Terms of Use

Version 3 (NB-en-v3) · valid from 06.10.2026

Chapter A — Fundamentals and scope

Clause 1 – Scope and subject matter

1.1 These Terms of Use (Swiss version) govern the use of the NIVARA platform. The operator is Nivara AG, Unterer Graben 1, 9000 St. Gallen. Individual contracts (C1.1, C1.2, C3, C4.x, C6) take precedence over these Terms of Use. Rights and obligations under a NIVARA Asset Note are governed by the terms and conditions of the bonds and the issuer's registration agreement; the investor's contractual counterparty for the note is the issuer. Mandatory provisions for the protection of consumers remain reserved. Upon the change of operator under Clause 41, the Terms of Use for Switzerland and the EEA replace these Terms of Use.

Clause 2 – Boarding Confirmation

2.1 These Terms of Use, consisting of Chapters A to H and Annex A (fee schedule), are actively confirmed by the user upon registration together with the Privacy Policy; they are the only two documents requiring confirmation. This confirmation (the 'Boarding Confirmation') establishes the platform relationship between the user and Nivara AG.

2.2 Confirmation is given actively by ticking the checkbox and constitutes consent to these Terms of Use. The time, account, document versions and document hashes are recorded in the audit trail (Clause 18). Investments additionally require a completed KYC/KYB check.

2.3 In the event of changes to these Terms of Use (announcement under Clause 39), to Annex A (announcement under Clause 24) or to the Privacy Policy (Clause 16 of the Privacy Policy), the affected document shall be actively reconfirmed at the next login. Until it is reconfirmed, access to the platform is suspended; existing contracts and positions remain unaffected. Ongoing contracts apply the version of Annex A confirmed at the time the respective contract was concluded.

2.4 Each user receives a unique reference.

2.5 The platform's digital signature procedure also applies to investment agreements (C1.1), asset agreements (C3) and expert and partner agreements (C4.1, C4.2). Signing takes place within the logged-in session without an additional MFA step; MFA applies at login. Purchase agreements on resale (C1.2) are concluded by the parties outside the platform (Clauses 28–31). A valid Boarding Confirmation is a prerequisite for concluding these agreements.

2.6 Before each confirmation, the platform displays the individual steps up to the conclusion of the contract, allows all entries to be reviewed and corrected, and confirms registration, the Boarding Confirmation and each investment electronically without delay. The name, address and contact details of Nivara AG are accessible at all times.

Clause 3 – Governing contractual language

3.1 The contractual and communication language is German. Translations into other languages serve solely to aid understanding; in the event of discrepancies, the German version prevails.

Clause 4 – Governing law and dispute resolution

4.1 These Terms of Use are governed by Swiss law, excluding its conflict-of-laws rules.

4.2 Disputes with business customers shall, following a 30-day attempt at amicable settlement, be resolved by an arbitral tribunal in accordance with the Swiss Rules of the SCAI (Swiss Chambers’ Arbitration Institution), with its seat in Zurich and German as the language of the proceedings. Provisional measures remain reserved to the ordinary courts in St. Gallen.

4.3 No arbitration agreement or choice of forum clause is concluded with consumers before a dispute arises. Consumers may bring legal proceedings at their place of residence or at the registered office of Nivara AG; the attempt to reach a settlement does not restrict their right of action.

Chapter B — Access, admission and roles

Clause 5 – Registration, use and key custody

5.1 Registration requires complete, truthful and up-to-date information. Private users undergo the KYC process, whereas institutional investors, experts and Business Partners undergo the KYB process. The KYC verification of natural persons does not expire; the KYB verification of organisations, however, shall be renewed every 12 months (Clause 9.3).

5.2 The private blockchain keys always remain with the user in their own wallet; Nivara AG does not hold any keys in custody. OpenSigner holds them exclusively in encrypted form using a 2-of-3 threshold scheme (Shamir Secret Sharing) and reconstructs them only ephemerally within the sandbox iFrame when the user authorises this using a passkey or password; neither OpenSigner nor Nivara AG has access to or control over them. A signature is only generated upon the user's active authorisation. There is no seed phrase and no exportable private key. The same applies to organisational wallets (company wallets); these are only available once they have been activated, and Nivara AG regulates authorisation within the organisation in advance in these Terms of Use (Clause 39).

5.3 The user shall keep their Nivara account login details (email, password, MFA device) secure. Nivara AG shall never ask for passwords, MFA codes or login details. In the event of suspected compromise, the user shall use the communication module without delay.

5.4 If the user loses access to their account (e.g. device or MFA factor), they shall contact Nivara AG via the communication module. Once their identity has been verified, Nivara AG shall reset the access. The user shall restore access to the wallet themselves, using a passkey, a password or, where set up, with the help of their trusted contacts; Nivara AG cannot do this on the user's behalf. If the user is unable to do so, the procedure set out in Clause 5.5 applies; this does not result in the loss of rights to the Notes.

5.5 If restoration in accordance with Clause 5.4 is unsuccessful, or if access to the notes is lost by other means, Art. 973h of the Swiss Code of Obligations (CO) provides for judicial proceedings to declare the right void. The user may apply to the competent court to have the lost ledger-based security (note) declared void. On the basis of a final and binding court judgment, Nivara AG, as the registrar, is obliged and authorised, on behalf of the issuer,to delete the ledger-based security declared null and void and to issue a new ledger-based security to the beneficiary named in the judgment. The costs and duration of the court proceedings are borne by the user.

5.6 The user shall submit the final court judgment in accordance with Art. 973h CO to Nivara AG. Nivara AG shall verify the authenticity and finality of the judgment and shall then initiate the transfer in the ledger: it shall freeze the previous position and transfer it to the entitled party named in the judgment, to a wallet address verified by that party. The executive management of Nivara AG shall approve the transaction; it shall be recorded with reference to the judgment.

