Terms of Service

This document constitutes the consolidated Terms of Service applicable to all clients, investors and Platform users of the KAPITAL Group, including KAPITAL Group SA, KAPITAL Luxembourg S.à r.l. and KAPITAL Issuer I S.à r.l.

By using our Services and Platform, you acknowledge and agree to our Terms & Conditions and statements. Your continued use of our Services and Platform after we revise these Terms means you accept any changes we make, please check back periodically on this page for updates. Version 3.0 - Published on May 22, 2026 and with Effective Date of June 26, 2026.

PART I — GENERAL PROVISIONS

1. Definitions and Interpretation

1.1. In these Terms of Service, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Additional Services" means any services requested by or provided to the Client that fall outside the scope of the Standard Services described in the applicable Engagement Letter, as further described in Clause 12.

"Administrator" means a third-party or intra-group service provider appointed to handle the accounting, administrative, and regulatory filings of a Product.

"Advisor" means a third-party or intra-group financial professional appointed pursuant to a Financial Advisory Framework Agreement to advise on investment decisions, conduct due diligence, negotiate investment terms, and/or distribute Products to Eligible Investors.

"Agent" means any third-party or intra-group service provider formally appointed in connection with a Product issuance, including but not limited to an Advisor, Distributor, Paying Agent, Administrator, or Cost Sponsor, as identified in the relevant Transaction Documentation.

"AML-CTF Laws" means all applicable laws, regulations, and guidance relating to anti-money laundering and counter-terrorist financing, including but not limited to the Luxembourg Law of 12 November 2004 (as amended), the EU Anti-Money Laundering Directives, and any applicable FATF Recommendations.

"Applicable Laws" means all laws, regulations, rules, regulatory guidance, codes of practice, and industry standards applicable to the relevant party or activity in any relevant jurisdiction, including Luxembourg, Switzerland, the European Union, and, where applicable, the United States.

"Business Day" means any day on which banks are open for general business in Luxembourg.

"Client" means a legal entity or natural person that has entered into an Engagement Letter with KAPITAL Luxembourg for the structuring, issuance, and/or administration of one or more Products. Where the context requires, references to the Client include its authorised representatives and personnel.

“Client Malpractice" means any of the following: (a) persistent failure to respond to KAPITAL's reasonable requests, or to provide the instructions, information or documentation necessary for KAPITAL to perform the Services, within the timeframes reasonably requested; (b) abusive, threatening or unprofessional conduct towards KAPITAL's personnel; (c) any act or omission by the Client that exposes KAPITAL to regulatory, compliance, legal or reputational risk, including any failure to satisfy KAPITAL's know-your-customer, anti-money-laundering or sanctions requirements; or (d) any other material breach by the Client of its obligations.

"Compartment" means a segregated compartment of KAPITAL Issuer I established pursuant to article 62 of the Luxembourg Securitisation Act 2004, in respect of which a separate pool of assets and liabilities is maintained.

"Cost Sponsor" means the initial project initiator who sponsors the costs of a Product in the event of default by the Client or the Product, as identified in the relevant Transaction Documentation.

"Deposit" means the deposit collected by KAPITAL Luxembourg from the Client in accordance with the Deposit Policy set out in Part IV of these Terms.

"Distributor" means a third-party service provider appointed to raise funds by marketing and distributing a Product to Eligible Investors.

“Due Escalation" means that KAPITAL has (i) notified the Client in writing of the relevant Client Malpractice (an "Escalation Notice"), (ii) specified the steps required to remedy it, where capable of remedy, and (iii) allowed the Client a period of not less than ten (10) business days from the date of the Escalation Notice to effect such remedy, except where the Client Malpractice is incapable of remedy, or where a shorter period is reasonably required to protect KAPITAL from regulatory or legal exposure.

"Eligible Investor" means a Professional Investor or, in exceptional circumstances and as expressly provided in the applicable Issuance Documents, a retail investor qualifying under a specific exemption, in each case as defined in accordance with Part II of these Terms.

"Engagement Letter" means the product-specific engagement letter entered into between KAPITAL Luxembourg and the Client, setting out the scope, fees, and terms applicable to a particular Product.

"Fiduciary Estate" means the segregated fiduciary estate (patrimoine fiduciaire) established by KAPITAL Issuer I pursuant to the Luxembourg Fiduciary Act 2003 in connection with a Product.

"Financial Advisory Framework Agreement" means the framework agreement entered into between KAPITAL Issuer I and an Advisor, governing the provision of financial advisory and distribution services in respect of Notes issued by KAPITAL Issuer I.

“Framework Agreement” means as a general, the framework agreement entered into with an appointed Agent for the provision of their services.

“Intra-Group” or “Intra-Group Entity”, in these Terms, means an entity majority owned or controlled by KAPITAL Group SA.

"Investor" means any person or legal entity, introduced by a Client or a Distributor, who has subscribed for Notes issued by KAPITAL Issuer I; and "Investors" shall be construed accordingly.

"Issuance Documents" means the terms and conditions, factsheet, subscription agreement, and any other documentation relating to a specific Product or series of Notes, as approved by KAPITAL Issuer I.

"KAPITAL" or "KAPITAL Group" means, collectively, KAPITAL Group SA, KAPITAL Luxembourg S.à r.l., KAPITAL Issuer I S.à r.l., and  their affiliated entities, unless  the context requires otherwise.

"KAPITAL Group SA" means KAPITAL Group SA, a company incorporated under the laws of Switzerland (registration CHE-411.318.980), with registered office at World Trade Center, 1018 Lausanne, Switzerland, acting as the holding company of the KAPITAL Group.

"KAPITAL Issuer I" or "the Issuer" or “the Fiduciary” means KAPITAL Issuer I S.à r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg (registration B271895), with registered office at 2 Rue Plaetis, L-2338 Luxembourg, acting as an unregulated securitisation vehicle under the Luxembourg Securitisation Act 2004 and as fiduciary under the Luxembourg Fiduciary Act 2003.

"KAPITAL Luxembourg" means KAPITAL Luxembourg S.à r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg (registration B284063), with registered office at 2 Rue Plaetis, L-2338 Luxembourg, holding a business permit (autorisation d’établissement N° 10171279/0) and acting as manager, administrator, platform operator, and project coordinator for the KAPITAL Group.

"Notes" means the fiduciary notes or certificates issued by KAPITAL Issuer I on a standalone basis in respect of a Compartment or Fiduciary Estate, in accordance with the applicable Issuance Documents.

"Paying Agent" means a third-party banking institution appointed to handle ISIN transfer orders, settlements, and bookings in the clearing system for a Product.

"Platform" means the online platform operated by KAPITAL Luxembourg and accessible at app.kapital.inc, as further described in the Platform User Agreement.

"Platform User Agreement" means the separate agreement governing access to and use of the Platform, entered into between KAPITAL Luxembourg and the Client.

"Product" means any structured investment product, note programme, or fiduciary arrangement established, issued, or administered by or through the KAPITAL Group, including single-asset notes, multi-asset notes, feeder fund structures, and ISIN-clearable securities.

"Professional Investor" means a client classified as a professional client or eligible counterparty under MiFID II (Annex II of Directive 2014/65/EU), a professional client under the Swiss Financial Services Act (FinSA), or an accredited investor under the U.S. Securities Act of 1933 (Regulation D), as further described in Part II of these Terms.

"Services" means the services provided by the KAPITAL Group, including but not limited to product structuring, issuance, administration, platform access, regulatory coordination, and investor onboarding, as described in Part III of these Terms and the applicable Engagement Letter.

"Site" means the websites operated by KAPITAL at www.kapital.inc and app.kapital.inc, collectively.

"Standard Services" means the services included in the scope of the applicable Engagement Letter, as described in the fee schedule therein.

"Terms" or "Terms of Service" means these consolidated Terms of Service, as amended from time to time in accordance with Clause 4.

"Transaction Documentation" means, in respect of a Product, the Issuance Documents, the Engagement Letter, and any other agreements entered into in connection with the structuring, issuance, administration, or distribution of that Product.

"User" means any natural person or legal entity that accesses the Site or the Platform, whether as a casual visitor, a registered user, a Client, an Eligible Investor, or an Agent.

1.2. In these Terms, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) references to clauses and parts are to clauses and parts of these Terms; (c) headings are for convenience only and shall not affect interpretation; (d) references to any statute, regulation, or directive include any amendment, re-enactment, or replacement thereof; and (e) references to a person include any individual, company, partnership, trust, or other legal entity.

