Disclaimer: This Terms & Conditions document outlines the framework for use of the AstrisNexus platform. It reflects the current service model and legal considerations but has not yet undergone final legal review. This version is non-binding and may be amended prior to the operational launch of the platform.

Summary (Informative Only)

These Terms and Conditions govern the use of the AstrisNexus platform by Companies, Advisors, and Investors, and all Agreements they enter into. They define your rights and responsibilities regarding:

• Ownership of your uploaded and generated materials

• Confidentiality, data security (ISO 27001), and deletion rights

• Platform eligibility and usage restrictions

• Fee structures, including Success Fees, fixed charges, and online payments

• How we use anonymised usage data to improve the platform

• Your ability to opt out of analytics or publicity use

• Limitations of liability, disclaimers, and dispute resolution

• NDA-gated access to full Engagement Suites

• Curated introductions and AstrisNexus's non-advisory role

Please read the full Terms carefully. This summary is for convenience only and does not replace the full legal text.

1. Definitions

2. Applicability & Formation

2.1 These Terms govern all offers, quotations and Agreements for use of the Platform.

2.2 The Agreement is formed when the Client, acting through a User, accepts these Terms electronically or the parties enter into a commercial agreement incorporating these Terms, whichever occurs first.

2.3 Any purchasing or other terms of the User are rejected unless expressly accepted in writing by AstrisNexus.

3. Scope of Services

3.1 AstrisNexus provides access to the Platform as software‑as‑a‑service, including:

1. creation of Engagement Suites via Astris™;

2. Q&A and Secure File Storage;

3. Expert Review and other premium modules;

4. curated introduction services via Nexus™.

3.2  AstrisNexus targets 99% or higher monthly uptime, excluding (i) scheduled maintenance announced at least 24 hours in advance and executed outside 22:00–06:00 CET, and (ii) force‑majeure events.

3.3 AstrisNexus may modify the Platform, provided core functionality is not materially reduced. Material changes are notified at least  30 days in advance.

3.4 The Platform uses AI modules (Astris™ and Nexus™) to generate investment documentation and to suggest relevant counterparties. On written request, AstrisNexus will provide a concise summary of the main parameters underlying such AI outputs, without disclosing proprietary source code. Clients must apply their own human judgment before relying on any AI-generated material.

3.5 Access to the full Engagement Suite is subject to prior acceptance of a deal-specific non-disclosure agreement (NDA) via the Platform. This requirement does not apply to Teasers.

3.6 AstrisNexus provides curated introductions via the Platform based on the Client’s profile, strategy, and readiness. Such introductions are limited to enabling relevant parties to connect and do not include negotiation, representation, or execution of any transaction. AstrisNexus does not act as a broker, adviser, or intermediary, and does not provide investment, legal, or financial advice. All engagement and investment decisions rest solely with the Client.

4. Eligibility

4.1 Users must be at least 18 years old, capable of entering into legally binding contracts and, where acting on behalf of a legal entity, represent and warrant that they are duly authorised to bind that entity. This warranty is continuous: the User confirms that such authority remains in force and undertakes to notify AstrisNexus immediately—and to cease all Platform use—if that authority is revoked or otherwise terminates.

4.2 Investors represent and warrant that they qualify as (i) an “accredited investor” as defined in Rule 501 of US Regulation D if domiciled in the United States, and (ii) a “professional client” (or equivalent “professional investor”) within the meaning of Directive 2014/65/EU (MiFID II) if domiciled in the European Union, the European Economic Area or the United Kingdom.

4.3 Companies and Advisors must be incorporated or domiciled in the European Union, European Economic Area, United Kingdom or Switzerland. AstrisNexus may refuse or suspend access if this geographic requirement is not met.

4.4 AstrisNexus may refuse or suspend access at its sole discretion if eligibility criteria are not (fully) met.

4.5 Companies must meet minimum eligibility thresholds as determined by AstrisNexus, which may include factors such as revenue history, operational maturity, or strategic fit. AstrisNexus does not support Companies seeking pre-seed or seed funding, angel investment, or similar early-stage capital.