5.7 Transactions executed on the blockchain are technically irreversible. This is subject to reversals in accordance with Clause 22.7 and transfers in accordance with Clauses 5.5 and 5.6. The user bears full responsibility for the accuracy of wallet addresses when initiating transactions.

5.8 From the date of commissioning in accordance with Clause 19.14, the platform uses smart contracts (T-REX ERC-3643). The user acknowledges that smart contracts may contain programming errors despite having undergone audits. Nivara AG shall not be liable for damage arising from smart contract bugs, provided that there is no wilful misconduct or gross negligence.

5.9 Provided that there is neither wilful misconduct nor gross negligence, Nivara AG shall not be liable for: (i) loss of account access resulting from the user's negligence; (ii) unauthorised access resulting from the compromise of the user’s credentials; (iii) errors made by the user during transactions; (iv) operational failures of public blockchain infrastructure; (v) programming errors in smart contracts. Clause 36 applies in addition.

Clause 6 – Admission requirements

6.1 Persons who breach financial market laws, sanctions laws or criminal laws shall not be accepted.

6.2 Use is prohibited for persons whose tax residence or registered office is in the USA or the United Kingdom.

6.3 Nivara AG does not actively solicit investors in regulated jurisdictions outside Switzerland. Access is granted solely at the user's own initiative.

Clause 7 – Multiple accounts

7.1 Multiple accounts are permitted, provided that a complete identification process is carried out for each account prior to the first transaction.

Clause 8 – Inactive accounts

8.1 Nivara AG may classify accounts on which there has been neither a login nor a transaction for 24 months as inactive, following prior notification and a 60-day reactivation period. After 5 years, the procedure for unclaimed assets applies.

Clause 9 – ONCHAINID claim: validity, updating and revocation

9.1 This clause applies from the date of commissioning as set out in Clause 19.14; until then, suspensions and restrictions take effect at account level. The ONCHAINID claim remains valid for as long as the underlying KYC/KYB verification is up to date, Nivara AG has not revoked it, and the account has not been suspended. Nivara AG is the sole issuer of the claim.

9.2 If any information relevant to the verification changes, such as name, address or corporate structure, or if an identity document expires, the user shall inform Nivara AG immediately via the communication module. Nivara AG shall update the claim following re-verification. Transactions may be restricted until the update has been carried out.

9.3 Nivara AG is entitled to revoke an ONCHAINID claim in the following cases: account suspension in accordance with Clause 34; reasonable suspicion of false information provided during verification; in the case of organisations, expiry of the KYB verification after 12 months without renewal; or upon request by the authorities. The user shall be notified of the revocation via the communication module.

9.4 Revocation of the claim prevents new transactions (purchase, sale, transfer). Existing ledger-based securities remain unaffected; ownership of tokens is independent of the claim status and remains entered in the ledger. Revocation of a claim does not result in the loss of existing investments.

9.5 Once the reason for revocation has been resolved and verification (KYC/KYB) has been carried out, Nivara AG shall issue a new claim. All transaction restrictions shall be lifted.

9.6 Clause 19.11 applies to the signing infrastructure.

9.7 Clauses 19.12 and 19.13 govern the integrity of and access to the ledger (Polygon PoS, no own nodes). Clause 9.8 is repealed.

Clause 10 – Authorisation

10.1 Experts and Business Partners may engage sub-experts or employees to carry out auxiliary tasks; however, the authorised expert shall personally carry out the audit procedures and sign the relevant document. The use of such personnel shall be notified in advance via the communication module, and Nivara AG may require proof of qualification. Liability remains entirely with the authorising party.

10.2 A Business Partner may, via the platform, appoint a Business Agent Partner or an expert (agent) to personally invite investors to its assets on its behalf. The mandate comes into effect as soon as the Business Partner's authorised signatory assigns the role R6 to the agent; no further contract between the two is required. The standard terms and conditions set out in Annex R6 to C4.3-D, to which both parties have agreed in their platform agreement, apply (C4.1-D Art. 17.7, C4.2-D Art. 17.7, C4.3-D Art. 17.8). Nivara AG is not a party to the mandate; it provides the function, records the commencement and termination of the mandate, and notifies both parties. The function shall be available as soon as Nivara AG introduces it.

10.3 The Business Partner may revoke the mandate at any time via the platform, and the Agent may resign at any time; both take effect immediately. The mandate also ends upon termination of one party’s platform agreement or upon that party being suspended. Pending invitations lapse; allocations pursuant to Clause 19.1 of the Privacy Policy remain in force.

Clause 11 – Duty of continuing education

11.1 Ongoing professional development regarding regulatory changes, particularly in the areas of the CO, the Anti-Money Laundering Act (AMLA), the Swiss Financial Market Supervisory Authority (FINMA) and the Value Added Tax Act (VAT Act), shall be ensured and, on request, evidence of this shall be provided within 90 days via the communication module. Failure to comply may result in suspension.

Clause 12 – Conflicts of interest

12.1 Conflicts of interest shall be disclosed via the communication module before the audit begins and shall be documented by Nivara AG. Persons who would be auditing their own asset are excluded from the audit. In the case of other significant conflicts of interest, Nivara AG shall decide on exclusion, unless all parties concerned expressly agree to the audit proceeding. If conflicts of interest are only identified retrospectively, immediate suspension shall take place and authorisation may be revoked.

12.2 Nivara AG holds no stake in offerings on the platform. Persons holding a stake of 20 % or more in Nivara AG, its governing bodies and employees, as well as persons associated with them through control relationships, are not permitted to act as Asset Owners.

