Ownership Infrastructure Services Addendum

Issued by SkyL4rk Digital (PTY) LTD (SA) · SkyL4rk UK LTD (UK) · Effective on activation of Ownership Infrastructure Services on your Account

1. Additional Definitions

The following definitions apply in addition to those in the main Terms of Service:

2. Nature and Status of Ownership Units

Ownership Units are digital records of contractual rights established in the Founding Agreement. They are not independently constituted securities, shares, debentures, or financial instruments unless the Operator separately constitutes them as such under applicable law. The Founding Agreement is always the authoritative legal instrument. In the event of any conflict between a Smart Contract output and the Founding Agreement, the Founding Agreement prevails and the Operator must initiate a remediation Structural Event to correct the on-chain record.

3. Smart Contract Infrastructure

3.1 Deployment and Standard

TermsCon deploys ERC-20 (fungible) or ERC-721 (non-fungible) smart contracts on the Ethereum mainnet as backend infrastructure for Structural Event recording and Cap Table integrity verification. Deployment is performed by TermsCon upon Ownership Structure activation. Deployed contract addresses are recorded in the platform and available to the Operator on request.

3.2 Irreversibility

Once a Structural Event is confirmed on the Ethereum blockchain, it is permanent and irreversible. TermsCon cannot reverse, delete, or modify on-chain records. Errors in Structural Events must be corrected by executing a subsequent remediation Structural Event that reflects the correct position — subject to governance approval. Operators must review and confirm all Structural Event parameters carefully before authorising execution.

3.3 Agreement Primacy

Smart Contracts automate the recording of Structural Events as configured by the Operator. They do not interpret, validate, or enforce the legal terms of the Founding Agreement. TermsCon does not warrant that a Smart Contract configuration correctly reflects the Founding Agreement — this is the Operator's sole responsibility. If a Smart Contract records a Structural Event that does not reflect the agreed terms, the Founding Agreement governs the parties' rights and a remediation Structural Event must be executed.

3.4 Network Risk

TermsCon is not liable for:

• Delays, failures, or cost increases caused by Ethereum network congestion, protocol upgrades, or hard forks;
• Smart contract vulnerabilities arising from the Ethereum protocol or third-party dependencies outside TermsCon's direct control;
• Loss of access to the Ethereum network due to regulatory action against decentralised networks in any jurisdiction;
• Errors or bugs in TermsCon's Smart Contracts where TermsCon has taken reasonable steps to audit and test such contracts. TermsCon's liability in respect of Smart Contract errors is subject to the limitation of liability in the main Terms of Service.

3.5 Contract Versioning and Changes

TermsCon maintains version records of all deployed Smart Contracts. Material changes to Smart Contract architecture — including changes to token standards, contract logic, or the Trusted Forwarder address — will be communicated to Operators with at least 14 days' prior notice. Operators may object to material changes by notifying TermsCon in writing; continued use of the Ownership Infrastructure Services after the effective date constitutes acceptance.

4. ERC-2771 Meta-Transactions and Sponsored Gas

4.1 TermsCon as Trusted Forwarder

Where Sponsored Gas is enabled, TermsCon operates a Trusted Forwarder contract conforming to ERC-2771. This means TermsCon's infrastructure relays Holder-signed transactions to the Ethereum network and pays the associated gas fees on behalf of Holders. The Holder's cryptographic signature is verified by the recipient Smart Contract, which identifies the original signer via the ERC-2771 _msgSender() mechanism, ensuring the Holder's authorisation is intact and unmodified.

4.2 Scope of TermsCon's Authority as Trusted Forwarder

Acting as Trusted Forwarder, TermsCon:

• Cannot initiate, modify, or cancel any Structural Event without the Holder's prior cryptographic authorisation;
• Cannot access, transfer, or encumber any Holder's Ownership Units or wallet funds;
• Cannot alter the destination or parameters of a signed transaction — it submits the signed transaction as-is;
• Can only relay signed transactions and pay associated gas costs, which are then recovered through Sponsored Gas billing.

