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LeadersCap provides exclusive access to high-potential, late-stage tech companies for qualified investors

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Terms of Service

Our terms and conditions for investors

TERMS OF USE – LeadersCap (Private Equity Club Deals)

1. Preamble and Definitions

Adamas Group SA, a Swiss joint-stock company (IDE No. CHE‑442.653.670) with registered office at Boulevard du Pont‑d'Arve 28, 1205 Geneva, operates an investment access platform under the trade name “LeadersCap” (hereinafter “LeadersCap” or the “Platform”). These Terms of Use (the “Terms”) govern access to and use of the Platform by any qualified user (the “Investor”) as well as the intermediation services provided by LeadersCap.

  • Nature of activity: LeadersCap is a technical intermediation platform for club deals in the field of private equity. Its role is to facilitate introductions between project sponsors (companies or entities offering an investment opportunity, hereinafter the “Project”) and qualified Investors (as defined below) wishing to co‑invest collectively in such Projects. Investments are typically structured as pooled participations (for example via a special purpose vehicle – SPV – grouping several co‑investors).
  • What LeadersCap provides: a sourcing service (identifying) of investment opportunities, presenting information and documentation relating to Projects, and introducing and coordinating investors to form a club deal. The Platform provides online tools to review available deals, monitor the progress of investments, and communicate with project sponsors or co‑investors.
  • What LeadersCap does not provide: no advisory or management service. LeadersCap is not an investment adviser and provides no personalised recommendations regarding the opportunities presented. No information on the Platform should be interpreted as a recommendation to buy or sell a financial instrument, nor as an analysis of the Investor’s particular situation. Likewise, LeadersCap does not provide portfolio management services for Investors and does not act as a custodian of funds. Nothing in the use of the Platform creates a portfolio management or advisory mandate between the Investor and LeadersCap – there is no principal–agent relationship within the meaning of Swiss Code of Obligations art. 394, and no fiduciary duty is owed by LeadersCap to the Investor under these Terms. The Investor uses the Platform independently and takes decisions alone.
  • Qualified Investor: access to the Platform is within the meaning of Swiss financial law. “Qualified Investor” generally means: (a) (banks, insurers, pension institutions, etc.), (b) (as defined under the Swiss Financial Services Act – – e.g., high‑net‑worth clients who have opted to be treated as professionals, large corporates, etc.), and (c) individuals with sufficient wealth and expertise to independently assess non‑traditional investments and bear the related financial risks. Non‑professional (non‑qualified) private clients have no access to LeadersCap’s services. The Investor acknowledges that, by virtue of the qualified status, they are deemed
strictly limited to qualified Investors
institutional investors
professional investors
FinSA/LSFin
able to make investment decisions knowingly and to assess and assume the corresponding financial risks.
  • Entry Fee: a one‑off fee due to LeadersCap by the Investor upon participation in a deal (generally calculated as a percentage of the invested amount or a predefined flat fee). The precise terms (rate or fixed amount, currency, due date) are communicated for each opportunity or set out in an annex. Unless stated otherwise, the Entry Fee is payable upon confirmation of participation by the Investor in a Project (e.g., at closing). This fee is non‑refundable, including if the investment ultimately does not complete or if the Investor later withdraws, in consideration for the sourcing and privileged access work performed by LeadersCap.
  • Performance Fee (carry): a success‑based fee due to LeadersCap calculated on the profit or gain realised by the Investor upon the exit of the investment (e.g., a percentage of net profits when the Project is sold or distributions are made). Exact terms (percentage rate, computation basis – capital gain, IRR, etc. – and timing, typically upon exit or distributions) are specified in the deal documentation or in an annex to these Terms. The Performance Fee is intended to align LeadersCap’s interests with those of Investors (remuneration contingent on success). Consequently, if the Investor realises no gain (unfavourable outcome or loss), no Performance Fee is due.
  • Platform: the secure web interface (website and/or app) of LeadersCap through which Investors access deal information and documents and can express interest or subscribe to a Project within a club deal framework. Use of the Platform requires creation of a named user account and prior acceptance of these Terms.

  • 2. Access Conditions

    Given the specialised nature of the investments offered, registration and access to LeadersCap are reserved exclusively for qualified Investors. When creating an account, the user must attest on their honour that they meet the criteria of a qualified Investor as defined above. LeadersCap reserves the right to request any necessary evidence (e.g., proof of sufficient wealth, investment experience, professional status, etc.) to verify the user’s qualification.

    • Qualification process: the user must complete a detailed registration form including, in particular: declaration of status (professional/institutional or HNWI opted‑out as professional), information on investment experience, risk understanding, and financial capacity. The user must also review these Terms, especially the risk warnings, and tick the acknowledgement checkboxes (see section 16). Platform access is granted only after validation of these steps. LeadersCap may, at its sole discretion, refuse access or registration if criteria are not met or for any legitimate reason (e.g., doubts about the truthfulness of statements, compliance risk), without any obligation to state reasons.
    • Strictly personal use: access credentials are personal (or tied to a legal entity represented by a duly authorised individual). The Investor undertakes not to share login details and to promptly notify LeadersCap of any unauthorised access. All information provided on registration must be accurate and updated upon change.

    If at any time an Investor no longer meets the conditions to be considered qualified (e.g., change of circumstances or false declaration discovered later), LeadersCap may suspend or terminate access with immediate effect. Any serious breach of these Terms may result in exclusion from the Platform without notice, the excluded Investor remaining bound by earlier commitments (notably any confirmed subscription and related fees remain due).