12.3 Nivara AG shall neither pay nor accept any remuneration for directing investor orders towards a specific offering. Remuneration paid to distribution partners (Boarding Fee S1, Business Agent Partner remuneration S6, servicing remuneration) is independent of the offering and is disclosed in accordance with Art. 26 of the Financial Services Act (FinSA).

12.4 An Asset Owner may advertise and invite on the platform exclusively in relation to their own offerings.

Clause 13 – Succession upon the unavailability of an expert or Business Partner

13.1 If an expert or Business Partner becomes unexpectedly unavailable (due to death, insolvency, revocation of a licence or another important cause), Nivara AG shall inform the affected Asset Owners without delay and initiate the succession process.

13.2 Ongoing audit mandates (C6) remain valid until they have been fully handed over to a qualified successor. Historical audit reports (R1.1 / R1.2) retain their legal effect without restriction.

13.3 Nivara AG shall appoint a qualified successor; the handover of ongoing mandates usually takes place within 30 days. The costs are borne by the expert or Business Partner who is unable to fulfil their duties, or by their estate or insolvency estate.

13.4 If no immediate successor is available, Nivara AG shall take over the relevant mandates on an interim basis (for a maximum of 90 days) and shall immediately initiate the process of validating a new qualified expert or Business Partner. The audit obligation is not suspended during this phase; Nivara AG shall monitor the deadlines (R1.2) throughout this period.

13.5 Nivara AG shall validate the new expert or Business Partner in accordance with the applicable admission requirements (C4.1 / C4.2 and Addendum B). The successor expert or Business Partner takes over the existing audit mandate (C6). Upon successful validation, Nivara AG’s transitional management role comes to an end.

13.6 Throughout the entire transitional phase, Nivara AG shall monitor all asset valuations and R1.2 deadlines. Investors shall not lose any of their investor rights. All parties concerned shall be informed via the communication module.

Clause 14 – Death and succession

14.1 In the event of death, all rights pass to the heirs. Until the succession has been settled, the positions remain frozen; Nivara AG shall implement the legal succession upon the request of the heirs or the executor on the basis of a certificate of inheritance. In the case of legal entities, the liquidator acts upon presentation of proof.

Chapter C — Use of the platform

Clause 15 – Platform availability

15.1 Nivara AG strives for the highest possible availability of the platform but does not guarantee uninterrupted operation. Planned maintenance work is generally announced at least 48 hours in advance.

15.2 In the event of unplanned outages, Nivara AG shall inform the affected users as soon as possible on the platform or by email. Any outstanding payments shall be processed once service has been restored, usually within 10 working days. No liability is accepted for indirect damage arising from platform outages.

Clause 16 – Platform continuity

16.1 In the event of a change of control, existing contracts remain valid and unchanged; the parties concerned shall be notified at least 60 days in advance. The successor company assumes all regulatory obligations and the data stored off-chain.

16.2 Any closure of the platform shall be announced at least 90 days in advance and shall take place as part of an orderly handover. Investors’ rights vis-à-vis the issuers shall remain in place. The ledger shall continue to be maintained by the registrar, while the collateral shall remain with the bondholders' representative. Data stored off-chain shall be retained in accordance with Clause 6 of the Privacy Policy and handed over to a body recognised by the supervisory authority so that the statutory obligations regarding retention and disclosure can continue to be fulfilled.

16.3 The blockchain continues to operate independently of Nivara AG. In the event of a closure of the platform or the failure of Nivara AG, all ledger-based securities remain on the blockchain and remain transferable. The technical independence of the blockchain from Nivara AG is an integral part of the system design and structurally safeguards investors' rights.

16.4 Nivara AG shall ensure that data and access remain available in emergency and succession scenarios (Clause 16.2).

16.5 Any planned migration of the ledger to another blockchain shall be announced at least 60 days in advance; in emergencies, the migration shall take place immediately. All user rights shall be preserved, and the audit trail shall be fully documented. The users' consent to the migration is not required.

Clause 17 – Intellectual property and IT security

17.1 All rights to the platform, the software and the website belong to Nivara AG or its licensors. Users are granted a limited, non-exclusive and non-transferable right of use for the duration of the business relationship. Reproduction, modification or reverse engineering is not permitted.

17.2 Users shall keep their access credentials secure, shall not introduce any malware and shall report any suspicious activity immediately via the communication module. Nivara AG reserves the right to temporarily suspend accounts where there are reasonable grounds to suspect a security risk.

17.3 From the time of commissioning pursuant to Clause 19.14, the on-chain state of the DLT-based ledger of ledger-based securities shall be exclusively decisive for determining ownership, power of disposal and holdings of the ledger-based securities kept on the platform (Art. 973d et seq. CO). In the event of discrepancies between the off-chain system (Frappe/ERP) and the on-chain ledger, the on-chain state shall prevail for the uncertificated securities themselves. The off-chain system is decisive for all other data: KYC/KYB status, customer data, asset metadata, contractual documents, transaction context and compliance workflows. This hierarchy serves to provide clarity within the meaning of Art. 973d para. 2 no. 4 CO (creditors' right to inspect their own entries).

Clause 18 – Communication and audit trail

18.1 Contract-related communication takes place via the platform's communication module; invitations and account activation are sent by email. A platform message constitutes a 'written notice'. Contract-related events are recorded in the audit trail.

Clause 19 – Infrastructure and data storage

19.1 Nivara AG stores the personal data from its own systems, namely the platform, the ERP/CRM and the documents, on servers in Switzerland; backups are stored in Switzerland and India, and the related metadata in the EU. The categories of its service providers and the countries in which they process this data are specified in Clause 5 of the Privacy Policy.

