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 management company 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. "DIFC" means the Dubai International Financial Centre. "ADGM" means the Abu Dhabi Global Market. "Applicable Law" means all DIFC, ADGM, and UAE federal laws applicable to a User's use of the Platform, including DFSA Rulebook modules, ADGM FSRA Rules, the DIFC Data Protection Law 2020, ADGM Data Protection Regulations 2021, UAE Federal AML Law (Federal Decree-Law No. 20 of 2018), and all related regulations 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 legal entity (for GPs); (c) qualify as a "Professional Client" under the DFSA Conduct of Business Module (COB) Rule 2.3 or as a "Professional Client" under ADGM FSRA Conduct of Business Rulebook (COBS) Rule 2.4, or meet the criteria for a "Market Counterparty" under the applicable regulator's rules; and (d) are not subject to any sanctions imposed by the UAE, 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 UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Countering the Financing of Terrorism; the DFSA Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module (AML Module); the ADGM AML and Sanctions Rules and Guidance; and all applicable Cabinet Decisions and Central Bank of UAE regulations. This includes: government-issued photo identification (Emirates ID, passport); proof of residential or registered address; beneficial ownership information for entities (identifying all individuals with 25% or more ownership or control); source of funds and wealth documentation; investor categorisation under DFSA COB or ADGM COBS; 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 UAE Financial Intelligence Unit (FIU) where required by law.

For General Partners / Fund Managers: Create and manage fund structures, including DIFC investment companies and ADGM investment funds; 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 DFSA or FSRA 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 DIFC Electronic Transactions Law or ADGM Electronic Transactions Regulations.

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 DFSA-regulated activities must: hold a valid DFSA licence or be an Authorised Firm under the DFSA Regulatory Law 2004; comply with the DFSA Collective Investment Rules (CIR) for fund management activities; ensure that all offers of units in collective investment funds comply with CIR Chapter 14 or are made pursuant to an applicable exemption (e.g., offers to Professional Clients only); maintain investor categorisation records under COB Rule 2.3; conduct suitability assessments under COB Rule 3.4; retain all transaction and client records for a minimum of six (6) years in accordance with DFSA General Module (GEN) Rule 5.3; comply with DFSA conflicts of interest requirements (COB Chapter 7); and maintain a complaints handling procedure under GEN Rule 9. Tabularum provides record-keeping infrastructure to assist compliance but does not itself hold a DFSA licence and does not act as an Authorised Firm.

Where the Platform is used by fund managers operating within ADGM, the following apply: the fund manager must hold an ADGM Financial Services Permission (FSP) from the FSRA or qualify for an applicable exemption; compliance with the ADGM Fund Rules (FUNDS) for fund establishment, management, and administration is the sole responsibility of the fund manager; all offers of interests in investment funds must comply with FUNDS Chapter 4 or be made to Professional Clients only; regulatory filings and notifications to the FSRA must be submitted by the fund manager directly; the Platform may be used to store and share offering documents, constitutional documents, and investor disclosures as required under FUNDS Rule 13; and the fund manager remains responsible for ongoing FSRA reporting obligations. Tabularum provides technology infrastructure only and does not provide fund administration or regulatory advisory services.

The processing of all personal data through the Platform is governed by the DIFC Data Protection Law, DIFC Law No. 5 of 2020 (for DIFC-based users) and/or the ADGM Data Protection Regulations 2021 (for ADGM-based users). Tabularum acts as a "Controller" under the applicable data protection regime. Users hold the following rights: the right to access personal data; the right to rectification; the right to erasure; the right to restrict processing; the right to data portability; the right to object to processing; and the right to lodge a complaint with the Commissioner of Data Protection (DIFC) or the ADGM Registration Authority. To exercise any right, contact gaio@tabularum.com. Cross-border transfers of personal data are conducted solely in compliance with the transfer mechanisms provided under the DIFC Data Protection Law (Part 7) or ADGM Data Protection Regulations (Part 8), including adequacy determinations and standard contractual clauses.

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 DFSA, FSRA, the UAE FIU, 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. All amounts are exclusive of Value Added Tax (VAT), which will be charged at the applicable UAE rate (currently 5%) 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: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; any liability that cannot be limited under mandatory DIFC or ADGM law; or any data protection liability arising under the DIFC Data Protection Law 2020 or 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 a DFSA Authorised Firm, ADGM FSP holder, fund manager, 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 DFSA GEN Rule 5.3 (6 years), UAE AML Law, and the applicable data protection regime. 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 DFSA, FSRA, 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 Dubai International Financial Centre (DIFC) for DIFC-based users, and the laws of the Abu Dhabi Global Market (ADGM) for ADGM-based users. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the DIFC-LCIA Arbitration Centre (for DIFC users) or the ADGM Arbitration Centre (for ADGM users) in accordance with the applicable arbitration rules for the time being in force. The seat of arbitration shall be DIFC or ADGM, as applicable. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The DIFC Courts or ADGM Courts (as applicable) shall have non-exclusive jurisdiction for interim or injunctive relief and for the enforcement of arbitral awards.