Terms, Conditions and General Policies - ELAF for Project Services

1.1 These Terms and Conditions constitute a binding agreement between the User and ELAF for Project Services, the owner and operator of the Platform, in relation to the use of the website, application, and all related services and features.

1.2 By using the Platform, creating an account, requesting to list a Project, applying to invest, or carrying out any transaction, the User acknowledges that they have read and understood these Terms and agree to be bound by them and by the policies and documents referred to herein.

1.3 If the User is acting on behalf of a company or other legal entity, the User represents that they are legally authorized to bind that entity to these Terms.

1.4 These Terms do not grant the User any right to carry on a regulated financial or investment activity, and do not constitute investment advice or a public offer of securities, except to the extent permitted by law and after satisfying the applicable regulatory requirements.

• Platform: the website, applications, systems, interfaces, databases, and digital services owned or operated by the Company.
• Company/Operator: the licensed legal entity that owns or operates the Platform, as stated in its licensing information.
• User: any person who uses the Platform, including the Investor, the Project Owner, and the Visitor.
• Investor: a natural or legal person legally qualified to invest according to the applicable investor category, limits, and regulatory requirements.
• Project Owner/Funding Applicant: the person or company presenting a Project or requesting funding through the Platform.
• Project: the commercial or investment activity presented on the Platform in accordance with the Project Documents.
• Investment: the amount, share, interest, or investment instrument acquired by the Investor under the legal structure adopted for the Project.
• Project Documents: the contracts, disclosures, investment form, project study, financial statements, risk disclosures, legal structure, shareholders' agreement, and any related documents.
• Project Management Fee: the consideration due to the Company or the managing entity for managing, following up on, and executing the Project, as specified in the Project Documents or the fee schedule and disclosed prior to commitment.
• Competent Regulatory Authority: the federal or local authority competent according to the nature of the activity and the place where it is carried out, including any authority responsible for regulating financial markets where applicable.
• Escrow Account: the account or mechanism required by law or by the regulatory authority, where applicable, to hold Investors' funds separately from operating funds.
• Business Day: any day on which banks and the competent authorities in the UAE are open for business, unless the law provides otherwise.

3.1 Depending on its license and adopted operating model, the Platform acts as a technical and organizational interface for listing Projects, connecting parties, and providing information and administrative and operational services related to the Project.

3.2 The Platform is not a bank, an insurance company, or a guarantee fund, and does not guarantee the success of any Project, the realization of profit, or the recovery of capital, unless the law expressly provides otherwise.

3.3 No content, financial projections, or return examples published on the Platform may be construed as a guarantee or promise of any future outcome.

3.4 The nature of each investment product, the ownership mechanism, the Investor's rights, and the mechanism for distributing profits, losses, and exit shall remain governed by the Project Documents, the contract, the law, and the applicable regulations.

• The User must have full legal capacity to contract and must satisfy the age, identity, residency or nationality, and investor category requirements prescribed by applicable laws and regulations.
• The Platform may refuse or restrict registration or investment where eligibility requirements are not met or where legal or regulatory restrictions exist.
• Where an investment is available only to specific categories, the User undertakes to provide documents proving eligibility for that category.
• The User may not use another person's account or allow a third party to use their account in a manner that circumvents verification procedures.

• The User undertakes to provide accurate, complete, and up-to-date information, and to update it whenever any change occurs.
• Creating multiple accounts to circumvent investment limits, verification requirements, or any other restrictions is prohibited.
• The User is responsible for maintaining the confidentiality of their login credentials and for all activity carried out through their account, unless it is proven that the activity resulted from a breach or default on the part of the Platform.
• Any unauthorized access, loss of login credentials, or suspicious activity must be reported immediately.
• The Platform may suspend, restrict, or close an account where there is a violation or suspicion of fraud or a regulatory concern, while having regard to the User's legal rights.

• The Platform is subject to Know-Your-Customer (KYC) verification procedures and to anti-money laundering, counter-terrorism financing, sanctions, and related restrictions, to the extent applicable to its activity and license.
• The Platform may request a passport, Emirates ID, proof of address, bank documents, evidence of source of wealth/funds, company documents and beneficial-owner information, and any other necessary documents.
• Any transaction may be refused, suspended, or cancelled where verification cannot be completed, where indicators requiring review exist, or at the request of a competent authority.
• Using the Platform for funds derived from unlawful activity, to conceal the identity of the beneficial owner, or to circumvent sanctions and legal restrictions is prohibited.
• Information may be disclosed to competent governmental, regulatory, or financial authorities whenever required or permitted by law.