    3. Nature and Limitation of LeadersCap’s Service

    3.1 Technical intermediation role

    LeadersCap acts exclusively as a technical intermediary connecting parties wishing to invest together. Services are limited to: presenting potential investment opportunities, organising expression‑of‑interest collection, and coordinating club‑deal structuring (notably via the setup of an investment vehicle where appropriate, in collaboration with partner providers).

    In no event does LeadersCap make investment decisions on behalf of Investors or execute transactions in financial instruments for Investors. The decision to invest (or not) in a Project belongs entirely and exclusively to the Investor, acting on their own account and under their sole responsibility.

    3.2 No advice and no management – Warning

    It is firmly stipulated that LeadersCap is not a financial adviser. LeadersCap does not perform any personalised analysis of the Investor’s situation (profile, objectives, risk tolerance) and provides no investment advice within the meaning of FinSA. The Investor acknowledges that no advisory, discretionary management, or special relationship of trust arises from mere use of the Platform.

    LeadersCap issues no recommendation as to whether it is appropriate to invest in any Project. The information and documents provided (company decks, figures, business plans, etc.) are purely informational, as transmitted by project sponsors, with no validation or assessment by LeadersCap as to their quality or relevance. The Investor must review them critically and must not treat their presence on the Platform as a label or endorsement by LeadersCap.

    LeadersCap also conducts no suitability or appropriateness checks of each investment relative to the Investor’s specific profile. It is for the Investor to ensure that they understand the proposed transaction and that it fits their personal situation.

    3.3 Not a regulated financial intermediary

    LeadersCap is not a regulated financial intermediary (not subject to FINMA licensing). In particular: LeadersCap does not perform portfolio management, does not hold securities accounts or deposits, does not accept public deposits, and does not distribute financial instruments to the retail public. The Platform addresses only qualified Investors acting for their own account, which excludes the application of multiple retail‑protection rules and prospectus requirements. Moreover, since LeadersCap provides neither personalised advice nor investment recommendations, it does not provide a regulated financial service within the meaning of FinSA, which justifies the absence of prudential authorisation. The Investor therefore acknowledges that LeadersCap operates outside the scope of FinSA, save for any residual obligations that may apply (such as general duties of good faith).

    LeadersCap nevertheless undertakes to respect the Swiss legal framework applicable to its specific technical intermediation activity. Inter alia, LeadersCap voluntarily applies high standards of transparency and information towards Investors on a contractual basis, even though FinSA rules do not apply here. In addition, LeadersCap may be required to comply with certain obligations under the Anti‑Money Laundering Act (AMLA/LBA), for example by identifying Investors and beneficial owners (KYC) where the nature of the operation requires it. The Investor undertakes to provide any information and documentation needed for such purposes, upon request by LeadersCap or its partners (e.g., a depositary bank setting up the investment vehicle).


    4. Investor Obligations and Responsibility

    4.1 Mandatory personal due diligence

    Each Investor using the Platform undertakes to perform their own analysis and verification (due diligence) of each contemplated investment. This notably implies:

    • Independent analysis of the Project: carefully study the documentation provided (pitch, financials, strategy, deal terms, etc.) and, if necessary, obtain additional information directly from the project sponsor. The Investor must not blindly rely on information presented via LeadersCap, as it may be incomplete or partially inaccurate despite good faith (see section 7).
    • Use of independent professional advisers: the Investor is strongly encouraged to consult, at their own expense, independent advisers – e.g., a licensed investment adviser, a lawyer for legal aspects, a tax adviser for tax implications, or any other relevant expert – before making a decision. LeadersCap provides no personalised legal, tax, or financial advice, and urges the Investor to obtain independent professional advice.
    • Assessment of personal situation: the Investor must carefully assess their financial capacity to bear a potential loss, as well as the compatibility of the investment with time horizon, portfolio diversification, and personal objectives. Given the high risk inherent in private equity, the Investor must only commit amounts they can afford to lose without jeopardising their overall financial situation.

    4.2 Investor representations and undertakings

    By accessing the Platform and before subscribing to any deal, the Investor expressly represents and acknowledges the following:

    • Status: “I certify that I am a qualified/sophisticated Investor within the meaning of Swiss law (professional or institutional investor, or high‑net‑worth individual meeting the criteria and having opted for that status). I understand that the Platform is not intended for non‑qualified persons and I will not share my access or investment information with unauthorised third parties.”
    • No advice: “I am aware that LeadersCap provides no investment advice and no personalised recommendation. I do not treat any information provided as advice or inducement to invest, and I do not base my investment decisions on any implicit approval by LeadersCap.”
    • Risk understanding: “I fully understand that the investments offered carry high risks, including the risk of total loss of capital. I have carefully read the Important Risk Warnings (section 5 below) and accept them. I am fully aware that these investments are illiquid, long‑term, and with no guarantee of return.”
    • Financial capacity and experience: “I confirm that I have the experience and knowledge to assess the risks associated with private‑equity investments, and that my financial situation allows me to bear substantial losses, potentially total, without impairing my financial stability.”
    • Personal responsibility: “I make my investment decisions autonomously and knowingly, based on my own analysis and, where appropriate, my independent advisers. I remain solely responsible for all decisions to invest or not to invest and assume the consequences of my investments, without recourse against LeadersCap in case of negative performance.”
    • Personal due diligence: “Before committing to a deal, I perform my own checks and evaluations. I will only commit if, after personal analysis, I am convinced that it fits my objectives and constraints. I am aware that LeadersCap has not exhaustively verified the Project information and that it is up to me to supplement such verification as I deem necessary.”
    • Independent advisers: “I undertake to consult my own professional advisers (financial, legal, tax, etc.) for any aspect I do not master, before making my final decision to invest.”
    • No reliance on LeadersCap: “I do not expect any guarantee, validation, or assurance of success from LeadersCap regarding the Projects presented. I do not consider LeadersCap a guarantor or co‑contracting party to my investments.”

