This document constitutes the Client Eligibility and Professional Investors Accreditation Policy as part of our Terms of Service. By using our Services and Platform, you acknowledge and agree to our Terms & Conditions and statements. Your continued use of our Services and Platform after we revise these Terms means you accept any changes we make, please check back periodically on this page for updates. Version 3.0 - Published on May 22, 2026 and with Effective Date of June 26, 2026.
PART II — ELIGIBILITY AND ONBOARDING
5. Client Eligibility and Conduct Standards
5.1. KAPITAL’s Services are designed for and made available to regulated financial professional firms, including but not limited to licensed asset managers, investment advisors, fund managers, family offices, and institutional investors. On an exceptional basis, KAPITAL Luxembourg may accept unregulated firms as Clients, provided they demonstrate standards of professionalism, competence, and governance equivalent to those of a regulated entity.
5.2. By entering into an Engagement Letter, the Client represents and warrants that it: (a) is a legal entity duly incorporated and in good standing in its jurisdiction of organisation; (b) has all necessary corporate authorisations and regulatory licences to conduct its business and to enter into the relevant agreements; (c) will at all times act with the standard of care, diligence, and professionalism reasonably expected of a financial services professional; and (d) will comply with all Applicable Laws in connection with its use of the Services and its own activities relating to any Product; (e) all information provided to KAPITAL in connection with the Services is and will remain accurate, complete, and not misleading, and the Client will promptly notify KAPITAL of any material change thereto.
5.3. KAPITAL Luxembourg reserves the right to refuse, suspend, or terminate any Client relationship, with reasonable notice, if it determines in its reasonable commercial judgement that: (a) the Client does not or no longer meets the eligibility criteria set out in this Clause 5; (b) the Client’s conduct falls below the professional standards reasonably expected in the financial services industry; (c) the Client’s conduct creates or is likely to create unacceptable legal, regulatory, reputational, or operational risk for any member of the KAPITAL Group; or (d) the Client has provided materially inaccurate, misleading, or incomplete information. KAPITAL Luxembourg will notify the Client of such decision and, where practicable and not prohibited by Applicable Laws, provide reasons for its decision.
5.4. The Client represents and warrants that: (a) it, its directors, officers, employees, and Ultimate Beneficial Owners comply and will continue to comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Luxembourg Criminal Code, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act 1977, and any equivalent legislation in any relevant jurisdiction; (b) neither the Client nor any of its Ultimate Beneficial Owners is currently the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body in relation to any offence under such laws; and (c) the Client has not and will not, directly or indirectly, offer, promise, give, or authorise the giving of any undue financial or other advantage to any person in connection with the Services or any Product. Any breach of this Clause shall constitute a material breach of these Terms entitling KAPITAL to terminate the Client relationship immediately upon written notice, without prejudice to any right to claim damages or indemnification.
5.5. All fees and other amounts payable by the Client under these Terms or any Engagement Letter are exclusive of, and payable free and clear of, and without deduction or withholding for or on account of, any taxes, duties, or charges of any kind. If the Client is required by Applicable Law to make any deduction or withholding from any payment due to KAPITAL, the amount payable by the Client shall be increased to the extent necessary to ensure that, after making such deduction or withholding, KAPITAL receives and retains (net of any such deduction or withholding) an amount equal to the full amount it would have received had no such deduction or withholding been required.
5.6. The Client shall notify KAPITAL in writing within thirty (30) Business Days of becoming aware of any upcoming or completed change of control, whether direct or indirect. Following receipt of such notification, KAPITAL shall have the right to conduct a review of the new controlling party, including but not limited to sanctions screening, KYC/AML due diligence, and assessment of reputational and regulatory risk. KAPITAL shall be entitled to terminate the Client relationship and any or all related Engagement Letters upon thirty (30) calendar days' written notice if, following such review, it determines in its reasonable commercial judgement that the change of control gives rise to material legal, regulatory, reputational, or operational risk for any member of the KAPITAL Group.
5.7 KAPITAL shall further be entitled to terminate the Client relationship immediately upon written notice if any of the following events occurs: (a) the Client becomes insolvent, enters into liquidation, administration, receivership, or any analogous proceeding under any applicable jurisdiction; (b) the Client loses any licence, authorisation, or regulatory approval required for the conduct of its business or its participation in a Product; or (c) the Client, any of its Ultimate Beneficial Owners, or any of its directors or officers becomes a Sanctioned Person or is acquired by, merged with, or otherwise comes under the control of a Sanctioned Person. Upon any termination under this Clause: (i) all outstanding fees and other amounts payable by the Client shall become immediately due and payable; and (ii) any Deposit held by KAPITAL shall be forfeited in full, without prejudice to KAPITAL's right to claim additional damages.
6. Investor Accreditation
6.1. Products issued by KAPITAL Issuer I are available exclusively to Professional Investors, except in limited and clearly documented circumstances where a specific exemption applies (as described in Clause 6.5 below).
6.2. European Union (MiFID II) - Under the Markets in Financial Instruments Directive (MiFID II, Directive 2014/65/EU), a Professional Investor includes: (a) entities required to be authorised or regulated to operate in the financial markets, including credit institutions, investment firms, insurance companies, collective investment schemes, pension funds, and other institutional investors; (b) large undertakings meeting at least two of the following thresholds: a balance sheet total of at least EUR 20,000,000, net turnover of at least EUR 40,000,000, or own funds of at least EUR 2,000,000; (c) national and regional governments, central banks, and international or supranational institutions; and (d) other institutional investors whose main activity is investing in financial instruments. Clients that do not meet these criteria may request professional treatment subject to the procedure set out in MiFID II Annex II, Section II.
