Terms of Service

"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 asset 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 Swiss federal and cantonal laws applicable to a User's use of the Platform, including the FADP (nDSG), AMLA (GwG), CISA (KAG), the Financial Market Infrastructure Act (FMIA/FinfraG), the Financial Institutions Act (FinIA/FINIG), the Financial Services Act (FinSA/FIDLEG), the Swiss Code of Obligations (CO/OR), and all applicable FINMA ordinances and circulars.

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 legal entity (for GPs); (c) qualify as a "qualified investor" as defined under CISA Art. 10, which includes regulated financial intermediaries, regulated insurance companies, public entities and pension funds with professional treasury operations, companies with professional treasury operations, high-net-worth individuals who have declared in writing that they wish to be treated as qualified investors (CISA Art. 10(3bis)), and private investment structures created for such investors; and (d) are not subject to sanctions under the Swiss Embargo Act (EmbA/EmbG), SECO sanctions lists, the UN Security Council consolidated sanctions list, or the OFAC SDN list. 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 Swiss Anti-Money Laundering Act (AMLA/GwG), the Anti-Money Laundering Ordinance (AMLO-FINMA), and the Agreement on the Swiss Banks' Code of Conduct with regard to the Exercise of Due Diligence (CDB). This includes: government-issued photo identification (Swiss passport or identity card); proof of residential or registered address; identification of the beneficial owner (AMLA Art. 4 and CDB); source of funds and wealth documentation; investor categorisation as a qualified investor under CISA Art. 10; and enhanced due diligence for politically exposed persons (PEPs) under AMLA Art. 2a and AMLO-FINMA Art. 13. 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 with the Money Laundering Reporting Office Switzerland (MROS) under AMLA Art. 9 where required by law.

For General Partners / Asset 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 CISA and FinSA regulatory reporting obligations where applicable.

For Limited Partners: View portfolio and track asset performance in real time; access GP documentation, offering memoranda, key information documents (KIDs) under FinSA Art. 58, and regulatory notices; maintain a portable verified investor profile; and execute subscription documents electronically under the Swiss Federal Act on Electronic Signatures (ZertES).

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 subject to Swiss financial market regulation must: comply with the Financial Services Act (FinSA/FIDLEG), including client segmentation (Art. 4), suitability and appropriateness assessments (Arts. 12–13), and prospectus requirements (Art. 35); comply with the Financial Institutions Act (FinIA/FINIG) authorisation requirements where applicable; maintain client categorisation and suitability assessment records; retain all transaction and order records for a minimum of ten (10) years under the Swiss Code of Obligations Art. 958f; comply with the duty to register with an ombudsman body (FinSA Art. 77); and maintain a conflicts of interest policy (FinSA Art. 25). Tabularum provides record-keeping infrastructure to assist compliance but does not act as a FINMA-authorised financial institution for purposes of these obligations.

Where the Platform is used by fund managers or management companies subject to the Federal Act on Collective Investment Schemes (CISA/KAG), the following obligations apply: the fund manager remains solely responsible for obtaining and maintaining the relevant FINMA authorisation under CISA Art. 13 or FinIA Art. 5; compliance with CISA requirements for fund documentation, prospectus, annual report, and semi-annual report; compliance with investment restrictions and risk diversification rules under CISA and implementing ordinances; filing of regulatory reports with FINMA; compliance with the CISA rules on distribution (CISA Art. 19–20bis) and the FinSA rules on point-of-sale information; and annual auditing obligations under CISA Art. 126 by a FINMA-recognised audit firm. Tabularum provides technology infrastructure only and does not provide regulated financial services in Switzerland.

The processing of all personal data through the Platform is governed by the Swiss Federal Act on Data Protection (FADP/nDSG), as revised and effective 1 September 2023, and the Ordinance on Data Protection (DPO/VDSG). Tabularum acts as controller under FADP Art. 5(j). Swiss users hold the following rights: access (Art. 25); rectification and erasure (Art. 32); data portability (Art. 25(4)); objection to profiling (Art. 21); and the right to lodge a complaint with the FDPIC (Art. 49) or to bring an action before the competent civil court (Art. 32). To exercise any right, contact clara@tabularum.com. Data transfers outside Switzerland are conducted solely under FADP Articles 16–17, including via Standard Contractual Clauses recognised by the FDPIC or the Swiss-US Data Privacy Framework. Full details are set out in our Switzerland 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. Where information shared through the Platform is subject to Swiss banking secrecy (Banking Act Art. 47) or professional secrecy obligations, such protections are maintained to the fullest extent permitted by law. Disclosure to regulators (FINMA, MROS, SECO) or Swiss courts 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. All amounts are exclusive of Swiss VAT (MWST), which will be charged at the applicable rate where required. 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: intentional misconduct or gross negligence (CO Art. 100(1), which provides that an agreement purporting to exclude liability for unlawful intent or gross negligence in advance is void); death or personal injury caused by negligence; or any liability that cannot be limited under mandatory Swiss law, including liability under the FADP.

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 FINMA-authorised institution, 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 AMLA (10 years), CO Art. 958f (10 years), and the FADP. 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 FINMA, AMLA, or FADP updates) may take effect immediately. Continued use after the effective date constitutes acceptance.

These Terms are governed by and construed in accordance with Swiss federal law, excluding the conflict of law rules of the Swiss Federal Act on Private International Law (PILA). 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 Swiss Arbitration Centre (formerly Swiss Chambers' Arbitration Institution) under the Swiss Rules of International Arbitration in force at the date of commencement of the arbitration. The seat of arbitration shall be Zurich, Switzerland. The language of arbitration shall be English. The number of arbitrators shall be one (1), unless the parties agree otherwise. The Courts of Zurich 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 provisional measures from the competent Swiss courts under the Swiss Code of Civil Procedure (CPC) Art. 261 et seq.