1.1

These Terms & Conditions ("Terms") govern your access to and use of the Growesco website, mobile application, dashboards, notifications, documentation, and all related services (collectively, the "Platform").

1.2

The Platform is owned and operated by Rouwad Al Tamkeen for Information Technology, Technical Solutions, General Services, Marketing, Project Management, Training & Development, Exhibitions & Conferences, Agricultural Services, Investment & Real Estate Development, General Contracting, Recycling & Environmental Services – LLC (Private Company), registered in the Republic of Iraq (the "Company", "we", "us", or "our").

1.3

By creating an account or using the Platform, you ("User", "Participant", or "you") confirm that you have read, understood, and agreed to these Terms and to all policies referenced herein, including the Privacy Policy, Compliance (KYC/AML) Policy, Transparency & Reporting Policy, and Risk Disclosure.

2.1

Growesco is a digital project management and opportunity presentation platform. We structure, document, and operate projects in sectors that may include (without limitation) real estate development, leisure & entertainment, recycling & environmental solutions, and technology & innovation.

2.2

The Platform facilitates contractual participation in specific projects via Investment Units. An Investment Unit represents a contractual right to participate in the economic results of a defined project, subject to that project's terms.

4.1

You must be 18+ years old and have full legal capacity.

4.2

You must provide complete and accurate information during registration and KYC (including ID, proof of address, and source of funds declaration).

4.3

You confirm you are not subject to sanctions, embargoes, or blacklists under Iraqi or applicable international laws.

4.4

We may reject, suspend, or terminate any account at our discretion if information is incomplete, unverifiable, or indicates elevated risk.

5.1

Prior to any financial activity, you must complete KYC and submit:

• Government ID (National ID or Passport)
• Proof of Address (residence card, utility bill, or bank statement showing address)
• Source of Funds declaration and supporting evidence where required (salary slip, tax return, corporate income, etc.)
• Selfie with ID for identity matching
• Any additional documentation reasonably requested by the Company or our banking/payment partners

5.2

We implement AML monitoring. Transactions may be delayed, reviewed, or rejected to comply with AML obligations. Suspicious activity may be reported to relevant authorities.

5.3

We may impose limits, request enhanced due diligence, or refuse allocations where risk is deemed excessive.

6.1 Project Listing:

Each Project includes a Project Summary and key terms. Listing is informational and not an offer of public securities.

6.2 Reservation (Optional):

You may express interest (non-binding) before funding opens. Reservations may expire or be capped.

6.3 Allocation & Subscription:

When funding opens, you may request Units. Allocations are first-come, first-served or otherwise as indicated in Project Documents.

6.4 Contracting & Notarization:

Allocations are finalized only after you sign the Project Participation Agreement (contract) referencing the Units and, where applicable, notarization under Iraqi law.

6.5 Funding:

Payment is made exclusively via licensed Iraqi banks and/or regulated payment gateways. Cash is not accepted.

6.6 Execution & Monitoring:

The Company executes the Project. You receive milestone updates via Dashboard and periodic reports.

6.7 Distributions:

If and when distributable results arise per Project Documents, they are distributed net of applicable fees and costs.

6.8 Close-Out:

Upon completion, the Project is closed and final statements are provided.

7.1

Units are project-specific contractual rights. They do not grant equity in the Company, voting rights in the Company, or ownership of Company assets.

7.2

Units entitle you to the economic results as defined in the Project Documents, after costs and fees.

7.3

Units are non-deposit instruments: they are not bank deposits and are not insured by any deposit protection scheme.

7.4

Units may include restrictions on transfer. Any transfer requires prior written consent of the Company and completion of KYC/AML by the transferee.

8.1

Fee types may include (as applicable):

• Platform/Administration Fee: for structuring, documentation, reporting, and support.
• Project Markup: a built-in markup included in the displayed project amount (e.g., to cover marketing, legal, and administrative overhead).
• Management Fee: for active operation/management in ongoing projects (operational ventures, leisure, etc.).
• Success/Performance Fee: calculated on net results, if specified in Project Documents.

8.2

All applicable fees are disclosed in the Project Documents and/or the Project Participation Agreement prior to contracting.

8.3

Fees may differ by Project based on sector, complexity, and duration.

9.1

All payments are processed via licensed banks and/or regulated gateways in Iraq. No personal accounts are used.

9.2

Where an escrow-like structure is offered with a partner bank, the applicable terms are specified in the Project Documents.

9.3

You are responsible for bank transfer costs, gateway charges, currency conversion, and any third-party charges unless stated otherwise.

9.4

Payment confirmations and digital receipts are issued through the Platform.

10.1

You will have access to a Dashboard showing: allocations, milestones, performance indicators, distributions, and documents.

10.2

We provide periodic reports (e.g., quarterly or semi-annual, as set per Project).

10.3

We may publish Impact Metrics (jobs created, m² developed, tons recycled, etc.) as informational indicators. These are not performance guarantees.

