Participate in Opportunity Search

IMPORTANT

These Terms govern a Company’s participation in the TOM1 Opportunity Search. They should be read together with the TOM1 Privacy Notice, the Company’s recorded information-sharing settings, the participation confirmation and any separately accepted agreement with a Business Development Associate or 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. 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. BD Associate allocation and first right of refusal

12. BD Associate 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

SUMMARY

Exco Capital operates the TOM1 Opportunity Discovery service. The Company completes a standardised onboarding profile through an Approved BD Associate, 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 BD Associate or Commercial Channel Partner has paid for activation. The Company remains free to accept or decline every follow-up opportunity.

1. ACCEPTANCE AND LEGAL EFFECT

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. PARTIES, DEFINITIONS AND INTERPRETATION

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

2.2 Defined terms

Defined term

Meaning

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.

Approved BD Associate

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 BD Associate.

Company Information

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

Originating BD Associate

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

Participant Notes

BD Associate 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. TOM1 SERVICE AND ROLE SEPARATION

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 BD Associate 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 BD Associate relationship.

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

4. STANDARDISED FORMS AND BRANDING

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

4.2 The onboarding page may carry the BD Associate'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 BD Associate 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. COMPANY ONBOARDING AND AUTHORITY

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. PARTICIPATION CREDITS, PAYMENT AND ACTIVATION

6.1 Under the current TOM1 participation model, a Company does not purchase a Participation Credit directly from Exco Capital.

6.2 An Approved BD Associate or approved Commercial Channel Partner purchases the Participation Credit from Exco Capital. The Company may pay that BD Associate 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 BD Associate or Channel Partner does not require Exco Capital to activate TOM1 before it has been paid.

7. SUPPORTING DOCUMENTS AND PARTICIPANT NOTES

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 BD Associate 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. PERMITTED USE OF COMPANY INFORMATION

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. HUMAN-AI AND ILBD OPPORTUNITY-DISCOVERY PROCESS

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 BD Associate 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. CONSENT AND PROGRESSIVE DISCLOSURE

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. FACILITATOR ALLOCATION AND FIRST RIGHT OF REFUSAL

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

11.2 The Originating BD Associate 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 BD Associate owns the Company relationship, creates exclusivity or limits the Company's freedom to choose.

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

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

12. FACILITATOR AND CHANNEL PARTNER SERVICES AND CHARGES

12.1 A BD Associate 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 BD Associate or Channel Partner.

12.3 Exco Capital does not share in BD Associate 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. VOLUNTARY PARTICIPATION AND SEPARATE OPPORTUNITY AGREEMENTS

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. CONFIDENTIALITY, PRIVACY AND SECURITY

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. INTELLECTUAL PROPERTY

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. PARTICIPATION PERIOD, RENEWAL AND WITHDRAWAL

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 BD Associate or Commercial Channel Partner.

16.3 The Company may withdraw from TOM1 by contacting [INSERT 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 BD Associate or Channel Partner, reverse authorised disclosures, cancel separate agreements or erase records that must lawfully be retained. Because Exco Capital does not receive the Company’s package payment directly, any refund claim relating to that package must ordinarily be addressed to the relevant BD Associate or Channel Partner under the Company’s separate agreement with that provider.

17. SUSPENSION AND TERMINATION

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.

18. RISK, LIABILITY AND INDEMNITY

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 BD Associate 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, special or consequential loss, loss of profit, loss of opportunity or loss of goodwill. This 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 the Company’s TOM1 participation is limited to the greater of R10,000 or the Participation Credit amount paid to Exco Capital for the Company’s current Participation Period.

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. ELECTRONIC ACCEPTANCE, EMAIL CONFIRMATION AND AMENDMENTS

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. COMPLAINTS, DISPUTES AND GENERAL PROVISIONS

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

20.2 The parties will attempt good-faith resolution within 10 business days.

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. 

APPENDIX 1 — ELECTRONIC ACCEPTANCE WORDING

☐ Accuracy and authority

I confirm that the information submitted is accurate and complete to the best of my knowledge and that I am authorised to submit it for the Company.

☐ Acceptance of Terms

I confirm that I have accessed, read and understood these Terms, version 1.0 dated 27 July 2026, and agree to bind the Company to them.

☐ Voluntary participation and no guaranteed outcome

I understand that TOM1 is an Opportunity Search service and does not guarantee a match, opportunity, funding, customer, supplier, contract, transaction, revenue or other commercial result.

☐ Information sharing

I confirm the Company’s selected information-sharing setting and understand that identifiable or sensitive information will be disclosed progressively and only in accordance with that setting, further authority or another lawful basis.

☐ Independent service providers

I understand that any BD Associate or Channel Partner services, charges, cancellation terms and refunds are governed by the Company’s separate agreement with that provider and not by Exco Capital, unless Exco Capital expressly agrees otherwise in writing.

☐ Privacy and electronic contracting

I acknowledge that I have accessed the Privacy Notice and agree that acceptance records, consents, notices, participation confirmations and signatures may be created, delivered and retained electronically, subject to applicable law.

Service provider: Exco Capital (Pty) Ltd

Support email: Support@excocapital.com

Email for legal notices: legal@excocapital.com

Information Officer / privacy contact: G Botha

Privacy contact email: support@excocapital.com