19.2 The platform operates two completely separate data systems: (1) from the moment of commissioning pursuant to Clause 19.14, the public blockchain for tokens, wallet addresses and claims without personal data (Clause 20); (2) Nivara AG’s encrypted database and document servers for personal data. Both systems are technically and organisationally separate from one another. The link between a wallet address and a natural or legal person exists off-chain, at Nivara AG and with the provider of the wallet infrastructure (Clause 5.1 of the Privacy Policy); it is accessible only to these parties and to authorities upon request.

19.3 Personal data is stored in encrypted form; the encryption keys are managed by the hosting service providers (Microsoft Azure, Frappe Cloud) separately from the data.

19.4 Nivara AG backs up the data regularly; the backups are stored in Switzerland and India, and the related metadata in the EU. In the event of a technical failure, any outstanding payments shall be processed after restoration (Clause 15.2).

19.5 Nivara AG and its identification service provider retain data from identification and due diligence for the term of the Notes and for ten years thereafter, or for as long as agreed with the identification and payment service providers (Clause 6 of the Privacy Policy). Images of identification documents and biometric data are deleted once the verification process has been completed.

19.6 Clauses 19.6 to 19.10 have been repealed; Clause 9 shall prevail. The claim issuer is Nivara AG.

19.11 Nivara AG shall determine the custody arrangements for the registry key upon commissioning pursuant to Clause 19.14 and shall communicate them in advance. Critical registry operations (asset deployment, issuance, destruction, pausing) shall require dual approval by at least two authorised signatory employees of Nivara AG. All registry operations shall be recorded in the audit trail (Clause 18) and on-chain. From the moment of commissioning, users shall hold their tokens in their own custody (Clause 5.2).

19.12 The ledger is maintained on Polygon PoS, a public blockchain whose entries are protected against unauthorised changes by the consensus of a large number of independent validators. Nivara AG does not operate its own nodes; ledger operations are carried out exclusively via ERC-3643 smart contracts in accordance with the role and approval rules set out in Clause 19.11.

19.13 Creditors can verify the entries concerning them and the integrity of the ledger without the involvement of third parties via public block explorers and freely accessible nodes of Polygon PoS; the platform displays the contract address and transaction hashes for each position.

19.14 Nivara AG shall not issue any notes until the ledger becomes operational on Polygon PoS. Clauses 9.1–9.5, 16.3, 17.3 sentences 1 and 2, 19.11 to 19.13, 20.1 and 31.1 sentence 3, as well as the T-REX checks pursuant to Clauses 21.1, 22.6 and 27.7 shall apply from the moment of commissioning. Nivara AG shall give notice of the commissioning in accordance with Clause 16.5.

Clause 20 – Blockchain transparency, data architecture and data erasure

20.1 Data on the public blockchain, namely token parameters, wallet addresses, balances and transactions, is permanently accessible worldwide and lies outside the control of Nivara AG. Wallet addresses may constitute personal data if they can be linked to a specific person.

20.2 Personal data is not stored on the blockchain, neither in plain text, nor in encrypted form, nor as a simple hash. Where technically unavoidable, at most a salted or keyed hash is used. An exception is made for verification hashes of complete contractual documents; without access to the document, these hashes do not allow any conclusion to be drawn about a person.

20.3 Deletion is carried out by removing the data off-chain and severing the link to the corresponding on-chain entries, so that the data can no longer be attributed to any person. Further details are set out in Clause 12 of the Privacy Policy.

Clause 21 – Automated decisions and human review

21.1 The AML/KYC check and, from the moment of commissioning pursuant to Clause 19.14, the T-REX whitelist compliance checks are carried out with system support. Account suspensions are carried out by a natural person; the right to appeal against automated rejections is set out in Clause 21.2.

21.2 In the event of an automated rejection, users have the right to request a manual review via the communication module. The review shall be carried out within 10 working days. The legal basis under data protection law (Art. 21 of the Federal Act on Data Protection (FADP)) is set out in Clause 9 of the Privacy Policy.

Chapter D — Payments, fees and taxes

Clause 22 – Payment processing: channels · fees · currencies · AML

22.1 Payments are processed through an authorised payment service provider (Stripe Connect) or via escrow accounts held in the name of the issuers. Nivara AG does not hold users' funds at any time and receives only its own fees.

22.2 Via Channel A, the investor pays by credit card, debit card or digital methods via Stripe Connect. The payment is transferred directly to the Stripe account of the issuer or the recipient specified in the contract; Nivara AG receives only its own fees from the transaction. Any fees charged by the payment service provider are displayed before payment.

22.3 Channel B shall be available as soon as Nivara AG activates it. The investor then makes the transfer using the reference number displayed to the payment service provider or to the issuer's escrow account, not to an account of Nivara AG. The platform allocates the payment to the subscription. Any bank fees charged by the originating bank are borne by the investor.

22.4 All payments, including fees and proceeds, shall be made in the currency of the respective asset. Exchange rate risks shall be borne by the party liable for payment. Adjustments are governed by Clause 24.

22.5 Before each payment confirmation, the following information is displayed separately and clearly to the investor at the checkout: (a) the transaction amount in the asset currency, (b) any PSP transaction fee (Channel A, depending on the third-party provider), (c) the final amount in the asset currency including all fees. Any currency conversion is carried out by the payment service provider or the investor's bank. Fee (b) is not part of the platform’s fee structure. None of the third-party fees are paid to Nivara AG. The investor may change the payment channel or payment method until the payment is confirmed.

22.6 Before the payment step is enabled, a mandatory pre-AML check is carried out. The following are checked: (1) the investor's KYC/KYB status is active and valid, (2) from the moment of commissioning pursuant to Clause 19.14, the T-REX whitelist entry is active, (3) the transaction has no AML flags, (4) the jurisdiction is compliant with the asset parameters (Addendum A). The payment step is enabled only if all applicable checks yield a positive result. This check is technically implemented as a mandatory gate and cannot be bypassed. In the event of a negative result, the investor shall be informed via the communication module; the deal does not lapse automatically, and there is an opportunity for clarification.

