General Terms and Conditions of Layest FlexCo

These General Terms and Conditions ("GTC") apply to your use of the platform at www.layest.com (the "Digital Platform") as well as the use by other users of the platform (collectively, the "Users"). The Digital Platform is operated by Layest FlexCo, Tegetthoffstraße 7, 1010 Vienna, Austria ("Layest," "we," "us," or "our"). Layest is a digital service provider offering technical support and administrative services for conducting business activities and related services through the Digital Platform.

1.1 To use the Digital Platform and its services, you must register at www.layest.com and agree to these GTC by checking the appropriate box during the registration process.

1.2 You may save or print these GTC on a permanent data carrier by clicking here. The current version is always available in your personal user account ("Account") on the Digital Platform.

1.3 Layest offers the basic services of the Digital Platform (see section 3.1) exclusively based on these GTC. Deviating terms and conditions of users are not accepted, even if Layest provides services without expressly objecting to such conditions again.

These GTC apply to your use of the Digital Platform and the associated basic services. They remain in effect until termination in accordance with section 15.

3.1 Basic Services

3.1.1 The Digital Platform provides technical infrastructure enabling you to digitize, manage, and/or participate in investments in private assets. After successful registration and onboarding, you can use the following basic services:

i. Manage your account and input or modify personal data.

ii. Link your account with one or more investments that you digitize, manage, or participate in via the Digital Platform.

iii. View and monitor your investments. The scope of information provided depends on additional services (see section 3.2) and applicable service contracts (see section 9).

iv. Use communication functions of the Digital Platform to receive messages and documents from certain other users. Depending on the booked additional services, you may also send messages and documents to other users. Communication is subject to the Usage Policy (see section 7).

3.2 Additional Services

3.2.1 You may access further, separately agreed additional services ("Additional Services") via the Digital Platform. These are governed by a separate service contract (see section 9). Usage requires an active account and compliance with these GTC and the respective service contract conditions.

3.2.2 Third-Party Services: Additional services may reference or provide interfaces to third-party websites. Such services ("Third-Party Services") are subject solely to the terms of the respective provider. Layest assumes no responsibility for Third-Party Services.

3.2.3 No Legal or Tax Advice: Layest does not offer legal or tax advice. We recommend consulting qualified advisors when needed. Any recommendations or references to external consultants are made without liability and are based on separate agreements between you and the provider.

Use of the Digital Platform, basic services, and, if applicable, additional services is only permitted for users who meet the following conditions:

4.1 Business Users Only

4.1.1 Use is restricted to entrepreneurs as defined by § 1 of the Consumer Protection Act (KSchG). Consumers are expressly excluded. You must maintain entrepreneurial status throughout your use of the platform.

4.1.2 During onboarding, we collect information such as company name, industry, and your role. Further data including company register number, VAT ID, website, and address will be requested. You must confirm all investments are made knowingly and at your own risk. Changes affecting your status must be reported to Layest immediately.

4.1.3 As an entrepreneur, you may grant others access to your account. These "Authorized Users" are registered separately and may have read-only or editing rights. They are also subject to these GTC and additional user-specific terms.

4.2 Authorization to Represent If acting on behalf of a legal person or another individual, you must be authorized to do so throughout the entire usage period. Layest may request proof at any time.

4.3 One Account Per Person Only one account per natural or legal person is allowed. Layest reserves the right to close multiple accounts. Group or shared accounts (e.g., with group email addresses) are not permitted.

4.4 Account Registration Must Be Personal You may only register an account for yourself. Joint accounts (e.g., for spouses or inheritance communities) are not allowed. Registration must be under your real name.

4.5 Minimum Age: 18 Years Use of the Digital Platform is generally permitted only for individuals aged 18 or older. If under 18 during registration, explicit consent from legal guardians is required.

5.1 To open an account, you must provide certain information about yourself and, if applicable, about planned investments and your business status. An account can only be opened once you have submitted the required minimum information and successfully completed the Know-Your-Customer ("KYC") identification and verification process to the satisfaction of Layest. The decision on the successful completion of KYC rests solely with Layest.

5.2 Layest's KYC procedures are intended to ensure compliance with legal obligations, particularly those concerning the prevention of money laundering and terrorist financing. The required information is based on legal requirements and Layest's internal KYC policy. This includes, among others:

i. Full name according to official ID

ii. Residential address

iii. Nationality or nationalities

iv. Date and place of birth

v. Contact details (e.g., email address)

vi. For investments via a legal entity: company address, registration number, VAT number Depending on the extent of services used, Layest may request additional information, e.g., about special purpose vehicles (SPVs), beneficial owners, or legal representatives.