2. The KAPITAL Group

The KAPITAL Group operates a non-regulated structuring and administration model, whereby financial products are established and administered on behalf of professional Clients, while all regulated financial services are performed exclusively by appropriately authorised third-party providers.

This model is designed to ensure a clear allocation of regulatory responsibilities and to avoid any ambiguity as to the role of KAPITAL within the financial services value chain.

2.1. The KAPITAL Group comprises three entities, each with distinct roles and regulatory status:

KAPITAL Group SA (Switzerland) is the holding company of the KAPITAL Group. It does not provide services directly to Clients or Investors.

KAPITAL Luxembourg S.à r.l. (Luxembourg) provides unregulated business consulting, platform coordination, and intra-group management services. KAPITAL Luxembourg holds a business permit (autorisation d’établissement) under the Luxembourg Business Licence Act of 2 September 2011 and is registered as a financial advisor under the Swiss Financial Services Act (FinSA). KAPITAL Luxembourg is the contracting party for all Engagement Letters and the operator of the Platform. It does not hold a banking licence, investment fund licence, or CSSF authorisation and does not provide regulated financial services, investment advice, portfolio management, or legal, tax, or regulatory advice.

KAPITAL Luxembourg acts solely as a technical structuring, coordination and administrative service provider. It does not originate investments, make investment decisions, recommend transactions, or participate in the distribution of financial instruments.

Any investment structuring performed by KAPITAL Luxembourg is conducted strictly on the basis of instructions received from the Client and/or its appointed Advisors, and does not constitute investment advice, financial promotion, or a regulated activity.

KAPITAL Issuer I S.à r.l. (Luxembourg) acts as an unregulated securitisation vehicle under the Luxembourg Securitisation Act of 22 March 2004 (as amended) and as a fiduciary under the Luxembourg Fiduciary Act of 27 July 2003. KAPITAL Issuer I issues Notes on a standalone basis to Professional Investors only. It is not authorised or supervised by the CSSF, and the Products it issues do not benefit from regulatory investor protection schemes. KAPITAL Issuer I is subject to Luxembourg anti-money laundering and counter-terrorist financing (AML-CTF) obligations.

2.2. The investment schemes, Products, and Notes offered through the KAPITAL Group are not subject to the supervision of the Commission de Surveillance du Secteur Financier (CSSF), the Swiss Financial Market Supervisory Authority (FINMA), or any other European regulatory authority, except to the extent expressly stated in the applicable Issuance Documents. Investors do not benefit from the protections afforded to retail investors under European or Swiss financial regulation.

2.3. When structuring and issuing a Product, the KAPITAL Group may arrange for the provision of the following services, either through its own entities or through third-party Agents formally appointed in the Transaction Documentation: (a) investment structuring and issuance; (b) accounting, administration, and NAV calculation; (c) banking services, paying and settlement agency, clearing and depository services; (d) financial advisory services; (e) corporate governance and proxy services; and (f) marketing and distribution. All Agents involved in a Product are identified in the applicable Transaction Documentation and communicated to the Client and the participating Investors.

All regulated activities, including but not limited to investment advice, investor solicitation, placement, distribution, and suitability assessments, are performed exclusively by duly authorised third-party Agents, including Advisors, Distributors, brokers or placement agents, as identified in the Transaction Documentation.

2.4. The Parties acknowledge and agree that no Product issued or structured under these Terms is intended to constitute an alternative investment fund ("AIF") within the meaning of the Alternative Investment Fund Managers Directive 2011/61/EU ("AIFMD") or any implementing legislation. No member of the KAPITAL Group is appointed or acts as an alternative investment fund manager ("AIFM") in respect of any Product. Each Product is intended to operate exclusively as a securitisation vehicle within the meaning of the Luxembourg Securitisation Act of 22 March 2004, as amended. The Client represents and warrants that it has independently analysed, or has caused its Advisor to analyse, the applicability of AIFMD to its activities and to the relevant Product. The Client shall indemnify and hold harmless each member of the KAPITAL Group against any loss, cost, liability, or expense (including legal fees) arising from or in connection with any reclassification of a Product as an AIF or any determination that an AIFM should have been appointed.

3. Scope, Applicability and Contractual Hierarchy

3.1. These Terms constitute the general terms and conditions applicable to all Users of the Site and the Services. They apply to all interactions between any User and the KAPITAL Group, including website access, Platform use, and the provision of Services.

3.2. The contractual relationship between the KAPITAL Group and its Clients and Investors is governed by a hierarchy of documents, which in the event of any conflict or inconsistency shall prevail in the following order of priority (highest to lowest):

1. the Issuance Documents (including the terms and conditions of each series of Notes);
2. the Financial Advisory Framework Agreement (where applicable);
3. the Engagement Letter;
4. the Platform User Agreement;
5. these Terms of Service.

3.3. In the event of any conflict between a provision of a higher-ranking document and a provision of these Terms, the higher-ranking document shall prevail to the extent of the inconsistency. These Terms shall apply to all matters not specifically addressed in a higher-ranking document.

3.4. Access to and use of the Platform at app.kapital.inc is governed by a separate Platform User Agreement, which must be signed by the Client. The Client may invite its own investors and authorised persons to access the Platform under the Client’s account, and such access shall be subject to the terms of the Platform User Agreement and these Terms. Investors and other users who access the Platform through a Client’s invitation are not required to sign the Platform User Agreement separately but conditional upon explicit acceptance of these Terms and the applicable Issuance Documents.

4. Modifications to These Terms

4.1. KAPITAL Luxembourg may amend these Terms from time to time by publishing a revised version on the Site. Unless otherwise stated, amendments shall take effect thirty (30) days after publication. The “Last Revised” date at the top of these Terms will be updated accordingly.

4.2. KAPITAL Luxembourg will use reasonable endeavours to notify Clients and registered Users of material amendments by email. Continued use of the Site, the Platform, or the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

4.3. Amendments to these Terms shall not affect the terms of any Engagement Letter, Financial Advisory Framework Agreement, or Issuance Documents already in force, except to the extent expressly stated in the amendment or agreed in writing by the relevant parties.

4.4. Governing law and jurisdiction are set out in Clause 44 of these Terms.

PART II — ELIGIBILITY AND ONBOARDING

5. Client Eligibility and Conduct Standards

5.1. KAPITAL’s Services are designed for and made available to regulated financial professional firms, including but not limited to licensed asset managers, investment advisors, fund managers, family offices, and institutional investors. On an exceptional basis, KAPITAL Luxembourg may accept unregulated firms as Clients, provided they demonstrate standards of professionalism, competence, and governance equivalent to those of a regulated entity.

5.2. By entering into an Engagement Letter, the Client represents and warrants that it: (a) is a legal entity duly incorporated and in good standing in its jurisdiction of organisation; (b) has all necessary corporate authorisations and regulatory licences to conduct its business and to enter into the relevant agreements; (c) will at all times act with the standard of care, diligence, and professionalism reasonably expected of a financial services professional; and (d) will comply with all Applicable Laws in connection with its use of the Services and its own activities relating to any Product; (e) all information provided to KAPITAL in connection with the Services is and will remain accurate, complete, and not misleading, and the Client will promptly notify KAPITAL of any material change thereto.

5.3. KAPITAL Luxembourg reserves the right to refuse, suspend, or terminate any Client relationship, with reasonable notice, if it determines in its reasonable commercial judgement that: (a) the Client does not or no longer meets the eligibility criteria set out in this Clause 5; (b) the Client’s conduct falls below the professional standards reasonably expected in the financial services industry; (c) the Client’s conduct creates or is likely to create unacceptable legal, regulatory, reputational, or operational risk for any member of the KAPITAL Group; or (d) the Client has provided materially inaccurate, misleading, or incomplete information. KAPITAL Luxembourg will notify the Client of such decision and, where practicable and not prohibited by Applicable Laws, provide reasons for its decision.

5.4. The Client represents and warrants that: (a) it, its directors, officers, employees, and Ultimate Beneficial Owners comply and will continue to comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Luxembourg Criminal Code, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act 1977, and any equivalent legislation in any relevant jurisdiction; (b) neither the Client nor any of its Ultimate Beneficial Owners is currently the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body in relation to any offence under such laws; and (c) the Client has not and will not, directly or indirectly, offer, promise, give, or authorise the giving of any undue financial or other advantage to any person in connection with the Services or any Product. Any breach of this Clause shall constitute a material breach of these Terms entitling KAPITAL to terminate the Client relationship immediately upon written notice, without prejudice to any right to claim damages or indemnification.