7.1 The Project Owner undertakes to provide accurate, complete, and non-misleading information and documents, and bears responsibility for their accuracy and currency and for any material omission or misrepresentation.

7.2 The Platform may conduct legal, commercial, financial, operational, or technical due diligence on the Project, either directly or through advisors or third parties.

7.3 The Platform's due diligence does not mean that the Project is free of risk, nor that the Platform guarantees the accuracy of all information or the success of the Project, unless the law or the contract provides otherwise.

7.4 Each Project's documents must set out, as applicable: the funding amount, ownership structure, share value, investment term, profit-distribution mechanism, risks, fees, management costs, exit mechanism, liquidation, transfer restrictions, and any material conflict of interest.

7.5 The Investor should rely on the Project's official documents and disclosures, and not on marketing content alone.

• The investment decision is the Investor's sole responsibility, made after reviewing the Project Documents, disclosures, and risks.
• The Investor may lose part or all of their capital, and expected profits may not materialize.
• Projects may be subject to delay, distress, liquidation, decline in value, or inability to distribute profits.
• The Platform does not guarantee the existence of a secondary market, a buyer for a share, or the ability to sell it at any given time.
• Past performance or financial projections do not constitute a guarantee of future performance.

9.1 The Platform does not receive Investors' funds into its own operating account except to the extent permitted by law and after satisfying the applicable regulatory requirements.

9.2 Where the law or the license requires the use of an escrow account, a licensed financial institution, or a fund-segregation mechanism, funds shall be handled in accordance with that mechanism.

9.3 Investors' funds may not be used for the Company's operating purposes or for another project in a manner that contravenes the law or the Project Documents.

9.4 An investment does not become final until the conditions precedent are satisfied, including completion of verification and approval, satisfaction of the minimum funding threshold (if applicable), execution of the required documents, and transfer of funds in accordance with the adopted mechanism.

9.5 If the closing or funding conditions are not satisfied, funds shall be handled in accordance with the Project Documents, the law, and the adopted mechanism.

10.1 The Platform may charge fees to Users or Project Owners in accordance with the fee schedule and the Project Documents.

10.2 Fees may include, depending on the case, registration, listing, arrangement, execution, transfer, or exit fees, administrative-service fees, bank charges, or third-party fees.

10.3 Project Management Fee: The User and the Project Owner acknowledge that the Company, or the entity it appoints, may be entitled to a fee or a percentage of the Project's revenues, profits, or cash flows in consideration for managing the Project and following up on its execution, operation, or supervision, in accordance with the Project's model and its specific contract.

10.4 The Project Management Fee percentage need not be uniform across all Projects; the percentage or the method of calculating it is set out in the Project agreement, the fee schedule, or the adopted electronic document, and it is disclosed to the relevant party before their commitment becomes final.

10.5 Depending on the scope of the engagement, Project management may include: operational follow-up, coordination with suppliers, monitoring of execution, administrative oversight, reporting, budget monitoring, collection or distribution of amounts due through the applicable legal mechanism, and coordination with related parties.

10.6 Material fees may not be amended after the Investor's commitment except in accordance with the contract or after obtaining the approval required by law, and undisclosed fees may not be imposed in violation of applicable requirements.

10.7 Any third-party fees or governmental, banking, or professional costs shall be borne by the party specified in the Project Documents, following disclosure to the extent required.

11.1 No individual Investor is entitled to manage the Project merely by virtue of holding a share, unless the Project Documents, the shareholders' agreement, or the law provide otherwise.

11.2 Day-to-day management of the Project is the responsibility of the entity or persons designated in the Project's legal structure.

11.3 The managing entity may make operational decisions within the scope of its delegated authority, subject to the budget, the documents, the contracts, and the applicable legal limits.

11.4 The Project management's authority does not extend to amending Investors' rights, the ownership structure, or material obligations, except under the necessary authorization, contracts, and approvals.

