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A: TERMS OF USE AND NON-DISCLOSURE AGREEMENT

 

1. Introduction: The Summit Platform (Platform) provides certain bespoke technological functionality that may enable users to conclude transactions. The parties undertake to honour these terms in addition to the general.

2. Parties: The parties to this agreement are you/ the entity/ person that intends to raise funding; exit an investment or utilise Summit services (”Investee/ Discloser/ You”), and Summit Deals UA (”Summit”) and the successors in title of such parties (“Parties”). You can contact Summit by email at support@summit.deals, or by mail to Hilversum Arena Business Park , 1st floor, Olympia 1D, Hilversum, North Holland 1213NT, Netherlands and email: sierra@summit.deals.

3. Non-Circumvention: The Investee unconditionally acknowledges that if it gained access to information of a Funder and/or the identity of such Funder on the Platform that it will not directly or indirectly circumvent or attempt to circumvent Summit to conclude a transaction with the Funder by not utilising the Platform functionality. The objective of this clause is to ensure that Summit will be able to collect its success fees on concluded transactions.

4. Use and Abuse of Platform: The Platform is strictly for approved users engaging on Platform and may not be used for any other purpose. You are solely responsible for any content you post or publish and will be personally liable for any claims related to negligence, defamation, intellectual property infringement, privacy violations, or other legal disputes. You must not post or share any content that is illegal, offensive, inaccurate, misleading, defamatory, or fraudulent. If we determine that any content you publish harms our reputation or the goodwill of the Platform, we may take action at our discretion, including removing the content and terminating your account without notice. Subject to the confidentiality provisions in this agreement when sharing content from our Platform externally, including on social media, you must not spam, post in inappropriate forums, or make false, misleading, defamatory, or fraudulent statements about our Platform. You are prohibited from soliciting login credentials or attempting to access another user’s account.

5. Term: Unless otherwise agreed, the term of the engagement between the Parties shall be the term/ duration selected by you being a period of 6 months (or 12 months if selected by you) from conclusion of this agreement which term will be automatically extended until (i) the conclusion of a transaction following an active engagement with a potential funder/ commercial party, introduced to you on the Platform, or (ii) the unconditional failure of such transaction (”Term”). In the event of other, non-fundraising services and functionality provided by the Platform, this agreement will endure on a month-to-month basis with either party being able to terminate with 30 days prior notice.

6. Non-disclosure and confidentiality: Summit agrees to protect the Confidential Information uploaded on the Platform with reasonable care to be stored and handled in such a way as to prevent unauthorised disclosure or access.

7. Fees for using the Platform: Save for the Success and License Fees referred to below the Investee may onboard and and gain access to the Platform at no charge to the Investee. License fees may be payable for the use of Summit AI Sherpa, deal management and other functionality in terms of the Summit Licence Agreement 2.0 that can be provided to the Investee on request.

8. Success Fee: A Success-based fee shall be payable by the Investee to Summit calculated on the gross value of all transactions between the Investee and the Investor as users of the Platform that relate to funding, the sale/exchange of equity/securities, debt, assets disposed of, or any other financial instruments exchanged (”Value”). Payment will be due and payable immediately once Value has been exchanged or transferred, whichever occurs first. If transactions are done in more than one tranche, then the success fee will be paid in respect of the Value of each tranche. All payment due by the Investee to Summit shall be payable immediately upon invoice calculated on the following Values on a success fee (excluding Vat) basis: 

   1. All Instruments/ Assets except Debt

      1. 2,8 % on the first €5 million

      2. 2,5 % on the next €5 million

      3. 2% on the next €5 million

      4. 1,5% on the next €5 million

      5. 1% on the next €5 million

      6. 0,5% thereafter

   2. Debt​

      1. 1% on the first €10 million

      2. 0.75% on the second €10 million

      3. 0.5% thereafter

9. ​Payment of Fees: The Investee hereby unconditionally and irrevocably authorises Summit to collect the success fees payable by the Investee to Summit directly from the Funder from the first proceeds of the funding and the Investee undertakes to authorise the Funder in writing to pay the success fee to Summit. The Investee shall remain obliged to pay the success fee so to Summit, should the Funder refuses or neglect to pay the success fees to Summit.