5.5. All fees and other amounts payable by the Client under these Terms or any Engagement Letter are exclusive of, and payable free and clear of, and without deduction or withholding for or on account of, any taxes, duties, or charges of any kind. If the Client is required by Applicable Law to make any deduction or withholding from any payment due to KAPITAL, the amount payable by the Client shall be increased to the extent necessary to ensure that, after making such deduction or withholding, KAPITAL receives and retains (net of any such deduction or withholding) an amount equal to the full amount it would have received had no such deduction or withholding been required.

5.6. The Client shall notify KAPITAL in writing within thirty (30) Business Days of becoming aware of any upcoming or completed change of control, whether direct or indirect. Following receipt of such notification, KAPITAL shall have the right to conduct a review of the new controlling party, including but not limited to sanctions screening, KYC/AML due diligence, and assessment of reputational and regulatory risk. KAPITAL shall be entitled to terminate the Client relationship and any or all related Engagement Letters upon thirty (30) calendar days' written notice if, following such review, it determines in its reasonable commercial judgement that the change of control gives rise to material legal, regulatory, reputational, or operational risk for any member of the KAPITAL Group.

5.7 KAPITAL shall further be entitled to terminate the Client relationship immediately upon written notice if any of the following events occurs: (a) the Client becomes insolvent, enters into liquidation, administration, receivership, or any analogous proceeding under any applicable jurisdiction; (b) the Client loses any licence, authorisation, or regulatory approval required for the conduct of its business or its participation in a Product; or (c) the Client, any of its Ultimate Beneficial Owners, or any of its directors or officers becomes a Sanctioned Person or is acquired by, merged with, or otherwise comes under the control of a Sanctioned Person. Upon any termination under this Clause: (i) all outstanding fees and other amounts payable by the Client shall become immediately due and payable; and (ii) any Deposit held by KAPITAL shall be forfeited in full, without prejudice to KAPITAL's right to claim additional damages.

6. Investor Accreditation

6.1. Products issued by KAPITAL Issuer I are available exclusively to Professional Investors, except in limited and clearly documented circumstances where a specific exemption applies (as described in Clause 6.5 below).

6.2. European Union (MiFID II) - Under the Markets in Financial Instruments Directive (MiFID II, Directive 2014/65/EU), a Professional Investor includes: (a) entities required to be authorised or regulated to operate in the financial markets, including credit institutions, investment firms, insurance companies, collective investment schemes, pension funds, and other institutional investors; (b) large undertakings meeting at least two of the following thresholds: a balance sheet total of at least EUR 20,000,000, net turnover of at least EUR 40,000,000, or own funds of at least EUR 2,000,000; (c) national and regional governments, central banks, and international or supranational institutions; and (d) other institutional investors whose main activity is investing in financial instruments. Clients that do not meet these criteria may request professional treatment subject to the procedure set out in MiFID II Annex II, Section II.

6.3. Switzerland (FinSA) - Under the Swiss Financial Services Act (FinSA), professional investors include regulated financial intermediaries, insurance companies, public entities, pension funds, companies with professional treasuries, and high-net-worth individuals who have opted in to professional investor status in writing after an assessment of their financial knowledge and experience by a qualified financial professional.

6.4. United States (Regulation D) - Where a Product is expressly documented as available to U.S. investors in the applicable Issuance Documents, such investors must qualify as accredited investors under Regulation D of the U.S. Securities Act of 1933. Participation by U.S. investors is not automatic and requires express authorisation on a Product-by-Product basis in the Engagement Letter and Issuance Documents.

6.5. Limited Retail Investor Exceptions - In exceptional circumstances, KAPITAL Issuer I may issue Notes to investors who do not qualify as Professional Investors, provided that: (a) the issuance is conducted under a specific legal exemption clearly identified in the Issuance Documents; (b) the terms and risks of the investment are fully disclosed to the investor; and (c) the applicable investor protection requirements are complied with. The availability of such exemptions is determined on a case-by-case basis and does not constitute a general offering to retail investors.

6.6. Other Jurisdictions - For jurisdictions not specifically addressed in Clauses 6.2 to 6.4, investors must comply with the accreditation and qualification requirements of their local jurisdiction. It is the investor’s responsibility to verify its eligibility before participating in any Product.

6.7. The primary responsibility for assessing  investor suitability, appropriateness, ,  and compliance with applicable investment advisory or distribution regulations, rests with the Client and/or its appointed Advisors, Distributors or other regulated intermediaries.. KAPITAL may, in the context of its role as issuer, fiduciary, onboarding agent, or services provider, perform limited verification of investor eligibility, including conformation that an investor falls within the category of eligible or professional investors applicable to the relevant product and jurisdiction. Such verification does not constitute investment advice, portfolio management, or a suitability assessment under MiFIF II, FinSA, or equivalent financial services regulations. or suitability assessment.

7. KYC, AML and Compliance

7.1. All Clients, Investors, and Agents are subject to know-your-customer (KYC), know-your-business (KYB) know-your-assets (KYA), and anti-money laundering (AML) verification before participating in any Product or accessing Services beyond general website browsing.

7.2. KYC/AML verification is conducted by KAPITAL Issuer I for Products issued via the KAPITAL Group, acting as fiduciary and as a trust and company service provider subject to Luxembourg AML-CTF obligations, in accordance with its internal AML Policy and the AML-CTF Laws. KAPITAL Issuer I may utilize third-party compliance tools and databases for identity verification, sanctions screening, politically exposed person (PEP) screening, adverse media monitoring, and ongoing transaction monitoring.

7.3. Each Client and Investor must provide, at a minimum: (a) valid proof of identity (passport or equivalent government-issued identification); (b) proof of address (utility bill, bank statement, or equivalent, dated within the last three months); and (c) for entities, constitutional documents, proof of registration, and identification of beneficial owners. Additional documentation may be required on a case-by-case basis depending on the risk profile of the Client, Investor, or Product.

7.4. KAPITAL Issuer I reserves the right to refuse onboarding, suspend or terminate access, or delay processing of any transaction if KYC/AML verification is incomplete, unsatisfactory, or raises concerns regarding sanctions, PEP status, adverse media, or any other AML-CTF risk factor in accordance with Clause 7.6.

7.5. KYC/AML data is stored and monitored on an ongoing basis for the duration of the Client or Investor relationship and for such additional period as required by the AML-CTF Laws (a minimum of five years after the end of the business relationship).

7.6 Each Client, Investor and Agent represents and warrants on an ongoing basis that it is not, and is not acting on behalf of, a person or entity that is subject to any applicable economic or trade sanctions administered or enforced by the European Union, Luxembourg, Switzerland, the United Kingdom, the United States (including OFAC), or the United Nations, nor organised, resident or located in a jurisdiction subject to comprehensive sanctions, to the extent prohibited by Applicable Laws.

7.7 KAPITAL Issuer I and KAPITAL Luxembourg reserve the right, acting in good faith and in compliance with Applicable Laws, to refuse onboarding, reject or suspend subscriptions or transactions, freeze distributions where legally required, or terminate a relationship where sanctions, export control, or other prohibited person concerns arise.

7.8. Each Client and, where applicable, each Investor shall, upon request provide KAPITAL with all tax-related documentation and self-certifications required under the US Foreign Account Tax Compliance Act ("FATCA"), including but not limited to IRS Forms W-8 and W-9, and the OECD Common Reporting Standard ("CRS"), as implemented under Luxembourg law and any other applicable jurisdiction. The Client and each Investor warrant that all such certifications and documentation are and will remain accurate, complete, and up to date, and undertake to notify KAPITAL promptly of any change in circumstances affecting the accuracy thereof and to provide updated documentation within thirty (30) calendar days of such change. The Client shall indemnify and hold harmless each member of the KAPITAL Group against any tax liability, penalty, interest, withholding, remediation cost, or other expense arising from or in connection with any inaccurate, incomplete, or late certification or documentation provided by the Client or any Investor.