5.3 You are obliged to maintain a positive KYC status throughout your use of the platform. This means you must complete the KYC check during onboarding and respond to any further information requests within two (2) weeks. Layest is legally obligated to regularly update KYC data, especially when there are changes in your investments, status (e.g., becoming a politically exposed person), or the beneficial owners of your investment structure.

6.1 Layest has no influence over third-party content uploaded to or distributed via the platform ("Third-Party Content") and does not review it. Layest assumes no responsibility for the accuracy or completeness of such content.

6.2 Third-party content may include links or redirects to external websites or interfaces ("Third-Party Websites"). These are not controlled by Layest. Layest accepts no liability for the content or functions of such third-party websites.

6.3 For third-party content that you upload or distribute:

6.3.1 You are responsible for ensuring you are authorized to distribute such content, especially when linking or redirecting to third-party websites. Layest does not pre-screen such content.

6.3.2 Uploading or distributing content that infringes third-party rights—especially copyrights, trademarks, or trade secrets—or violates confidentiality obligations is prohibited. You must ensure you have all necessary rights to the content.

6.3.3 When uploading third-party content, you must ensure that you can grant Layest the necessary usage rights as outlined in section 13.

6.3.4 Uploading or sharing information about third parties—especially personal or confidential business information—without their explicit consent is prohibited. You are solely responsible for ensuring proper authorization.

6.4 Layest may remove third-party content that violates applicable laws or these GTC at any time.

7.1 Compliance with Legal Requirements
You must comply with all laws applicable to your activities on the Digital Platform—especially tax, regulatory, anti-money laundering, and sanctions laws. It is your responsibility to obtain legal and tax advice to understand your obligations.

7.2 Accuracy of Your Information
You are responsible for ensuring that all personal data and other information you provide—including for legal entities or co-investors—is complete, correct, and up to date. Changes must be updated via the platform without delay. Layest assumes no liability for the correctness or timeliness of user-submitted data.

7.3 Accuracy of Investment Data
All investment-related information that you manage, digitize, or participate in via the platform must be accurate and up to date. Changes must be reported immediately via the platform.

7.4 No Unlawful or Abusive Use
The platform must not be used for unlawful, fraudulent, or harmful purposes.

7.5 No Use for Competitive or Marketing Purposes
You may not use the platform or its content for competitive analysis, copying, or impairing the source code or for trademark infringement. Automated scraping is prohibited.

7.6 Use Only for Intended Purpose
The platform may only be used to digitize, manage, or participate in investments conducted via the platform. Any other use is not permitted.

7.7 Handling of Information
All information you provide or use via the platform must comply with legal, contractual, and internal obligations (e.g., confidentiality). Downloading or reuse is only allowed within these obligations.

7.8 Responsible Content and Use
Uploading or sharing unlawful, offensive, racist, discriminatory, pornographic, or obscene content is prohibited ("Prohibited Content"). Using the platform to create such content, send spam, or impersonate Layest (e.g., mimicking the interface or other intellectual property) is also prohibited.

You are obliged to keep your login credentials confidential at all times and not to share them with third parties. If third parties (e.g., authorized representatives or assistants) require access, a separate login must be requested through Layest. If you suspect unauthorized access, you must notify Layest immediately so that the account can be blocked and a new password issued.

9.1 Conclusion of a Service Contract
To use the basic and/or additional services, a separate service contract ("Service Contract") with Layest is required. Depending on the structure, this contract may be concluded with a special purpose vehicle, a holding company, an operating company, a startup, or another investor, or their legal representatives ("Contracting Party"). Typically, one Service Contract is concluded jointly for several users. Only the Contracting Party concludes the contract directly with Layest.

9.2 Provision of the Contract
If applicable, the concluded Service Contract will be made available to you via your account.

10.1 The registration of an account as well as access to the Digital Platform and the basic services is currently free of charge. Layest reserves the right to adjust these fees in the future. Changes will be made in accordance with Section 16 of these GTC.

10.2 Any fees for additional services are governed by the respective service contract. Payment is made by the relevant contracting party. If you are an investor or shareholder of an investment vehicle that is the contracting party, you will bear a proportionate share of the costs through that vehicle.