11.5 The Platform or the managing entity may appoint employees, advisors, suppliers, or contractors to carry out tasks, unless the contract prohibits this.

12.1 Profits, if any, are distributed in accordance with the legal structure and the Project Documents, after deducting expenses, liabilities, and fees due under the contracts and the law.

12.2 No prior distribution shall be regarded as a guarantee of future distributions.

12.3 Profits may not be distributed in certain periods if required by the interest of the Project, the law, or the financial position.

12.4 The Investor bears the risk of loss according to the nature of the investment instrument and the legal structure, and shall not bear obligations exceeding those imposed by the law and the contract.

13.1 There is no absolute right to withdraw from an investment after it has been completed or execution has commenced, except to the extent granted by law or the Project Documents.

13.2 Where the law or the product grants a cooling-off or cancellation period, its duration, conditions, and refund mechanism shall be set out in the Project document.

13.3 Fees or expenses permitted by law and the contract may be deducted upon cancellation or withdrawal.

13.4 Where funds are refunded, the refund shall be made through the adopted mechanism and to the account or method permitted by law, having regard to verification procedures and the source of funds.

A share may not be sold, transferred, pledged, or assigned except in accordance with the law, the Project Documents, and the adopted transfer mechanism.

A transfer may be subject to the approval of the Company, the partners, or the regulatory authority, or to any contractual restrictions.

The Platform does not guarantee the existence of a buyer, liquidity, or any particular price for a share.

A transfer may be suspended or restricted where there is a legal or regulatory reason, or to protect Investors.

Any drag-along, tag-along, right of first refusal, or forced-sale mechanism shall apply only if validly and enforceably provided for in the Project Documents.

ELAF for Project Services does not guarantee a particular sale price or a specific rate of profit, and the sale decision remains subject to commercial and market conditions and to the interest of the Project and the Investors.

An Investor's entry into the Project constitutes their prior consent to the sale and exit mechanism set out in the Project Documents, and the Investor may not object to a sale merely because they personally did not consent to it, provided that the transaction is carried out in accordance with these Terms, the Project Documents, and the law, and without prejudice to any right or mandatory consent required by law, the memorandum of association, the shareholders' agreement, or the competent regulatory authority.

Upon completion of a sale, the Project's priority liabilities, expenses, costs, and fees shall be settled in accordance with the law and the contracts, after which the net sale proceeds shall be distributed to the Investors according to their ownership percentages or contractual rights, after deducting any fees or consideration due to ELAF for Project Services or the managing entity, including the Project Management Fee, where due and disclosed in the Project Documents.

The right to sell includes negotiating with buyers, determining the terms of the transaction, the sale price and the payment mechanism, executing the documents necessary to complete the sale, and taking the legal, administrative, and operational measures related thereto.

15.1 Right to Sell the Project and Collective Exit: ELAF for Project Services, in its capacity as the Platform or the managing entity of the Project, may, to the extent permitted by the Project Documents, the contracts, the authorizations, the legal structure, and the applicable regulations and laws, decide to sell the Project, its assets, or the company owning it, in whole or in part, or arrange a collective exit for the Investors, without the need to obtain the individual or prior consent of each Investor, whenever the managing entity determines, based on a reasonable commercial and financial assessment and prevailing market conditions and available opportunities, that the sale achieves, or is reasonably likely to achieve, an economic benefit for the Investors, including a profit or an appropriate return relative to the value of the investment, the risks, or the available alternatives.

15.2 An Investor's entry into the Project and acceptance of the Project Documents and the investment agreement constitutes their prior consent to the collective sale and exit mechanism set out in these Terms and the Project Documents, and the Investor acknowledges that their individual consent is not required each time a decision is made to sell the Project, its assets, or the company owning it, provided that the sale is carried out within the powers and authorizations granted to the managing entity and in accordance with the law and the relevant contracts.

15.3 Completing the sale does not require the individual signature, attendance, or consent of each Investor, and ELAF for Project Services or the managing entity may, within the limits of its legal and contractual authority, negotiate with prospective buyers, evaluate offers, select the most suitable offer, determine or negotiate the sale price, its terms, the payment mechanism, guarantees and timelines, and sign the documents and agreements necessary to complete the transaction and take the related administrative, legal, and operational measures.