PART III — SERVICES

8. Description of Services

8.1. KAPITAL Luxembourg provides the following categories of services to Clients, in each case as further detailed in the applicable Engagement Letter:

• Product Structuring: designing and establishing the legal, regulatory, and operational framework for a Product, including compartment creation, drafting of Issuance Documents, ISIN application, and appointment of Agents.
• Issuance Services: coordinating the issuance of Notes by KAPITAL Issuer I, including investor onboarding, subscription processing, and settlement via the appointed Paying Agent.
• Administration: ongoing administration of Products, including NAV calculation, capital call processing, distribution management, regulatory filings, and investor reporting.
• Platform Access: providing Clients and their authorised Investors with access to the Platform for investment tracking and reporting purposes, subject to the Platform User Agreement.
• Project Coordination: coordinating the activities of all Agents appointed in connection with a Product, managing timelines, and acting as the operational point of contact for the Client.
• INED and Governance Services: providing independent non-executive director services, board participation, governance oversight, and related corporate governance support, where expressly agreed in the applicable Engagement Letter and, where relevant, a separate Compliance Services Agreement.
• Compliance Services: providing or arranging responsible compliance officer services, including AML-CTF control oversight, compliance monitoring, internal policy review, and reporting support, where expressly agreed in the applicable Engagement Letter and, where relevant, a separate Compliance Services Agreement.

8.2. KAPITAL Luxembourg selects and recommends third-party Agents based on their professionalism, understanding of the Client’s needs, regulatory standing, speed of execution, and ability to operate in highly regulated environments. KAPITAL Luxembourg primarily works with third-party providers based in Switzerland, Luxembourg, and other European jurisdictions. A list of potential providers may be presented to Clients, with the selected Agents formally appointed in the Transaction Documentation.

9. Roles of Third-Party Agents

9.1. The following categories of Agents may be appointed in connection with a Product, with their specific roles, responsibilities, and fees set out in the applicable Transaction Documentation:

• Advisor: advises on investment decisions, conducts due diligence, negotiates investment terms, and may provide personalised investment recommendations to Eligible Investors. Advisors must hold applicable licences under FinSA, MiFID II, or equivalent local regulations.
• Distributor: raises funds by marketing and distributing the Product to Eligible Investors. Distributors must hold applicable distribution licences and comply with investor protection requirements.
• Paying Agent: handles ISIN transfer orders, settlements, and bookings in the clearing system. Paying Agent fees are payable in accordance with the terms of the Paying Agent’s own engagement and may commence from the date of the Paying Agent’s engagement letter rather than the Product issuance date.
• Administrator: handles accounting, administrative, and regulatory filings for the Product, including NAV calculation and investor reporting.
• Cost Sponsor or Deal Lead: the initial project initiator who sponsors the costs of a Product and remains liable for costs and fees in the event of default, as set out in the Engagement Letter.
• Auditor: performs the independent audit of the financial statements of the Product or the Issuer, in accordance with applicable accounting standards and regulatory requirements. The Auditor is an independent third-party service provider engaged by KAPITAL or the relevant SPV/entity.

9.2. Third-party Agent fees are separate from KAPITAL’s own fees and are passed through to the Client or charged at the Product level as set out in the applicable Engagement Letter and Transaction Documentation. The timing of third-party Agent fees is determined by the Agent’s own engagement terms, and KAPITAL passes through such fees as incurred.

9.3. KAPITAL may perform certain operational oversight and coordination functions in relation to third-party Agents, including onboarding, documentation review, and ongoing operational interaction, for the purpose of facilitating the efficient administration of a Product and maintaining internal standards. Such oversight is limited to operational, administrative, and coordination aspects only and does not constitute regulatory supervision, control, or monitoring of the Agent’s regulated activities. KAPITAL does not supervise, control, or assume responsibility for the regulated activities of any third-party Agent. Each Agent acts in its own capacity and under its own regulatory obligations. KAPITAL’s role is limited to coordination and operational facilitation and shall not be construed as endorsement, verification, or assumption of responsibility for the services performed by such Agents. For the avoidance of doubt, this includes auditors, who act independently and are not subject to any control or supervision by KAPITAL. 

9.4. KAPITAL shall have no liability for any act, omission, error, or default of any third-party Agent. Each Agent is contracted separately with a KAPITAL entity, or at the Client level, or at the Product level and remains solely responsible for its own services. Nothing in these Terms shall be construed as creating any liability, joint or several, of KAPITAL for the performance, non-performance, or misconduct of any third-party Agent.

10. No Investment, Legal, Tax, or Regulatory Advice

10.1. None of the KAPITAL Group entities provides investment advice, portfolio management, legal advice, tax advice, or regulatory advice to Clients or Investors. KAPITAL Luxembourg provides unregulated consulting, coordination, and platform services only.

10.2. Any information provided through the Site, the Platform, or in any communication from the KAPITAL is provided for general information purposes only and should not be construed as professional advice. Clients and Investors should seek independent legal, tax, financial, and regulatory advice in relation to any investment decision and any jurisdictions they consider relevant to their activities.

10.3. KAPITAL does not assess the suitability or appropriateness of any investment for any Client or Investor, and does not perform any client classification, risk profiling, or investor protection assessment within the meaning of applicable financial regulations.

10.4. To the extent permitted by Applicable Laws, no member of the KAPITAL Group shall be liable for any loss or damage arising from any Client’s or Investor’s reliance on information provided through the Site, the Platform, or the Services, where such information was not provided as, and was not intended to constitute, professional advice.

10.5 Except where expressly agreed otherwise in writing in the applicable Transaction Documentation, no member of the KAPITAL Group acts as fiduciary, investment adviser, discretionary manager, placement agent, or underwriter to any Client or Investor. For the avoidance of doubt, KAPITAL Issuer I may act in a fiduciary capacity solely in the context of the fiduciary structures established for specific Products, in accordance with applicable Luxembourg law. 

In addition, for the avoidance of doubt, the provision of INED Services or RC Services does not constitute legal, tax, investment, portfolio management, or regulated financial advice. Such services are limited to governance, oversight, compliance monitoring, and coordination functions within the scope expressly agreed in the applicable Engagement Letter.

11. Standard Service Timelines

11.1. KAPITAL maintains standard minimum lead times for the performance of its administrative and fiduciary-related services, including but not limited to investor onboarding, KYC/AML verification, subscription processing, capital calls, NAV calculations, and settlement orders, depending on the nature of the relevant Product, structure and involved entity. Such standard minimum lead times may vary depending on the complexity of the task, the date on which the necessary information is received by KAPITAL, bank holidays, and other factors, but are otherwise in line with market practice. For the specific timelines agreed between us, please refer to our Engagement Letter.

11.2. Standard timelines are communicated to Clients at the outset of each Product engagement and are subject to the cooperation and timely provision of information by the Client, its Agents, and its Investors. Failure by the Client or any related party to meet the required timelines may result in delays for which KAPITAL shall not be liable.

11.3. Expedited processing may be available at additional cost, subject to KAPITAL’s operational capacity and written agreement. Any request for expedited processing must be made in writing and is subject to the applicable fees set out in the Engagement Letter or as otherwise agreed.

12. Additional Services and Ad-Hoc Requests

12.1. Services that fall outside the scope of the Standard Services described in the applicable Engagement Letter constitute Additional Services and are charged on a time-and-materials basis at KAPITAL Luxembourg’s then-current hourly rates, unless otherwise agreed in writing.

12.2. Fees applicable to Additional Services, including any expedited processing fees, administrative charges or additional service costs, shall be set out in the applicable Engagement Letter, Fee Schedule or other agreed commercial documentation. KAPITAL reserves the right to update its standard fee schedules from time to time.

12.3. Before commencing any Additional Services, KAPITAL Luxembourg will inform the Client of the nature of the work and the expected cost. For Additional Services expected to exceed EUR 2,500, KAPITAL Luxembourg will seek the Client’s prior written approval before proceeding.

12.4. The following are illustrative and non-exhaustive examples of Additional Services, with standard fees as set out in the applicable Engagement Letter: additional NAV reports (including intra-month NAVs, bespoke investor-specific reporting, or historical NAV restatements), multi-tranche/multi-series ledger accounting, additional capital calls or drawdowns, late-closing equalization and late interest calculations, additional distributions, additional investor subscriptions, governance actions, tax assessments per jurisdiction, external valuation support, and default event handling. Additional Services may also include INED Services, RC Services, AML framework review, compliance monitoring, governance support, board participation, and preparation or review of internal compliance documentation.

13. Compliance and Reporting Duties

13.1. The scope of KAPITAL’s standard compliance and reporting duties for each Product is set out in the applicable Engagement Letter. Standard reporting typically includes quarterly NAV statements, quarterly investor statements, annual regulatory filings, and annual audited valuations, unless otherwise specified.

