upload privileged advice without an informed decision, credentials, unnecessary personal information, malicious files, or third-party confidential material without authority.

7.4 An Approved Facilitator or Channel Partner may upload Participant Notes relating to the Company or a potential opportunity. Notes must be attributed and are not treated as Company-confirmed facts unless the Company confirms them.

7.5 The Company may request correction of materially inaccurate Company Information or Participant Notes, subject to legal retention and audit requirements.

7.6 Supporting documents and Participant Notes are not disclosed externally without Company authority or another lawful basis.

8.1 Exco Capital may use Company Information to create and maintain the Company Participation Profile; structure and categorise information; match and monitor; identify Signals and Touchpoints; surface and review Adjacency Candidates; support validation and authorised introductions; maintain consent, security and audit records; and improve TOM1 information quality and workflow.

8.2 Exco Capital may use aggregated or appropriately de-identified information to improve TOM1 methods and system performance, provided that it does not reveal the Company's confidential identity or strategy.

8.3 Exco Capital will not intentionally use the Company's identifiable confidential content to train a publicly available general-purpose AI model unless separately disclosed and authorised.

8.4 Exco Capital may use authorised technology, hosting, analytics, security and professional providers subject to appropriate confidentiality and security obligations.

9.1 TOM1 may use artificial intelligence and human judgement to detect and interpret Signals, identify Touchpoints and surface Adjacency Candidates.

9.2 An Adjacency Candidate is a plausible preliminary pathway to value and not a verified opportunity, offer, recommendation or commitment.

9.3 The Facilitator may seek Company context and help test whether the Adjacency Candidate has sufficient coherence, credibility and economic plausibility to become a Validated Adjacency.

9.4 A Validated Adjacency may proceed to Opportunity Shaping and, where separately mandated, to structuring toward an Investable Outcome or other commercial result.

9.5 AI-assisted outputs may be incomplete, outdated or incorrect. The Company remains responsible for due diligence, decisions and professional advice.

10.1 The Company must select or confirm its information-sharing setting. TOM1 may use information internally for authorised matching and monitoring even where external disclosure requires case-by-case approval.

10.2 Information should be disclosed progressively: internal discovery; anonymous or limited description; Company review; approved disclosure of identity or selected information; authorised introduction; and separate due diligence or transaction discussions.

10.3 A general permission to share a profile summary does not authorise disclosure of supporting documents, detailed financial information, trade secrets or other highly sensitive material.

10.4 The Company may change future disclosure settings, but a change does not reverse a disclosure previously authorised and lawfully made.

11.1 The first Approved Facilitator to submit the complete Company-authorised onboarding profile is recorded as the Originating Facilitator, subject to any applicable Channel Partner framework.

11.2 The Originating Facilitator has the first right of refusal to continue supporting the Company's TOM1 participation and related opportunity follow-up.

11.3 This right does not mean the Facilitator owns the Company relationship, creates exclusivity or limits the Company's freedom to choose.

11.4 The Company may request another Approved Facilitator. Exco Capital may replace or suspend a Facilitator for compliance, continuity, availability or risk reasons. The Originating Facilitator may also decline the work.

11.5 Where a Channel Partner is involved, Facilitator allocation and communication operate within the agreed Channel Partner framework.

12.1 A Facilitator or Channel Partner may independently charge the Company any price it determines for TOM1 participation, onboarding assistance, specialist forms, strategy support or other value-adding services.

12.2 The scope, price, payment terms, deliverables, cancellation and refund terms for those services must be agreed directly with the Facilitator or Channel Partner.

12.3 Exco Capital does not share in Facilitator or Channel Partner service income or resale margin and is not responsible for their independent services, pricing, delivery, complaints or refunds.

12.4 The provider must distinguish TOM1 participation from independent services and must not present the full package price as Exco Capital's price.

13.1 The Company is not obliged to pursue any Adjacency Candidate, Validated Adjacency, introduction, service, investment or transaction identified through TOM1.

13.2 TOM1 participation does not guarantee opportunities, funding, customers, suppliers, revenue or transactions.

13.3 Any professional-service mandate, collaboration, funding, investment, transaction, opportunity-driven revenue, success-based participation or equity arrangement must be separately agreed in writing between the relevant parties.

