These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any Singapore-based person or entity ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by the laws of Singapore and incorporates obligations under the Monetary Authority of Singapore (MAS) regulatory framework, the Securities and Futures Act (Cap. 289) ("SFA"), the Payment Services Act 2019 ("PSA"), and the Personal Data Protection Act 2012 ("PDPA"). By registering, you agree to these Terms, our Singapore 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 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 Singapore laws applicable to a User's use of the Platform, including the SFA, PSA, PDPA, Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act ("CDSA"), and all MAS Notices, Regulations, and Guidelines.
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 an "accredited investor" or "institutional investor" under Section 4A of the SFA, or an "expert investor" as defined in the Securities and Futures (Classes of Investors) Regulations 2018; and (d) are not subject to any sanctions imposed by MAS, the United Nations Security Council, or the Singapore Police Force. 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 MAS Notice 626 (Prevention of Money Laundering and Countering the Financing of Terrorism), the CDSA, and the Terrorism (Suppression of Financing) Act ("TSOFA"). This includes: government-issued photo identification (NRIC, passport, or FIN); proof of residential or registered address; beneficial ownership information for entities; source of funds and wealth documentation; investor categorisation under SFA Section 4A; and a customer due diligence (CDD) assessment. Enhanced due diligence (EDD) is required for politically exposed persons (PEPs) and higher-risk customers in accordance with MAS Notice 626, Paragraph 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 Suspicious Transaction Reporting Office (STRO) where required by law.
For General Partners / Fund Managers: Create and manage fund structures, including Variable Capital Companies (VCCs) and limited partnerships; 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 MAS 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 Singapore's Electronic Transactions Act (Cap. 88).
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 SFA must: hold a valid Capital Markets Services (CMS) licence issued by MAS or qualify for an applicable exemption under the SFA or the Securities and Futures (Licensing and Conduct of Business) Regulations; comply with the fund management requirements under the SFA and the Guidelines on Licensing, Registration and Conduct of Business for Fund Management Companies (SFA 04-G05); ensure that all offers of securities or collective investment schemes comply with Part XIII of the SFA or are made pursuant to an applicable exemption (e.g., Section 274 or 275 for offers to institutional or accredited investors); retain all transaction records for a minimum of five (5) years in accordance with MAS requirements; and comply with business conduct requirements under MAS Notice SFA 04-N12 (Notice on the Sale of Investment Products). Tabularum provides record-keeping infrastructure to assist compliance but does not itself hold a CMS licence and does not act as a regulated fund manager.
Where the Platform is used by fund managers to establish or administer funds structured as Variable Capital Companies under the Variable Capital Companies Act 2018 (No. 44 of 2018) or as limited partnerships under the Limited Partnerships Act (Cap. 163B), the following apply: the fund manager remains solely responsible for regulatory registration with ACRA and MAS; compliance with the VCC Act's requirements for sub-fund segregation and corporate governance is the sole responsibility of the fund manager; all regulatory filings and notifications to MAS under the SFA and relevant subsidiary legislation must be submitted by the fund manager directly; and the Platform may be used to store and share constitutional documents, offering memoranda, and investor disclosures. 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 Personal Data Protection Act 2012 (No. 26 of 2012) ("PDPA") and all subsidiary regulations thereunder. Tabularum acts as an "organisation" under the PDPA and complies with all Data Protection Obligations, including the Consent Obligation (Part IV, Division 1), Purpose Limitation Obligation, Notification Obligation, Access and Correction Obligations (Part V), Accuracy Obligation, Protection Obligation (Part VI), Retention Limitation Obligation, Transfer Limitation Obligation (Part VIA), and the Data Breach Notification Obligation (Part VIA, Division 2). Singapore-based users hold the following rights: the right to access personal data held by Tabularum (Section 21); the right to request correction of personal data (Section 22); and the right to withdraw consent (Section 16). To exercise any right, contact gaio@tabularum.com. Cross-border transfers of personal data are conducted solely in compliance with the PDPA Transfer Limitation Obligation and the Personal Data Protection Regulations 2021.
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 MAS, STRO, 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 Goods and Services Tax (GST), which will be charged at the prevailing Singapore rate where applicable. 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 Singapore law, including the Consumer Protection (Fair Trading) Act (Cap. 52A); or any PDPA liability arising under the Personal Data Protection Act 2012.
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 CMS licence 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 MAS Notice 626 (5 years), the SFA, and the PDPA. 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 MAS, SFA, or PDPA 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 Republic of Singapore. 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 administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Judgment upon the award may be entered in any court having jurisdiction. The Singapore courts shall have non-exclusive jurisdiction for interim or injunctive relief.