13.2. Reporting obligations that exceed the scope of the Standard Services, including ad-hoc regulatory responses, additional jurisdiction-specific filings, investor-specific reporting requests, and any reporting required as a result of a change in Applicable Laws, constitute Additional Services and are subject to the fees set out in Clause 12.

13.3. The Client is responsible for ensuring that its own compliance and reporting obligations (including those arising under its local regulatory framework) are met. KAPITAL Luxembourg’s reporting services do not relieve the Client of its independent compliance responsibilities.

PART IV — FEES, BILLING AND DEPOSITS

14. General Fee Framework

14.1. Fees for the Services are set out in the applicable Engagement Letter and typically comprise: (a) an upfront setup fee, payable upon execution of the Engagement Letter; (b) an annual administration fee, payable annually in advance; and (c) additional fees for out-of-scope services, payable as incurred. All fees are exclusive of applicable VAT and Luxembourg taxes, which shall be charged in addition.

14.2. Third-party Agent fees (including Paying Agent, Administrator, and other Agent fees) are separate from KAPITAL’s fees and are passed through to the Client or charged at the Product level as set out in the applicable Engagement Letter. KAPITAL Luxembourg is not responsible for the pricing of third-party Agents.

14.3. Annual fees are subject to annual review by reference to the Luxembourg Retail Price Index (RPI) or such other index as may be specified in the Engagement Letter.

15. Payment Terms

15.1. All invoices are payable within twenty-one (21) days of the invoice date, unless otherwise specified in the applicable Engagement Letter. Payment shall be made by bank transfer to the account specified by KAPITAL Luxembourg or KAPITAL Issuer I, as applicable.

15.2. Late payment of any amount due under these Terms or the applicable Engagement Letter shall accrue interest at the rate of eight per cent (8%) per annum on the outstanding balance from the due date until the date of actual payment (both dates inclusive).

15.3. All information provided by the Client in connection with a payment or transaction must be accurate, complete, and current. The Client shall pay any applicable taxes relating to the Services.

16. Deposit Policy

16.1. Nature and Purpose of the Deposit - A Deposit equal to one (1) year of estimated annual Product fees shall be collected by KAPITAL Luxembourg prior to the commencement of Services for each Product. The Deposit is a condition precedent to the start of Services and must be received in cleared funds.

16.2. The Deposit is held by KAPITAL Luxembourg S.à r.l. in its own name and is not held in a fiduciary capacity. The Deposit may be held together with KAPITAL Luxembourg and is not subject to the fiduciary-related services applicable to assets held by KAPITAL Issuer I. The Client expressly acknowledges and agrees that:

6. the Deposit is retained by KAPITAL Luxembourg as security against future service fees, product expenses, client default, investor default, or absence of product liquidity, performance, or redemptions;
7. any interest or investment returns generated on the Deposit shall accrue to KAPITAL Luxembourg;
8. the Deposit constitutes a contractual security and may, at KAPITAL Luxembourg’s discretion, be applied against outstanding fees, costs or liabilities arising in connection with the relevant engagement; and
9. KAPITAL Luxembourg may use the Deposit in the ordinary course of its operations, and the Deposit also supports working capital requirements associated with service delivery and risk coverage for KAPITAL Luxembourg;
10. For the avoidance of doubt, the Deposit is not an advance payment of fees.

16.3. Cancellation by the Client - In the event of cancellation of a Product by the Client (whether before the initial issue date at the project stage or after issuance but prior to the maturity date):

1. twenty-five per cent (25%) of the Deposit is non-refundable, reflecting the minimum administrative and setup costs incurred;
2. the remainder of the Deposit, net of any unpaid fees, expenses, or services rendered, will be returned to the Client within thirty (30) Business Days of the final termination date of the cancelled Product.

16.4.1. Cancellation by KAPITAL - In the event of cancellation initiated by KAPITAL due to any reason outside of Client Malpractice: (a) one hundred per cent (100%) of the Deposit shall be refundable; or (b) where KAPITAL has already performed material work in connection with the Product, the portion of the Deposit attributable to work not yet performed shall be refundable, and the portion attributable to work already performed shall be non-refundable.

16.4.2. Cancellation by KAPITAL due to Client Malpractice - where the Client engages in Client Malpractice and fails to remedy it (where capable of remedy) within the period specified in the Escalation Notice: one hundred per cent (100%) of the Deposit shall be non-refundable.

16.5. Use of the Deposit - KAPITAL Luxembourg may apply the Deposit, acting in reasonable commercial discretion and in good faith, to offset any unpaid or disputed fees, costs, or charges relating to the Client’s Product(s). Any offset for fees and expenses shall be subject to the applicable VAT rate. KAPITAL Luxembourg may also suspend discretionary services pending cure of payment defaults.

16.6. Grouped Deposit Option - CClients mandating KAPITAL for multiple Products may elect to provide a Grouped Deposit at their account level in lieu of individual Product deposits. The Grouped Deposit must equal the sum of one (1) year of annual Product fees for the relevant number of Products. At KAPITAL Luxembourg’s discretion, a reduction may be applied as recognition of the Client’s multi-product commitment. The Grouped Deposit shall be applied on a pooled basis and is subject to the same terms as individual Deposits.

16.7. Return of Deposits - Deposits (or the balance thereof after deduction of any outstanding fees, expenses, or charges) will be returned to the Client within thirty (30) Business Days of the final redemption, termination, or dissolution of a Product (or all Products, in the case of a Grouped Deposit). If return of a Deposit is delayed beyond this period, interest at eight per cent (8%) per annum shall apply to the balance due by KAPITAL Luxembourg to the Client, except to the extent KAPITAL Luxembourg or the Client has raised an unresolved bona fide query.

16.8. Application to Existing Products - This Deposit Policy applies in full to Products and engagements initiated on or after the effective date of these Terms. Products subject to Engagement Letters signed prior to this date remain subject to the previous deposit terms as agreed at the time of engagement, but shall become subject to the Renewal Deposit terms in Clause 16.9 and the general terms of this Deposit Policy thereafter.

16.9. Renewal Deposits - For Products subject to Engagement Letters signed prior to the effective date of these Terms, where the initial multi-year fees have been only partially drawn, a Renewal Deposit equal to one (1) year of annual Product fees shall become due no later than three (3) months prior to the date upon which additional fees are callable. Renewal Deposits are subject to the same terms as regular Deposits.

16.10. Without prejudice to any other rights or remedies available to it, KAPITAL may at any time and without prior notice set off any amounts owed by the Client to KAPITAL (whether or not yet due, whether actual or contingent) against any amounts that KAPITAL holds for or owes to the Client, including but not limited to undistributed proceeds, redemption proceeds, Agent fee rebates, or any other sums. KAPITAL shall notify the Client of any set-off exercised under this Clause within a reasonable period following its application.

17. Maturity Extension

17.1. If the maturity date of a Product is extended beyond its original term (whether by agreement of the parties, by operation of the Issuance Documents, or otherwise), the Client’s obligation to pay annual administration fees and other applicable fees shall continue for the duration of the extension on the same terms as during the original term, unless otherwise agreed in writing. Notwithstanding the foregoing, KAPITAL reserves the right to propose revised fees reflecting any additional scope, complexity, or risk arising from the extension. In the case of material extensions, including any extension exceeding twelve (12) months beyond the original maturity date, fees and other commercial terms shall be subject to renegotiation between the Parties in good faith.

17.2. KAPITAL Luxembourg will notify the Client of any change to the fee structure that may result from a maturity extension, including any revised Deposit requirements.

18. Post-Dissolution Expenses

18.1. The Client acknowledges that costs, expenses, and liabilities may continue to arise after the dissolution, redemption, or termination of a Product. Such post-dissolution costs may include, without limitation: 

(a) third-party agent fees and expenses that were incurred but not yet invoiced at the time of dissolution; 

(b) tax assessments, filings, or liabilities relating to the Product that crystallise after dissolution; 

(c) audit fees and regulatory compliance costs; and 

(d) any costs arising from litigation, claims, or disputes, restructurings, enforcement actions, regulatory inquiries, remediation measures, or other extraordinary events relating to the Product.

18.2. KAPITAL Luxembourg may continue to invoice the Client for post-dissolution costs for a period of up to five (5) years following the date of final dissolution of the relevant Product. The Client’s obligation to pay such costs survives the termination of the Engagement Letter and these Terms.