11.1 The Digital Platform and the content provided by Layest (e.g., information, templates, reminders, notifications — collectively "Layest Content") are created with the utmost care. However, Layest does not guarantee their accuracy, completeness, or timeliness at all times. Layest Content is largely based on user-provided information, especially when calculating investment performance. Incorrect or outdated information from users may result in inaccurate Layest Content. Any errors or disruptions should be reported to Layest promptly and as precisely as possible.

11.2 The Digital Platform may be temporarily unavailable, e.g., due to maintenance, internet outages, or technical issues. In such cases, access to the platform or its features may be restricted. Layest will, where possible, notify users of planned outages by email (sent to the address provided during registration) and strives to keep downtime as short as possible. If technical blocks occur, access will be restored as soon as possible. For any resulting damages, see Section 14.

11.3 To use the platform, you need an internet connection and a compatible device with an up-to-date web browser. Layest may update the technical requirements at any time to reflect current technology or for security reasons. You are responsible for maintaining these technical requirements. There is no entitlement to use older versions of the platform.

12.1 Although Layest ensures that only entrepreneurs with appropriate experience are granted access to the Digital Platform, it remains your responsibility to assess the financial, tax, and legal risks of each investment independently. Investments should only be made after thorough consideration and, if necessary, professional advice (e.g., from tax advisors or lawyers).

12.2 During onboarding and prior to each new investment, you must confirm that you fully understand and accept the respective risks.

12.3 In particular, you acknowledge and agree that:

12.3.1 a total loss of the invested capital is possible;

12.3.2 you may be personally liable, especially if your investment vehicle does not have limited liability;

12.3.3 investments in start-ups involve significant risks, such as lack of processes, unsuitable management, failure to meet revenue targets, or insolvency.

13.1 Unless otherwise stated in these GTC, all intellectual property rights to the Digital Platform and the Layest Content (including software, databases, trademarks, and copyrighted works) remain with Layest.

13.2 Layest grants you a non-exclusive, non-transferable, non-sublicensable, time-limited, and revocable right to use the Digital Platform and Layest Content solely for the purpose of using the basic and additional services in accordance with these GTC and any supplementary terms.

13.3 You grant Layest a non-exclusive, transferable, sublicensable, perpetual, and irrevocable right to use all information and content (including third-party content) that you provide via the platform, as required for the provision of services. This includes, in particular, processing, storing, and downloading data and documents, as well as using feedback to improve the platform.

13.4 You grant other users of the platform a non-exclusive, non-transferable, non-sublicensable, and time-limited right to use the information you provide, as needed to use the basic and additional services.

14.1 Layest and its affiliated companies ("Layest Group"), and their respective managing directors, employees, agents, representatives, subcontractors, legal successors, and other vicarious agents ("Layest Personnel") are not liable for any claims, damages, losses, costs, or expenses—of any kind, whether direct or indirect—arising in connection with these GTC or the provision of the basic and, where applicable, additional services of the Digital Platform ("Damages"), unless expressly stated otherwise in this section.

14.2 The limitation of liability under Section 14.1 does not apply to damages resulting from the breach of an essential contractual obligation ("Cardinal Duty") by Layest, a member of the Layest Group, or Layest Personnel. In such cases, liability is limited to damages that were foreseeable at the time of contract conclusion and typical for the type of contract. A Cardinal Duty is an obligation whose fulfillment enables the proper performance of the contract and on which the user may regularly rely.

14.3 Sections 14.1 and 14.2 do not apply to damages:

14.3.1 where mandatory statutory liability provisions apply (e.g., under product liability law);

14.3.2 where an explicit guarantee (under Austrian law) has been given;

14.3.3 in cases of culpable injury to life, body, or health caused by Layest, a member of the Layest Group, or Layest Personnel;

14.3.4 caused by gross negligence or intent. For vicarious agents (e.g., subcontractors), Layest is only liable for intentional conduct unless a Cardinal Duty was breached.

14.4 Layest is not liable for damages caused by force majeure. This includes, in particular, strikes, government orders, natural disasters, war, terrorist attacks, nuclear accidents, trade restrictions, epidemics or pandemics, communication network failures, or disruptions at telecommunications providers.

14.5 Both Layest and the user are required to take reasonable steps to mitigate damages. For users, this especially means regularly backing up data processed via the platform, as Layest does not offer data backup services. If Layest or a member of the Layest Group is liable for data loss, liability is limited to the cost of restoring the data from a proper backup.