10. Warranties and Indemnity: Summit, including its affiliated entities, advisors’ executives, employees, and advisors (Summit Indemnified Parties) do not give any warranty or guarantee with regards to any information published on the Platform, services rendered or the performance of the Platform including the probability of raising funding (Summit Performance). The Summit Indemnified Parties will have no liability of any nature, to You or any party that You represent, whether in contract, delict or otherwise, for any losses, damages, costs or expenses (“losses”) whatsoever and howsoever caused arising from or in any way connected with the Summit Performance, except where such losses are caused by its gross negligence or wilful default. In any event, Summit’s total aggregate liability for any claim whatsoever arising as a result of the Summit Performance or lack thereof shall be limited to and shall not exceed an aggregate (inclusive of costs) amount to € 5,000. No recourse shall exist against the estates of the individual executives, employees, and advisors of Summit Indemnified Parties.

11. Breach and Termination: Should the Investee fail to punctually, partially or at all comply with any of its obligations in terms of this agreement, Summit shall be entitled, in addition to all other rights that it may have, to issue a notice calling on the Investee to remedy any such default within 5 (five) working days. If the Investee fails to satisfactorily remedy such default, Summit shall be entitled, in addition to any other rights and remedies that it may have, including the right to recover damages, including direct, indirect and consequential damages, to: (i) claim specific performance; or (ii) terminate this agreement, such termination to be effective from the date stipulated in the termination notice delivered to the Investee or, in the event that no termination date is stipulated in such notice, immediately upon delivery of such notice to the Investee.

12. Notices: The parties choose their physical addresses submitted to each other as the address where they will receive all communications an notices (legal or otherwise);

13. Legal Costs: Any party successfully enforcing or defending its rights in terms of this agreement and/or statement of work shall be entitled to all legal cost as between attorney and own client (including counsel’s fees), tracing fees and/or collection charges and/or disbursements and/or fees of whatever nature and shall be payable by the other party on demand.

14. Severability: any provision in this agreement which is or may become illegal, invalid or unenforceable shall be severed from the balance of this agreement without invalidating the remaining provisions thereof or affecting the validity or enforceability of such remaining provisions.

15. Entire Agreement: save as expressly provided for herein, this agreement constitutes the entire contract between the parties and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been made by any of the parties or on their behalf except as are recorded herein.

16. No Waiver: save as expressly provided for in this agreement, no relaxation, waiver, extension of time, indulgence or latitude which any party (“the grantor”) may show, grant or allow to another (“the grantee”) shall in any way constitute a waiver by the grantor of any of the grantor’s rights in terms of this agreement and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter;

17. Conflict: In the event of conflict between these Terms of Use and the Summit Platform Terms of Use, or any other agreements between the parties the terms within these Terms of Use will prevail, to the extent that the conflict provision is legitimate.

18. Jurisdiction and Notice: This agreement shall be governed and interpreted in accordance with the substantive laws of the Netherlands, and the agreement will be subject to the non-exclusive jurisdiction of the courts in Amsterdam.

19. No Amendment: No amendment to this agreement shall be valid unless reduced to writing and signed (digitally or physically) by the parties.

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B: THE CONFIDENTIAL INFORMATION

1. For the purpose of this agreement:

   1. “Confidential Information” means all proprietary information disclosed by the Discloser, that may reasonably be regarded as confidential, being information not in the public domain, whether such information is oral or written, recorded or stored by electronic, magnetic, electro-magnetic or other form or process, or otherwise in a machine-readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, originated or obtained by, or coming into the possession, custody, control or knowledge of either Party, including but without being limited to all trade connections and information disclosed to the other party.