13.4 These Terms do not impose a general non-circumvention restraint. The relevant parties may sign a separate non-circumvention agreement for a specific relationship or opportunity if they choose.

14.1 Company Information is confidential and will be used only for authorised TOM1 purposes, legal compliance, security and administration.

14.2 Exco Capital will process personal information in accordance with its Privacy Notice and applicable data-protection law and will implement reasonable technical and organisational safeguards.

14.3 No system can be guaranteed completely secure. The Company should submit only information reasonably necessary for TOM1 purposes and should redact unnecessary sensitive information.

14.4 The Company must promptly report incorrect submissions, unauthorised access, compromised credentials or other security incidents.

14.5 Newsletter and unrelated marketing consent is optional and separate from TOM1 participation.

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

15.2 The Company retains ownership of its pre-existing intellectual property and supporting documents.

15.3 The Company receives a limited, revocable and non-exclusive right to use TOM1 outputs supplied to it for internal business purposes and authorised opportunity discussions.

15.4 The Company may not scrape, reverse engineer, interfere with or build a competing database or system from TOM1 information.

16.1 The activated participation continues for the Participation Period stated in the emailed participation confirmation.

16.2 Participation does not automatically renew unless the Company is informed and a new Participation Credit is paid by an Approved Facilitator or Commercial Channel Partner.

16.3 The Company may withdraw from TOM1 by contacting [SUPPORT EMAIL]. Withdrawal stops new opportunity-discovery processing within a reasonable operational period.

16.4 Withdrawal does not automatically create a refund of any amount paid to a Facilitator or Channel Partner, reverse authorised disclosures, cancel separate agreements or erase records that must lawfully be retained.

17.1 Exco Capital may suspend or terminate Company participation for non-payment by the approved payer, unauthorised submission, misleading information, unlawful use, security risk, serious complaint or material breach.

17.2 Where a breach can reasonably be corrected, Exco Capital may allow a reasonable cure period. Serious or urgent risk may justify immediate action.

17.3 On expiry, withdrawal or termination, Exco Capital may stop new processing, restrict access and retain or delete records in accordance with law, the Privacy Notice and legitimate audit needs.

IMPORTANT   RISK NOTICE

TOM1 is an opportunity-discovery service. It does   not guarantee a match, Validated Adjacency, funding, investment, customer,   supplier, contract, revenue, transaction or business result. The Company   remains responsible for its own decisions, due diligence and professional   advice.

18.1 TOM1 outputs may contain errors, omissions or assumptions. Exco Capital does not warrant another participant's identity, authority, solvency, legality, capability, conduct or performance.

18.2 Exco Capital is not responsible for independent Facilitator or Channel Partner services, charges, statements, advice, omissions or client disputes.

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 arising from the Company's TOM1 participation is limited to [LIABILITY CAP OR CALCULATION METHOD], subject to legal review and non-excludable liability.

18.5 The Company indemnifies Exco Capital against third-party claims arising from information or documents unlawfully supplied by the Company or the Company's unlawful use of TOM1, except to the extent caused by Exco Capital.

19.1 The Company agrees that acceptance, consent, notices, participation records and communications may be created, sent, received and stored electronically.

19.2 The acceptance record may include the representative, Company, authority, date and time, time zone, Terms version, Privacy Notice version, consent settings, checkbox states, typed signature and submission reference.

19.3 After submission, Exco Capital will email confirmation and access to the accepted Terms, Privacy Notice and recorded sharing setting. After activation, it will email the activation date and Participation Period.

19.4 The Company does not accept or become liable under a Participation Credit Commercial Schedule because the Company is not the purchaser.

19.5 Material amendments require reasonable notice and, where appropriate, electronic reacceptance. Non-material operational updates may take effect on notice.

20.1 The Company should first submit a complaint to [SUPPORT / LEGAL EMAIL] with the relevant reference and supporting information.

20.2 The parties will attempt good-faith resolution within [NEGOTIATION PERIOD].

20.3 These Terms are governed by South African law and, subject to mandatory consumer rights, the competent South African courts have jurisdiction.

20.4 Urgent relief may be sought to protect confidential information, personal information, intellectual property, system security or evidence.

20.5 These Terms, the Privacy Notice, the Company's recorded consent settings and the emailed participation confirmation form the TOM1 Company participation agreement. Separate services and opportunity agreements remain separate.