    These statements constitute an essential contractual undertaking by the Investor. Any false statement may engage the Investor’s liability and constitute a material breach justifying exclusion (with potential legal consequences).


    5. Disclaimers and Important Risk Warnings

    To ensure that the Investor fully appreciates the scope of the risks and the extent of LeadersCap’s non‑guarantees, the warnings below are displayed prominently:

    ⚠️ IMPORTANT WARNINGS – RISKS & NO GUARANTEES ⚠️

    • RISK OF TOTAL LOSS: By investing via LeadersCap, you risk losing up to 100% of the capital invested. The investments offered – by their nature (private equity, startups, unlisted SMEs, etc.) – are highly speculative and volatile. There is a real possibility that you will recover none of the sums invested. Do not invest money you cannot afford to lose entirely.
    • NO GUARANTEED RETURN: No return or future performance is guaranteed by LeadersCap or by project sponsors. Any financial projection or indication of potential performance is purely indicative and non‑contractual. Past performance (if any) does not in any way predict future results. You should not assume expected results will be achieved – they may be lower than expected or negative.
    • ILLIQUID INVESTMENTS: Investments made via the Platform are highly illiquid. They are generally unlisted participations with no active secondary market. You may need to hold your investment for many years (a typical horizon of 5–10 years or more) before a possible exit (sale, IPO, redemption, etc.), with no possibility of early withdrawal. Your funds may be locked and unavailable for the project’s duration.
    • NO ADVICE / NO RECOMMENDATION: LeadersCap provides no investment advice and issues no personalised recommendation regarding the opportunities presented. All information is provided for general information purposes only. You alone decide whether to participate in a deal and must do so independently. If in doubt, you must consult a professional financial adviser of your choice.
    • NO VALIDATION OF PROJECTS: The fact that a Project appears on LeadersCap does not mean that LeadersCap or Adamas Group SA has audited, approved, or deemed it reliable. LeadersCap does not endorse any project and does not guarantee its viability or success. Information mainly comes from project sponsors themselves. LeadersCap cannot guarantee accuracy, completeness, or timeliness. Projects may involve hidden flaws or legal/business risks not apparent. It is your responsibility to conduct your own checks and exercise critical judgment.
    • DEFAULT & GENERAL RISK: Numerous factors beyond LeadersCap’s control can negatively affect an investment: business failure, fraud or misconduct by the sponsor, adverse economic conditions, regulatory changes, etc. LeadersCap cannot prevent or cover such risks. In case of Project default (bankruptcy, insolvency, fraud…), the Investor may lose all capital and will have no claim against LeadersCap arising from such default.
    • INVESTOR RESPONSIBILITY: Ultimately, you are solely responsible for your decision to invest or not. Nothing presented on the Platform should be interpreted as a firm inducement or assurance of success. By ticking acceptance of these Terms, you acknowledge that you understand these risks and agree to proceed on an informed basis.

    (End of warnings.)

    These disclaimers are repeated across the Platform to ensure they are read and understood. If you do not accept or understand any of these warnings, you must not use the Platform or invest via it.


    6. LeadersCap Remuneration and Fees

    LeadersCap’s business model is based on remuneration linked to completed investments (no recurring subscription fees). The two main components are the Entry Fee and Performance Fee defined in section 1. In line with transparency obligations, all applicable fees are clearly disclosed to the Investor prior to any commitment. There are no hidden fees.

    6.1 Entry Fee

    For each opportunity the Investor chooses to commit to, LeadersCap charges a one‑off entry fee as remuneration for sourcing and structuring the opportunity. The Entry Fee amount or rate may vary depending on investment size or Investor tier (e.g., differentiated schedules for “Community”, “Emerging”, “Qualified”, etc., with lower fees for higher tickets, see the fee schedule, if any, in annex).

    Indicatively, the Entry Fee typically ranges between 5% and 8% of the invested amount (or the equivalent in currency if CHF/USD/EUR), but specific conditions may apply as set out in each deal’s factsheet. The fee is invoiced upon investment confirmation (e.g., debited at closing from called funds, or called separately). Unless otherwise provided, the Entry Fee is non‑refundable once the investment is confirmed, even if the Project subsequently fails or the Investor exits at a loss, since the intermediation service has already been performed. If, for a reason attributable to the sponsor or to LeadersCap, the deal fails to reach closing (e.g., transaction cancelled pre‑completion), LeadersCap may, at its discretion, decide on a total or partial refund of the Entry Fee, without any obligation – each case will be handled fairly based on circumstances.

    6.2 Performance Fee (carry)

    If the investment later succeeds (i.e., the Investor realises a profit or gain on invested capital), LeadersCap will receive a Performance Fee computed as agreed. Typically, the Performance Fee corresponds to a percentage of the Investor’s net profit. As an example, a standard rate could be around 20% of profits, adjusted by investment tier or membership (some Premium members might benefit from reduced rates, e.g., 15%, while basic members could be at 25%).