15.4 The criterion for the sale decision is the interest of the Project and the Investors in light of the actual circumstances at the time the decision is made. The sale price need not be the highest conceivable price, nor need it achieve the outcome each Investor may have expected; it is sufficient that the offer or transaction, based on the assessment available to the managing entity, is commercially or financially viable or more suitable than continuing the investment, having regard to the risks, costs, obligations, liquidity, market conditions, and any other material considerations.

15.5 Upon completion of the sale, the proceeds of the transaction shall first be applied to settle debts, liabilities, expenses, costs, fees, taxes, or amounts having priority under the law and the contracts, including any fees due to ELAF for Project Services or the managing entity where provided for and disclosed in the Project Documents; the net sale proceeds shall then be distributed to the Investors according to their ownership percentages or their contractual and legal rights, unless the Project Documents provide for a different order that is legally permissible.

15.6 ELAF for Project Services or the managing entity is not obligated to complete any sale if it becomes apparent, prior to closing, that its terms no longer achieve the intended economic or commercial benefit, and the transaction may be renegotiated, postponed, rejected, or replaced with another offer, without this giving rise to any right for an Investor to require the Platform to complete the sale at a particular price or on a particular date, unless there is an express legal or contractual obligation to the contrary.

15.7 If the buyer or any party to the sale is related to ELAF for Project Services, the managing entity, their owners or management, or related parties, the resulting conflict of interest must be handled and disclosed to the extent required by the law, the regulations, the Project Documents, and the adopted policies, and the necessary measures shall be taken to ensure the integrity of the decision and to protect the Investors' interests.

15.8 ELAF for Project Services does not guarantee a specific sale price, a specific rate of profit, or a particular return from the sale, nor does it guarantee that a buyer will be available at any given time; the success of the sale, its value, and its terms remain subject to the actual market, commercial, legal, and execution conditions.

15.9 Without prejudice to any right or mandatory consent required by law, the memorandum of association, the shareholders' agreement, or the competent regulatory authority, the provisions of this clause form part of the contractual framework of the investment, and the Investor's acceptance thereof shall be understood as an authorization and prior consent to the collective exit and Project sale mechanism without individual recourse to the Investor, whenever the conditions set out in this clause are satisfied.

The Platform may suspend, remove, or restrict the listing of a Project or the transfer of its shares in the event of distress, insufficient information, a legal or regulatory risk, or misleading information, without prejudice to any mandatory right of the Investor established by law or contract.

The Platform undertakes to disclose material conflicts of interest, including any direct or indirect interest of the Platform, its owners, management, employees, or related parties in a Project or a funding applicant, to the extent required by the law, the regulations, and the adopted policies.

The Platform may not use Investors' or Project information for personal benefit or for the benefit of a related party in violation of the law or the conflict-of-interest policy.

• Provide accurate and complete information and refrain from providing any misleading data or projections.
• Disclose material debts, liabilities, lawsuits, disputes, licenses, and risks.
• Use the funding for the purpose specified in the Project Documents and not divert it to unauthorized purposes.
• Provide the periodic reports and information required to the Platform, the Investors, and the competent authorities.
• Immediately notify the Platform of any material event that may affect the Project or the investment.
• Comply with all licenses and laws relating to the commercial activity, labor, taxation, consumer protection, health and safety, and other matters, as applicable to the nature of the Project.

19.1 Advertisements and marketing materials relating to Projects must be accurate, non-misleading, and compliant with regulatory requirements.

19.2 No User, representative, or marketer may offer any guarantee of profit, capital return, or a specific return in the name of the Platform.

19.3 The Platform may suspend or amend any marketing material that is non-compliant or inaccurate without this giving rise to any right to compensation, subject to any rights that may not be excluded by law.

All intellectual property rights in the Platform, its name, trademarks, software, designs, databases, interfaces, and content are owned by, or licensed to, the Company. They may not be copied, modified, resold, extracted, or used commercially without written authorization, except as permitted by law.

21.1 The Platform processes personal data in accordance with applicable UAE personal data protection legislation and in a manner appropriate to the nature of its activity.

21.2 Data necessary for registration, verification, executing investments, account management, legal compliance, fraud prevention, risk management, and customer service may be collected and processed.

