IntelligenceQ Ltd · GyaniMed

Data Room Access Terms and Confidentiality Undertaking

The conditions on which a prospective investor is admitted to the IntelligenceQ investor data room

IQ-00b · v1.1 · October 2026 · FOR ACCEPTANCE BEFORE ACCESS

1 · Parties and purpose

This undertaking is given to IntelligenceQ Ltd, a company registered in England and Wales with company number 14576607, whose registered office is at Flat 18, 340a Clapham Road, London SW9 9FA, trading as GyaniMed (the Company), by the person accepting it at the data-room gate (you), on your own behalf and on behalf of the firm or fund you name at the gate (your Firm).

The Company is making confidential information available to you through its online investor data room (the Data Room) solely so that you can evaluate a possible investment in the Company's seed funding round (the Purpose).

2 · Definitions

3 · Conditions of access

1. Access is personal. Your credentials are issued to you by name and may not be shared. Each Representative who needs access must be named to the Company and admitted separately.
2. Access may be withdrawn, suspended or limited by the Company at any time without notice and without reasons.
3. The Data Room is view-only. You will not download, print, save, copy, transcribe, photograph, screen-capture, screen-record or otherwise reproduce any page or part of a page, by any means, and you will not attempt to circumvent any technical measure that prevents this.
4. Every page you view is marked with your identity and the time of viewing. You consent to this, and to the Company recording your logins, the pages you view, searches you run and the time you spend, and to the Company relying on those records.
5. You will tell the Company promptly if you become aware that any Confidential Information has been or may have been accessed or disclosed otherwise than as permitted here.

4 · Your undertakings

You undertake, for yourself and your Firm, that you will:

1. keep the Confidential Information confidential and protect it with at least the care you apply to your own confidential information, and in any case no less than reasonable care;
2. use the Confidential Information only for the Purpose, and not to compete with the Company, to solicit its employees, advisers, customers, collaborators or licensors, or to develop, train, benchmark or improve any model, product or service;
3. disclose Confidential Information only to Representatives who need it for the Purpose and who are bound by written confidentiality obligations no less protective than these, and remain responsible for their compliance;
4. not approach any customer, collaborator, licensor, grant body, adviser or shareholder of the Company named in the Data Room about the Company without the Company's prior written consent;
5. not use the Company's name, the GyaniMed name, or the fact of these discussions in any publicity, and not disclose to any third party that you are evaluating the Company or the terms of the round;
6. comply with applicable law in your use of the Confidential Information, including the Market Abuse Regulation as it applies in the United Kingdom where relevant, and data-protection law in respect of any personal data in the Data Room (for example, names in the corporate records), which you will use only for the Purpose.

5 · Permitted disclosure

You may disclose Confidential Information to the extent required by law, by a court or by a regulator of competent authority, provided that, where lawful, you give the Company prompt notice and reasonable assistance so that it may seek protection, and you disclose only what is required.

6 · What is not Confidential Information

Information is not Confidential Information to the extent you can show that it (a) was in the public domain at the time of disclosure, or later entered it other than through a breach of this undertaking; (b) was lawfully in your possession before disclosure without any confidentiality obligation; (c) was lawfully obtained from a third party free to disclose it; or (d) was independently developed by you without use of the Confidential Information. A combination of items is not in the public domain merely because each item is.

7 · No reliance, no offer

1. The Confidential Information has been prepared by the Company and has not been audited or independently verified. The Company and its officers, advisers and shareholders give no representation or warranty as to its accuracy or completeness and accept no liability for it, except for fraud. The Data Room is organised to state what is verified, what is unverified and what remains open; items marked [to confirm] are exactly that.
2. Nothing in the Data Room is an offer, or an invitation to make an offer, for securities. Any investment will be made only under definitive agreements, which alone will contain the representations on which an investor may rely.
3. The Data Room is a financial promotion that has not been approved by a person authorised under the Financial Services and Markets Act 2000. It is communicated only to persons of a kind described in the Schedule. By accepting these terms you confirm that you fall within one of those categories, as declared at the gate, and that you understand that reliance on the Confidential Information for the purpose of engaging in investment activity may expose you to a significant risk of losing all of the property invested.

8 · Intellectual property

All intellectual-property rights in the Confidential Information remain the Company's or its licensors'. Nothing here grants you any licence or right in them. You will not use any technical description of the GyaniMed model, its architecture, training objectives, data sources or benchmark design to file for intellectual-property protection, to make prior-art submissions, or to inform the design of any other system.

9 · Return and destruction

On the Company's request, or when you decide not to proceed, you will stop using the Confidential Information and destroy any notes, summaries or analyses containing it that you or your Representatives hold, and confirm in writing that you have done so. You may retain one copy of your own notes to the extent required by law or by your Firm's documented compliance policy, on the terms of this undertaking.

10 · Remedies

You acknowledge that damages alone may not be an adequate remedy for breach and that the Company may seek injunctive or other equitable relief without proof of special damage. You will indemnify the Company against loss arising from a breach of this undertaking by you or your Representatives.

11 · Duration

These obligations begin when you accept them and continue for three years after your last access to the Data Room, and indefinitely for any Confidential Information that is a trade secret or that is marked NDA Tier.

12 · Personal data and records

The Company processes the personal data you provide at the gate (name, email address, Firm, investor category) and the access records described in clause 3 on the lawful basis of its legitimate interests in protecting its confidential information and in administering its funding round, and as necessary to perform this undertaking. The records are retained for six years from the date of each record. You have the rights given by data-protection law, exercisable by writing to [email protected]. The Company's website privacy policy does not apply to the Data Room; this clause does.

13 · General

1. Neither party is obliged to proceed with any transaction. The Company may discuss with and admit other investors at any time.
2. This undertaking is the entire agreement between you and the Company about the Confidential Information, and prevails over any terms in any other non-disclosure agreement between you and the Company only to the extent they are less protective of the Company. It may be varied only in writing signed by the Company.
3. No third party may enforce it under the Contracts (Rights of Third Parties) Act 1999, except that the Company's affiliates, officers and advisers may rely on clause 7.
4. It is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, without prejudice to the Company's right to seek injunctive relief in any jurisdiction.
5. Acceptance at the gate (typing your name, ticking the box and entering the Data Room) is your signature and has the same effect as a signed document. The Company's record of your acceptance, including its time and network address, is evidence of it.

Schedule · Who may be admitted

The Data Room is directed only at persons in the United Kingdom who fall within one of the following categories under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO), or at persons outside the United Kingdom to whom it may lawfully be communicated. You declare your category at the gate. The Company may ask for evidence and will refuse or withdraw access where it is not reasonably satisfied.

The thresholds above are those in the FPO at the date of this document.

IntelligenceQ Ltd · Company number 14576607 · Flat 18, 340a Clapham Road, London SW9 9FA · Privacy notice