12.1

You are solely responsible for any taxes, duties, or governmental charges arising from your participation, distributions, or transfers.

12.2

We may withhold or report taxes where required by Iraqi law or applicable regulations.

13.1

You agree not to:

• Provide false, misleading, or incomplete information
• Attempt to bypass KYC/AML
• Fund from illegal sources
• Interfere with Platform security
• Infringe intellectual property
• Harass or defraud any party
• Use the Platform for any unlawful purpose

13.2

Violations may result in account suspension/termination and reporting to authorities.

14.1

All Platform content (software, text, images, marks, logos, layouts) is the property of the Company or its licensors and protected by applicable laws.

14.2

You may not copy, distribute, reverse engineer, frame, or create derivative works without our prior written consent.

14.3

"Growesco" is a brand operated under the Company. Unauthorized use is prohibited.

15.1

We collect and process personal data in accordance with our Privacy Policy (incorporated by reference).

15.2

We store KYC records and transaction data securely and may share them with banks, gateways, auditors, or authorities where legally required.

15.3

You consent to electronic communications and e-signatures.

16.1

Because Projects are managed by the Company (or affiliates), the Company may receive fees and/or markups as disclosed.

16.2

The Company maintains internal governance to review Projects and manage conflicts.

16.3

Where potential conflicts arise, we endeavor to disclose them in the Project Documents.

17.1

We may update Project timelines or milestones due to operational realities; material changes are disclosed via Dashboard updates or notices.

17.2

We may amend these Terms at any time. The current version is always available on the Platform. Continued use after updates constitutes acceptance.

18.1

Official notices are delivered via Platform notifications, registered email, or written letters to your registered address.

18.2

You must keep your contact details current. We are not responsible for undelivered notices due to outdated information.

19.1

We may suspend or terminate your account if:

• KYC/AML cannot be completed or is failed
• Suspicious activity is detected
• You violate these Terms
• We are required by law or bank/gateway directives

19.2

Suspension/termination does not affect accrued obligations, existing contracts, or rights at law.

20.1 Pre-Contract/Pre-Notarization:

If you paid but have not yet signed the Project Participation Agreement, you may request a cancellation and refund (net of banking/gateway charges).

20.2 Post-Contract/Notarization:

After execution of the Project Participation Agreement, cancellation and refunds are governed strictly by that Agreement and Project Documents (e.g., early exit or transfer provisions).

20.3

We reserve the right to deduct administrative costs for cancellations permitted under 20.1.

21.1

Some Projects may allow early exit under specified conditions (fees or penalties may apply).

21.2

Transfers of Units require Company consent, detailed KYC for the transferee, and compliance with applicable fees.

21.3

A Buy-Back option (where provided) allows the Company or its partners to purchase Units at a fair value formula defined in Project Documents. A buy-back is an option, not an obligation, unless explicitly stated.

22.1

Payments and settlements may involve banks and licensed gateways. We are not responsible for third-party outages, delays, or errors, but we will coordinate to resolve issues in good faith.

22.2

Banking and gateway terms may apply to your transactions. You agree to comply with such terms where applicable.

23.1 No Warranties:

The Platform and Projects are provided "as is" and "as available". We disclaim all warranties (express or implied) to the fullest extent permitted by law.

23.2 Limitation of Liability:

To the fullest extent permitted by law, we shall not be liable for indirect, incidental, special, consequential, or punitive damages. Our aggregate liability to you shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.

23.3

Nothing in these Terms limits liability where such limitation is prohibited by law.

24.1

We are not liable for delays or failures caused by events beyond our reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, governmental action, sanctions, labor disputes, cyberattacks, pandemic, natural disasters, or supply-chain disruptions.

25.1

These Terms and all non-contractual obligations arising out of or related to them are governed by the laws of the Republic of Iraq.

25.2

Disputes shall first be addressed through good-faith negotiations within 30 days of written notice.

25.3

If unresolved, disputes shall be referred to arbitration seated in Baghdad, Iraq, under Iraqi law. Where available, arbitration may be administered by the Baghdad Chamber of Commerce or another reputable Iraqi arbitration body; otherwise, ad-hoc arbitration procedures shall apply.

25.4

If arbitration is not feasible for a specific matter (e.g., injunctive relief), the courts of Baghdad, Iraq shall have exclusive jurisdiction.

26.1

If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

26.2

You may not assign your rights or obligations without our prior written consent. We may assign to affiliates or successors.

26.3

These Terms, together with referenced policies and any executed Project Participation Agreements, constitute the entire agreement between you and us and supersede all prior understandings.

27.1

This English version governs your use of the Platform. For notarized bilingual agreements, the language precedence is specified in the relevant Project Participation Agreement.

27.2

In case of discrepancy between these Terms and a signed & notarized Project Participation Agreement, the signed Agreement for that Project prevails for that Project's relations.