21.3 Data may be shared with regulatory authorities, service providers, financial institutions, advisors, or technology providers to the extent necessary and permitted by law.

21.4 The Platform issues a separate Privacy Policy setting out the types of data, the purposes of processing, retention periods, data subjects' rights, and contact methods.

21.5 No provision of these Terms shall be construed as granting the Company any right beyond what is permitted under data protection law.

• The Platform takes reasonable technical and organizational measures to protect its systems and data.
• The security of any electronic system cannot be guaranteed absolutely, and the User acknowledges the usual technical risks.
• The User undertakes to use secure devices and connections and not to share passwords or verification codes.
• The Platform may suspend the service or an account where a breach or malicious or fraudulent activity is suspected.

The Platform may rely on information, reports, or services from third parties. The Platform exercises reasonable care, within the scope of its responsibilities, to verify such information; however, the User acknowledges that some data may be provided by the Project Owner or external parties, and that final reliance must be placed on the official documents and adopted contracts.

24.1 The Platform is not liable for investment losses resulting from a Project's commercial or financial performance, provided such losses do not arise from a legal violation, fraud, negligence, or breach of an obligation owed by the Platform, and to the extent permitted by law.

24.2 No clause excludes any liability that may not be excluded or limited by law.

24.3 To the extent permitted by law, the Platform is not liable for indirect or consequential losses, or loss of opportunities or expected profits, arising from the User's independent investment decisions.

24.4 These Terms do not relieve the Project Owner of their responsibility for the data or obligations they have undertaken.

The Platform may suspend, restrict, or terminate an account, remove a Project, or block a transaction where these Terms are violated, incorrect information is provided, fraud or money laundering is suspected, KYC/AML has not been completed, a request is issued by a competent authority, or a legal, security, or regulatory risk exists. Funds shall be handled in accordance with the contract, the law, and the adopted procedures.

The Platform may be temporarily suspended for maintenance, updates, or for security or regulatory reasons. The Company does not guarantee uninterrupted or error-free service availability.

The Company is not liable for any delay or inability to perform due to events beyond its reasonable control, such as natural disasters, wars, pandemics, widespread communications outages, governmental decisions, large-scale cyberattacks, or infrastructure failures, to the extent permitted by law.

• Fraud, impersonation, or submission of forged documents.
• Money laundering, terrorism financing, or any unlawful activity.
• Manipulating the value or price of shares, or creating fictitious accounts to circumvent limits.
• Hacking or testing systems without authorization, or introducing malicious software.
• Extracting or copying Users' or Projects' data without authorization.
• Publishing false or misleading information, or using it to unlawfully influence Investors' decisions.
• Using the Platform in violation of any applicable sanctions or legal or regulatory restrictions.

28.1 The Platform provides a channel for submitting complaints and inquiries and retains records thereof in accordance with applicable requirements.

28.2 The parties shall first seek to resolve any dispute amicably within a reasonable period from the date of notification of the dispute.

28.3 If an amicable resolution cannot be reached, the dispute shall be referred to the competent judicial authority or dispute-resolution mechanism in accordance with the law and the Project Documents.

28.4 Where a Project or a User is subject to a special legal or regulatory regime, including the regime of Abu Dhabi Global Market (ADGM), the jurisdiction and dispute-resolution rules of that regime shall apply wherever applicable.

These Terms are governed, to the extent not inconsistent with any applicable special regulatory regime, by the laws in force in the United Arab Emirates and the local laws in force in the Emirate of Abu Dhabi. The competent courts of the Emirate of Abu Dhabi shall have jurisdiction, unless the law, the contract, the license, or the Project Documents provide for a different applicable jurisdiction.

30.1 The User acknowledges that certain forms of crowdfunding, arranging investments, dealing in securities, or providing financial services may be subject to licensing and regulatory approvals.

30.2 The Company may not carry on a regulated activity without the necessary license.

30.3 If the nature of the product, the method of raising funds, or the type of investment instrument changes, the Company may suspend the launch or the transaction until the regulatory requirements are satisfied.

30.4 These Terms do not grant any exemption from the requirements of the Securities and Commodities Authority, the Central Bank, or any other competent regulatory authority, as applicable.

