Terms of Use and Service

These Terms of Use and Service (“Terms”) govern access to and use of:

1. the Exco Capital website at www.excocapital.com (“Website”);
2. information, content and functionality made available through the Website;
3. enquiries, registrations and expressions of interest submitted through the Website; and
4. services provided by Exco Capital through or in connection with the Website,

collectively referred to as the “Services”.

The Website and Services are operated by Exco Capital (Pty) Ltd, a company incorporated in the Republic of South Africa (“Exco Capital”, “we”, “us” or “our”).

By accessing or using the Website or Services, you agree to these Terms. If you do not agree to them, you must not use the Website or Services.

Certain services, platforms, programmes, professional engagements and investment opportunities may be governed by additional agreements. Where an additional written agreement conflicts with these Terms, the additional agreement will prevail in relation to that specific engagement or transaction.

Exco Capital is an international technology-enabled deal-origination and investment-holding company that discovers, validates and structures overlooked opportunities into executable and investable outcomes.

Our activities may include:

1. opportunity discovery and deal origination;
2. facilitated engagement between companies and relevant stakeholders;
3. validation and contextualisation of potential opportunities;
4. commercial, strategic, operational, governance and capital structuring;
5. professional advisory and execution support;
6. the introduction of suitable opportunities to investors, funders, strategic partners and other participants; and
7. selective investment, co-investment or other participation in structured opportunities.

The nature and extent of Exco Capital’s involvement will depend on the specific opportunity and any separate written agreement concluded with the relevant parties.

Exco Capital uses structured company information, human insight, relationships, research and technology-enabled systems to identify overlooked opportunities beyond a company’s existing markets, relationships and assumptions.

Potential opportunities may be reviewed and contextualised by Facilitators, Exco Capital representatives, Professional Associates and relevant stakeholders to assess strategic fit, mutual intent, commercial logic and whether a credible opportunity exists.

Validated opportunities may be developed into executable or investable outcomes by aligning relevant stakeholders, economics, governance, implementation requirements, risk allocation and capital.

Where appropriate, Exco Capital may:

1. invest or co-invest in an opportunity;
2. acquire or hold an equity, economic or other participation interest;
3. introduce the opportunity to potential capital providers;
4. assist with capital preparation or transaction structuring; or
5. decline to participate further.

Nothing on the Website obliges Exco Capital to invest in, finance, support, introduce or structure any company or opportunity.

TOM1 is Exco Capital’s proprietary Human–AI Opportunity Discovery System and Targeted Opportunity Matching and Monitoring platform.

TOM1 enables companies to participate in a structured Opportunity Search intended to identify potential opportunities between organisations.

TOM1 may be accessed through a separate website, application, portal or service environment. Access to and use of TOM1 may be subject to:

1. separate platform terms;
2. a participation or onboarding agreement;
3. applicable pricing and payment terms;
4. information-sharing permissions;
5. confidentiality settings; and
6. data-processing and privacy requirements.

These Terms do not replace any separate TOM1 terms or participation agreement.

TOM1 produces opportunity hypotheses, indications, suggested relationships or potential matches. These outputs are not guarantees that:

1. an opportunity exists;
2. another party is interested;
3. the information on which an output is based is complete or accurate;
4. the parties will reach agreement;
5. a transaction will be completed; or
6. any commercial or financial benefit will result.

Human validation, independent investigation and appropriate professional advice remain necessary.

Facilitators may assist companies and other participants to:

1. capture and clarify company information and strategic intent;
2. participate in an Opportunity Search;
3. understand and contextualise potential opportunities;
4. validate interest and strategic fit;
5. facilitate introductions or early-stage discussions; and
6. escalate suitable opportunities for further assessment or structuring.

Unless expressly authorised in writing, a Facilitator may not:

1. bind Exco Capital or another participant;
2. make commitments on behalf of Exco Capital;
3. guarantee an opportunity, transaction, investment or outcome;
4. provide regulated financial advice on behalf of Exco Capital;
5. receive investment funds on behalf of Exco Capital; or
6. represent that an opportunity has been approved by Exco Capital.

A Facilitator’s role, authority, remuneration and relationship with Exco Capital may be governed by a separate written agreement.

