Terms and Conditions of Use

Effective Date: July 29, 2025

These Terms and Conditions (the "Terms") form a binding contract between the User and Fairclough Palmer AG, a company incorporated under the laws of Switzerland with its registered office at Schifflände 26, 8001 Zürich (the "Company"). The Terms govern access to and use of every website, application, portal and service operated by the Company and by its subsidiary network, including EquityLink, the Company's capital raising platform connecting founders and small and medium sized enterprises with prospective investors (together with the Company, the "Group").

By opening an account, browsing the Platform, subscribing to any tier, purchasing VIP access, downloading the iOS application, or otherwise interacting with any service offered within the Group perimeter, the User confirms that they have read, understood and accepted the Terms without reservation and undertakes to comply with any statute, regulation or regulatory guidance applicable to them in their place of residence.

LEGAL DOCUMENT: This is a legally binding agreement. Please read carefully and, if necessary, consult legal counsel to ensure you fully understand its contents.

1. Scope, Acceptance and Definitions

1.1. Scope of Application

The Terms apply uniformly to every visitor, registered user, founder, investor, subscriber and VIP access holder who accesses any digital property maintained by the Group, irrespective of the device, browser or application used to do so, and irrespective of whether the visit results in a registered account.

1.2. The Group Perimeter

References to "the Company" or "the Group" throughout the Terms encompass Fairclough Palmer AG, EquityLink and any present or future subsidiary, branch or affiliated entity through which services described in these Terms are made available, wherever incorporated or established. Obligations imposed on a member of the Group are enforceable by, and defences available to, every other member of the Group.

1.3. Defined Terms

"the Platform" means collectively the websites, the EquityLink capital raising portal, the iOS application and any related software interface operated by the Group. "the User" means any natural or legal person accessing the Platform in any capacity, including as a founder seeking capital, an investor reviewing opportunities, or a general visitor. "Subscription" means a paid tier of access to EquityLink features, and "VIP Access" means the discrete paid add-on described in Section 6. Headings are inserted for convenience only and do not affect construction of the Terms.

2. Eligibility, Capacity and Account Registration

2.1. Eligibility

Use of the Platform is restricted to persons who have attained the age of majority in their home jurisdiction, who possess full legal capacity to enter into binding contracts, and who are not subject to any sanction, prohibition or disqualification that would render their use of the Platform unlawful. Corporate users represent that the individual registering the account holds authority to bind the entity concerned.

2.2. Account Registration and Security

Certain features require registration of an account. The User must supply accurate, current and complete information during registration and must promptly update such information should it change. The User is solely responsible for maintaining the confidentiality of login credentials, for restricting access to their device, and for all activity occurring under their account, whether or not authorised. The Company must be notified without delay of any suspected unauthorised access.

2.3. Verification

The Company reserves the right, at its sole discretion, to request supporting documentation to verify identity, corporate standing, source of funds or investor status before granting, maintaining or reinstating access to any part of the Platform. Refusal to provide requested documentation may result in suspension or termination of the account.

3. Description of Services and Exclusion of Investment Advice

3.1. EquityLink Functionality

EquityLink is a technology platform through which founders and small and medium sized enterprises may present fundraising profiles to a network of prospective global investors. The Company facilitates introductions and provides access tools. It does not itself raise capital, does not act as broker, placement agent, underwriter or arranger, and takes no part in negotiating or concluding any investment transaction between users.

3.2. No Investment Advice

Nothing published, transmitted or made accessible through the Platform, including founder profiles, market commentary or any communication from Company personnel, constitutes investment, legal, tax or accounting advice, nor a recommendation to enter into any transaction. No fiduciary, advisory or agency relationship arises between the Company and any User by virtue of use of the Platform. Users must obtain independent professional advice before making any investment or fundraising decision.

3.3. No Offer or Solicitation of Securities

Material appearing on the Platform, including any founder pitch, financial projection or corporate disclosure, does not amount to a prospectus, offering document or solicitation to buy or sell any security in any jurisdiction. Any offer of securities that a founder makes to investors introduced through the Platform is made by that founder alone, on terms agreed directly between founder and investor, and the Company assumes no responsibility for the content, legality or outcome of such offer.