22.7 If an AML issue is detected after payment has been made (post-payment AML check), the purchase price shall be returned to the investor via the payment service provider to the original payment method within 5 working days. The portion of the Upload Fee attributable to the investment is returned to the issuer (Annex A). The Trade Fee is not refunded. No token transfer shall take place under any circumstances. The deal shall be deemed not to have been concluded. If the investor has paid a PSP transaction fee (Clause 22.5 (b)), this fee may not be refunded depending on the terms of the payment service provider; Nivara AG shall not be liable for this. Any reporting obligations under the AMLA remain unaffected (Clause 34.2).

22.8 The bank details for payouts are recorded and verified by the payment service provider as part of its onboarding process. Refunds are made to the original payment method or to these bank details, not to third-party accounts.

22.9 IBANs and other payment data are stored exclusively off-chain and are not recorded on-chain. Payment data transmitted in connection with the PSP channel is passed on to the payment service provider for the purpose of processing the payment (Clause 5.1a of the Privacy Policy). Access to IBANs and payment details is restricted exclusively to Nivara AG and the payment service provider; authorities are granted access upon request to the extent necessary (Clause 5 of the Privacy Policy).

22.10 Nivara AG shall not be liable for: (a) delays caused by the pre-AML check or post-payment AML blocks, (b) exchange rate losses resulting from FX conversion on either channel, (c) PSP transaction fees for reversed transactions, (d) delays in payments made via the banking channel due to third-party banks or the SWIFT network, (e) failed payments resulting from outdated IBANs stored in the investor’s profile, where the issue lies within the investor’s sphere of responsibility; or (f) outages of the external payment service provider (Channel A).

22.11 Upon the occurrence of the funding completion trigger (C3 Art. P6), Nivara AG shall send a payment request via the communication module. The investor shall pay the subscribed amount via Channel A or, once authorised, via Channel B (Clauses 22.1–22.3) within 10 working days of the payment request. Only the reference number contained in the request may be used as the payment reference; otherwise, the payment cannot be allocated automatically. In the event of late payment, the reminder procedure set out in Clause 25 applies. In the event of persistent non-payment, the C1.1 position shall be cancelled in accordance with Clause 25.

22.12 Upon confirmation of the payment, the selected payment method becomes binding; the channel or method can no longer be changed thereafter.

22.13 Nivara AG is entitled and, vis-à-vis the issuer and payment service providers, obliged to carry out a preliminary AML check prior to enabling each payment step. Negative results shall lead to the blocking of the relevant payment step. The check serves to fulfil the due diligence obligations under the AMLA, where applicable, and to comply with the requirements of the issuers and payment service providers.

22.14 Once the payment concept has been approved, Mt Pelerin Group SA, a financial intermediary affiliated with the SRO SO-FIT, converts CHF into ZCHF and transfers the funds to the investor's wallet or directly to the escrow contract of the issue. The funds remain in the escrow contract until the threshold is reached; thereafter, the fees are paid to Nivara AG and the remainder to the issuer; otherwise, the full amount is refunded. A payment in ZCHF discharges the debt at its nominal value in accordance with the terms and conditions of the bonds.

22.15 The investor signs each payment personally; for company wallets, Clause 5.2 applies from the moment they are enabled. The escrow contract cannot be changed and does not confer any rights on Nivara AG; the release of funds takes place in accordance with its rules or is initiated by the issuer, while the investor initiates any refund personally. Fees paid by ramp providers to Nivara AG are disclosed in accordance with Clause 12.3.

Clause 23 – Economic participation: definition and distinction

23.1 The NIVARA Asset Note (NAN) is a secured debt instrument with economic participation, issued as a ledger-based security. 'Economic participation' refers to the payments made by the issuer that depend on the performance of the asset, namely the coupon, profit share, kicker or exit share in accordance with the terms and conditions of the bonds.

23.2 The investor is a creditor of the issuer under the debt instrument and is neither the owner nor the co-owner of the asset, nor does the investor hold any equity interest in the issuer. The claim is secured; the collateral is held in favour of the bondholders' representative in accordance with the terms and conditions of the bonds (C3).

23.3 The issuer's buy-back rights and any minimum values (Buy Back and Sale Back modules) are governed by the terms and conditions of the bonds and shall only be offered once the question regarding structured products has been resolved (KBG, NNS).

23.4 The tax treatment of the economic participation is governed by the law applicable to the investor. In the case of Swiss issuers, the coupon, profit share, kicker and exit share are subject to Swiss withholding tax at a rate of 35 %. Nivara AG does not provide tax advice.

Clause 24 – Fees, versioning and notice periods

24.1 These Terms of Use and the Privacy Policy bear a version number and a date. The version in force at the time the contract is concluded shall apply; subsequent amendments are governed by Clause 39.

24.2 Fee adjustments (Annex A, C4.1 Art. 6, C4.2 Art. 6) are announced at least 90 days in advance via the communication module and by email; otherwise, Clause 39 shall apply. For the Privacy Policy, Clause 16 of the Privacy Policy shall apply.

24.3 The complete fee schedule with all platform fees is contained in Annex A and is available on the platform at any time. Annex A is not an integral part of the contracts (C1.1, C1.2, BB, C3, C4.1, C4.2) and does not need to be re-signed in the event of amendments. The contracts refer to the applicable version of the Terms of Use, which in turn refer to the applicable version of Annex A.

24.4 Nivara AG may amend Annex A subject to the 90-day notice period. Amended fees apply to contracts concluded from the date they come into force; for contracts relating to assets and investments that have already been concluded, the version of Annex A confirmed at the time of conclusion shall apply. Clause 39.4 shall apply to consumers. The currently valid version is published on the platform with a version number and date; Nivara AG shall make previous versions available on request.