Exco Capital may work with Professional Associates, advisers, specialists, dealmakers and ecosystem partners who contribute professional expertise, market access, relationships, capital capability or execution capacity.

Unless a written agreement expressly states otherwise:

1. Professional Associates and ecosystem partners act as independent service providers;
2. they are not employees, agents, partners or legal representatives of Exco Capital;
3. they may charge separate professional fees;
4. they remain responsible for their own professional advice, work product and regulatory obligations; and
5. Exco Capital does not guarantee their performance or accept liability for services independently supplied by them.

The appointment of a Professional Associate or other service provider may require a separate engagement letter, scope of work and fee agreement.

Using the Website, submitting information, joining a list, participating in an introductory discussion or receiving preliminary feedback does not create:

1. an advisory mandate;
2. an investment mandate;
3. a fiduciary relationship;
4. an agency, partnership or joint venture;
5. an obligation to proceed with an opportunity;
6. an entitlement to funding or investment; or
7. an exclusive relationship.

A formal professional, commercial or investment engagement arises only when the relevant parties conclude a separate written agreement.

Exco Capital may accept, reject, defer or discontinue engagement with any company, participant or opportunity at its discretion, subject to any binding written agreement already in force.

The Website may allow persons to express interest in receiving information about Exco Capital or potential future opportunities.

Joining an investor or capital-partner list:

1. records an expression of interest only;
2. does not constitute an application for shares or another investment;
3. does not create an entitlement or priority right;
4. does not oblige Exco Capital to provide an opportunity;
5. does not mean that the person is suitable or eligible to invest; and
6. does not constitute acceptance by Exco Capital of that person as an investor.

Any actual investment opportunity will be governed by separate transaction documents, eligibility requirements, due-diligence procedures, risk disclosures and applicable law.

Unless expressly stated in formal transaction documentation issued in compliance with applicable law, nothing on the Website constitutes:

1. an offer to the public;
2. an invitation to subscribe for securities;
3. a prospectus;
4. an advertisement of a specific security or financial product;
5. a recommendation to buy, sell or hold an investment;
6. a commitment to raise or provide capital; or
7. a guarantee that an investment opportunity will become available.

Any references to shareholders, investors, capital formation, investment participation or possible future transactions are provided for general information and do not constitute an offer capable of acceptance.

General information on the Website is not intended to constitute financial, investment, legal, accounting, tax or other regulated professional advice.

You must obtain advice from appropriately qualified and, where required, licensed professionals before making commercial, legal, tax, funding or investment decisions.

Where Exco Capital or a Professional Associate is formally appointed to provide a defined professional service, that service will be governed by a separate written agreement specifying the scope, responsibilities, fees and applicable limitations.

Opportunity discovery and structuring involve uncertainty.

Exco Capital does not warrant or guarantee:

1. that any opportunity will be identified;
2. that an identified opportunity will be accurate, suitable or commercially viable;
3. that another party will be willing or able to proceed;
4. that funding or investment will be secured;
5. that negotiations will result in an agreement;
6. that regulatory approvals will be obtained;
7. that a transaction will be completed;
8. that projected revenue, valuation, growth, savings or returns will be achieved; or
9. that any investment will preserve its value or generate a return.

All commercial and investment decisions remain the responsibility of the relevant participant.

Information supplied through the Website, TOM1, Facilitators, Professional Associates, participating companies or third parties may not have been independently verified.

Each participant is responsible for:

1. conducting its own legal, financial, commercial, technical, operational, tax and regulatory due diligence;
2. verifying all material information and assumptions;
3. assessing counterparty credibility and capacity;
4. obtaining appropriate professional advice;
5. evaluating the risks of proceeding; and
6. making its own independent decision.

Exco Capital may conduct screening or preliminary assessment, but this does not replace the participant’s own due diligence.

When submitting information to Exco Capital, you confirm that:

1. the information is accurate and not materially misleading;
2. you are authorised to provide it;
3. its submission does not breach any law, contract, confidentiality duty or third-party right;
4. you have obtained any necessary consent to provide personal information relating to another person; and
5. Exco Capital may use the information for the purposes described in these Terms, the Privacy Policy and any applicable participation agreement.