    The exact calculation will be detailed in the term sheet or investment agreement for each deal. In principle, the Performance Fee applies only to profits (if no profit or a loss, no carry is due). The Performance Fee may include a hurdle rate or preferred return: for example, LeadersCap receives carry only above a minimum return achieved by the Investor, ensuring capital and a baseline return are recovered first. Such modalities will be expressly defined in the deal documents.

    Carry is generally deducted upon exit, i.e., when the Investor actually receives proceeds (distributions, sale proceeds, buy‑back, IPO, etc.). It may be netted directly from distributions by the investment vehicle or paid via separate invoice. LeadersCap commits to transparent calculation and will provide the Investor with a breakdown upon request.

    6.3 No double remuneration and alignment of interests

    LeadersCap does not engage in double charging: the fees described (Entry Fee and Performance Fee) are the only remuneration received by LeadersCap for services rendered to the Investor. There are no other hidden commissions, whether borne by the Investor or by project sponsors, unless expressly disclosed. If, by exception, a sponsor were to remunerate LeadersCap (e.g., a success fee paid by the target company upon a successful raise), this will be disclosed in advance to avoid conflicts of interest (and may, for instance, be offset against Investor fees).

    The Entry + Performance fee model aims to ensure alignment of interests: LeadersCap only does well if the investments it proposes succeed (via carry), while covering operational costs via the Entry Fee. The Investor understands and accepts this model and acknowledges that carry gives LeadersCap a direct financial interest in the project’s success (see section 13 on conflicts of interest).

    6.4 Communication and invoicing

    Prior to any investment decision, LeadersCap will provide the Investor with a clear summary of fees applicable to that particular deal (usually in the deal documents or subscription form). The Investor must confirm agreement to these fees when subscribing. Entry Fees will be invoiced or called and payable as indicated (bank transfer, account debit, etc.). In case of late payment, LeadersCap may suspend the Investor’s participation in the deal or set‑off against other amounts due to the Investor.

    All amounts are exclusive of taxes. If any tax (e.g., VAT) applies, it will be added according to law. The Investor is solely responsible for personal tax obligations related to fees and income. LeadersCap makes no tax withholdings unless required by law and provides no tax advice.


    7. Project Information

    7.1 Source of information and no warranty

    Information, documents, and data presented on Projects via the Platform largely originate from project sponsors or third‑party sources. LeadersCap may reformat or summarise for presentation but does not alter substance. LeadersCap does not conduct exhaustive, independent verification of each item of information. Although there is an initial filter to select serious projects, LeadersCap cannot guarantee that all statements or figures provided by sponsors are correct, complete, or up to date.

    Accordingly, all information is provided “as is” with no warranty as to accuracy or completeness. Typical documents may include: company decks, financial statements (annual accounts, KPIs), indicative term sheets, draft legal documentation, etc. The Investor should assume there may be errors, omissions, or inaccuracies and must verify by other means any material information before relying on it. For instance, if in doubt over financials, the Investor should request supporting evidence or deeper due diligence (directly or via an adviser).

    LeadersCap disclaims any liability for false or misleading information provided by a third party (sponsor or otherwise) and relayed in good faith on the Platform. Display of a Project on the Platform is not an approval or endorsement by LeadersCap. The Investor must not interpret order of appearance or selection as a specific quality seal; lack of mention of specific risks or flaws does not mean they do not exist.

    7.2 Communications and interactions

    The Platform may offer communication spaces (private forums, deal FAQs, messaging) allowing Investors to ask questions to sponsors or the LeadersCap team. Such exchanges aim to provide clarity on the Project. However, all responses and information remain the responsibility of the party providing them (primarily the sponsor). LeadersCap may moderate but does not guarantee the veracity of sponsor responses.

    The Investor must maintain a respectful tone and confidentiality in these exchanges. Disclosing confidential information about a Project outside authorised channels or to unauthorised persons is strictly prohibited (see section 9 on confidentiality).

    7.3 Prevailing contractual documents

    For each investment, if the Investor decides to commit, they will sign specific contractual documents (e.g., subscription agreement, SPV bylaws, shareholders’ agreement). If there is any discrepancy between information on the Platform and the stipulations of the final contractual documents, the latter shall prevail. The Investor must therefore read carefully the definitive legal documentation for the deal, which alone is contractually binding. LeadersCap is not liable for differences between a Platform summary and the contractual reality if the Investor received the final documents and had the opportunity to review them prior to committing.


    8. Limitation of Liability

    8.1 General exclusion principle

    To the extent permitted by law, the liability of LeadersCap (Adamas Group SA) towards the Investor is strictly and entirely limited as follows: LeadersCap excludes any liability for any damage or loss suffered in connection with use of the Platform or an investment made via it, except in cases of wilful misconduct (fraud) or proven gross negligence by LeadersCap.