15.1 These GTC are valid for an indefinite period.

15.2 Layest may terminate these GTC with immediate effect and without prior notice if:

15.2.1 the contracting party of a service agreement for additional services terminates that agreement or it expires or is terminated by Layest;

15.2.2 the contracting party fails to conclude a required service contract or to implement necessary changes despite two reminders;

15.2.3 fees under a service contract are not paid on time;

15.2.4 Layest has reasonable suspicion of unauthorized, unlawful, or fraudulent use of your account;

15.2.5 Layest has reasonable suspicion that the security or integrity of your account is compromised;

15.2.6 insolvency proceedings are initiated, applied for, or rejected due to lack of assets against you, Layest, or an affiliated company.

15.3 Layest may also terminate these GTC with fourteen (14) days' notice if:

15.3.1 you violate a provision of these GTC; or

15.3.2 your account has been inactive for at least fourteen (14) months and no active investments exist, unless you remedy the cause within fourteen (14) days ("grace period") of receiving the termination notice.

15.4 Notwithstanding section 15.3, Layest may terminate without a grace period for violations of non-essential obligations if a grace period would be unreasonable.

15.5 Layest may suspend access to the platform or deactivate your account:

15.5.1 for material breaches of these GTC;

15.5.2 under circumstances in 15.2.4, 15.2.5, or 15.2.6;

15.5.3 during the grace period under 15.3;

15.5.4 if necessary to prevent or mitigate damage. Suspension does not waive Layest's right to terminate. You will be informed of the suspension via email or in your account—preferably in advance, but at the latest immediately afterward.

15.6 You may request reactivation of a suspended account by emailing support@layest.com. Layest may lift the suspension if the reasons have been resolved and may require evidence or security measures.

15.7 If you do not use additional services, you may terminate the contractual relationship at any time via your account with thirty (30) days' notice by clicking the deletion button and confirming. If you use additional services, termination is only possible after the underlying service agreement ends.

15.8 The right to extraordinary termination for cause remains unaffected for both parties.

15.9 After termination, certain provisions remain in effect, especially Sections 14, 18, 19.1, and 19.2.

15.10 After the contract ends, your account will be deleted unless a legal retention obligation exists. Layest may retain data for up to four (4) weeks for security reasons. Further retention may occur if legally or regulatorily required (e.g., for tax or commercial reasons).

16.1 Layest may change or supplement these GTC at any time with effect for the future, in particular:

i. to adapt to legal or regulatory changes;

ii. to reflect technical developments of the Digital Platform;

iii. in the event of expansion or modification of the services offered;

iv. to adjust fees;

v. to correct errors.

16.2 You will be informed of changes at least fourteen (14) days before they take effect, via email or a notification in your account. A summary of the key changes will be provided.

16.3 You have fourteen (14) days from receipt of the notification to object to the changes in writing. If no objection is raised and you continue to use the platform, the changes are deemed accepted. This deadline will be explicitly noted in the notification.

16.4 In the event of an objection, Layest may terminate the GTC with thirty (30) days' notice. During this period, access to the platform may be restricted if technically or legally necessary.

17.1 Layest may contact you via email or through notifications in your account. Notifications are considered received three (3) business days after dispatch (depending on your place of residence). You are obligated to inform Layest of any change to your email address and to update it independently and proactively in your account.

17.2 Notifications to Layest in connection with these GTC must be sent to the following address: legal@layest.com

These GTC are governed by Austrian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). For all disputes arising from or in connection with these GTC, the court with subject-matter jurisdiction at the registered office of Layest FlexCo in Vienna shall have exclusive jurisdiction. Mandatory statutory jurisdictions, particularly for consumers, remain unaffected.

19.1 Data Protection:
Information on how Layest processes personal data can be found in our privacy policy. Consent to the privacy policy is a prerequisite for using the Digital Platform and its basic and additional services. You are responsible for ensuring that your use of the platform — especially when uploading or distributing data — complies with applicable data protection laws, particularly the GDPR.

19.2 Cooperation Obligations:
If Layest becomes subject to official proceedings or inquiries related to investments you are involved in, you agree to support Layest in addressing such matters. Upon request, you must provide Layest with all information necessary or reasonably required for legal compliance, provided this is legally permissible.

19.3 Translations:
Layest may provide translations of these GTC for informational purposes. In the event of discrepancies between the German version and a translated version, only the German version is legally binding.

19.4 Assignment of Rights:
Layest is entitled to transfer these GTC and the resulting rights and obligations to an affiliated company at any time. You will be informed of such a transfer.

19.5 Severability Clause:
If any provision of these GTC is or becomes invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that comes closest to its economic intent.