You must promptly correct information that becomes inaccurate, incomplete or outdated.

Exco Capital may rely on information provided by you without independently verifying it.

Opportunity discovery depends on the responsible use of structured company and commercial information.

Where applicable, participants may be asked to indicate:

1. what information may be used internally for opportunity discovery;
2. what information may be shared with Facilitators or Professional Associates;
3. what information may be disclosed to a potential counterparty;
4. whether prior approval is required before an introduction or disclosure; and
5. what information must remain restricted or confidential.

Exco Capital will endeavour to apply recorded permissions, but participants remain responsible for clearly identifying sensitive information and using an appropriate non-disclosure agreement where required.

Information submitted through an ordinary public website form or sent without a confidentiality agreement will not automatically be treated as confidential merely because the sender considers it confidential.

Exco Capital will nevertheless process personal information in accordance with its Privacy Policy and applicable data-protection law.

Before disclosing commercially sensitive information, trade secrets, intellectual property, transaction terms or other confidential material, the parties should conclude an appropriate non-disclosure or confidentiality agreement.

Where a separate confidentiality agreement exists, that agreement will govern the treatment of confidential information.

Access to general Website content is ordinarily provided without charge.

Specific services, platform access, programmes, onboarding, facilitation, professional work, transaction support or investment-related activities may attract:

1. listing or participation fees;
2. onboarding or platform fees;
3. professional or advisory fees;
4. project or retainer fees;
5. transaction or success-linked fees;
6. equity or other economic participation;
7. reimbursement of approved expenses; or
8. another agreed form of compensation.

Any applicable fee or participation arrangement will be disclosed or agreed separately before the relevant paid service is provided.

Unless otherwise stated in writing:

1. fees are quoted exclusive of applicable taxes;
2. approved third-party costs and expenses may be charged separately;
3. payment obligations are not contingent on a transaction being completed; and
4. amounts already earned for work performed are non-refundable.

Certain parts of the Website or related Services may require registration or an account.

You are responsible for:

1. providing accurate registration information;
2. maintaining the confidentiality of usernames, passwords and access credentials;
3. restricting access to your account;
4. all activity conducted through your account; and
5. notifying Exco Capital promptly of suspected unauthorised access.

You may not transfer, sell, share or permit unauthorised use of your account.

Exco Capital may suspend or restrict account access where reasonably necessary to protect the Website, its users, information or systems.

You may not use the Website or Services to:

1. violate any applicable law or regulation;
2. submit false, fraudulent, defamatory or misleading information;
3. impersonate another person or misrepresent your authority;
4. interfere with the security or operation of the Website;
5. introduce malware or malicious code;
6. attempt unauthorised access to systems, accounts or data;
7. scrape, harvest, copy or extract data without written permission;
8. reverse engineer or attempt to reproduce proprietary systems or methodologies;
9. infringe intellectual-property, privacy or confidentiality rights;
10. circulate opportunities or information contrary to recorded permissions;
11. solicit investment or provide regulated services unlawfully; or
12. use information obtained through the Services to bypass Exco Capital, a Facilitator, Professional Associate or another participant in breach of an applicable agreement.

All intellectual property in or relating to the Website and Services—including content, text, branding, graphics, frameworks, methodologies, software, databases, system architecture, discovery logic and underlying materials—is owned by or licensed to Exco Capital or the relevant rights holder.

This includes, where applicable, intellectual property associated with:

1. Exco Capital;
2. TOM1;
3. Targeted Opportunity Matching and Monitoring;
4. Intelligence-Led Business Development;
5. Opportunity Discovery;
6. Opportunity Capital Structuring;
7. Exco Capital methodologies, models and frameworks; and
8. related training, facilitation and structuring materials.

You receive a limited, revocable, non-exclusive and non-transferable right to access and use the Website for lawful personal or internal business purposes.

You may not reproduce, modify, distribute, commercialise, license, sell or create derivative works from Exco Capital intellectual property without prior written permission.

You retain ownership of intellectual property that you lawfully submit to Exco Capital.