    Accordingly, LeadersCap shall not be liable for the Investor’s financial losses (loss of capital, shortfall, write‑downs, etc.), nor for any indirect, special, or consequential damages (such as lost opportunity, moral damage, reputational harm, etc.), where LeadersCap has not committed intentional wrongdoing or gross negligence in performing its obligations. This exclusion notably covers, without limitation:

    • Investment outcome/performance: LeadersCap assumes no responsibility for a Project’s success or failure. If an investment results in partial or total loss or fails to meet expected returns, the Investor shall have no claim for compensation from LeadersCap. The Investor knowingly assumes this risk (see section 5).
    • Inaccurate or incomplete information: LeadersCap is not responsible for errors, inaccuracies, or omissions in Project information, insofar as they originate from third parties. LeadersCap expressly disclaims liability in this respect, unless it is established that LeadersCap knowingly relayed false information intentionally (fraud).
    • Investor decisions: The Investor is the sole decision‑maker. LeadersCap is not responsible for investment decisions taken by the Investor, even if such decisions prove inappropriate or harmful. As LeadersCap cannot judge the suitability for each user, it is for the Investor to bear the consequences of their choices.
    • Technological/operational issues: LeadersCap does not guarantee uninterrupted, error‑free access to the Platform. In case of technical issues (server outage, service interruption, bug, malicious intrusion, etc.) or delays, LeadersCap will use reasonable efforts to remedy, but is not responsible for losses or indirect costs due to temporary unavailability. Likewise, internet use involves risks (viruses, hacking, interception) for which the Investor must take protective measures. LeadersCap is not liable for harmful consequences of a security breach where usual protections were in place.
    • Sponsor default: LeadersCap is not a party to investment contracts concluded between the Investor (or the SPV representing co‑investors) and the sponsor/target. Therefore, in case of sponsor default (e.g., failure to deliver instruments, misuse of funds, fraud, etc.), any action must be directed against the sponsor. LeadersCap, not being contractually bound, is not responsible for sponsor acts/omissions. LeadersCap may assist the Investor (e.g., information, attestations) without assuming liability.

    8.2 Liability cap and insurance

    In the unlikely event LeadersCap’s liability is nonetheless engaged (e.g., proven gross negligence), the Investor acknowledges that the maximum amount of damages that may be claimed from LeadersCap shall, unless otherwise agreed or required by mandatory law, be limited to the total fees (Entry Fees) paid by that Investor for Platform use or participation in deals in the 12 months preceding the event giving rise to liability. This financial cap aligns liability with revenues actually received by LeadersCap in relation to the Investor and avoids disproportionate amounts unrelated to the service rendered.

    Moreover, Adamas Group SA (LeadersCap) maintains professional liability insurance covering its intermediation activity, to guard against potential claims. While this section contractually limits liability, LeadersCap states that, as a best practice, it holds adequate insurance coverage (amount available on request) to enhance user protection in case of a major issue attributable to its fault.

    8.3 No ancillary warranties

    No warranty or promise not expressly set out herein is given by LeadersCap. Any non‑mandatory statutory warranties are excluded. The Investor waives any warranty of merchantability or fitness for a particular purpose concerning the Platform or services. Services are provided on a best‑efforts basis (obligation of means, not of result).


    9. Intellectual Property and Confidentiality

    9.1 LeadersCap IP rights

    All content and elements made available on the Platform (including site structure, text, logos, graphics, images, videos, software, databases, design, interactive elements, etc.) are protected by copyright, trademark, and/or other IP rights. Adamas Group SA owns or has licensed all such elements. The name “LeadersCap” and logo are trademarks owned by Adamas Group SA. No licence or usage right is granted to the Investor over these elements other than using the service for its purpose. The Investor must not reproduce, represent, modify, distribute, or exploit any part of the Platform content without prior written consent from LeadersCap.

    The Investor may print or save Platform pages containing deal information for personal use, solely to assess the investment opportunity. Any commercial use or distribution to unauthorised third parties is strictly prohibited. In case of IP infringement, LeadersCap reserves the right to suspend access and take legal action (including infringement proceedings where applicable).

    9.2 Third‑party content – Sponsors’ rights

    Documents and presentations related to Projects (e.g., business plans, executive summaries, photos, target logos, etc.) remain the intellectual property of the project sponsors or entities providing them. LeadersCap disseminates such content with implicit or express permission, solely to enable Investors to evaluate opportunities. The Investor undertakes to respect the rights attached to such third‑party content and must not reuse it outside the Platform context, nor disclose it to third parties (except to trusted advisers for evaluation purposes, see section 9.3).

    Where a sponsor requires a separate non‑disclosure agreement (NDA) to access sensitive information, the Investor must comply independently of these Terms.

    9.3 Confidentiality and non‑disclosure

    Confidentiality duty: By accessing investment offers on LeadersCap, the Investor may obtain confidential and sensitive information about companies. The Investor undertakes to keep strictly confidential all non‑public information obtained via the Platform. Disclosure to any third party is prohibited, save to professional advisers (lawyer, notary, financial or tax expert) who themselves are bound by confidentiality. The Investor must inform such advisers of the confidential nature and ensure they observe the same restrictions. The Investor is responsible for any unauthorised disclosure by themselves or their auxiliaries and may face sanctions (legal and Platform exclusion) in case of breach.

    This confidentiality duty applies throughout the Investor’s access period and for 3 years after termination, or until the information becomes public other than through the Investor’s fault.

    Exceptions apply to information already in the public domain or lawfully received from another source not bound by confidentiality. In case of legal or regulatory request (court, authority) requiring disclosure, the Investor may comply after informing LeadersCap where possible (unless legally prohibited) and strictly within the required scope.