5. Access & Acceptable Use

5.1 AstrisNexus grants the Client a non-exclusive, non-transferable, revocable licence to use the Platform for its internal business purposes. The Client may allow its authorised Users to access the Platform under this licence, provided they comply with these Terms.

5.2 Login credentials are personal and may not be shared. Users must promptly notify AstrisNexus of any unauthorized access.

5.3 Users shall not:

1. reverse‑engineer, decompile or scrape the Platform;

2. bypass technical controls;

3. upload malware or unlawful content;

4. harvest data or use automated “spider” tools;

5. infringe third‑party rights or applicable law;

6. use the Platform to provide services to unauthorised third parties;

7. use the Platform in violation of applicable export-control, sanctions or trade laws.

5.4 AstrisNexus may suspend access for breaches or security risks and will lift the suspension once the issue is cured.

5.5 Clients may not use the Platform to circumvent professional or regulatory obligations applicable to them. Where introductions are made via the Platform, Clients remain responsible for ensuring compliance with applicable legal, professional, or licensing requirements in their own jurisdiction.

6. International Use & Local‑Law Compliance

6.1 The Platform is controlled from the Netherlands and may not be lawful in every jurisdiction. Each User is solely responsible for complying with all applicable local, state, national and foreign laws, rules and regulations—including securities laws—while using the Platform.

6.2 Users represent that they are not (a) located in, or a national of, a country or region subject to EU, UN or US comprehensive sanctions, or (b) listed on any EU or US government‑issued restricted‑party list.

6.3 Clients acknowledge that AstrisNexus does not provide investment services or conduct regulated activities in any jurisdiction. Use of the Platform is subject to local law compliance, including any restrictions on introductions, referral fees, or advisory mandates. AstrisNexus disclaims responsibility for violations arising from misuse of the Platform in regulated contexts.

7. Helpdesk & Support

7.1 Standard support: Monday–Friday, 09:00–17:00 CET (ex Dutch public holidays).

7.2 Incidents must be reported via the helpdesk with sufficient detail to reproduce the issue.

7.3 Work necessitated by misuse or unauthorised modifications may be charged at AstrisNexus’s prevailing rates.

8. Additional User Obligations

Users are responsible for:

1. reliable internet access and compatible hardware;

2. ensuring that uploaded Documentation is lawful, accurate and free of third‑party rights;

3. obtain all legal bases and consents for personal data processing;

4. maintaining adequate information‑security controls on their own systems;

5. notifying AstrisNexus after signing a definitive agreement that results in a transaction introduced through the Platform, to enable any Success-Fee calculations in accordance with Section 10;

6. ensure they have the necessary rights or authorisation from the Client to upload and use any Documentation on the Platform for the purposes of the Services.

9. Data Protection & Security

9.1 Personal Data is processed in accordance with AstrisNexus’ Privacy Policy and, where applicable, the Data Processing Agreement (“DPA”).

9.2 AstrisNexus maintains ISO 27001-certified controls, encryption in transit and at rest, and least-privilege access, as described in the Privacy Policy.

9.3 On written request, AstrisNexus will provide a list of current sub-processors.

9.4 Deletion, retention and international-transfer mechanisms are governed by the Privacy Policy and DPA.

10. Fees, Fixed Fees & Conditional Success Fees

10.1 Fees are specified in the Agreement and are payable by the Client. Unless expressly stated otherwise, all fees are denominated in euros and exclusive of applicable taxes. Value Added Tax (VAT) applies at the Dutch statutory rate for Clients established in the Netherlands. For Clients established outside the Netherlands, the reverse-charge mechanism under EU VAT rules or applicable local tax rules will apply. For Clients located in the United States, sales tax may apply as required by local law. Except as expressly stated, all fees are non-refundable.

10.2 Access to Services or features may require advance payment via secure online checkout. Access is granted only upon full payment. By completing the payment, the Client confirms agreement to any applicable terms. AstrisNexus is not obligated to provide access until payment is confirmed.