3.4. Professional and Accredited Investor Restrictions

Certain opportunities presented through EquityLink may be restricted to users who qualify as professional, qualified or accredited investors under the law of their jurisdiction. It is the User's sole responsibility to determine whether they meet the applicable qualification threshold before viewing or acting upon any restricted opportunity, and the Company may rely without further enquiry on self certifications supplied by the User in this respect.

4. Subscription Tiers, VIP Access and Fees

4.1. Subscription Tiers

EquityLink is offered across a series of paid subscription tiers, each unlocking a defined set of features, visibility levels and investor introduction allowances. Current tier descriptions and pricing are published on the Platform and form part of the contract between the User and the Company upon selection of a tier.

4.2. VIP Access Add-On

VIP Access is a discrete, separately priced add-on available to subscribers, granting enhanced visibility, priority placement or expanded investor reach as described on the Platform at the point of purchase. VIP Access does not guarantee the introduction of any specific investor, the completion of any funding round, or any particular commercial outcome, and is sold purely as an access enhancement.

4.3. Non Refundable Fees

All Subscription fees and all sums paid for VIP Access are payable in advance and are strictly non refundable once processed, regardless of the extent to which the User makes use of the tier or add-on purchased, the outcome of any fundraising effort, cancellation by the User prior to expiry of the paid period, or suspension or termination of the account for breach of the Terms. No refund, credit or proration will be issued on any ground save where mandatory law of the User's jurisdiction expressly requires otherwise.

4.4. Fees, Taxes and Payment Mechanics

Fees are quoted exclusive of value added tax and any other applicable levy, which the User bears in addition where chargeable. Payment is processed through third party payment providers engaged by the Company, and the User authorises recurring charges where a subscription is set to automatic renewal. The Company may adjust pricing prospectively upon reasonable notice, with any such adjustment taking effect from the User's next renewal date.

5. User Obligations, Prohibited Conduct and Submitted Content

5.1. Lawful and Honest Use

The User agrees to use the Platform only for lawful purposes consistent with its intended function of facilitating capital introductions, and warrants that every profile, projection, disclosure or communication they submit is accurate, not misleading and does not omit information that a reasonable investor would consider material.

5.2. Prohibited Conduct

Without limiting the generality of the foregoing, the User shall not undertake any of the following whilst using the Platform:

• Deploying automated tools, scrapers or bots to extract data, monitor listings or replicate the Platform's functionality.
• Circumventing paywalls, subscription tiers or VIP Access gating through technical or fraudulent means.
• Impersonating another person or entity, or misrepresenting an affiliation with any founder, investor or organisation.
• Soliciting users met through the Platform to transact outside of it for the purpose of evading applicable fees.
• Uploading malicious code, or attempting to probe, penetrate or disrupt the Company's systems or those of any other user.

5.3. Content Standards and User Submitted Material

Material a User uploads must not be defamatory, unlawful, infringing of a third party's rights, or in breach of confidentiality obligations owed to another party. The Company may review, remove or decline to publish any submitted material at its discretion and without obligation to give reasons, though it undertakes no general duty to monitor content and disclaims responsibility for material it has not itself authored.

6. Intellectual Property, Third Party Content and Links

6.1. Ownership

Every design element, trade mark, database, compilation and line of software code comprised within the Platform vests exclusively in Fairclough Palmer AG or its licensors and is protected under Swiss and applicable foreign intellectual property law. The User is granted a limited, revocable, non transferable licence to access the Platform for its intended purpose, and no other right or licence is granted by implication.

6.2. Licence to Submitted Material

By submitting a profile, pitch, image or other material to the Platform, the User grants the Company a worldwide, royalty free licence to host, display, reproduce and distribute that material for the purpose of operating and promoting the Platform, which licence survives account closure to the extent necessary to preserve records or comply with law.

6.3. Third Party Content and Links

The Platform may display content originated by other users or link to external websites over which the Company exercises no editorial control. Inclusion of such content or links does not amount to endorsement, and the Company accepts no liability for the accuracy, legality or availability of material found on third party sites.

7. Availability, Liability and Indemnity

7.1. Platform Availability and No Warranty

The Platform is made available on an "as is" and "as available" basis. The Company does not warrant uninterrupted or error free operation, and reserves the right to modify, suspend or discontinue any feature, including the iOS application, without liability, subject only to reasonable notice where practicable.