Clause 25 – Dunning procedure in the event of payment default

25.1 As a first step, a reminder is sent via the communication module, granting a grace period of 10 working days.

25.2 If the reminder remains unanswered, all affected counterparties shall be informed in a second step.

25.3 In a third step, claims are pursued through the ordinary legal channels; Nivara AG shall provide the audit trail data for this purpose. In the event of a payment default lasting more than 30 days, a provisional suspension shall be imposed.

Clause 26 – Personal responsibility for tax matters

26.1 Each party is responsible for its own taxes. Income from notes issued by Swiss issuers, namely the coupon, profit share, kicker and exit share, constitutes income from a debt claim and is subject to withholding tax at a rate of 35 % (Art. 4 para. 1 let. a of the Federal Act on Withholding Tax (VStG); Clauses 23.4 and 42.6). The issuer deducts the withholding tax. Investors subject to tax in Switzerland may reclaim it; foreign investors are responsible for independently checking applicable double taxation agreements and any entitlement to a refund. Nivara AG does not provide tax advice and shall not be liable for any tax consequences.

Chapter E — Primary and secondary market

Clause 27 – Sales Support Tool (SST)

27.1 The Sales Support Tool (SST) is a tool operated by Nivara AG which enables Asset Owners, during the funding phase, to automatically accept purchase offers based on a pre-configured set of parameters (Addendum D) confirmed during the logged-in session. It becomes available as soon as Nivara AG activates it. The SST Register governs the full legal and technical description.

27.2 Nivara AG operates the SST but does not configure it at any time and does not make any matching decisions; the sole determining factors are the Asset Owner’s parameters set out in Addendum D. The SST serves exclusively to accept subscription offers in the primary market; the issuer is the sole seller, and each transaction is concluded between the issuer and the individual investor. There is no exchange of offers amongst multiple participants, nor is there any resale via the SST.

27.3 Repealed; Clause 36 applies to liability.

27.4 Use of the SST is optional for the Asset Owner. Without the SST, the Asset Owner confirms each trade manually. Both variants are legally equivalent and result in the same conclusion of the C1.1 agreement (Art. 973d et seq. CO).

27.5 Each SST execution constitutes the acceptance of a purchase offer by the Asset Owner. The acceptance is declared in advance: through Addendum D, the Asset Owner issues a conditional, pre-formulated declaration of acceptance (advance acceptance pursuant to Art. 3 et seq. CO). Each SST execution is legally attributable to the Asset Owner. The requirement for a bilateral conclusion of the agreement set out in C1.1 Art. 0.5 is thereby fully satisfied.

27.6 All SST parameters are set out in Addendum D. Addendum D forms an integral part of C3 and C1.1. The Asset Owner may update Addendum D at any time via the platform UI throughout the funding phase. Each update requires confirmation in the logged-in session and generates a new version with its own SHA-256 configuration hash, which is stored in the audit trail and, from the moment of commissioning pursuant to Clause 19.14, on-chain. SST deals already executed are irrevocably linked to the configuration hash at the time of their execution. Addendum D contains at least the following: minimum price, maximum price, maximum number of tokens per investor, total cap, minimum investment, jurisdiction filter, SST time window and the SHA-256 configuration hash of the respective version.

27.7 Prior to SST execution, each purchase offer shall undergo a full AML/KYC check: (1) active KYC/KYB status, (2) active on the T-REX whitelist from the moment of commissioning in accordance with Clause 19.14, (3) no AML flags, (4) compliant with the relevant jurisdiction. SST execution shall only take place if all applicable checks are positive. This check sequence is implemented as a mandatory technical gate and cannot be bypassed (SST Register Art. 7).

27.8 The SST is neither a DLT trading facility within the meaning of Art. 73a of the Financial Market Infrastructure Act (FinMIA) nor an organised trading facility within the meaning of Art. 42 FinMIA: it serves exclusively to accept subscriptions in the initial issue (funding phase), the issuer is the sole seller, the rules are set by the Asset Owner in Addendum D, and offers are not exchanged among participants. Nivara AG does not define any matching rules.

27.9 Nivara AG reserves the right to deactivate the SST immediately in cases of suspected money laundering under the AMLA, due to regulatory requirements or in the event of technical defects of the SST. The manual fallback remains available at all times. Nivara AG shall not be liable for any impact that deactivation of the SST may have on the funding period (C3 Art. P6).

27.10 Each SST execution is recorded in the audit trail (Clause 18) along with the deal hash and the configuration hash of the active Addendum D. From the moment of commissioning in accordance with Clause 19.14, each SST execution is additionally recorded on-chain before the token transfer is triggered. The Asset Owner's advance declaration of intent is thereby documented for each individual deal.

27.11 The Asset Owner shall be fully liable for the accuracy of all parameters configured in Addendum D. Incorrect configurations shall be deemed a binding declaration of intent. SST deals that have already been executed may not be challenged.

Clause 28 – Fair Pool (forum)

28.1 The Fair Pool is a forum in which holders and interested parties can publish their interests to sell and buy, with or without a price. It does not match buying and selling interests or broker contracts. Contact between the parties and the conclusion of the purchase agreement take place bilaterally and outside the system.

28.2 Until FINMA has clarified question O6, the Fair Pool shall not be operated, or shall be operated only in a manner that does not allow contracts to be concluded through the system.

28.3 Notes issued during the CH phase remain in the Swiss ledger and, after the change of operator, shall not be offered on the bulletin board under Art. 25 of Regulation (EU) 2020/1503 (Clause 41).

Clause 29 – Resale without negotiation in the system

29.1 For the purpose of resale, the platform only provides the forum, namely listings, the sharing of contact details with consent and the settlement instruction of both parties. Negotiations and the purchase agreement take place outside the platform; Nivara AG does not make price proposals, does not pass on any offers and does not carry out any transactions.