4.3 Gas Cost Recovery

Gas costs advanced by TermsCon as Trusted Forwarder are recovered through the Sponsored Gas / Managed Actions usage charge, billed at the rate set out in the applicable pricing schedule. Gas costs are estimated at submission time; actual costs depend on Ethereum network conditions at the moment of on-chain confirmation. Where actual gas costs materially exceed estimates due to exceptional network conditions, TermsCon reserves the right to pass through the excess cost to the Operator at actual cost, with prior notice.

4.4 Trusted Forwarder Availability

If the Trusted Forwarder service is temporarily unavailable:

• Structural Events are queued in the platform and submitted upon service restoration;
• No partial state changes will occur — a Structural Event either completes fully on-chain or does not execute;
• The Cap Table off-chain record reflects the last confirmed on-chain state until the queued event is confirmed;
• TermsCon will notify Operators of extended Trusted Forwarder outages (exceeding 4 hours) via email.

4.5 Trusted Forwarder Contract Address

The deployed Trusted Forwarder contract address is published in the platform documentation and version log. Changes to the Trusted Forwarder contract address require 14 days' prior written notice to all active Operators. After migration, transactions referencing the old Trusted Forwarder address will no longer be accepted by the recipient Smart Contracts.

4.6 External Wallet Direct Submission

Holders with External Wallets may elect to submit their own cryptographically signed transactions directly to the Ethereum network, bypassing the Trusted Forwarder. In this case, the Holder is solely responsible for gas fees and transaction submission. TermsCon will update the Cap Table upon confirmation of the on-chain transaction. Direct submission does not alter the governance approval requirements configured by the Operator.

5. Wallet Provisioning

5.1 Managed Wallets

TermsCon provisions Managed Wallets for Holders who do not hold their own External Wallet. In this capacity, TermsCon acts as a custodian only. TermsCon:

• Holds and manages private keys on behalf of the Holder using AES-256 encryption at rest;
• Does not invest, lend, stake, hypothecate, or otherwise use custodied assets for any purpose;
• Does not expose private keys in plain text to any TermsCon personnel;
• Will provide a minimum 90-day migration window for Holders to transfer to External Wallets in the event of platform discontinuation or service termination.

Managed Wallet custody does not constitute a financial services activity under the Financial Sector Regulation Act as TermsCon holds private keys solely to facilitate Structural Event execution on the Operator's platform and does not provide investment services.

5.2 External Wallets

Holders who provide an External Wallet address represent and warrant that:

• They have sole control and custody of the private keys associated with that address;
• The wallet address provided is correct and under their control at the time of provision.

TermsCon accepts no liability for: loss of private keys; wallet addresses provided in error; unauthorised access to External Wallets; or transactions executed to an incorrect address. Transactions sent to an incorrect wallet address are irreversible on the blockchain. TermsCon strongly recommends Holders verify wallet addresses through a secondary channel before any Structural Event is executed.

6. Governance and Structural Events

6.1 Governance Configuration

The Operator configures the governance rules for their Ownership Structure at setup, including approval thresholds for each type of Structural Event (e.g. unanimous Holder consent, simple majority, Operator-only approval). TermsCon executes Structural Events only upon receipt of a valid approval signal from the configured workflow. TermsCon does not validate whether the governance configuration reflects the Founding Agreement — this is the Operator's sole responsibility.

6.2 Structural Event Approval

Before any Structural Event is executed:

• All required approvals as per the governance configuration must be obtained;
• All affected Holders must hold valid, current Verilink KYC verification;
• Any applicable AML or sanctions screening must be completed and cleared;
• The Operator must confirm the event parameters in the platform dashboard.

TermsCon reserves the right to decline execution of a Structural Event where it has reasonable grounds to believe the event may constitute a breach of FICA, sanctions law, or applicable securities regulation.

6.3 Dispute Suspension

In the event of a bona fide Holder dispute communicated in writing to TermsCon by any party to an Ownership Structure, TermsCon may suspend the execution of further Structural Events affecting the disputed position pending resolution. Such suspension does not affect existing confirmed on-chain records. TermsCon is not liable for losses arising from a suspension made in good faith in response to a Holder dispute.