    9.4 References and communications

    Unless stated otherwise, LeadersCap may mention the name of the Investor (if a legal entity) or its company and participation in deals as a business reference, only with the Investor’s consent. For example, to facilitate networking among club members, and with consent, LeadersCap may share professional contact details of one Investor with another Investor or a sponsor. By default, Investors’ personal information is not shared with other users without consent. LeadersCap may, however, publish anonymised aggregate statistics (e.g., number of participants, invested amounts by country, etc.) including the Investor’s participation in a non‑identifiable manner.


    10. Personal Data and Privacy

    LeadersCap values the protection of users’ personal data. Processing of personal data is governed by a separate Privacy Policy, compliant with Swiss law (rev. FADP/LPD) and, where applicable, the EU General Data Protection Regulation (GDPR). This Policy is available on the site and must be read carefully. By accepting these Terms, the Investor also consents to processing of their data as described therein.

    In particular, certain data may be collected and used for: verifying identity and qualified‑investor status, anti‑money‑laundering prevention (KYC), operational account management, sending deal information, and generally performing the contract. Such data may include sensitive information (e.g., wealth/experience evidence). LeadersCap undertakes to collect only what is necessary and to secure such data.

    Limited data sharing: in the context of an investment, LeadersCap may need to share certain Investor information with involved partners (e.g., a depositary bank managing the SPV for subscription documents, or the sponsor for shareholder registers, etc.). Sharing is limited to what is required for proper execution, and the Investor is deemed to consent by committing to the deal. Outside such cases, LeadersCap does not sell or disclose personal data to third parties for commercial purposes without consent.

    The Investor has rights of access, rectification, deletion, portability, and the right to object or restrict certain processing, per applicable laws. These may be exercised by contacting LeadersCap at the address indicated in the Privacy Policy.


    11. Term, Termination, and Exit

    11.1 Term

    This Platform use agreement is entered into for an indefinite term from the Investor’s acceptance of the Terms. It remains in force while the Investor maintains an active account.

    11.2 Voluntary de‑registration

    The Investor may at any time unsubscribe and close the account without penalty and without giving reasons. A simple written notice (by email or via the account interface if available) is required. LeadersCap will process closure within a reasonable time (generally within 10 business days) and confirm in writing.

    Note: termination of access does not release the Investor from ongoing commitments. If, at the time of de‑registration, the Investor has already committed to an investment (e.g., subscribed to an SPV pending closing, or holds SPV interests from a past deal), they remain a party to such operations until completion. These Terms continue to govern such ongoing investments even after Platform de‑registration. In particular, fees due (future carry, etc.) and obligations (confidentiality, etc.) will survive until fulfilled. De‑registration simply means no access to new opportunities or online services.

    11.3 Termination by LeadersCap / exclusion

    LeadersCap reserves the right to unilaterally terminate the contractual relationship and delete/suspend the Investor’s account in the following cases:

    • Breach of these Terms, notably material breach (e.g., unauthorised disclosure of confidential information, false statement on qualified status, fraudulent behaviour, IP infringement, etc.).
    • Loss of qualified‑Investor status or serious doubts about meeting criteria (e.g., information discovered later, or regulatory evolution).
    • Behaviour harmful to the community or LeadersCap (e.g., attempting to bypass the Platform to contact sponsors directly, unjustified disparagement, etc.).
    • Legal, regulatory, or prudential requirement (e.g., if an authority orders exclusion due to sanctions, or continuation of the relationship would pose AML non‑compliance risk).

    Termination may occur without notice in case of gross misconduct or immediate legal risk. Otherwise, LeadersCap will endeavour to give reasonable notice and/or liaise to remedy before deciding exclusion if resolvable.

    Upon closure by LeadersCap, the Investor will be notified (email) with, where possible, the reason. From notification, the Investor will no longer access the Platform nor initiate new investments. However, this does not affect investments already made: the Investor retains rights in SPVs or projects already engaged, and LeadersCap will continue minimal required follow‑up (e.g., forwarding reports/distributions). Future interactions will be limited to necessities off‑Platform.

    Fees already invoiced remain due and are not refundable upon termination, save mandatory law. Entry Fees for ongoing deals remain earned by LeadersCap. Potential Performance Fees will remain due when applicable if the investment ends positively, notwithstanding de‑registration.

    11.4 Effects of termination

    Upon account closure, LeadersCap will deactivate credentials. The Investor undertakes to cease any use or attempt to access the Platform. The Investor will destroy or return any confidential information still in possession (documents for uncompleted deals, etc.), except documentation relating to completed investments which may be retained.

    Sections that by nature survive termination (e.g., confidentiality, liability, disputes) shall continue to apply post‑termination.

    LeadersCap may retain certain Investor data for the period necessary to comply with legal obligations (e.g., AML recordkeeping, accounting archiving), in accordance with the Privacy Policy.


    12. Contract Scope and Contractual Relationships

    12.1 Scope – Intermediation services only

    These Terms exclusively govern the relationship between the Investor and Adamas Group SA (LeadersCap) regarding Platform use and intermediation services. They constitute the framework agreement between LeadersCap and the Investor for such services.

    Investments made via the Platform are subject to separate specific documents and contracts concluded between the Investor (directly or via an investment vehicle) and the sponsor/target. For example, if an SPV is set up to pool co‑investors, the Investor will sign a subscription/partnership agreement to join the SPV, then the SPV will invest in the target via an investment contract. LeadersCap is generally not a party to such investment contracts (unless explicitly stated, e.g., where LeadersCap co‑invests or acts as SPV promoter).