These Terms may be amended due to changes in laws, regulations, the business model, services, or technical requirements. The updated version shall be published together with its effective date, and the User shall be notified of material changes by an appropriate means. Where a change requires new consent under the law, the User shall not be deemed to have consented merely by continuing to use the Platform.

In the event of any conflict, priority shall, to the extent permitted by law, be given to the mandatory requirements issued by the regulatory authority, then to the contract or the investment document of the Project, then to the shareholders'/incorporation agreement as applicable, then to these Terms, and then to the Platform's general policies, unless the contract or the law provides for a different order.

If a competent authority rules that any provision is void or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law, and the unenforceable provision shall be replaced with a valid legal provision that most closely achieves its commercial and legal purpose.

The Company's failure to exercise, or delay in exercising, any right shall not be deemed a waiver of that right. No waiver of a right shall be effective unless made in writing and issued by the authorized entity.

The User agrees to receive notices relating to their account, transactions, Projects, and these Terms via email, in-app messages, or other adopted electronic means. Electronic records and system logs shall serve as evidence of sending or receipt to the extent permitted by law.

The Platform retains electronic records of transactions, including account creation, verification, approvals, investments, transfers, amendments, notifications, and correspondence, in accordance with the retention periods required by law or by internal policies.

• I acknowledge that investing carries risk and that I may lose part or all of my capital.
• I acknowledge that I have reviewed the Project's information, documents, disclosures, and risks.
• I understand that returns are not guaranteed and that past performance does not guarantee future performance.
• I understand the disclosed fees and costs, including any fee or percentage related to Project management, where applicable.
• I acknowledge the accuracy of my information, the source of funds, and the beneficial owner, where required.
• I agree to the investment agreement, the Project Documents, and any related shareholders' agreement or legal document.
• I understand that the ability to exit or sell a share may be limited and that the Platform does not guarantee the existence of a buyer.
• I further acknowledge that I have given my prior consent to the right of ELAF for Project Services or the managing entity, within their legal and contractual authority, to sell the Project, its assets, or the company owning it, or to arrange a collective exit for Investors, without recourse to me for individual consent to each sale, whenever the sale, in the managing entity's assessment, achieves an economic benefit for the Investors, and I agree to the distribution of the net sale proceeds in accordance with the Project Documents after settling the liabilities, costs, and fees due.

• I acknowledge that all information and documents submitted to the Platform are accurate, complete, and not misleading.
• I undertake to notify the Platform immediately of any material change in the Project, its data, licenses, or financial or legal status.
• I undertake to use the funding for the purpose specified in the Project Documents.
• I bear responsibility for any claim, demand, or loss arising from inaccurate data, forged documents, or my concealment of material information, in accordance with the law and the contract.

• Privacy and Data Protection Policy.
• KYC/AML, Source of Funds, and Beneficial Owner Policy.
• Conflict of Interest Policy.
• Fees and Expenses Policy.
• Complaints and Dispute Resolution Policy.
• Share Sale, Transfer, and Exit Policy.
• Project Management and Management Fees Policy.
• Investor Agreement.
• Project Owner/Funding Applicant Agreement.
• Shareholders' Agreement or Ownership Document, depending on the investment structure.
• Risk Disclosure for each product/Project.
• Information Security and Account Management Policy.
• Liquidation and Distress Policy.
• Records Retention and Audit Policy.

• Recording the User's acceptance of these Terms together with the date, time, and version number.
• Displaying risk and fee disclosures before confirming an investment and recording the acknowledgment.
• Enforcing KYC/AML and investment limits programmatically according to category and license.
• Segregating Investors' funds from operating funds in accordance with regulatory requirements.
• Maintaining, as far as possible, a tamper-resistant audit trail of transactions and approvals.
• Making an investment statement and transaction history available to the Investor.
• Sending notifications when material changes occur in a Project.
• Implementing multi-level access permissions for users and employees.
• Conducting backup and recovery procedures and periodic security testing.
• Maintaining a clear mechanism for suspending an account or Project and handling funds upon suspension.

These Terms take effect as of the date indicated above and remain in force until replaced or terminated in accordance with the applicable legal procedures. The Platform must retain a copy of the Terms accepted by each User together with the relevant version number.