General Terms and Conditions

General Terms and Conditions (GTC) for the use of the KEIP platform

Platform domain: https://invest.keip.gmbh

Effective date: 01/01/2026 | Version: v1

Provider / Platform Operator

KEIP GmbH
Holstenhofweg 47 b, 22043 Hamburg, DE
Register: Hamburg, HRB 190345
Authorized representatives: Robin Kiera, Roman Engel
Contact: Kontakt@keip.gmbh | Tel.: 491737123236 | Website: https://keip.gmbh/
Support: Kontakt@keip.gmbh

Part A - General Terms of Use (Core Terms)

1. Preamble, Roles and Delimitation

1.1 The platform operator provides a technical framework under the KEIP platform to digitally map securities offerings (each an "Offering") and enable investors to participate in subscription processes.

1.2 Contracts regarding the issuance and subscription of securities are concluded, insofar as provided for in the respective Offering, exclusively between the investor and the respective issuer. These GTC govern exclusively the use of the platform and not the securities terms and conditions or other offering documents of the issuer.

1.3 To the extent that, in individual cases, additional services are provided alongside the use of the platform (including, where applicable, regulated services) by the platform operator or third parties, this will be expressly indicated in the respective Offering and/or in the subscription process.

2. Definitions

"User Account" means the user's personalized user account on the platform.

"Investor" means a user who intends to subscribe for securities via the platform or who subscribes for securities.

"Issuer" means the legal entity issuing the securities presented in the Offering.

"Subscription Process" means the digital process (including the "subscription flow") in which subscription documents are provided electronically to the investor and the investor may submit a subscription declaration.

"Subscription Documents" means the documents made available in the subscription process, in particular securities terms and conditions, risk notices, consumer information (if applicable), revocation/withdrawal information (if applicable), and the subscription summary.

"Subscription Summary" means the summary generated in the subscription process of the essential subscription parameters and confirmations (e.g. "Signing Summary").

"Subscription Form" means the document provided or generated in the subscription process that documents the subscription declaration and/or key confirmations of the investor.

"Restricted Persons" are users excluded under Section 6.

3. Scope, Order of Precedence, Third-Party Documents

3.1 These GTC apply to all users of the platform. For investors, the Special Terms for Investors (Part B) apply in addition. In the event of conflict, the Special Terms shall prevail.

3.2 For specific Offerings, the securities terms and conditions/offering documents of the issuer shall also apply, as well as, where applicable, the terms of regulated third parties (e.g. securities service providers, liability umbrella providers, registrars and custodians, payment service providers).

4. Registration, Invitation, User Account

4.1 Use of the platform requires registration and is generally possible by invitation only. The platform operator may reject registrations.

4.2 The user is obliged to provide accurate and complete information during registration and use and to update any changes without undue delay.

4.3 Access credentials must be kept confidential. The user must take appropriate measures to secure their User Account and must notify the platform operator without undue delay if misuse is suspected.

5. KYC/KYB, AML and Cooperation

5.1 For registration and/or use of certain functions, identity verification and, where applicable, corporate verification (KYC/KYB, including AML and, where required, UBO checks) is required. This is carried out by qualified service providers commissioned by the platform operator or, where provided for, by the competent issuer or regulated third parties.

5.2 If KYC/KYB fails or the required cooperation is not provided, the platform operator may deny registration/functions or suspend the User Account.

6. User Group, Client Categories, Restricted Persons

6.1 The platform is intended for natural persons and legal entities.

6.2 Within the scope of Offerings, investors may be classified as professional or non-professional clients within the meaning of MiFID II. The information and declarations required for this are collected during the subscription process.

6.3 In particular, the following are excluded from use: (a) US Persons (in particular persons resident or domiciled in the United States), (b) persons/organizations resident or domiciled in states that are listed by the Financial Action Task Force (FATF) as high-risk or monitored jurisdictions, and (c) other cases in which legal or compliance reasons preclude use.