    Consequently, LeadersCap cannot be held liable for performance of such investment contracts to which it is not a party. LeadersCap’s role is limited to introduction and coordination; it assumes no contractual obligations regarding the investment itself (no value warranty, no exit obligation, etc.). The Investor must refer to the investment contracts for any claim pertaining to the investment per se.

    12.2 No management mandate or partnership

    The relationship between the Investor and LeadersCap must not be interpreted as a partnership, joint venture, partnership firm, principal–agent relationship, or any other link giving rise to specific fiduciary duties. The parties are and remain independent. The Investor uses the Platform as a client, and LeadersCap acts as a service provider.

    The Investor has no authority to legally bind LeadersCap towards third parties, and vice versa (outside normal instruction execution within the Platform framework).

    12.3 Potential co‑investment by LeadersCap

    As a rule, LeadersCap (Adamas Group SA) does not itself invest in Projects presented, unless indicated otherwise. Its role is that of a neutral intermediary. However, in some cases LeadersCap may decide to co‑invest alongside Investors (e.g., to signal confidence or complete a round). Where co‑investment occurs, this will be disclosed transparently to all co‑investors, including the stake taken by LeadersCap where relevant. Even then, the nature of the relationship remains unchanged (these Terms continue to apply; any additional relationship would be defined elsewhere if needed). Co‑investment may constitute a potential conflict of interest (see section 13) and will be treated as such.


    13. Potential Conflicts of Interest

    LeadersCap strives to act fairly and transparently towards Investors. Nonetheless, certain situations may create potential conflicts of interest:

    • Performance‑linked remuneration: As described, LeadersCap earns carry on realised gains. This may incentivise higher risk‑taking or encourage investment to earn carry. The Investor is aware of this. The conflict is mitigated by the fact that LeadersCap is remunerated only if the investment succeeds (aligned interests) and that no pressure is exerted on the Investor (autonomous decision).
    • LeadersCap co‑investment: If LeadersCap or its officers/employees invest in a Project, they have a personal interest in its outcome. This could influence objectivity in presenting information. LeadersCap commits to disclosing such co‑investment clearly. While it may be viewed positively as a sign of confidence, it must be known.
    • Sponsor remuneration: In some cases, a sponsor might remunerate LeadersCap (e.g., success fee for a completed raise). LeadersCap’s policy is to charge the Investor primarily and avoid dependence on sponsors to remain Investor‑aligned. If third‑party remuneration occurs, LeadersCap will disclose it to participating Investors and reflect it appropriately (e.g., by reducing Entry Fees or flowing through into returns).
    • Other financial interests: Adamas Group SA or its network may otherwise have interests in certain companies presented (e.g., prior shareholding, advisory role). Where applicable, this will be disclosed so the Investor can decide knowingly.
    • Deal selection: LeadersCap might be tempted to favour deals based on relationships with a sponsor or other motivations not directly aligned with Investor interests. To counter this, an internal selection committee may be instituted, and selection aims to be based on objective criteria (company maturity, growth potential, management quality, etc.). Ultimately, the Investor remains free to opt in or out, limiting adverse impact of any conflict.

    Conflict‑management policy: LeadersCap has internal procedures to identify and manage conflicts. Transparency (disclosure) is the first measure: any material conflict will be brought to Investors’ attention in deal documents or by separate note. LeadersCap will ensure that terms remain fair and unbiased. The informed Investor is free not to invest if a conflict could harm their interests. By accepting the Terms, the Investor acknowledges that these disclosure and management measures are appropriate and sufficient to address potential conflicts and has no objection to continuing use of the Platform on this basis.


    14. Governing Law and Dispute Resolution

    14.1 Governing law

    These Terms and all relations between the Investor and LeadersCap are governed exclusively by Swiss law for both substantive and procedural rules, notwithstanding conflict‑of‑laws principles. If the Investor accesses the Platform from outside Switzerland, they remain responsible for complying with any local laws, but this does not affect the Swiss governing law of this contractual relationship.

    14.2 Forum

    Any dispute arising out of or in connection with these Terms, their validity, interpretation, performance or non‑performance, and more generally the use of the Platform or services by the Investor, that cannot be amicably resolved, shall be submitted to the exclusive jurisdiction of the courts at the registered office of Adamas Group SA in Switzerland. Unless the registered office changes, the materially competent courts of the Canton of Geneva (Switzerland) shall have exclusive jurisdiction.

    14.3 Arbitration clause (optional)

    Optional – to be discussed with counsel: To ensure maximum confidentiality and flexible resolution, the parties agree in good faith to consider arbitration for any significant dispute. In particular, at the request of either party, a dispute that could harm reputation or involve confidential investment information may be submitted to confidential arbitration under the Swiss Chambers’ Arbitration Institution Rules, before a sole arbitrator jointly appointed (or, failing that, by the appointing authority), if the other party consents. Seat: Geneva; language: French; the award shall be final and binding.

    (If the other party declines arbitration, the judicial forum clause above applies. This clause is therefore optional and requires both parties’ consent once a dispute arises.)

    14.4 Waiver of class actions

    To the extent permitted by law, the Investor waives the right to initiate or participate in any class action or consolidated/collective proceeding against LeadersCap related to Platform use or these Terms. Disputes will be handled individually between LeadersCap and each Investor. This waiver does not affect non‑derogable statutory rights; it aims solely to preclude group claims contrary to the spirit of these Terms.