You grant Exco Capital a limited right to receive, store, process, analyse and use submitted information and materials to:

1. provide the Services;
2. conduct opportunity discovery and validation;
3. assess potential engagements;
4. facilitate authorised introductions;
5. improve systems, subject to applicable confidentiality and privacy obligations; and
6. comply with legal or regulatory requirements.

Exco Capital does not acquire ownership of your underlying intellectual property merely because you submit information through the Website or Services.

Subject to applicable law, confidentiality obligations and recorded permissions, Exco Capital may use aggregated, anonymised or de-identified information to:

1. improve TOM1 and related systems;
2. refine opportunity-discovery methodologies;
3. identify market patterns;
4. develop benchmarks and insights;
5. improve user experience; and
6. support research and service development.

Such information will not intentionally identify a participant where it has been properly anonymised or aggregated.

Certain Services may use artificial intelligence, algorithms, analytical tools or automated processing to identify patterns, generate hypotheses, classify information or suggest potential opportunities.

Automated outputs may be incomplete, inaccurate, biased, outdated or unsuitable for a participant’s circumstances.

Such outputs:

1. are decision-support inputs only;
2. do not constitute final validation;
3. do not replace human judgement;
4. do not constitute professional or investment advice; and
5. must be independently assessed before action is taken.

Exco Capital may review, modify, reject or decline to act on any automated output.

Exco Capital processes personal information in accordance with its Privacy Policy and applicable data-protection law.

By using the Website or Services, you acknowledge that personal information may be processed for purposes including:

1. responding to enquiries;
2. administering registrations and accounts;
3. evaluating companies, participants and opportunities;
4. facilitating authorised communications and introductions;
5. conducting due diligence and compliance checks;
6. providing and improving Services;
7. maintaining security;
8. complying with legal obligations; and
9. communicating relevant Exco Capital, TOM1 or ecosystem information where lawfully permitted.

Where information is processed through a separate platform or by another responsible party, additional privacy terms may apply.

By submitting your contact information or communicating electronically with Exco Capital, you consent to receiving communications relating to:

1. your enquiry or account;
2. a service or engagement in which you participate;
3. administrative, operational or security matters;
4. potential opportunities relevant to your stated interests; and
5. other communications you have lawfully agreed to receive.

You may unsubscribe from non-essential marketing communications using the mechanism provided or by contacting Exco Capital.

Electronic communications and records may be retained as evidence of instructions, permissions, agreements and interactions, subject to applicable law.

The Website may link to TOM1, service providers, Professional Associates, ecosystem partners, external platforms or other third-party websites.

Exco Capital does not control third-party websites and is not responsible for:

1. their availability;
2. their content;
3. their security;
4. their privacy practices;
5. their terms;
6. their representations; or
7. transactions concluded independently with them.

Access to third-party services is at your own risk and may be subject to separate terms.

Exco Capital may introduce or facilitate engagement between independent parties.

Unless expressly agreed otherwise in writing, Exco Capital is not responsible for:

1. the acts or omissions of another participant;
2. a counterparty’s representations, financial position or performance;
3. negotiations or agreements concluded between participants;
4. the quality or delivery of third-party goods or services;
5. a participant’s failure to perform;
6. disputes between participants; or
7. losses arising from reliance on third-party information.

Participants must contract directly with one another where appropriate and protect their interests through suitable agreements, due diligence and professional advice.

Exco Capital aims to maintain the Website and Services but does not guarantee that they will always be available, uninterrupted, secure or error-free.

We may suspend, withdraw, restrict or change any part of the Website or Services for maintenance, security, legal, operational or commercial reasons.

No internet-based system is completely secure. You are responsible for using appropriate security controls and maintaining backups of information important to you.

To the fullest extent permitted by law, the Website, its content and general Services are provided on an “as is” and “as available” basis.