   2. but does not include information and trade connections which –

      1. is or hereafter becomes part of the public domain, otherwise than as a result of a breach or default of either Party or of a representative or affiliate of such Party in breach;

      2. can be shown to have been lawfully in the possession of a Party or its affiliates prior to its disclosure and that the party transacted with such trade connection;

      3. is acquired by a Party or its affiliates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the information directly or indirectly under a confidentiality obligation from the divulging party or its affiliates; or

      4. is disclosed or released by a Party to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange; provided that, in these circumstances, such Party shall advise the divulging Party by written notice prior to (where legally permissible) any such disclosure, where at all possible and advise the divulging Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that such Party will afford the divulging party reasonable opportunity, if possible, to intervene in the proceedings, and disclose only that portion of the information which it is legally required to so disclose; and such Party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent lawfully possible in the circumstances (and the Party shall co-operate with the divulging party if the divulging party elects to contest any such disclosure).

   3. “Trade Secrets” means any information belonging to the Discloser (including but not limited to trade and business) which derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

 

C: DISCLOSURE OF CONFIDENTIAL INFORMATION

1. Summit shall take the necessary steps to ensure that all its officers, employees, agents, and advisors acting on its behalf or engaged in the consideration, evaluation, and negotiation of the Proposed Engagement and any related due diligence investigation of the business and affairs of the Discloser, are aware of the provisions of this agreement and shall ensure compliance with this agreement.

2. Summit will only utilise the Confidential information in accordance with this agreement, the functionality of the Platform functionality, its terms and Conditions, and the Summit Privacy Policy.

 

D: TITLE

1. The Discloser shall retain all rights, title, and interest in and to the Confidential Information and it is acknowledged that all intellectual property, that subsists in the Confidential Information, including rights to improvements and developments, shall belong to the Discloser and remain its exclusive property. The term “intellectual property” shall include but shall not be limited to inventions, whether patentable or not, patents, trademarks, copyrights, know-how, and trade secrets.

 

E: STANDARD OF CARE

1. Summit agrees to protect the Confidential Information with reasonable care to be stored and handled in such a way as to prevent unauthorised disclosure or access.

 

F: RETURN OF CONFIDENTIAL INFORMATION

Unless otherwise agreed in a transaction with an Investor or third parties, the Discloser shall be entitled to delete any and/or all disclosed Confidential Information by providing Summit with 14 days’ notice, in which event Summit will delete all information from the Platform.

1. EXCLUDED INFORMATION

   1. The obligations pursuant to this agreement shall not apply to the Confidential Information if -

      1. a Party can show by way of written record that the Confidential Information was in the possession of the Party, prior to disclosure thereof;

      2. the Confidential Information is or becomes publicly known, otherwise than as a consequence of a breach of this agreement or of any action of the Party concerned;

      3. it can be proved that the Confidential Information has been rightfully received by the applicable Party from a third party without a breach of a duty or obligation of confidentiality of which the third party or the disclosing Party was aware;

      4. the Confidential Information was independently developed by a Party, or third party as proven by its written records;

      5. the Confidential Information is disclosed by a Party to satisfy a legal demand by a competent court of law or governmental body, provided however that in such circumstances, the Party concerned shall advise the Party who made the disclosure prior to such mandatory disclosure, as far as it is reasonably possible, so that the Party who disclosed the Confidential Information has an opportunity to defend, limit or protect itself against such production or disclosure. The Party concerned shall disclose only that portion of the Confidential Information which is legally required to be disclosed and shall exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any part of the Confidential Information required to be disclosed.

2. General

   1. Notices: The parties choose their physical addresses submitted to each other as the address where they will receive all communications an notices (legal or otherwise)

   2. Legal Costs: Any party successfully enforcing or defending its rights in terms of this agreement and/or statement of work shall be entitled to all legal cost as between attorney and own client (including counsel’s fees), tracing fees and/or collection charges and/or disbursements and/or fees of whatever nature and shall be payable by the other party on demand.

   3. Severability: any provision in this agreement which is or may become illegal, invalid or unenforceable shall be severed from the balance of this agreement without invalidating the remaining provisions thereof or affecting the validity or enforceability of such remaining provisions;

   4. Entire Agreement: save as expressly provided for herein, this agreement constitutes the entire contract between the parties and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been made by any of the parties or on their behalf except as are recorded herein;

   5. No Waiver: save as expressly provided for in this agreement, no relaxation, waiver, extension of time, indulgence or latitude which any party (“the grantor”) may show, grant or allow to another (“the grantee”) shall in any way constitute a waiver by the grantor of any of the grantor’s rights in terms of this agreement and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter;

   6. Conflict: In the event of conflict between these Terms of Use and the Summit Platform Terms of Use, or any other agreements between the parties the terms within these Terms of Use will prevail, to the extent that the conflict provision is legitimate.