29.2 Buy Back and Sale Back transactions are carried out by the issuer in accordance with the terms and conditions of the bonds, not as trading via the platform.

Clause 30 – Trade Benefits and Addendum E

30.1 Trade Benefits are bilateral benefits provided by the seller. They are agreed in the purchase agreement (C1.2); Addendum E serves as a template. Nivara AG shall neither make any payment for Trade Benefits nor accept any remuneration in connection with them. Trade Benefits are disclosed in full and shall not be misleading.

30.2 Trade Benefits do not constitute income from the note, do not establish a collective investment scheme, and do not represent a guaranteed return. TB-04 and TB-06 are subject to legal approval.

Clause 31 – Secondary market: liability and legal classification

31.1 Nivara AG does not operate a trading venue, an organised trading facility or a DLT trading facility. It is not a counterparty. Transfers take place bilaterally between authorised wallets in accordance with the registration agreement.

31.2 The seller is liable for the full fulfilment of the Trade Benefits it offers. Nivara AG shall not be liable for any lost business; advertisements do not create any obligation to enter into a contract.

Clause 32 – Threshold catalogue 'material change'

32.1 This catalogue specifies the term 'material change' in accordance with BST-C26 (Asset Owner's reporting obligation) and BST-C27 (R1.2 obligation). It is binding for all assets across all categories and may be amended with 90 days’ notice in accordance with Clause 39.

32.2 Changes in valuation and revenue shall be reported: (a) a deviation in market value of ±15 % or more from the most recent R1.1/R1.2 valuation, to be reported within 10 working days; (b) a change in annual revenue of ±20 % compared with the figure in the prospectus (Addendum A) or the most recent R1.2 revenue report, to be reported within 10 working days. Regular indexation and general market developments below these thresholds do not trigger a reporting obligation.

32.3 Any transfer of ownership (sale, gift, inheritance, corporate transaction) shall be reported immediately. A change in the majority shareholding (>50 %) or in the beneficial owner of legal entities shall be reported within 5 working days.

32.4 A new mortgage, a new easement, a seizure or a court order shall be reported immediately. Pending legal proceedings with a disputed amount of CHF 10,000 or more that directly affect the asset or its proceeds shall be reported within 5 working days.

32.5 Changes in the use of specific assets shall be reported within the following deadlines. Real estate: change of designated use, building permit for renovation work exceeding 20 % of appraised value, or interruption of use for more than 30 days: within 10 working days. Music rights/IP: licence revocation, loss of a primary licence (>10 % of annual revenue), copyright infringement claim, catalogue transfer: within 5 working days. Private equity: filing for insolvency, change of CEO, loss of a key client (>20 % of turnover): within 5 working days.

32.6 For each reportable event pursuant to Clauses 32.2–32.5, an extraordinary R1.2 audit shall be initiated and completed within 20 working days of the notification (C3 Art. P3). Until the R1.2 is submitted, the investors' extraordinary exit rights shall remain in effect (C1.1 Art. 8.6a).

32.7 In cases of uncertainty as to whether an event is subject to a notification, the Asset Owner or the expert/BP may submit a preliminary enquiry to Nivara AG. Nivara AG shall issue a binding decision within 2 working days. In case of doubt, the notification obligation shall apply.

32.8 The Asset Owner shall submit notifications in accordance with Clauses 32.2–32.5 and preliminary enquiries in accordance with Clause 32.7 to Nivara AG via the communication module. Nivara AG shall inform the investors of the exit rights set out in Clause 32.6 and the exercise thereof.

Chapter F — Compliance, fraud prevention and sanctions

Clause 33 – Fraud prevention and monitoring

33.1 Login details, private keys or similar information shall never be shared via social media, messaging services or unsolicited emails. Official communication takes place via the platform and from email addresses belonging to the domains nivara-capital.com and nivara-group.com.

Clause 34 – Suspicious activity reports and account suspension

34.1 Experts and Business Partners shall submit a report via the communication module where there are reasonable grounds for suspicion. Nivara AG shall then suspend the account and investigate the matter within 10 working days. Only the Nivara Business Manager may authorise the lifting of the suspension.

34.2 Where Nivara AG qualifies as a financial intermediary under the AMLA, it shall report suspicious cases to the Money Laundering Reporting Office (MROS). The person concerned shall not be informed of the filing of such a report. Nivara AG may suspend accounts and block transactions to the extent required by law.

Clause 35 – Sanctions and embargo compliance

35.1 Use of the platform is prohibited for sanctioned persons and organisations, as well as for persons based or resident in jurisdictions subject to an embargo. Nivara AG conducts sanctions and Office of Foreign Assets Control (OFAC) screening during KYC/KYB (Sumsub) verification and on an ongoing basis. In the event of a sanctions match, the account shall be provisionally suspended, and promptly reviewed by Compliance (Clause 34). (BST-N26)

Chapter G — Liability, amendments and final provisions

Clause 36 – Liability

36.1 Liability for wilful misconduct and gross negligence is not limited (Art. 100 CO). In relation to consumers, the mandatory statutory liability rules apply.

36.2 In the case of slight negligence, liability shall, to the extent permitted by law, be limited to the foreseeable, typical damage and shall not exceed the platform fees paid during the preceding 12 months.

36.3 Nivara AG shall not be liable for investment performance. The issuer and its governing bodies are liable for the offering documents and the terms and conditions of the bonds.

36.4 Nivara AG shall not be liable for failures and risks associated with blockchain networks that are beyond its control.