18.3. To the extent that post-dissolution costs can be offset against any remaining Deposit balance, KAPITAL Luxembourg shall apply the Deposit in accordance with Clause 16.5 before invoicing the Client separately for any shortfall.

PART V — PRODUCT-SPECIFIC PROVISIONS

19. Product Fees, Expenses and Additional Contributions

19.1. Each Product is subject to its own fee structure as set out in the applicable Engagement Letter and Issuance Documents. Product-level fees may include setup fees, annual administration fees, banking agent fees, and other costs as specified therein.

19.2. In certain circumstances, Investors may be required to contribute amounts in addition to their initial subscription commitment. Such additional contributions may arise from: (a) additional capital calls required by the underlying investment; (b) additional issuance fees or buffer fees collected to cover Product-level costs; or (c) other amounts specified in the Issuance Documents. The circumstances in which additional contributions may be required are set out in the terms and conditions of the relevant Notes. Investors are encouraged to review the applicable Issuance Documents carefully.

19.3. KAPITAL Issuer I may collect buffer fees or deposits on top of the subscription amount (considered as issuance premium), as provided in the Issuance Documents, to ensure sufficient liquidity for Product-level expenses. The terms of such collections are governed by the Issuance Documents and not by these Terms.

20. Default Scenarios

20.1. The KAPITAL Group distinguishes between three categories of default, each with distinct consequences:

20.2. Default of the Underlying Asset - Where the underlying asset of a Product suffers a loss of value, impairment, or default, such loss is borne by the Investors in accordance with the terms and conditions of the relevant Notes. The Notes issued by KAPITAL Issuer I are limited-recourse obligations, and Investors’ claims are limited to the assets held in the relevant Compartment or Fiduciary Estate. No member of the KAPITAL Group guarantees the performance or value of any underlying asset.

20.3. Default of the Client - If the Client fails to meet its obligations under the Engagement Letter or these Terms, including but not limited to failure to pay fees, failure to provide required information or cooperation, or breach of representations, KAPITAL Luxembourg may: (a) apply the Deposit to offset unpaid fees and costs in accordance with Clause 16; (b) suspend the provision of Services until the default is remedied, with the exception of statutory, regulatory, or critical paying agent services in respect of any active Compartment or Fiduciary Estate without providing a minimum of thirty (30) days' prior written notice, to allow for the orderly transition or liquidation of the Compartment or Fiduciary Estate and to prevent prejudice to the Noteholders and Investors; (c) charge interest on overdue amounts in accordance with Clause 15.2; and (d) terminate the Engagement Letter and, where applicable, these Terms in accordance with the relevant termination provisions.

20.4. Default of the Investor - If an Investor fails to meet its obligations under the Issuance Documents, including but not limited to failure to fund a subscription, failure to respond to capital calls, or failure to provide required KYC/AML documentation, KAPITAL Issuer I may take such action as is provided in the terms and conditions of the relevant Notes, which may include forfeiture of the Investor’s interest, forced redemption, or other remedies. The Client, as Cost Sponsor (where applicable), may be liable for costs arising from an Investor’s default, as set out in the applicable Engagement Letter.

20.5 Reliance on Authorised Instructions - KAPITAL Luxembourg and KAPITAL Issuer I may rely in good faith on instructions reasonably believed to originate from the Client, an Investor, or their authorised representatives through agreed communication channels, including electronic means. The Client is responsible for maintaining appropriate controls over authorised persons and shall promptly notify KAPITAL of any change in authority. KAPITAL shall not be liable for acting on such instructions absent fraud, gross negligence, or manifest error.

21. Compartment Structure and Limited Recourse

21.1. Each Product is issued through a separate Compartment or Fiduciary Estate of KAPITAL Issuer I. The assets and liabilities of each Compartment or Fiduciary Estate are segregated from those of every other Compartment or Fiduciary Estate and from the general assets of KAPITAL Issuer I.

21.2. The Notes issued in respect of a Compartment or Fiduciary Estate are limited-recourse obligations of KAPITAL Issuer I. The recourse of Investors and creditors in respect of any Compartment or Fiduciary Estate is limited to the assets of that Compartment or Fiduciary Estate. No Investor or creditor may have recourse to the assets of any other Compartment or Fiduciary Estate or to the general assets of KAPITAL Issuer I.

21.3. No Investor or creditor may petition for the winding up, liquidation, or bankruptcy of KAPITAL Issuer I, except in the context of a liquidation initiated by another party, in which case the Investor or creditor may lodge a claim.

22. Cancellation and Early Termination

22.1. Cancellation of a Product by the Client prior to its initial issue date or prior to its maturity date is subject to the cancellation provisions of the Deposit Policy (Clause 16.3) and the terms of the applicable Engagement Letter.

22.2. Upon cancellation, the Client shall be liable for: (a) all fees and expenses incurred up to the date of cancellation; (b) the non-refundable portion of the Deposit; and (c) any third-party Agent costs that are not recoverable by KAPITAL Luxembourg.

PART VI — RISK WARNINGS

23. General Risk Warning

23.1. Investing in alternative assets through Products issued by KAPITAL Issuer I involves significant risks, including but not limited to the risk of total loss of capital invested. The Products are designed for experienced Professional Investors who have the knowledge and financial capacity to assess and bear such risks. If you are not in a position to assess your expertise or bear the risks described below, you should refrain from investing.

23.2. KAPITAL structures and administers Products across a wide range of alternative asset classes, including venture capital, private equity, hedge funds and liquid alternatives, private debt, real estate, and multi-strategy or mixed approaches. KAPITAL does not structure Products involving: (a) crypto-assets or digital tokens; (b) gambling or gaming enterprises; (c) weapons, arms, or defence manufacturing; (d) tobacco production; or (e) any activity that is illegal under Applicable Laws or subject to international sanctions. Each asset class carries its own specific risk characteristics, which are further described below and in the applicable Issuance Documents.

24. Specific Risk Factors

24.1. Loss of Capital. An investment in a Product may result in the partial or total loss of the capital invested. This risk is particularly acute for venture capital and early-stage private equity investments, but applies to all alternative asset classes. Investors should not invest more capital than they can afford to lose.

24.2. Illiquidity. Investments in Products are highly illiquid. Notes will not be listed on a recognised exchange, and there may be no secondary market for the Notes. Investors should be prepared to hold their investment for the full term of the Product, which may be several years. Even for successful investments, liquidity events (such as an exit, IPO, or secondary sale) may not occur.

24.3. Credit and Counterparty Risk. The value of a Product depends on the creditworthiness and performance of the underlying asset(s) and the counterparties involved. Default or deterioration in the credit quality of an underlying borrower, issuer, or counterparty may result in significant losses.

24.4. Valuation Risk. The underlying assets of a Product may be difficult to value, particularly where they consist of unlisted securities, private equity interests, real estate, or other illiquid assets. Valuations are based on methodologies that may involve significant assumptions and judgement, and there can be no assurance that the stated NAV of a Product accurately reflects the realisable value of its assets.

24.5. Currency Risk. Products may be denominated in or exposed to currencies other than the Investor’s home currency. Fluctuations in exchange rates may adversely affect the value of the investment and any returns.

24.6. Dilution Risk. Investments may be subject to dilution where the underlying entity raises additional capital and issues new securities, or grants options or similar instruments to employees, advisors, or third parties. New securities may carry preferential rights that are disadvantageous to existing investors.

24.7. Rarity of Dividends and Distributions. Early-stage and growth-stage companies typically reinvest profits rather than distributing them to investors. Investors in venture capital and private equity Products should not expect regular income. Returns may only be realised upon an exit event.

24.8. Leverage Risk. Certain Products or their underlying assets may employ leverage, which amplifies both potential gains and potential losses. Leveraged investments carry a higher risk of loss.

24.9. Regulatory and Legal Risk. Changes in laws, regulations, tax treatment, or government policy in any relevant jurisdiction may adversely affect the value of an investment, the ability to realise returns, or the overall viability of a Product.

24.10. Concentration Risk. Certain Products may be concentrated in a single asset, sector, or geography, which increases the risk of loss compared to a diversified portfolio.

24.11. Conflict of Interest Risk. The KAPITAL Group, its Agents, and their respective affiliates may have interests that conflict with those of Investors. Conflicts of interest are managed in accordance with the KAPITAL Group’s internal policies and the applicable Transaction Documentation, but cannot be entirely eliminated. Certain Agents or affiliates may receive compensation in connection with Products and may perform multiple roles, subject to applicable disclosure in Transaction Documentation.

