These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any person or entity based in or accessing the Platform from the Abu Dhabi Global Market ("ADGM") ("User", "you"). This version is governed by ADGM law and incorporates requirements under the ADGM Data Protection Regulations 2021, the Financial Services Regulatory Authority (FSRA) Rulebook, and ADGM Anti-Money Laundering and Sanctions Rules. By registering, you agree to these Terms, our ADGM Privacy Policy, and all applicable ADGM regulatory disclosures.
"Platform" means the Tabularum private capital markets software, including all web interfaces, APIs, portals, and related services. "GP" means a General Partner or fund manager using the Platform. "LP" means a Limited Partner or qualified investor. "TIN" means the Tabularum Identity Number assigned upon onboarding. "Transaction" means any capital commitment, subscription, capital call, distribution, or related financial event. "Confidential Information" means any non-public data shared through the Platform. "Applicable Law" means all laws and regulations of ADGM applicable to a User's use of the Platform, including the ADGM Application of English Law Regulations 2015, ADGM Companies Regulations 2020, FSRA Rulebook, ADGM Data Protection Regulations 2021, and ADGM Anti-Money Laundering and Sanctions Rules and Guidance.
You may only use the Platform if you: (a) are at least 18 years of age with full legal capacity; (b) are acting on behalf of a duly incorporated or registered entity within ADGM or another recognised jurisdiction (for GPs); (c) qualify as a "Professional Client" or "Market Counterparty" as defined under the FSRA Conduct of Business Rulebook (COBS), Rule 2.4, which includes persons who have net assets of at least USD 1,000,000 or who are regulated financial institutions, sovereign wealth funds, or other categories specified in COBS; and (d) are not subject to sanctions under UAE Federal Law, the UN Security Council consolidated sanctions list, the OFAC SDN list, or any ADGM-administered sanctions regime. Tabularum may refuse, suspend, or terminate access at any time, including pending KYC/AML verification. You are responsible for the security of your credentials and must notify us immediately of any unauthorised access.
All Users must complete Tabularum's onboarding process in accordance with the ADGM Anti-Money Laundering and Sanctions Rules and Guidance, UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism, and Cabinet Decision No. 10 of 2019. This includes: government-issued photo identification (Emirates ID or passport); proof of residential or registered address; beneficial ownership information (for entities); source of funds and wealth documentation; investor categorisation under FSRA COBS Rule 2.4; and enhanced due diligence for politically exposed persons (PEPs) under the AML Rules. Upon successful verification, you are assigned a unique Tabularum Identity Number (TIN). You warrant all information is accurate, complete, and up to date. Tabularum is obligated to file Suspicious Activity Reports (SARs) with the UAE Financial Intelligence Unit (FIU) where required by law.
For General Partners / Fund Managers: Create and manage fund structures; share subscription documents, virtual data rooms, and side letters; issue capital calls, distributions, and investor communications; monitor asset performance; manage LP compliance status; and fulfil FSRA regulatory reporting obligations where applicable.
For Limited Partners: View portfolio and track asset performance in real time; access GP documentation, offering memoranda, and regulatory notices; maintain a portable verified investor profile; and execute subscription documents electronically under the ADGM Electronic Transactions Regulations 2021.
Tabularum will use commercially reasonable efforts to maintain Platform availability and is not liable for downtime outside its reasonable control.
GPs using the Platform for activities regulated under the FSRA Rulebook must: comply with the FSRA Conduct of Business Rulebook (COBS), including client classification (Rule 2.4), suitability (Rule 3.4), and best execution (Rule 6.4); maintain client categorisation and suitability assessment records; retain all transaction and order records for a minimum of six (6) years under the FSRA General Rulebook (GEN), Rule 8.5; comply with the FSRA Fund Rules (FUNDS) where applicable, including requirements for Exempt Funds, Qualified Investor Funds, and domestic funds offered in ADGM; and maintain a conflicts of interest policy under COBS Rule 7. Tabularum provides record-keeping infrastructure to assist compliance but does not act as an FSRA-authorised person for purposes of these obligations.