7. Services of the Platform

7.1 The platform operator provides a technical framework that includes, in particular (without limitation): (i) the display, setup and configuration of individual Offerings/projects (including master product data as well as offering and legal documents), (ii) a digital subscription flow including electronic provision of subscription documents, (iii) digital KYC/AML and, where applicable, UBO onboarding via connected service providers, and (iv) interfaces to connected service providers (e.g. liability umbrella/securities service providers, registrars and custodians, payment service providers).

7.2 The platform operator does not provide investment, legal or tax advice. The platform operator does not make any recommendation or assessment of the economic or legal appropriateness of an Offering unless expressly indicated in the Offering.

7.3 The platform operator may further develop, change or discontinue functions, provided this is reasonable for users and no mandatory law prevents it.

8. Availability, Maintenance, Technical Requirements

8.1 The platform is provided with the care customary in the industry. Continuous availability is not guaranteed.

8.2 Maintenance, updates and security measures may lead to temporary restrictions.

8.3 Users are responsible for suitable hardware and software and adequate internet access.

9. User Obligations, Permitted Use

9.1 Users may use the platform only lawfully and in accordance with these GTC.

9.2 In particular, the following are prohibited: automated data extraction (scraping), circumvention of security measures, disruption of systems, abusive multiple accounts, use for competitive purposes, and posting or transmitting unlawful content.

9.3 In the event of breaches, the platform operator may take measures under Section 12.

10. Content and Uploads

10.1 Users are responsible for the content/documents they provide and warrant that they are authorized to do so.

10.2 Users grant the platform operator the rights of use necessary for operating and providing the platform (in particular storage, processing and display), limited to the purpose of platform use.

11. Communication

11.1 Communications from the platform operator shall generally be made in text form by email to the email address provided by the user and/or via the User Account, where provided.

11.2 Users must ensure that emails can be received (e.g. by suitable spam filter settings).

12. Suspension, Termination, Closure of the User Account

12.1 The platform operator may temporarily suspend access if (i) KYC/KYB is unsuccessful, (ii) there are compliance, sanctions or money laundering suspicion grounds, (iii) the user violates these GTC, or (iv) this is necessary for IT security reasons.

12.2 Ordinary termination: The user may terminate the user agreement at any time in text form. The platform operator may terminate the user agreement in text form with 14 days' notice; no reason is required. Statutory rights as well as the legitimate interests of the user in ongoing processes (e.g. subscription processes already started) remain unaffected.

12.3 The right to immediate suspension or termination for good cause remains unaffected; good cause exists in particular in the event of material violations of these GTC and for compliance or security reasons.

13. Liability

13.1 The platform operator is liable without limitation in cases of intent and gross negligence as well as in the event of injury to life, body or health.

13.2 In cases of ordinary negligence, the platform operator shall be liable only for the breach of essential contractual obligations (cardinal obligations) and limited to the foreseeable damage typical for the contract.

13.3 In particular, no liability shall exist for (i) content or information provided by the issuer or other third parties, (ii) performance, creditworthiness or economic success of the securities, and (iii) failures of telecommunications networks or the internet outside the platform operator's sphere of influence.

13.4 The platform operator shall be liable for data loss only to the extent that the user has taken appropriate data backup measures.

14. Amendments to these GTC

14.1 The platform operator may amend these GTC with effect for the future if there are objective reasons for doing so (e.g. changes in law, security requirements or changes to functions).

14.2 Amendments shall be announced to users by email at least 30 days before they take effect. If the user does not object within this period, the amendments shall be deemed accepted; this shall be pointed out in the amendment notice.

14.3 In the event of objection, the platform operator may ordinarily terminate the user agreement.

15. Privacy and Legal Notice

Privacy notices/privacy policy and the legal notice are permanently accessible on the platform, in particular via the corresponding sections (e.g. footer or menu item "Privacy" / "Legal Notice").

16. Final Provisions

16.1 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

16.2 For merchants/entrepreneurs, the place of jurisdiction shall be the seat of the platform operator (Hamburg). For consumers, the statutory places of jurisdiction apply.