24.12. Past Performance. Past performance is not a reliable indicator of future results. Investors should not assume that an investment will continue to perform well in the future simply because it has done so in the past.

24.13. Forecasts. Any forecasts, projections, or forward-looking statements provided in connection with a Product are estimates only. Actual results may differ materially from those projected. No reliance should be placed on any forward-looking statement, and no member of the KAPITAL Group accepts responsibility for the accuracy of such statements.

24.14. Importance of Diversification. Investing in alternative assets should be done as part of a diversified portfolio strategy. Investors should allocate only a portion of their overall investment portfolio to illiquid alternative assets.

PART VII — INTELLECTUAL PROPERTY, PLATFORM USE AND RECORDINGS

25. Intellectual Property

25.1. All intellectual property rights in and to the Site, the Platform, and the Services, including without limitation software, code, design, text, graphics, logos, trademarks, and trade names, are and shall remain the exclusive property of KAPITAL Luxembourg or its licensors. The KAPITAL™ logo is a registered trademark of KAPITAL Group SA.

25.2. Nothing in these Terms grants any User any right, title, or interest in the intellectual property of the KAPITAL Group, except the limited right to access and use the Site and the Platform in accordance with these Terms and the Platform User Agreement.

25.3. Users shall not copy, reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any content from the Site or the Platform without the prior written consent of KAPITAL Luxembourg.

26. User Content

26.1. Where Users submit content, documents, data, or other materials to the Site or the Platform ("User Content"), the User represents and warrants that: (a) it has all necessary rights to submit such content; and (b) submission does not violate the rights of any third party.

26.2. The User grants KAPITAL Luxembourg a limited, non-exclusive, royalty-free licence to use, store, and process User Content solely for the purposes of providing the Services and performing its obligations under the applicable agreements. This licence does not extend to any broader commercial exploitation of User Content.

26.3. KAPITAL Luxembourg has no obligation to treat User Content as confidential beyond the confidentiality obligations set out in Clause 37 and the applicable agreements. However, KAPITAL Luxembourg recognises that User Content may include commercially sensitive information and will handle it with appropriate care.

27. Acceptable Use

27.1. Users shall not use the Site, the Platform, or the Services in any manner that: (a) is illegal, fraudulent, or harmful; (b) infringes the intellectual property or privacy rights of any third party; (c) interferes with or disrupts the integrity or performance of the Site or the Platform; (d) involves the transmission of viruses, malware, or other harmful code; (e) involves any unauthorised automated access to the Site or the Platform; or (f) is otherwise objectionable as determined by KAPITAL Luxembourg in its reasonable discretion.

27.2. KAPITAL Luxembourg reserves the right to suspend or terminate access for any User who violates these provisions, without prejudice to any other rights or remedies.

28. Recordings

28.1. By accessing the Site, the Platform, or the Services, Users acknowledge and agree that KAPITAL may record telephone conversations and electronic communications. Such recordings may be used for the purposes of quality control, dispute resolution, compliance monitoring, and regulatory compliance.

28.2. Recordings are stored in compliance with the European General Data Protection Regulation (GDPR) and retained for the period required by Applicable Laws. Users may request access to a copy of recordings in accordance with the data protection provisions set out in Part VIII.

PART VIII — DATA PROTECTION AND PRIVACY

29. Data Controller and Contact

29.1. KAPITAL Luxembourg S.à r.l. and KAPITAL Issuer I S.à r.l. act as joint data controllers for personal data processed in connection with the Services. The registered address for both entities is 2 Rue Plaetis, L-2338 Luxembourg.

29.2. The Data Protection Officer for the KAPITAL Group is Dario Regazzoni. Data protection enquiries may be directed to: admin@kapital.inc.

30. Categories of Personal Data

30.1. The KAPITAL Group may collect and process the following categories of personal data: (a) contact information (name, email address, telephone number, postal address); (b) identification data (passport or identity document copies, date of birth, nationality); (c) professional information (employer, position, professional qualifications); (d) financial information (bank account details, source of funds, net worth declarations); (e) compliance data (KYC/AML screening results, PEP and sanctions screening, adverse media monitoring); (f) platform usage data (login records, IP addresses, browser information, pages visited); and (g) communication records (emails, telephone recordings, electronic correspondence).

31. Legal Basis for Processing

31.1. Personal data is processed on one or more of the following legal bases: (a) the performance of a contract to which the data subject is a party, or in order to take steps at the request of the data subject prior to entering into a contract (GDPR Article 6(1)(b)); (b) compliance with a legal obligation to which the KAPITAL Group is subject, including AML-CTF obligations and regulatory reporting requirements (GDPR Article 6(1)(c)); (c) the legitimate interests of the KAPITAL Group, including fraud prevention, platform security, business development, and the improvement of Services (GDPR Article 6(1)(f)); and (d) the data subject’s consent, where applicable (GDPR Article 6(1)(a)), for example for marketing communications.

32. Data Retention

32.1. Personal data is retained for no longer than is reasonably necessary to fulfil the purposes for which it was collected, and in any event for at least the following minimum periods: (a) for the duration of the contractual relationship and for a period of ten (10) years thereafter (in respect of transactional and contractual data); (b) a minimum of five (5) years after the end of the business relationship (in respect of KYC/AML compliance data, as required by the AML-CTF Laws); and (c) such longer period as may be required by Applicable Laws or in connection with actual or anticipated legal proceedings. Aggregated and anonymised data may be retained indefinitely.

32.2. The periods set out in Clause 32.1 are minimum retention periods. Following their expiry, KAPITAL reviews and, where appropriate, deletes or anonymises personal data on a periodic basis and within a reasonable timeframe, in accordance with its internal data retention policies and procedures as updated from time to time. KAPITAL does not warrant that deletion will occur on any specific date, and the continued retention of personal data beyond a minimum retention period, whether pending periodic review, for technical or operational reasons, or otherwise shall not of itself constitute a breach of these Terms.

33. Data Security and Processing Controls

33.1. KAPITAL implements appropriate technical and organisational measures designed to ensure a level of security appropriate to the risk, including, where appropriate, encryption, access controls, authentication mechanisms, audit logs and restricted processing protocols.

Personal data is processed on a need-to-know basis and access is restricted to authorised personnel and service providers who are subject to confidentiality and data protection obligations.

KAPITAL does not sell, rent, or commercially exploit personal data collected in connection with the Services.

Where third-party processors are engaged, KAPITAL seeks to ensure that such processors are subject to contractual obligations consistent with applicable data protection laws, including obligations relating to confidentiality, security, and restricted use of personal data.

In the event of a personal data breach, KAPITAL shall comply with its obligations under applicable data protection laws, including, where required, notification to competent supervisory authorities and affected data subjects.

Data subjects acknowledge that certain processing activities are required for compliance with legal and regulatory obligations, including AML-CTF requirements, and that such data may be retained notwithstanding any request for erasure, to the extent permitted or required by Applicable Laws.

33. Data Subject Rights

33.1. Data subjects have the following rights under the GDPR, which may be exercised by contacting the Data Protection Officer at admin@kapital.inc:

• Right of access: to obtain confirmation as to whether personal data is being processed and, where that is the case, access to the personal data. The first copy of such data shall be provided free of charge; a reasonable fee may be charged for further copies or manifestly excessive requests.
• Right to rectification: to obtain the correction of inaccurate personal data without undue delay.
• Right to erasure: to obtain the deletion of personal data where the data is no longer necessary for the purposes for which it was collected, subject to KAPITAL’s legal obligations to retain certain data (including under the AML-CTF Laws).
• Right to restriction of processing: to obtain the restriction of processing in certain circumstances, including where the accuracy of the data is contested.
• Right to data portability: to receive personal data in a structured, commonly used, and machine-readable format, where processing is based on consent or a contract and is carried out by automated means.
• Right to object: to object to processing based on legitimate interests or for direct marketing purposes.
• Right to withdraw consent: where processing is based on consent, to withdraw consent at any time without affecting the lawfulness of processing before its withdrawal.
• Right to lodge a complaint: to lodge a complaint with the Commission Nationale pour la Protection des Données (CNPD), the Luxembourg supervisory authority, or any other competent data protection authority.

34. Cookies

34.1. The Site uses cookies and similar technologies. Strictly necessary cookies are used without consent. All other cookies (including analytics, marketing, and preference cookies) require the User’s active, informed consent, which is obtained through the cookie consent mechanism on the Site. Certain authentication, security and session-management technologies used within secured areas of the Platform may be considered strictly necessary for the provision and security of the Services and may therefore operate without separate consent where permitted under applicable laws.

