These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any person or entity operating through or domiciled in the Cayman Islands ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by the laws of the Cayman Islands and incorporates obligations under the Cayman Islands Monetary Authority (CIMA), the Securities Investment Business Act (SIBA), the Mutual Funds Act (as revised), the Data Protection Act 2017 ("DPA"), and the Anti-Money Laundering Regulations (as revised). The Cayman Islands is a tax-neutral jurisdiction — there is no income tax, capital gains tax, or withholding tax. By registering, you agree to these Terms, our Cayman Islands 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 operator, 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 Cayman Islands laws applicable to a User's use of the Platform, including SIBA, the Mutual Funds Act, the DPA 2017, the Proceeds of Crime Act (as revised), the Anti-Money Laundering Regulations (as revised), and all CIMA Rules, Statements of Guidance, and regulatory measures.
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 sophisticated or professional investor under applicable Cayman Islands law, including meeting the minimum investment thresholds for regulated mutual funds (e.g., US$100,000 minimum initial investment for registered funds under Section 4(3) of the Mutual Funds Act) or participating in an exempted fund with 15 or fewer investors; and (d) are not subject to any sanctions imposed by the Cayman Islands, 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 Cayman Islands Anti-Money Laundering Regulations (as revised), the Proceeds of Crime Act (as revised), and CIMA's Statement of Guidance on the Prevention and Detection of Money Laundering and Terrorist Financing. This includes: government-issued photo identification (passport, national ID); proof of residential or registered address; beneficial ownership information for entities (identifying all individuals with 10% or more ownership or control, in accordance with the Beneficial Ownership Transparency Act 2023); 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 Cayman Islands Financial Reporting Authority (FRA) where required by law.
For General Partners / Fund Operators: Create and manage Cayman-domiciled fund structures, including exempted limited partnerships, segregated portfolio companies (SPCs), and exempted 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 CIMA 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 Cayman Islands Electronic Transactions Act (as revised).
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 CIMA-regulated fund activities must: ensure the fund is duly registered, licensed, or exempted under the Mutual Funds Act (as revised) or, for closed-ended funds, under the Private Funds Act, 2020; comply with all CIMA registration and annual filing requirements; maintain a registered office in the Cayman Islands; appoint auditors approved by CIMA; file audited financial statements with CIMA annually; comply with CIMA's Statement of Guidance for Regulated Mutual Funds and Private Funds; 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 CIMA licence and does not act as a fund operator or investment manager.
The Cayman Islands is a tax-neutral jurisdiction. There is no income tax, capital gains tax, corporation tax, withholding tax, or estate tax in the Cayman Islands. Exempted limited partnerships, exempted companies, and SPCs may obtain a tax concession undertaking from the Cayman Islands Government for a period of up to 50 years (for exempted companies) or 50 years (for exempted limited partnerships). The Platform may be used to store and share constitutional documents (partnership agreements, memoranda and articles of association), offering memoranda, subscription agreements, and side letters for Cayman-domiciled fund structures. The fund operator remains solely responsible for all CIMA filings, corporate governance, and ongoing regulatory compliance. Tabularum provides technology infrastructure only and does not provide fund administration, tax advisory, or legal services.
The processing of all personal data through the Platform is governed by the Cayman Islands Data Protection Act, 2017 ("DPA") and the Data Protection Regulations, 2018. Tabularum acts as a "data controller" under the DPA. The DPA is modelled on the EU GDPR and provides equivalent data protection standards. Users hold the following rights under the DPA: the right of access (Section 8); the right to rectification (Section 10); the right to erasure (Section 11); the right to restrict processing (Section 12); the right to data portability (Section 13); the right to object to processing (Section 14); and the right to lodge a complaint with the Ombudsman of the Cayman Islands (as the Data Protection Authority). To exercise any right, contact gaio@tabularum.com. Cross-border transfers of personal data are conducted solely in compliance with the DPA's transfer provisions (Section 17), including adequacy determinations and appropriate safeguards.
All information shared on the Platform is strictly confidential, consistent with the Cayman Islands Confidential Information Disclosure Act (as revised). 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 CIMA, the FRA, 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 VAT, GST, or sales tax in the Cayman Islands. 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; any liability that cannot be limited under mandatory Cayman Islands law; or any data protection liability arising under the DPA 2017.
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 CIMA-regulated fund operator, investment 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 the AML Regulations (5 years), CIMA requirements, and the DPA 2017. 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 CIMA or AML 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 Cayman 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 rules of the Cayman Islands branch of the London Court of International Arbitration (LCIA) for the time being in force. The seat of arbitration shall be George Town, Grand Cayman. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Grand Court of the Cayman Islands shall have non-exclusive jurisdiction for interim or injunctive relief and for the enforcement of arbitral awards.