Exco Capital makes no representation or warranty, express or implied, regarding:

1. the completeness, accuracy or currency of Website content;
2. uninterrupted or error-free operation;
3. the identification of any particular opportunity;
4. compatibility with a participant’s objectives;
5. successful introductions or negotiations;
6. access to funding or investors;
7. transaction completion;
8. investment performance; or
9. fitness for a particular purpose.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

To the fullest extent permitted by applicable law, Exco Capital and its directors, employees and authorised representatives will not be liable for indirect, incidental, special, punitive or consequential loss arising from or connected with:

1. use of or inability to use the Website or Services;
2. reliance on Website content or preliminary opportunity outputs;
3. decisions made by a participant;
4. loss of opportunity, profit, revenue, business, goodwill or data;
5. the acts or omissions of third parties;
6. unauthorised system access or cyber incidents beyond Exco Capital’s reasonable control;
7. failed negotiations or transactions; or
8. investment or commercial losses.

Where Exco Capital is found liable in connection with a paid Service, its aggregate liability will, to the extent legally permissible, be limited to the fees paid to Exco Capital for the specific Service giving rise to the claim during the six months preceding the event.

This limitation does not apply where liability cannot lawfully be excluded or limited, including liability arising from fraud, wilful misconduct or gross negligence to the extent provided by applicable law.

To the fullest extent permitted by law, you indemnify Exco Capital, its directors, employees and authorised representatives against claims, losses, liabilities, costs and expenses arising from:

1. your unlawful use of the Website or Services;
2. information or material submitted by you;
3. your breach of these Terms;
4. your infringement of another person’s rights;
5. your unauthorised disclosure or use of information;
6. false or misleading representations made by you; or
7. your failure to comply with applicable legal, regulatory, tax or professional obligations.

This indemnity does not apply to the extent that a loss was caused by Exco Capital’s own unlawful conduct, fraud, wilful misconduct or gross negligence.

Exco Capital may suspend or terminate access to the Website or Services where:

1. you breach these Terms or another applicable agreement;
2. information supplied by you appears false, misleading or unauthorised;
3. your conduct creates legal, regulatory, security or reputational risk;
4. payment remains overdue;
5. continued access may harm another participant or Exco Capital; or
6. Exco Capital discontinues the relevant Service.

Termination does not affect accrued rights, payment obligations, confidentiality duties, intellectual-property rights, limitations of liability or other provisions intended to survive termination.

A complaint relating to the Website or Services should first be submitted to:

Email: exco@excocapital.com

The parties should attempt in good faith to resolve the dispute through direct engagement.

Where appropriate, the parties may agree to mediation before commencing formal proceedings.

Nothing in this section prevents a party from seeking urgent legal relief or exercising a statutory right to approach an appropriate regulator, tribunal or court.

These Terms are governed by the laws of the Republic of South Africa.

Subject to any mandatory statutory dispute-resolution process, the parties submit to the jurisdiction of the South African courts.

Exco Capital may seek urgent or protective relief in any court with appropriate jurisdiction.

Exco Capital may amend these Terms from time to time to reflect changes in:

1. its business model or Services;
2. TOM1 or related technology;
3. legal or regulatory requirements;
4. security practices; or
5. commercial arrangements.

The latest version will be published on the Website with its effective date.

Material changes affecting an existing paid engagement will not retrospectively override a signed agreement unless permitted by that agreement or agreed by the parties.

Continued use of the Website after revised Terms become effective constitutes acceptance of the revised Terms.

These Terms, together with the Privacy Policy and any applicable separate written agreement, constitute the agreement governing the relevant use or engagement.

If a provision is found invalid or unenforceable, it will be severed or limited to the minimum extent necessary, without affecting the remaining provisions.

A failure or delay in enforcing a right does not waive that right.

You may not transfer your rights or obligations under these Terms without Exco Capital’s written consent.

Exco Capital may transfer its rights or obligations as part of a restructuring, sale, investment, merger or transfer of the relevant business, subject to applicable law.

Nothing in these Terms creates employment, agency, partnership, fiduciary duty or joint venture between Exco Capital and a user or participant.

Headings are included for convenience and do not affect interpretation.

The Website is operated by:

Exco Capital (Pty) Ltd
Thornhill Office Park
84 Bekker Road
Johannesburg
South Africa

Email: exco@excocapital.com
WhatsApp: +27 61 732 7041
Website: www.excocapital.com

Questions regarding these Terms may be sent to:

Email: exco@excocapital.com

Effective date: 18 July 2026