These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any person or entity operating through or domiciled in the British Virgin Islands ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by the laws of the British Virgin Islands and incorporates obligations under the BVI Financial Services Commission (FSC), the Securities and Investment Business Act (SIBA), the AML/CFT Code of Practice, and the BVI Business Companies Act, 2004 (as amended). The BVI is a leading jurisdiction for fund formation and holding structures. By registering, you agree to these Terms, our BVI Privacy Policy, and all applicable regulatory disclosures.
"Platform" means the Tabularum private capital markets software, including all web interfaces, APIs, portals, and related services. "GP" means a General Partner, fund manager, or investment manager using the Platform. "LP" means a Limited Partner or 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 BVI laws applicable to a User's use of the Platform, including SIBA, the BVI Business Companies Act 2004 (as amended), the Limited Partnership Act 2017, the Anti-money Laundering Regulations 2008 (as amended), the Anti-money Laundering and Terrorist Financing Code of Practice 2008 (as amended), the Proceeds of Criminal Conduct Act 1997 (as amended), and all BVI FSC Regulatory Codes, Guidelines, and directives.
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 BVI business company or registered limited partnership (for GPs); (c) qualify as a "professional investor" or "eligible investor" under SIBA and the Securities and Investment Business (Incubator and Approved Funds) Regulations, 2015, or are investing in a private fund, professional fund, or approved fund as classified by the BVI FSC; and (d) are not subject to any sanctions imposed by the BVI, the United Kingdom, the United Nations Security Council, OFAC, or the EU. 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 BVI Anti-money Laundering and Terrorist Financing Code of Practice, 2008 (as amended), the Anti-money Laundering Regulations 2008 (as amended), and the Proceeds of Criminal Conduct Act 1997 (as amended). This includes: government-issued photo identification (passport, national ID); proof of residential or registered address; beneficial ownership information for entities (in accordance with the Beneficial Ownership Secure Search System Act 2017); source of funds and wealth documentation; investor qualification documentation; and customer due diligence (CDD) and enhanced due diligence (EDD) for higher-risk customers and politically exposed persons (PEPs). 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 BVI Financial Investigation Agency (FIA) where required by law.
For General Partners / Fund Managers: Create and manage BVI-domiciled fund structures, including BVI business companies, limited partnerships under the Limited Partnership Act 2017, and segregated portfolio companies; 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 BVI FSC regulatory reporting obligations.
For Limited Partners / Investors: 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 in compliance with the BVI Electronic Transactions Act, 2001.
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 BVI FSC-regulated fund activities must: ensure the fund is duly recognised or registered under the Securities and Investment Business Act (SIBA) as a private fund, professional fund, or approved fund, or qualifies for an applicable exemption; comply with all BVI FSC registration and annual filing requirements; appoint a BVI-based registered agent; appoint an auditor (for professional and approved funds); file audited financial statements with the BVI FSC as required; comply with the BVI FSC's Regulatory Code (Investment Business) for ongoing conduct of business requirements; and retain all transaction and investor records for a minimum of five (5) years after the fund's dissolution or after the end of the relevant transaction. Tabularum provides record-keeping infrastructure to assist compliance but does not itself hold a BVI FSC licence and does not act as a fund manager or investment adviser.
The BVI is a leading jurisdiction for fund formation, holding structures, and special purpose vehicles. BVI business companies (BCs) are governed by the BVI Business Companies Act, 2004 (as amended) and limited partnerships by the Limited Partnership Act, 2017. The Platform may be used to store and share constitutional documents (memoranda and articles of association, limited partnership agreements), offering memoranda, subscription agreements, and side letters for BVI-domiciled fund structures. The fund manager and registered agent remain solely responsible for all BVI FSC filings, corporate governance (including maintenance of the register of members, register of directors, and register of charges), beneficial ownership filings under the Beneficial Ownership Secure Search System Act 2017, and ongoing regulatory compliance. Tabularum provides technology infrastructure only and does not provide fund administration, registered agent services, or legal advisory services.
The BVI does not currently have a comprehensive standalone data protection act equivalent to GDPR. However, Tabularum voluntarily applies international best-practice data protection standards for all BVI-based users, consistent with the UK GDPR framework (as the BVI is a British Overseas Territory). We act as the data controller for all personal data processed through the Platform. Users hold the following rights (applied voluntarily by Tabularum): the right of access to personal data; the right to rectification; the right to erasure (where no legal retention obligation applies); the right to restrict processing; and the right to data portability. To exercise any right, contact gaio@tabularum.com. Confidentiality obligations arise under the common law duty of confidence and the Confidential Information Preservation Act. Cross-border transfers of personal data are conducted under appropriate contractual safeguards.
All information shared on the Platform is strictly confidential, consistent with the BVI common law duty of confidence and the Confidential Information Preservation Act. 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 the BVI FSC, the FIA, or other authorities pursuant to a binding legal obligation 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. There is no income tax, VAT, GST, capital gains tax, or sales tax in the BVI. 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, tax, 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; or any liability that cannot be limited under mandatory BVI law.
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 a BVI FSC-regulated fund manager, investment adviser, or LP.
You may request termination by contacting gaio@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 terrorist financing. Data is retained for legally mandated retention periods under the AML/CFT Code of Practice (5 years), BVI FSC requirements, and applicable confidentiality obligations. 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 BVI FSC or AML/CFT 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 British Virgin Islands. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the BVI IAC Arbitration Rules (BVI International Arbitration Centre) for the time being in force. The seat of arbitration shall be Road Town, Tortola, BVI. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Eastern Caribbean Supreme Court (BVI Commercial Division) shall have non-exclusive jurisdiction for interim or injunctive relief and for the enforcement of arbitral awards.