These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any Hong Kong SAR-based person or entity ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by the laws of the Hong Kong Special Administrative Region and incorporates requirements under the Securities and Futures Ordinance (Cap 571), the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap 615), and the Personal Data (Privacy) Ordinance (Cap 486). By registering, you agree to these Terms, our Hong Kong 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 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 laws of Hong Kong SAR applicable to a User's use of the Platform, including the SFO (Cap 571), AMLO (Cap 615), PDPO (Cap 486), the Companies Ordinance (Cap 622), and all subsidiary legislation and SFC codes thereunder.
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 "professional investor" as defined under Section 1, Part 1 of Schedule 1 to the SFO and the Securities and Futures (Professional Investor) Rules (Cap 571D), which includes institutional investors, high net worth individuals with a portfolio of not less than HK$8 million, and trust corporations; and (d) are not subject to sanctions under the United Nations Sanctions Ordinance (Cap 537), the United Nations (Anti-Terrorism Measures) Ordinance (Cap 575), or any other applicable 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 Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap 615) ("AMLO") and the Guideline on Anti-Money Laundering and Counter-Financing of Terrorism issued by the SFC. This includes: government-issued photo identification (HKID or passport); proof of residential or registered address; beneficial ownership information (for entities, pursuant to AMLO Sch. 2); source of funds and wealth documentation; professional investor categorisation under the SFO and Cap 571D; and enhanced due diligence for politically exposed persons (PEPs) under AMLO Sch. 2, s.6. 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 Transaction Reports (STRs) with the Joint Financial Intelligence Unit (JFIU) 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 regulatory reporting obligations to the SFC 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 Electronic Transactions Ordinance (Cap 553).
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 SFO must: comply with the SFC Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission; maintain client categorisation records under Cap 571D; conduct and document suitability assessments for all LPs in accordance with the SFC Suitability FAQs and paragraph 5.2 of the Code of Conduct; retain all transaction and order records for a minimum of seven (7) years under the Securities and Futures (Keeping of Records) Rules (Cap 571O); comply with the Fund Manager Code of Conduct (FMCC) where applicable; and maintain a conflicts of interest policy. Tabularum provides record-keeping infrastructure to assist compliance but does not act as a licensed intermediary for purposes of these obligations.
Where the Platform is used by fund managers licensed under the SFO (Type 9 regulated activity — asset management), the following obligations apply: the fund manager remains solely responsible for obtaining and maintaining the relevant SFC licence; compliance with the Fund Manager Code of Conduct (FMCC), including risk management, valuation, delegation, and custody requirements; filing of regulatory returns with the SFC; compliance with the SFC's Guidelines on Online Distribution and Advisory Platforms where applicable; and annual auditing obligations under the SFO. Tabularum provides technology infrastructure only and does not provide regulated financial services in Hong Kong.
The processing of all personal data through the Platform is governed by the Personal Data (Privacy) Ordinance (Cap 486) ("PDPO"). Tabularum acts as data user under the PDPO. Hong Kong users hold the following rights: access to personal data (PDPO s.18); correction of personal data (PDPO s.22); opt-out of direct marketing (PDPO s.26); withdrawal of prescribed consent (PDPO s.2A); and the right to lodge a complaint with the Office of the Privacy Commissioner for Personal Data (PCPD). To exercise any right, contact clara@tabularum.com. Full details are set out in our Hong Kong 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 SFC, HKMA, or JFIU) 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 any applicable taxes. 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 Hong Kong law, including the Control of Exemption Clauses Ordinance (Cap 71); or any liability arising under the PDPO.
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 licensed intermediary, 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 AMLO (6 years), SFC Code of Conduct (7 years), and the PDPO. 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 SFC, AMLO, or PDPO 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 Hong Kong Special Administrative Region. 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 Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the date of commencement of the arbitration. The seat of arbitration shall be Hong Kong. The language of arbitration shall be English. The number of arbitrators shall be one (1), unless the parties agree otherwise. The Courts of the Hong Kong SAR 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 Courts of Hong Kong SAR.