1. NATURE AND PURPOSE OF THE PORTAL

1.1 The Portal is an administrative platform that enables selected individuals to subscribe for shares issued by KiiBase Ltd in connection with its KiiBank business operations.

1.2 The Portal does not constitute:

• A public offering of securities
• A prospectus
• A financial promotion to the general public
• A trading platform or exchange

1.3 The Portal does not provide:

• Secondary market services
• Liquidity mechanisms
• Matching of buyers and sellers

1.4 Access to the Portal is restricted and controlled. Participation is subject to approval at the sole discretion of the Company.

2. ELIGIBILITY AND ACCESS

2.1 Access to the Portal is limited to individuals who:

• Are capable of entering into legally binding agreements; and
• Meet any eligibility criteria imposed by the Company.

2.2 The Company may restrict access based on:

• Jurisdiction
• Regulatory considerations
• Internal policies

2.3 The Portal is not intended for use in any jurisdiction where its use would be unlawful.

2.4 Registration does not confer any right to participate in any share subscription.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Users must provide accurate, complete, and up-to-date information.

3.2 The Company may require identity verification, including AML and KYC checks.

3.3 The Company may suspend or reject any account at its sole discretion.

3.4 Users are responsible for:

• Maintaining confidentiality of login credentials
• All activities conducted through their account

3.5 The Company shall not be liable for unauthorised access resulting from user failure to secure account details.

4. PRIVATE OFFERING STATUS

4.1 Any share offering conducted via the Portal is a private offering.

4.2 No content on the Portal constitutes:

• An invitation to the public
• A general solicitation
• An offer to any person in any jurisdiction where such offer would be unlawful

4.3 The Company may impose:

• Eligibility requirements
• Investment thresholds
• Participation restrictions

at its sole discretion.

5. NO ADVICE AND NO RELIANCE

5.1 Nothing on the Portal constitutes:

• Financial advice
• Investment advice
• Legal or tax advice

5.2 Users must seek independent professional advice before making any investment decision.

5.3 Users acknowledge and agree that:

• They have not relied on any representation, statement, or communication other than official materials provided by the Company; and
• Any informal or third-party communication is not authorised by the Company.

6. THIRD-PARTY INTRODUCERS

6.1 Users may have been introduced to the Portal by third parties.

6.2 The Company:

• Does not authorise third parties to provide investment advice
• Does not accept responsibility for statements made by third parties

6.3 Users acknowledge that:

• Any third-party communication is independent of the Company
• The Company is not liable for any such communication

7. INVESTMENT RISK DISCLOSURE

7.1 Investment in private company shares involves a high degree of risk.

7.2 Users acknowledge and accept that:

• They may lose the entirety of their investment
• Shares are illiquid
• There is no guaranteed return
• There is no public market for the shares

7.3 Past performance, if any, is not indicative of future results.

8. SUBSCRIPTION PROCESS

8.1 A subscription is not effective unless and until all of the following have occurred:

• (a) Completion of all required KYC and compliance checks
• (b) Execution of the applicable subscription agreement
• (c) Receipt of cleared funds by the Company
• (d) Formal approval by the Company
• (e) Entry of shares into the Company’s register of members

8.2 Submission of a subscription request or payment does not guarantee allocation.

8.3 The Company may:

• Accept
• Reject
• Scale back

any subscription at its sole discretion without providing reasons.

9. NO RIGHT TO ALLOCATION

9.1 Users acknowledge that:

• Submission of an application does not create any entitlement to shares
• The Company has absolute discretion in allocation decisions

10. PAYMENT AND REFUNDS

10.1 Payment instructions shall be provided by the Company.

10.2 Funds may be returned where:

• A subscription is rejected
• Regulatory or compliance issues arise

10.3 Timing of refunds, if applicable, shall be determined by the Company.

11. SHARE CHARACTERISTICS

11.1 Shares are issued by KiiBase Ltd.

11.2 Shares are subject to:

• The Company’s Articles of Association
• Applicable law
• Any subscription agreement

11.3 Shares are:

• Illiquid
• Non-transferable without Company consent

11.4 No secondary market exists.

12. VALUATION AND INFORMATION

12.1 Any valuation provided is:

• Internally determined
• Indicative only

12.2 No representation is made as to future value.

13. DIVIDENDS

13.1 Dividends, if any, are declared at the sole discretion of the Company.

13.2 No entitlement to dividends exists unless formally declared.

14. ELECTRONIC COMMUNICATIONS AND RECORDS

14.1 All communications may be delivered electronically.

14.2 The Company’s electronic records shall constitute conclusive evidence of:

• Transactions
• Approvals
• Share issuance

15. DATA PROTECTION

15.1 The Company processes personal data in accordance with applicable data protection laws, including GDPR.

15.2 Users consent to the processing of their data for:

• Compliance
• Administration
• Record-keeping

16. LIMITATION OF LIABILITY

16.1 The Portal is provided on an "as is" and "as available" basis.

16.2 The Company shall not be liable for:

• Loss of investment
• Loss of opportunity
• Indirect or consequential loss
• Reliance on information

16.3 Nothing excludes liability for:

• Fraud
• Death or personal injury caused by negligence
• Any liability that cannot be excluded under law

17. INDEMNITY

Users agree to indemnify the Company against any claims arising from:

• Breach of these Terms
• Misuse of the Portal
• False or misleading information provided

18. SUSPENSION AND TERMINATION

18.1 The Company may suspend or terminate access at any time.

18.2 Such action does not affect:

• Validly issued shares
• Existing legal obligations

19. AMENDMENTS

19.1 The Company may amend these Terms at any time.

19.2 Continued use of the Portal constitutes acceptance of updated Terms.

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms are governed by the laws of England and Wales.

20.2 The courts of England and Wales shall have exclusive jurisdiction.

21. ENTIRE AGREEMENT

These Terms, together with:

• The Company’s Articles of Association
• Subscription agreements
• Applicable policies

constitute the entire agreement.