10.3 Invoices are due within 30 days of the invoice date. Late payments accrue statutory commercial interest (Art. 6:119a BW). AstrisNexus may suspend services until payment is received.

10.4 A Success Fee is payable only if expressly agreed in writing. It does not apply to standard Services. Where applicable, the Client shall:

1. notify AstrisNexus of a consummated transaction within ten (10) business days;

2. provide transaction details necessary for fee calculation;

3. pay the Success Fee within the payment term stated on the invoice.

Failure to report may result in reimbursement of investigation costs, subject to a minimum of €1,000.

10.5 Fixed fees payable by Companies cover access to the Services. Introduction Fees charged to Advisors and Investors are fixed, tier-based platform charges derived from average deal size and role-specific benchmarks; none of these fees are success-based, constitute commissions or transaction fees, or depend on engagement, investment, commitment, or closing.

10.6 Success-based fees may only be applied where permitted by law and applicable professional or regulatory rules. The Client is solely responsible for ensuring compliance with any disclosure or supervisory obligations in its own jurisdiction.

10.7 If an Investor or Advisor was already aware of an Opportunity prior to gaining access via the Platform, they must notify AstrisNexus within two (2) business days of the introduction by emailing support@astrisnexus.com. The notice must include reasonable supporting evidence of prior knowledge. If timely and substantiated notice is provided, AstrisNexus may waive the applicable Introduction Fee at its sole discretion. If no notice is received within the stated period, the Opportunity is deemed newly introduced via the Platform and all related fees remain due in full.

11. Ownership, Usage Rights & Intellectual Property

11.1 All documents, files and other materials uploaded by the Client (including but not limited to financial statements, pitch decks, strategic plans and legal documentation) remain the sole property of the Client. AstrisNexus does not claim ownership of these materials.

11.2 By uploading documents to the Platform, the Client grants AstrisNexus a non‑exclusive, royalty‑free and revocable licence to access, store, use, analyse and process those materials solely for the purpose of delivering the services contemplated by the Agreement. The licence:

1. is non‑transferable except to sub‑processors strictly required for service delivery;

2. terminates automatically upon deletion of the materials under Section 9.6 or upon expiry/termination of the Agreement; and

3. prohibits AstrisNexus from sharing, publishing or otherwise distributing original Client documents without the Client’s explicit written consent.

Further information on analytics and model-training safeguards is provided in the Privacy Policy.

11.3 Documents created by AstrisNexus (including but not limited to Teasers, Company Profiles, Investment Proposals and Market Reports) using Client‑provided data, publicly available information and AstrisNexus proprietary technology are considered jointly developed content.

1. The Client receives a perpetual, royalty‑free licence to use, reproduce and distribute such output materials for investment and internal purposes.

2. AstrisNexus retains ownership of its proprietary templates, algorithms, methodologies and (AI‑)generated insights employed to produce the materials.

12. Confidentiality

12.1 Each party shall keep Confidential Information strictly confidential and use it only for the performance of the Agreement.

12.2 The confidentiality obligation does not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) was lawfully known to the receiving party before disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained from a third party who is not, to the recipient’s knowledge, under a duty of confidentiality.

12.3 The confidentiality obligation survives five (5) years after termination, or indefinitely for trade secrets.

12.4 AstrisNexus may reference the Client’s name and display its corporate logo on the AstrisNexus website, in investor‐facing presentations and in other marketing materials by default. The Client may opt‑out of such publicity at any time by giving written notice (email suffices). Upon receipt of an opt‑out notice, AstrisNexus will cease using the logo in new materials and will remove the logo from its website within fourteen (14) days.

13. No Advice & Regulatory Status

13.1 The Platform outputs are provided for informational purposes only. AstrisNexus is not (a) an investment bank or broker‑dealer registered under the US Securities Exchange Act of 1934, (b) authorised under MiFID II to execute securities transactions, or (c) a legal, M&A, tax, financial or any other professional adviser.

13.2 Any Success Fees constitute consideration for platform facilitation and not for arranging or effecting securities transactions.