6.3. Switzerland (FinSA) - Under the Swiss Financial Services Act (FinSA), professional investors include regulated financial intermediaries, insurance companies, public entities, pension funds, companies with professional treasuries, and high-net-worth individuals who have opted in to professional investor status in writing after an assessment of their financial knowledge and experience by a qualified financial professional.
6.4. United States (Regulation D) - Where a Product is expressly documented as available to U.S. investors in the applicable Issuance Documents, such investors must qualify as accredited investors under Regulation D of the U.S. Securities Act of 1933. Participation by U.S. investors is not automatic and requires express authorisation on a Product-by-Product basis in the Engagement Letter and Issuance Documents.
6.5. Limited Retail Investor Exceptions - In exceptional circumstances, KAPITAL Issuer I may issue Notes to investors who do not qualify as Professional Investors, provided that: (a) the issuance is conducted under a specific legal exemption clearly identified in the Issuance Documents; (b) the terms and risks of the investment are fully disclosed to the investor; and (c) the applicable investor protection requirements are complied with. The availability of such exemptions is determined on a case-by-case basis and does not constitute a general offering to retail investors.
6.6. Other Jurisdictions - For jurisdictions not specifically addressed in Clauses 6.2 to 6.4, investors must comply with the accreditation and qualification requirements of their local jurisdiction. It is the investor’s responsibility to verify its eligibility before participating in any Product.
6.7. The primary responsibility for assessing investor suitability, appropriateness, , and compliance with applicable investment advisory or distribution regulations, rests with the Client and/or its appointed Advisors, Distributors or other regulated intermediaries.. KAPITAL may, in the context of its role as issuer, fiduciary, onboarding agent, or services provider, perform limited verification of investor eligibility, including conformation that an investor falls within the category of eligible or professional investors applicable to the relevant product and jurisdiction. Such verification does not constitute investment advice, portfolio management, or a suitability assessment under MiFIF II, FinSA, or equivalent financial services regulations. or suitability assessment.
7. KYC, AML and Compliance
7.1. All Clients, Investors, and Agents are subject to know-your-customer (KYC), know-your-business (KYB), and anti-money laundering (AML) verification before participating in any Product or accessing Services beyond general website browsing.
7.2. KYC/AML verification is conducted by KAPITAL Issuer I, acting as fiduciary and as a trust and company service provider subject to Luxembourg AML-CTF obligations, in accordance with its internal AML Policy and the AML-CTF Laws. KAPITAL Issuer I may utilize third-party compliance tools and databases for identity verification, sanctions screening, politically exposed person (PEP) screening, adverse media monitoring, and ongoing transaction monitoring.
7.3. Each Client and Investor must provide, at a minimum: (a) valid proof of identity (passport or equivalent government-issued identification); (b) proof of address (utility bill, bank statement, or equivalent, dated within the last three months); and (c) for entities, constitutional documents, proof of registration, and identification of beneficial owners. Additional documentation may be required on a case-by-case basis depending on the risk profile of the Client, Investor, or Product.
7.4. KAPITAL Issuer I reserves the right to refuse onboarding, suspend or terminate access, or delay processing of any transaction if KYC/AML verification is incomplete, unsatisfactory, or raises concerns regarding sanctions, PEP status, adverse media, or any other AML-CTF risk factor in accordance with Clause 7.6.
7.5. KYC/AML data is stored and monitored on an ongoing basis for the duration of the Client or Investor relationship and for such additional period as required by the AML-CTF Laws (a minimum of five years after the end of the business relationship).
7.6 Each Client, Investor and Agent represents and warrants on an ongoing basis that it is not, and is not acting on behalf of, a person or entity that is subject to any applicable economic or trade sanctions administered or enforced by the European Union, Luxembourg, Switzerland, the United Kingdom, the United States (including OFAC), or the United Nations, nor organised, resident or located in a jurisdiction subject to comprehensive sanctions, to the extent prohibited by Applicable Laws.
7.7 KAPITAL Issuer I and KAPITAL Luxembourg reserve the right, acting in good faith and in compliance with Applicable Laws, to refuse onboarding, reject or suspend subscriptions or transactions, freeze distributions where legally required, or terminate a relationship where sanctions, export control, or other prohibited person concerns arise.
7.8. Each Client and, where applicable, each Investor shall, upon request provide KAPITAL with all tax-related documentation and self-certifications required under the US Foreign Account Tax Compliance Act ("FATCA"), including but not limited to IRS Forms W-8 and W-9, and the OECD Common Reporting Standard ("CRS"), as implemented under Luxembourg law and any other applicable jurisdiction. The Client and each Investor warrant that all such certifications and documentation are and will remain accurate, complete, and up to date, and undertake to notify KAPITAL promptly of any change in circumstances affecting the accuracy thereof and to provide updated documentation within thirty (30) calendar days of such change. The Client shall indemnify and hold harmless each member of the KAPITAL Group against any tax liability, penalty, interest, withholding, remediation cost, or other expense arising from or in connection with any inaccurate, incomplete, or late certification or documentation provided by the Client or any Investor.