    14.5 Amicable negotiation and mediation

    Before any contentious proceeding (judicial or arbitral), the parties will attempt in good faith to resolve disputes amicably. The Investor should first contact LeadersCap (written notice setting out facts and desired resolution). LeadersCap will review in good faith and discuss. If unresolved, the parties may agree to confidential mediation via an independent mediator before commencing proceedings.

    This step is not mandatory but strongly encouraged to reach a quicker, cost‑effective solution. It does not preclude later recourse to competent courts if no settlement is reached.


    15. Miscellaneous

    15.1 Entire agreement and precedence

    These Terms constitute the entire agreement between the Investor and LeadersCap regarding Platform use and related services and supersede any prior agreements, offers, correspondence, or terms (oral or written) on the same subject. Any special terms individually agreed (e.g., a specific agreement with an institutional investor) must be in writing signed by LeadersCap to deviate from these Terms.

    If a translation of these Terms is provided in another language, the French version shall prevail in case of contradiction or ambiguity.

    15.2 Changes to the Terms

    LeadersCap reserves the right to amend these Terms at any time, notably due to service or legal evolution. The Investor will be informed of any material change by appropriate means (Platform notice, email, etc.) before it takes effect. Where possible, a 30‑day notice will be given to allow review. If the Investor refuses the new terms, they may close the account before effective date. Continued use after the effective date constitutes acceptance. The current version will always be available on the website (with “last updated” date).

    15.3 Severability

    If any provision is held null, invalid, or unenforceable by a competent authority, this shall not affect other provisions. The clause will be interpreted, limited, or if necessary severed to render it valid; if impossible, it shall be deemed unwritten. The remaining clauses shall remain fully effective. The parties may in good faith negotiate a valid replacement reflecting the original intent as closely as possible.

    15.4 Force majeure

    LeadersCap shall not be liable for failure to perform any obligation where such failure results from force majeure or events beyond reasonable control. Force majeure includes, without limitation: natural disasters, pandemics, war, terrorism, riots, unforeseen government decisions or legal orders, widespread power or internet outages, fire, strikes affecting essential services, etc. In such circumstances, obligations are suspended for the duration and resume once the impediment ends. LeadersCap will endeavour to notify the Investor within a reasonable time of any force majeure affecting performance.

    15.5 No waiver

    Failure by either party to enforce strict performance at any time shall not be construed as a permanent waiver of rights or acceptance of non‑compliance. Tolerance or temporary inaction does not deprive a party of the right to later require strict compliance with any clause.

    15.6 Communications and notices

    Official communications between LeadersCap and the Investor will preferably be in writing. LeadersCap may contact the Investor at the email address provided at registration, this means being deemed reliable by both parties. The Investor agrees to maintain a valid email and check messages regularly.

    Any important notice (e.g., Terms changes, account termination) sent to the Investor’s email shall be deemed received within 5 days of sending, unless bounced. The Investor must keep contact details up to date.

    Conversely, the Investor may contact LeadersCap for questions or notices at: legal@leaderscap.com (or any other address later communicated for this purpose), or by registered post to Adamas Group SA at the registered office address.

    15.7 Assignment

    LeadersCap may assign/transfer these Terms and all rights/obligations (e.g., in a restructuring, business transfer, or M&A) to any successor entity provided this does not diminish Investor rights. The Investor will be informed but consent is not required where the assignee assumes all obligations.

    The Investor may not assign rights/obligations under these Terms without LeadersCap’s prior written consent. User accounts are strictly personal. Any unauthorised transfer attempt is null and void.


    16. Acceptance of Terms and Risk Acknowledgements

    Before accessing investment opportunities on the Platform, the Investor must carefully read these Terms in full and confirm agreement by ticking each of the following boxes:

    • ☐ Qualified Investor: I certify that I meet the conditions to be considered a qualified/sophisticated investor under Swiss law (institutional/professional investor or HNWI meeting criteria and having opted for that status). I understand the Platform is not open to non‑qualified investors.
    • ☐ No advice: I acknowledge that LeadersCap provides no investment advice or personalised recommendation, and that I remain solely responsible for my investment decisions.
    • ☐ Personal due diligence: I undertake to conduct my own checks and analyses (due diligence) for each opportunity and to consult independent professional advisers before making a decision.
    • ☐ Risk of total loss: I understand and accept that I may lose all of the capital invested in projects offered, and that such investments are inherently risky and illiquid.
    • ☐ No guaranteed return: I understand that no return is guaranteed and that past or projected performance does not guarantee future results. I invest acknowledging this uncertainty.
    • ☐ Financial capacity: I confirm that I have the financial capacity to bear substantial or total losses without jeopardising my personal or represented entity’s financial situation.
    • ☐ Investor responsibility: I acknowledge that I am solely responsible for my investment decisions and their consequences, and that I cannot hold LeadersCap liable for any loss or failure related to my investments.
    • ☐ Acceptance of Terms: I declare that I have carefully read these Terms – including risk warnings and liability limitations – understand them, and accept them without reservation.

    By validating these checkboxes and clicking “I accept”, the Investor electronically executes this agreement and undertakes to comply. This consent has the same legal value as a handwritten signature.

    Executed in Geneva, on DD/MM/YYYY (electronic acceptance date).
    Adamas Group SA – LeadersCap – Terms of Use.
    LeadersCap © 2025 – All rights reserved. (Version 1.0)