7.2. Limitation of Liability

To the fullest extent permitted under Swiss law, the Group excludes liability for indirect, consequential or punitive loss, loss of profit, loss of a fundraising opportunity, loss of goodwill or loss of data arising from use of, or inability to use, the Platform, from reliance on introductions made through it, or from the acts or omissions of any other user. Where liability cannot lawfully be excluded, it is capped at the total fees paid by the affected User in the twelve months preceding the event giving rise to the claim.

7.3. Indemnity

The User undertakes to indemnify the Group against claims, losses, penalties and reasonable legal costs arising from the User's breach of the Terms, from material the User has submitted, or from a transaction the User has concluded with another user of the Platform.

8. Compliance, Confidentiality and Data Protection

8.1. Sanctions and Anti Money Laundering Compliance

The User confirms that they are not the subject of any sanction imposed by the United Nations, the European Union, Switzerland, the United Kingdom or the United States, and that funds introduced or received through the Platform do not derive from unlawful activity. The Company may request supporting evidence at any time under its anti money laundering and counter terrorist financing procedures and may decline service where satisfactory evidence is not forthcoming.

8.2. Confidentiality

Where a founder discloses confidential business information through the Platform, the recipient investor agrees to treat that information with a reasonable degree of confidentiality and to use it solely to evaluate a potential investment, save where disclosure is required by law or the information already lies in the public domain.

8.3. Data Protection

Processing of personal data in connection with the Platform is described in full in the Company's Privacy Policy, which forms part of the contractual relationship between the User and the Company and should be read together with the Terms.

9. Suspension, Termination and Force Majeure

9.1. Suspension and Termination

The Company may suspend or terminate an account with immediate effect where the User breaches the Terms, provides false information, poses a compliance risk to the Group, or engages in conduct harmful to other users. The User may close their account at any time through the Platform's account settings, subject always to Section 4.3 on non refundable fees.

9.2. Force Majeure

Neither party is liable for delay or failure to perform an obligation under the Terms to the extent caused by circumstances beyond its reasonable control, including power or telecommunications failure, cyberattack, act of government, natural disaster or civil unrest, provided the affected party notifies the other and resumes performance as soon as reasonably practicable.

10. General Provisions

10.1. Assignment

The User may not assign or transfer any right or obligation under the Terms without the Company's prior written consent. The Company may assign the Terms freely to another member of the Group or to a successor in connection with a merger, reorganisation or sale of business.

10.2. Entire Agreement and Severability

The Terms, together with any tier description or policy expressly incorporated by reference, constitute the entire agreement between the User and the Company regarding use of the Platform and supersede any prior understanding. Should a provision be held invalid or unenforceable by a competent court, the remaining provisions continue in full force, and the parties will substitute a valid provision that most closely reflects the commercial intent of the one displaced.

10.3. Waiver and Notices

Failure by the Company to enforce a right under the Terms does not constitute a waiver of that right on any future occasion. Notices to the Company should be sent to the address given below, and notices to the User may be delivered to the email address or in-app messaging facility associated with their account.

10.4. Amendments

The Company may revise the Terms from time to time by publishing an updated version on the Platform bearing a new effective date. Continued use of the Platform following publication of a revised version constitutes acceptance of that version.

11. Governing Law and Jurisdiction

The Terms and any dispute or claim arising out of or in connection with them, including their formation, validity or termination, are governed by the substantive law of Switzerland, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The courts of the Canton of Zürich have exclusive jurisdiction over any such dispute, and the parties submit irrevocably to that forum, without prejudice to the Company's right to seek interim or injunctive relief before any court of competent jurisdiction.

12. Regulatory Position and Contact

12.1. Regulatory Disclaimer

THE GROUP IS NOT LICENSED OR SUPERVISED BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (FINMA). The Company is not a financial institution under the Swiss Federal Act on Financial Institutions and does not provide services regulated under the Swiss Federal Act on Financial Services. EquityLink is a technology platform for capital introductions and is not a securities exchange, broker dealer or investment fund.

12.2. Company Information

Fairclough Palmer AG is a Swiss public limited company (Aktiengesellschaft) duly incorporated under the laws of Switzerland.

• Registered Office: 26 Schifflände, 8001 Zürich, Switzerland
• Commercial Register Number: CHE-171.548.749
• Contact Email: Terms@FaircloughPalmer.com
• Contact Telephone: +41 (0) 44 505 33 47