13.3 Users remain solely responsible for obtaining independent professional advice and for their own decisions or omissions.

13.4 AstrisNexus does not receive, handle, or transmit funds or securities on behalf of Clients and does not negotiate or structure transactions. Any introductions facilitated are informational and non-binding, with no obligation on any party to proceed. AstrisNexus receives compensation solely for preparatory services and for making curated introductions, not for the execution or success of any investment or engagement.

13.5 All Clients are responsible for compliance with applicable professional conduct rules, including those governing referral fees, conflict of interest disclosures, and independence. AstrisNexus disclaims any responsibility for non-compliance by Clients in their respective domains.

14. Disclaimer of Warranties

THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND—EXPRESS, IMPLIED OR STATUTORY—INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON‑INFRINGEMENT.

Some jurisdictions do not allow the exclusion of implied warranties; in such case, warranties are limited to the minimum required by law.

15. Liability

15.1 AstrisNexus’s aggregate liability, whether in contract, tort (including negligence) or otherwise, is limited to (i) the total fees paid by the Client in the 12 months preceding the event giving rise to liability or € 7,500—whichever is higher.

15.2 AstrisNexus is not liable for indirect or consequential damages, including lost profits, loss of data or business interruption.

15.3 Nothing limits liability for death, personal injury, fraud or wilful misconduct.

16. Indemnification

The Client shall indemnify, defend and hold harmless AstrisNexus, its affiliates and personnel against third-party claims arising from (i) User and/or Client content, (ii) the User’s or Client’s breach of the Agreement, or (iii) infringement of third-party rights by the User or Client.

17. Term, Termination & Exit

17.1 Unless agreed otherwise, the Agreement runs for an initial 12‑month term and renews automatically for successive 12‑month periods.

17.2 Either party may terminate at the end of the then‑current term with at least 30 days’ written notice.

17.3 Either party may terminate immediately for (i) material breach not cured within 20 days, or (ii) insolvency.

17.4 Upon termination:

1. Platform access ceases;

2. Within 30 days after termination the Client may request a machine-readable export of its data. Further details on deletion timelines are set out in the Privacy Policy.;

3. AstrisNexus may charge reasonable costs for extended retention or assisted migration.

17.5 Sections that by nature survive (including confidentiality, IP, disclaimers, liability, indemnification, Success‑Fee obligations) continue in effect. For more information on how personal data is handled upon termination, please refer to our Privacy Policy.

18. Amendments & Notices

18.1 AstrisNexus may amend these Terms by giving 30 days’ notice via the Platform or email. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms. If the Client objects and the parties cannot agree, the Client may terminate with effect from the change date.

18.2 All notices under the Agreement may be given by email unless mandatory law requires another form. The Client must keep its designated notification email address accurate and up to date.

19. Governing Law & Dispute Resolution

19.1 The Agreement is governed exclusively by Dutch law.

19.2 Parties shall attempt to resolve disputes amicably. If unresolved, disputes shall be finally settled by the competent court of Amsterdam, the Netherlands.

20. Limitation Period

Any claim arising out of or related to the Agreement must be brought within one (1) year from the date on which the claimant first became aware—or should reasonably have become aware—of the facts giving rise to the claim, failing which the claim is permanently barred, except where a longer period is mandatorily prescribed by law.

21. Miscellaneous

21.1 If any provision is held invalid, the remaining provisions remain in force.

21.2 The Agreement supersedes all prior discussions relating to its subject matter.

21.3 Neither party may assign the Agreement without the other’s written consent, except that AstrisNexus may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

21.4 Nothing in the Agreement creates an agency, partnership or joint venture.

21.5 Neither party is liable for failure to perform due to events beyond its reasonable control, including acts of God, epidemics, war, terrorism, labour disputes or cloud‑provider outages.

21.6 The controlling language of these Terms is English; translations are for convenience only.

If you have any questions about these Terms or your Agreement with AstrisNexus, please contact our legal team at legal@astrisnexus.com.