Where the Platform is used by fund managers authorised by the FSRA to carry on the regulated activity of Managing a Collective Investment Fund, the following obligations apply: the fund manager remains solely responsible for obtaining and maintaining its FSRA Financial Services Permission (FSP); compliance with the FSRA Fund Rules (FUNDS), including fund governance, valuation, custody, and delegation requirements; filing of regulatory returns with the FSRA; compliance with ADGM Companies Regulations 2020 for ADGM-domiciled funds; and annual auditing obligations under the FSRA Rulebook. Tabularum provides technology infrastructure only and does not provide regulated financial services in ADGM.
The processing of all personal data through the Platform is governed by the ADGM Data Protection Regulations 2021 ("DPR 2021"). Tabularum acts as controller under DPR 2021 Section 6. ADGM users hold the following rights: access (s.22); rectification (s.23); erasure (s.24); restriction of processing (s.25); data portability (s.27); objection (s.28); rights related to automated decision-making (s.29); and the right to lodge a complaint with the ADGM Registration Authority (s.30). To exercise any right, contact clara@tabularum.com. Data transfers outside ADGM are conducted solely under Part 7 of the DPR 2021. Full details are set out in our ADGM Privacy Policy.
All information shared on the Platform is strictly confidential. Users must not disclose Confidential Information to third parties without prior written consent, must use it solely for Platform purposes, and must immediately report any unauthorised disclosure. These obligations survive termination for five (5) years, or indefinitely for trade secrets. Disclosure to regulators or authorities pursuant to a binding legal obligation (including requirements of the FSRA, ADGM Registration Authority, or UAE federal authorities) is not a breach of this clause.
Tabularum owns all intellectual property rights in the Platform. Nothing in these Terms grants ownership beyond a limited licence to use. Users retain ownership of their uploaded data and grant Tabularum a limited licence to process it solely to provide the services.
Fees are as agreed in your service agreement. All amounts are stated in US Dollars unless otherwise agreed. Tabularum may modify fees on 30 days' notice. Continued use after the effective date constitutes acceptance.
Tabularum is a technology platform provider. Nothing on the Platform constitutes investment, financial, or legal advice. Tabularum's total aggregate liability is capped at fees paid in the preceding 12 months. Tabularum is not liable for indirect, consequential, or punitive damages. Nothing in these Terms excludes or limits liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; any liability that cannot be limited under mandatory ADGM law or the ADGM Application of English Law Regulations 2015; or any liability arising under the ADGM Data Protection Regulations 2021.
You agree to indemnify and hold harmless Tabularum against claims, losses, and costs arising from: your violation of these Terms or Applicable Law; misuse of the Platform or Confidential Information; inaccuracies in information provided during onboarding or in Transactions; or breach of your regulatory obligations as an FSRA-authorised person, fund manager, or LP.
You may request termination by contacting clara@tabularum.com. Tabularum may suspend or terminate access immediately on breach of these Terms, failure of KYC/AML verification, or reasonable suspicion of fraud, money laundering, or sanctions violations. Data is retained for legally mandated retention periods under ADGM AML Rules (5 years), FSRA General Rulebook (6 years), and the DPR 2021. Clauses 7, 8, 9, 11, 12, and 15 survive termination.
Tabularum may amend these Terms at any time. Material changes will be notified by email and on the Platform at least 30 days before taking effect. Regulatory changes (e.g. mandatory FSRA, AML, or DPR updates) may take effect immediately. Continued use after the effective date constitutes acceptance.
These Terms are governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM), which applies the common law of England and Wales as at 2015, as modified by ADGM regulations. Any dispute arising out of or in connection with these Terms shall be referred first to mediation (30 days). If unresolved, the dispute shall be referred to and finally resolved by arbitration administered by the ADGM Arbitration Centre under the ADGM Arbitration Regulations 2015, or alternatively under the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC) rules as agreed by the parties. The seat of arbitration shall be ADGM, Abu Dhabi. The language of arbitration shall be English. The number of arbitrators shall be one (1), unless the parties agree otherwise. The ADGM Courts shall have exclusive jurisdiction over any application for interim or conservatory measures and for the enforcement of any arbitral award. Nothing in this clause prevents either party from seeking urgent injunctive relief from the ADGM Courts.