6.4 Event Fees

Structural Events attract usage fees in addition to any applicable Sponsored Gas charges, as set out in the pricing schedule published at assetTokenization.php. Fees are payable at the time of event execution and are non-refundable once the event has been submitted to the blockchain, regardless of outcome.

7. KYC, AML, and Regulatory Compliance

7.1 Holder KYC Requirement

All Holders must complete Verilink identity verification (KYC) before being recorded in any Cap Table or participating in any Structural Event. The Operator is responsible for ensuring Holder KYC is initiated and completed prior to onboarding. TermsCon will block Cap Table entry for any Holder whose KYC is incomplete, expired, or flagged.

7.2 AML and Sanctions Screening

All Holders are screened against AML, PEP, OFAC, and applicable global sanctions databases at the point of onboarding. Ongoing re-screening may occur at TermsCon's discretion or upon regulatory requirement. The Operator must not onboard any Holder who is a designated person under applicable sanctions legislation. TermsCon may terminate or suspend a Holder's access and notify relevant authorities where sanctions screening produces a confirmed match.

7.3 FICA Obligations

Where the Operator's Ownership Structure constitutes an "accountable institution" activity under FICA (for example, certain property syndications or investment structures), the Operator is solely responsible for registering with the Financial Intelligence Centre, implementing a compliant AML programme, and filing required reports. TermsCon's KYC and screening tools support but do not substitute for an Operator's FICA obligations.

7.4 Regulatory Changes

The regulatory treatment of digital ownership records and crypto asset infrastructure in South Africa is evolving. TermsCon will monitor regulatory developments and may amend these terms with 14 days' notice to reflect changes in applicable law, including FSCA guidance on CASPs, the Financial Markets Act, or the Financial Sector Regulation Act. Operators are advised to monitor FSCA publications independently and obtain legal advice on the impact of regulatory changes on their Ownership Structures.

8. Data Handling for Ownership Structures

8.1 On-chain vs Off-chain Data

TermsCon implements a strict data minimisation policy for on-chain records. The following data architecture applies:

8.2 Immutability and the Right to Erasure

On-chain records are permanent by the nature of the Ethereum blockchain. The right to erasure under POPIA and GDPR cannot be exercised in respect of on-chain data. By using the Ownership Infrastructure Services, Holders and Operators acknowledge this limitation. TermsCon mitigates privacy risk by ensuring all directly identifying personal information is stored exclusively off-chain. Erasure requests relating to off-chain data will be processed in accordance with the main Privacy Policy, subject to statutory retention obligations.

8.3 Retention Periods

9. Termination and Data Portability

On termination of an Account holding active Ownership Structures, TermsCon will provide a minimum 90-day data export window, during which the Operator may export:

• Complete Cap Table history in machine-readable format (CSV and JSON);
• All signed Founding Agreements and associated Documents;
• Full Structural Event audit logs;
• Wallet addresses and transaction hashes for all Structural Events;
• Managed Wallet migration assistance, enabling transfer of custody to External Wallets.

After the export window closes, off-chain platform data will be deleted in accordance with the retention periods above. On-chain records remain permanently on the Ethereum blockchain and are accessible independently of TermsCon.

10. Limitation of Liability — Ownership Services

In addition to the general limitation of liability in the main Terms of Service, the following specific limitations apply to Ownership Infrastructure Services:

• TermsCon is not liable for any loss arising from a Holder's loss of private keys to an External Wallet;
• TermsCon is not liable for irreversible on-chain transactions submitted in error by the Operator or any Holder;
• TermsCon is not liable for regulatory action taken against an Operator's Ownership Structure, including FSCA enforcement, FICA administrative penalties, or securities law enforcement;
• TermsCon is not liable for the legal enforceability of any Founding Agreement — Operators are responsible for obtaining independent legal advice;
• TermsCon is not liable for the tax consequences of any Structural Event for any party;
• TermsCon is not liable for losses caused by Ethereum network failures, smart contract bugs in the Ethereum protocol, or acts of third-party decentralised network participants.

The aggregate liability cap set out in the main Terms of Service applies to all claims arising under this Addendum.

11. Acceptance and Binding Effect