34.2. Users may manage their cookie preferences at any time through their browser settings or the cookie consent mechanism. Disabling non-essential cookies may affect the functionality of the Site.

35. Third-Party Processors and Transfers

35.1. The KAPITAL Group uses the following categories of third-party data processors: (a) cloud infrastructure services (Amazon Web Services, with data stored in European data centres); (b) compliance and KYC screening services (LSEG, for identity verification, sanctions screening, and ongoing AML monitoring); and (c) communication and productivity tools used for internal operations. All third-party processors are subject to appropriate data processing agreements.

35.2. Where personal data is transferred outside the European Economic Area, the KAPITAL Group ensures that appropriate safeguards are in place, including standard contractual clauses, adequacy decisions, or other mechanisms recognised under the GDPR.

36. Marketing

36.1. Where the User has provided consent, KAPITAL Luxembourg may send marketing communications by email about its services, promotions, and developments. Users may opt out of marketing communications at any time by contacting admin@kapital.inc or by using the unsubscribe mechanism in any marketing email.

PART IX — LIABILITY AND INDEMNIFICATION

37. Confidentiality

37.1. Each party shall keep confidential all information of a confidential nature received from the other party in connection with these Terms and the Services, and shall not disclose such information to any third party without the prior written consent of the disclosing party, except: (a) as required by Applicable Laws, regulation, or competent authority; (b) to its directors, officers, employees, professional advisors, and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those set out herein; or (c) where the information is already in the public domain through no fault of the receiving party.

37.2. The obligations in this Clause 37 shall survive the termination of these Terms for a period of five (5) years, save that, in respect of any information that constitutes a trade secret, or that relates to the structuring, pricing, design or valuation methodology of any transaction, product or Note, the obligations in this Clause 37 shall survive indefinitely, for so long as such information retains its confidential or trade secret status.

38. Disclaimer of Warranties

38.1. The Site, the Platform, and the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Laws, the KAPITAL Group makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness.

38.2. The KAPITAL Group does not warrant that the Site or the Platform will be uninterrupted, error-free, or free from viruses or other harmful components. Users access and use the Site and the Platform at their own risk.

38.3. No member of the KAPITAL Group makes any representation or warranty regarding the performance, value, or prospects of any Product or underlying asset. The KAPITAL Group is not responsible for the investment decisions of Clients or Investors.

39. Limitation of Liability

39.1. To the maximum extent permitted by Applicable Laws, the aggregate liability of each member of the KAPITAL Group arising out of or in connection with these Terms, the Services, and any Product shall not exceed the lesser of: (a) the total fees actually invoiced and paid to that entity during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) twenty-five thousand euros (EUR 25,000).

39.2. No member of the KAPITAL Group shall be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to lost revenues or profits, loss of business, loss of data, or loss of investment value, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages, including losses arising from failures of custodians, clearing systems, administrators, banking counterparties or other third-party market infrastructure not caused by KAPITAL’s gross negligence or wilful misconduct.

39.3. Nothing in these Terms shall exclude or limit liability: (a) for fraud, wilful misconduct, or gross negligence; (b) for death or personal injury caused by negligence; or (c) to the extent that such exclusion or limitation is prohibited by Applicable Laws.

39.4. These limitations of liability represent the allocation of risk between the parties in the context of the fee levels charged for the Services and are fundamental to the basis on which the Services are offered.

40. Indemnification

40.1. The Client agrees to indemnify, defend, and hold harmless each member of the KAPITAL Group and their respective directors, officers, employees, and agents from and against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: 

(a) the Client’s breach of these Terms, the Engagement Letter, or any applicable agreement;

(b) the Client’s use of the Services in a manner not authorised by these Terms; 

(c) any misrepresentation by the Client; or 

(d) any violation of Applicable Laws by the Client in connection with its activities relating to any Product.

(e) any material breach by an Investor introduced directly or indirectly by the Client of any representation, warranty or undertaking relating to AML/CFT, sanctions, tax compliance, investor eligibility, source of funds or source of wealth information provided in connection with the onboarding, subscription or holding of the relevant Product.

40.2. KAPITAL Luxembourg reserves the right to assume the exclusive defence and control of any claim subject to indemnification under this Clause 40. The Client shall cooperate fully with KAPITAL Luxembourg in the defence of any such claim.

41. Force Majeure

41.1. No member of the KAPITAL Group shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from a Force Majeure Event, being any circumstance beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, sanctions, fire, flood, power failure, failure of telecommunications networks, disruption to banking or financial systems, cyberattacks, ransomware events or cloud service outages.

41.2. The affected party shall notify the other party promptly of the Force Majeure Event and use reasonable endeavours to mitigate its effects.

PART X — DISPUTE RESOLUTION

42. Complaints

42.1. Any complaint or concern relating to the Services, the Site, or the Platform should be directed to KAPITAL Luxembourg at admin@kapital.inc. KAPITAL Luxembourg will acknowledge receipt of the complaint and investigate the matter promptly. A substantive response will be provided within a reasonable timeframe.

43. Ombudsman and Alternative Dispute Resolution

43.1. Where a complaint cannot be resolved through KAPITAL Luxembourg’s internal complaints handling procedure, and where required by Applicable Laws, Clients or Users may have access to an alternative Dispute resolution mechanism. This may not apply to Professional Clients or Investors.  

43.2. Pursuant to Regulation (EU) No 524/2013 on Online Dispute Resolution for consumer disputes, Users may access the platform of the European Commission for online dispute resolution at: https://ec.europa.eu/consumers/odr/.

44. Governing Law and Jurisdiction

44.1. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

44.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of Luxembourg City for the resolution of any dispute arising out of or in connection with these Terms.

PART XI — GENERAL PROVISIONS

45. Third-Party Links

45.1. The Site and the KAPITAL Platform may contain links to third-party websites or services that are not owned or controlled by the KAPITAL Group. Such links are provided for convenience only and do not constitute an endorsement. The KAPITAL Group has no control over and assumes no responsibility for the content, terms, privacy policies, or practices of any third-party websites.

46. Severability

46.1. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from these Terms to the extent necessary, and the remaining provisions shall continue in full force and effect.

47. Assignment

47.1. Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of KAPITAL Luxembourg. KAPITAL Luxembourg may assign or novate its rights and obligations under these Terms to any successor entity or affiliate, upon prior written notice to affected Users.

48. Entire Agreement

48.1. These Terms, together with the applicable Engagement Letter, Platform User Agreement, Financial Advisory Framework Agreement, and Issuance Documents, constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all previous agreements, understandings, and representations, whether written or oral, relating to the same subject matter. In the event of conflict, the order of priority set out in Clause 3.2 shall apply. Each party acknowledges that, in entering into the applicable agreements, it has not relied on any representation, warranty, statement or assurance not expressly set out in such agreements.

49. Notices

49.1. Notices under these Terms shall be sent by email or recorded delivery. Notices to KAPITAL Luxembourg shall be addressed to: admin@kapital.inc, or to KAPITAL Luxembourg S.à r.l., 2 Rue Plaetis, L-2338 Luxembourg.

49.2. Notices shall be deemed received: (a) if sent by email, on the Business Day on which they were sent (if sent between 9:00 a.m. and 5:00 p.m. CET), or at 9:00 a.m. CET on the next Business Day; and (b) if sent by recorded delivery, upon receipt.

50. Language

50.1. These Terms are drawn up in English. Communications between the parties may be conducted in English or French. In the event of any inconsistency between the English and French versions of any communication, the English version shall prevail.

51. Copyright

© 2022 - 2026 KAPITAL Luxembourg S.à r.l. All rights reserved.

52. Contact Information

For any questions regarding these Terms of Service, please contact:

KAPITAL Luxembourg S.à r.l., 2 Rue Plaetis, L-2338 Luxembourg

Email: admin@kapital.inc

Website: www.kapital.inc

This website is developed and operated by:

KAPITAL Luxembourg S.à r.l. (autorisation d’établissement N° 10171279/0)

KAPITAL Issuer I S.à r.l. acts as an unregulated securitisation vehicle under the Luxembourg Securitisation Act 2004 and as fiduciary under the Luxembourg Fiduciary Act 2003.

The KAPITAL™ logo is a registered trademark of KAPITAL Group SA.