   7. Jurisdiction and Notice: This agreement shall be governed and interpreted in accordance with the substantive laws of the Netherlands, and the agreement will be subject to the non-exclusive jurisdiction of the courts in Amsterdam.

   8. No Amendment: No amendment to this agreement shall be valid unless reduced to writing and signed by the parties.

 

G: IMPORTANT AI NOTICE

By using the Summit “AI Sherpa” service, you acknowledge and agree to the following terms:

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1. Scope of Service:

   Our AI Sherpa service employs advanced machine learning algorithms—including proprietary solutions integrated with industry-leading AI models (such as those provided by Anthropic, OpenAI, and other major AI technology providers)—to analyze, extract, and process information from documents submitted by you. This processing may include, but is not limited to, natural language understanding, data extraction, automated summarization, and other analytical tasks.

2. Accuracy and Limitations:

   While we continuously strive to deliver accurate and useful insights, the results provided by our AI Sherpa service are rendered on an "as is" basis. Due to the inherent complexities and limitations of automated processes, inadvertent errors, omissions, or misinterpretations may occur. You are solely responsible for independently verifying and validating the accuracy and completeness of any output.

3. Intellectual Property and User Content Ownership:

   You retain all rights, title, and interest in and to your submitted documents and content. By utilizing this service, you grant us a limited, non-exclusive, royalty-free, and revocable license to use, store, and process your content solely for the purpose of providing, maintaining, and improving the AI Sherpa service. Notwithstanding the foregoing, any improvements or modifications to our AI models—even if derived from processing your documents—do not transfer any intellectual property rights to you.

4. Data Security, Retention, and Deletion:

   We process your data strictly in accordance with our Privacy Policy. Your data will be securely stored and retained only for the period necessary to provide the requested service or as required by law. Upon your request or at the conclusion of the processing, your data may be deleted or anonymized in line with our established retention policies.

5. User Responsibilities and Prohibited Use:

   You agree to submit only lawful, non-infringing, and appropriate content for processing. You further agree not to use the service in any manner that violates applicable laws, infringes on third-party rights, or otherwise breaches these terms. Misuse of the service—including submitting data that contains unauthorized sensitive personal information—may result in the suspension or termination of your access.

6. Feedback and Model Improvement:

   Any feedback, suggestions, or insights you provide in connection with our service may be used to enhance and improve our underlying AI models, including those powered by industry-leading technologies from providers such as Anthropic, OpenAI, and others. Feedback is accepted on a voluntary basis and without any obligation of confidentiality or compensation.

7. Third-Party Involvement and Integrations:

   Our AI Sherpa service may incorporate third-party service providers and integrations, including popular AI models from providers like Anthropic, OpenAI, and other leading technology firms. These third parties are bound by their own policies, and your data may be processed by them in accordance with those policies. Your use of our service constitutes your consent to such third-party processing.

8. Compliance with Laws and Export Restrictions:

   You agree to comply with all applicable local, national, and international laws, including export control regulations and trade restrictions, when using our AI Sherpa service. You further confirm that your use of this service does not violate any such laws or regulations.

9. Disclaimer of Warranties and Liability:

   This service is provided without any warranties, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose. In no event shall our company, its affiliates, or their respective officers, directors, employees, or agents be liable for any direct, indirect, incidental, consequential, or special damages arising from or in connection with your use of the service—even if advised of the possibility of such damages.

10. Indemnification:

    You agree to indemnify, defend, and hold harmless our company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, or expenses (including legal fees) arising from your use of the AI Sherpa service or any breach of these terms.

11. Modifications and Termination:

    We reserve the right to modify, suspend, or terminate the AI Sherpa service—or any portion thereof—at any time, with or without prior notice. Continued use of the service following any such modification constitutes your acceptance of the revised terms.