16.3 Should individual provisions be or become invalid, the remainder of the agreement shall remain effective.

Part B - Special Terms for Investors (Investor Terms)

1. Scope of Application and Priority

1.1 These Special Terms apply in addition to Part A for investors who subscribe for securities via the platform.

1.2 In the event of conflict, these Special Terms shall prevail over Part A.

2. Client Categorization and Appropriateness Assessment (MiFID II)

2.1 Prior to a subscription, client categorization (professional/non-professional) and an appropriateness assessment under MiFID II are carried out within the framework of the Offering.

2.2 The procedure is carried out in the process provided for in each case. The platform provides technical support and makes available the information, declarations and confirmations required for this purpose.

3. Subscription Process, Subscription Declaration, Allocation

3.1 The investor's contractual partner with respect to the securities is exclusively the respective issuer. The subscription documents made available during the subscription process are authoritative, in particular the securities terms and conditions and risk notices.

3.2 By submitting the subscription declaration, the investor regularly makes a legally binding offer to acquire the securities. The contract for the subscription of the securities is concluded only when the issuer allocates or accepts the subscription (e.g. by means of an allocation or confirmation notice in the User Account and/or by email). A waiver of receipt of the declaration of acceptance pursuant to Section 151 sentence 1 BGB may be provided for in the subscription process.

3.3 The subscription documents, including the subscription summary and the subscription form, shall be made available to the investor electronically and shall also be accessible in the User Account, unless indicated otherwise in individual cases.

4. Fees and Cost Disclosure

4.1 Any fees in connection with the subscription are disclosed in the subscription process/investment offerings, in particular in the subscription summary and the related subscription documents.

4.2 Use of the platform is generally free of charge unless expressly stated otherwise in individual cases.

5. Payment Processing

5.1 After completion of the digital subscription flow, the investor receives a subscription summary. Payment is currently generally made by bank transfer to the paying agent specified in the subscription process.

5.2 The paying agent is generally the issuer; it may appoint regulated third parties for this purpose.

5.3 If a payment service provider is integrated into the subscription process, its terms shall additionally apply. The platform operator does not provide payment services unless expressly indicated otherwise.

6. Provision of Information and Reporting

6.1 Information and documents are provided via the data room/download area and via the User Account.

6.2 As a rule, the issuer or respective publisher is responsible for the content and information in the subscription documents. The platform operator does not assume any warranty for completeness or accuracy of third-party information unless mandatory law provides otherwise.

7. No Advice / Limitation of Risk

7.1 The platform operator does not provide investment, legal or tax advice.

7.2 Investments in securities involve risks (including total loss). The risk notices in the subscription documents are authoritative.

8. Limitation of Liability (Investment-Related)

In addition to Part A, the following applies: the platform operator shall not be liable for the economic development/performance of the securities or for acts of performance by the issuer or other third parties in connection with the investment, unless mandatory law provides otherwise.

Annex 1 - Revocation Instruction for Consumers (Platform Use)

Note: This revocation instruction relates exclusively to the agreement for the use of the platform. Rights of revocation or withdrawal in connection with the subscription of securities are governed by the respective offering documents and the applicable law.

Right of Revocation

If you are a consumer, you have the right to revoke the agreement for the use of the platform within 14 days without stating any reasons.

The revocation period is 14 days from the date of conclusion of the agreement (registration/acceptance of the GTC).

Exercising the Right of Revocation

To exercise your right of revocation, you must notify us (KEIP GmbH, Holstenhofweg 47 b, 22043 Hamburg, email: Kontakt@keip.gmbh) by means of a clear declaration (e.g. by email) of your decision.

Consequences of Revocation

If you revoke this agreement, we shall reimburse to you all payments we have received from you for use of the platform (generally none) without undue delay and at the latest within 14 days from the day on which we received notice of your revocation.

Model Revocation Form

If you wish to revoke the agreement, please fill out this form and send it back:

To: KEIP GmbH, Holstenhofweg 47 b, 22043 Hamburg, email: Kontakt@keip.gmbh

I hereby revoke the agreement concluded by me for the use of the KEIP platform.

Name: __________________________ Address: __________________________

Date: __________________________ Signature (only if notified on paper): __________________________