The agreement governing your use of the TABULARUM platform.
These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any EU/EEA-based person or entity ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by EU law and incorporates GDPR, MiFID II, AMLD6, and AIFMD obligations. By registering, you agree to these Terms, our EU Privacy Policy, and all applicable EU regulatory disclosures.
"Platform" means the Tabularum private capital markets software, including all web interfaces, APIs, portals, and related services. "GP" means a General Partner, AIFM, or fund manager using the Platform. "LP" means a Limited Partner or professional 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 EU and national laws applicable to a User's use of the Platform, including GDPR, MiFID II, AMLD6, AIFMD, EMIR, and relevant national implementing legislation.
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" or "eligible counterparty" under MiFID II (Directive 2014/65/EU, Annex II), or meet the criteria for a "well-informed investor" under the applicable national AIFMD implementation; and (d) are not subject to EU, UN, or national sanctions, including OFSI, SDN, or EU Consolidated Sanctions List designations. 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 EU Sixth Anti-Money Laundering Directive (AMLD6, Directive (EU) 2018/843) and applicable national transpositions. This includes: government-issued photo identification; proof of residential or registered address; beneficial ownership information (for entities, pursuant to AMLD5 Art. 30–31); source of funds and wealth documentation; investor categorisation under MiFID II Annex II; and a suitability or appropriateness assessment (Art. 25 MiFID II) where applicable. 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 relevant national Financial Intelligence Units (FIUs) where required by law.
For General Partners / AIFMs: 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 AIFMD Annex IV reporting obligations where applicable.
For Limited Partners: View portfolio and track asset performance in real time; access GP/AIFM documentation, KID/KIID documents, and regulatory notices; maintain a portable verified investor profile; and execute subscription documents electronically under eIDAS Regulation (EU) No 910/2014.
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 MiFID II-regulated activities must: comply with product governance requirements (Art. 16(3) MiFID II and MiFID II Delegated Directive 2017/593/EU); maintain and provide client categorisation records (Art. 4 & Annex II); conduct and document suitability assessments (Art. 25(2)) or appropriateness assessments (Art. 25(3)) for all LPs; retain all transaction and order records for a minimum of five (5) years under RTS 24 (Commission Delegated Regulation (EU) 2017/565); comply with best execution obligations (Art. 27) where applicable; and publish a conflicts of interest policy (Art. 23) and remuneration disclosure (Art. 24(4)). Tabularum provides record-keeping infrastructure to assist compliance but does not act as a regulated investment firm for purposes of these obligations.
Where the Platform is used by Alternative Investment Fund Managers (AIFMs) subject to Directive 2011/61/EU (AIFMD) or the AIFMD II amending Directive (EU) 2024/927, the following obligations apply: the AIFM remains solely responsible for regulatory registration with its national competent authority (NCA) and any required passporting notifications under AIFMD Arts. 31–32; Annex IV reporting to the relevant NCA must be submitted by the AIFM directly or through a delegated reporting agent; the Platform may be used to store and share investor disclosures required under AIFMD Art. 23, including pre-investment disclosure documents; and leverage and liquidity risk management obligations (AIFMD Arts. 25–30) remain the sole responsibility of the AIFM. Tabularum provides technology infrastructure only and does not provide AIFM regulatory services.
The processing of all personal data through the Platform is governed by the EU General Data Protection Regulation (GDPR), Regulation (EU) 2016/679, and applicable national implementing legislation. Tabularum acts as data controller under Art. 4(7) GDPR. The legal basis for processing is set out in the EU Privacy Policy. EU/EEA users hold the following rights under GDPR: access (Art. 15); rectification (Art. 16); erasure (Art. 17); restriction (Art. 18); data portability (Art. 20); objection (Art. 21); and the right to lodge a complaint with your national supervisory authority (Art. 77). To exercise any right, contact gaio@tabularum.com. Data transfers outside the EEA are conducted solely under Standard Contractual Clauses (SCCs) approved by the European Commission, or another valid adequacy mechanism under GDPR Chapter V.
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 supervisory 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 VAT, which will be charged at the applicable EU rate. 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 EU law, including EU consumer protection statutes and Directive 2019/771; or any GDPR liability arising under Regulation (EU) 2016/679 Art. 82.
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 AIFM, investment firm, 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 sanctions violations. Data is retained for legally mandated retention periods under AMLD6 (5 years), MiFID II RTS 24 (5 years), and GDPR. 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, consistent with EU consumer protection requirements. Regulatory changes (e.g. mandatory GDPR, MiFID II, or AMLD updates) may take effect immediately. Continued use after the effective date constitutes acceptance.
These Terms are governed by the laws of Delaware, USA, as modified by: (a) mandatory EU consumer protection law, which applies to all EU/EEA consumers regardless of any choice of law clause; (b) Rome I Regulation (EC 593/2008), which preserves mandatory local law protections for EU consumers; and (c) Brussels I Regulation (EU 1215/2012), which governs jurisdiction for EU/EEA users. EU/EEA Users may bring proceedings in the courts of their country of domicile. Disputes between commercial parties are referred first to mediation (30 days), then to binding arbitration under ICC rules, in English, in a mutually agreed EU seat. EU Users also retain the right to use the European Commission's Online Dispute Resolution platform.