Clause 37 – Force majeure

37.1 Performance obligations shall be suspended to the extent and for as long as they are prevented by extraordinary, unforeseeable events beyond the reasonable control of either party (e.g. natural disasters, governmental measures, or failure of critical infrastructure). The affected party shall report the event without undue delay via the communication module. If the disruption lasts longer than 60 days, either party shall have the right to terminate the contract extraordinarily. (BST-N25)

Clause 38 – Severability clause

38.1 If any provision of these Terms of Use, the Privacy Policy or an individual contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent. The same shall apply to any regulatory gaps.

Clause 39 – Right to amend and versioning

39.1 Nivara AG may amend these Terms of Use for any of the following reasons: changes in legislation or case law, regulatory requirements imposed by an authority, a change of operator pursuant to Clause 41, new features that do not adversely affect the user, security, or changes to fees pursuant to Clause 24.

39.2 Amendments shall be communicated to business customers at least 30 days and to consumers at least 60 days before they take effect, by email and via a notice on the platform.

39.3 The user may terminate the platform relationship free of charge at any time before the amendments take effect. The notification shall inform the user of this right.

39.4 Material amendments, including changes to principal obligations, fees and dispute resolution, shall only take effect in relation to consumers with their express consent. Silence shall constitute consent only in the case of immaterial amendments and only if the notifications expressly state this consequence.

39.5 Changes to these Terms of Use shall not affect the terms and conditions of existing Notes or contracts that have already been concluded (C1.1, C1.2, C3).

39.6 Each version is assigned a version number; Nivara AG shall provide previous versions on request. Clause 16 of the Privacy Policy shall apply to the Privacy Policy.

Clause 40 – Termination of the platform relationship

40.1 The user may terminate the platform relationship by giving 30 days' notice, provided there are no outstanding positions. Nivara AG may terminate the platform relationship by giving 90 days' notice or, in the event of serious breaches, without notice. The continuity of the platform is governed by Clause 16.

40.2 Contracts that have already been concluded remain in force until they are fulfilled; the rights arising from the Notes are governed by the terms and conditions of the bonds.

Chapter H — Change of operator, financial services and user content

Clause 41 – Change of operator to Liechtenstein

41.1 Nivara AG may transfer the platform relationship to NIVARA AG FL, Schaan, a group company that is to be authorised by the Financial Market Authority (FMA) as a crowdfunding service provider. Upon this transfer, the Terms of Use and the Privacy Policy for Switzerland and the EEA shall apply.

41.2 Notice of the change shall be given at least 60 days in advance, including details of the new operator, its supervisory authority and the transfer of data (Clause 17 of the Privacy Policy). The notification may be given prior to authorisation, subject to authorisation being granted; the change shall take effect no earlier than upon authorisation.

41.3 Business customers consent to the transfer by accepting these Terms of Use. Consumers give their express consent. Without such consent, the relationship with Nivara AG shall continue until it is terminated; termination is free of charge.

41.4 The change of operators shall not reduce the user's level of protection. Following the transfer, Swiss users shall be served on a cross-border basis in accordance with the FinSA.

41.5 Notes that were offered by Nivara AG prior to the change shall remain in the Swiss ledger (Clause 28.3).

Clause 42 – Financial services and information under the FinSA

42.1 Nivara AG is a financial service provider under the FinSA. It provides solely execution and order transmission services; no appropriateness or suitability assessment is carried out pursuant to Art. 13 FinSA, and Nivara AG shall inform users of this before each investment.

42.2 The information required under Art. 8 FinSA comprises the name and address of Nivara AG, its field of activity and its supervisory status (not subject to prudential supervision), the relevant risks (“NIVARA Asset Note Risk Disclosures”), which shall be provided before the first investment and acknowledged during onboarding, and the applicable costs (Annex A).

42.3 Distribution partners are responsible for their own registration.

42.4 Offerings of up to CHF 8 million per issuer within a 12-month period are exempt from the prospectus requirement pursuant to Art. 36 FinSA. A key information document shall be provided where required under Art. 58 et seq. FinSA.

42.5 Notes are claims against the issuer. They are not protected by either the deposit guarantee scheme or the investor compensation scheme.

42.6 Income from notes issued by Swiss issuers is subject to withholding tax at a rate of 35 %, which Swiss tax residents may reclaim.

42.7 Until question O4 has been resolved, only persons who are not regarded as persons abroad under the Federal Act on the Acquisition of Immovable Property in Switzerland by Foreign Non-Residents (ANRA) may invest in issues involving Swiss residential properties.

Clause 43 – EEA country section

43.1 Not used in this version. The EEA country-specific section shall apply together with the Terms of Use for Switzerland and the EEA from the date of the change of operator.

Clause 44 – User content, reports and moderation

44.1 User content includes messages exchanged via the communication module and company chat, content provided by issuers on their project pages, and, once introduced, posts in the Community Garden and listings in the forum.

44.2 Prohibited content includes unlawful or misleading content, content intended to manipulate prices, investment recommendations made to other users, publicly shared invitation links or QR codes (C3 Art. P5.2), and personal data of third parties disclosed without a legal basis.

44.3 Prohibited content may be reported via the communication module. Nivara AG shall review reports promptly and objectively, remove or block content where necessary and provide the affected parties with reasons for its decision.

44.4 Nivara AG may remove or restrict content and suspend accounts in accordance with Clauses 34 and 40. If it uses automated tools for this purpose, it shall disclose this.

Annex A — Fee schedule

A.1 – Fee matrix by role and audit scenario

Annex A forms an integral part of these Terms of Use. Amendments shall be made exclusively in accordance with the notice period set out in Clause 24 (at least 90 days). Contracts already concluded shall remain subject to the version confirmed at the time the contract was entered into. Version 2.0, valid from 5 October 2026.

Change of fees: Clause 24 · at least 90 days' notice via the communication module · existing contracts not affected (Clause 24) · right to object in accordance with the respective individual contract.