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, 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 United Kingdom laws applicable to a User's use of the Platform, including the UK GDPR, Data Protection Act 2018, the FCA Handbook (including COBS, SYSC, and FUND), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) ("MLR 2017"), the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773, as amended by SI 2019/328) ("UK AIFMD"), UK EMIR, and relevant retained EU law.

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 the FCA Handbook COBS 3, or meet the criteria for a "professional investor" under the UK AIFMD; and (d) are not subject to UK, UN, or international sanctions, including OFSI (Office of Financial Sanctions Implementation) Consolidated List designations or HM Treasury financial sanctions. 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 Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and subsequent amendments). This includes: government-issued photo identification; proof of residential or registered address; beneficial ownership information (for entities, pursuant to MLR 2017 Regs. 5 and 28); source of funds and wealth documentation; investor categorisation under FCA COBS 3; and a suitability or appropriateness assessment (COBS 9 and COBS 10) 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 the National Crime Agency (NCA) where required by law under the Proceeds of Crime Act 2002 (POCA).

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 UK 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 the Electronic Communications Act 2000 and the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (UK eIDAS).

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 FCA-regulated activities must: comply with product governance requirements under the FCA Handbook PROD (Product Intervention and Product Governance Sourcebook); maintain and provide client categorisation records under COBS 3; conduct and document suitability assessments (COBS 9) or appropriateness assessments (COBS 10) for all LPs; retain all transaction and order records for a minimum of five (5) years under SYSC 9 (Senior Management Arrangements, Systems and Controls); comply with best execution obligations under COBS 11.2 where applicable; and publish a conflicts of interest policy (SYSC 10) and remuneration disclosure (SYSC 19). Tabularum provides record-keeping infrastructure to assist compliance but does not act as an FCA-authorised investment firm for purposes of these obligations.

Where the Platform is used by Alternative Investment Fund Managers (AIFMs) subject to the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773), as amended by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328) and related retained EU law, the following obligations apply: the AIFM remains solely responsible for regulatory registration with the FCA and any required notifications under the UK AIFMD; Annex IV reporting to the FCA 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 UK AIFMD Art. 23 equivalent provisions (FUND 3.2 of the FCA Handbook); and leverage and liquidity risk management obligations 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 UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018). Tabularum acts as data controller under Art. 4(7) UK GDPR. The legal basis for processing is set out in the UK Privacy Policy. UK users hold the following rights under UK 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 the Information Commissioner's Office (ICO) (Art. 77). To exercise any right, contact gaio@tabularum.com. Data transfers outside the United Kingdom are conducted solely under the UK International Data Transfer Agreement (IDTA), the UK Addendum to EU Standard Contractual Clauses, or another valid transfer mechanism under UK 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 UK 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 UK law, including the Consumer Rights Act 2015 and the Unfair Contract Terms Act 1977; or any UK GDPR liability arising under Art. 82 UK GDPR.

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, FCA-authorised 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 MLR 2017 (5 years), SYSC 9 (5 years), and UK 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 UK consumer protection requirements. Regulatory changes (e.g. mandatory UK GDPR, FCA, or MLR 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 England and Wales. The courts of England and Wales shall have exclusive jurisdiction, subject to: (a) mandatory UK consumer protection law, which applies to all UK consumers regardless of any choice of law clause; (b) the Private International Law (Implementation of Agreements) Act 2020 and retained EU private international law rules, which preserve mandatory local law protections for UK consumers; and (c) the Civil Procedure Rules, which govern jurisdiction for UK users. UK Users may bring proceedings in the courts of their domicile where permitted by law. Disputes between commercial parties are referred first to mediation (30 days), then to binding arbitration under LCIA (London Court of International Arbitration) rules, in English, seated in London. UK Users also retain the right to use alternative dispute resolution services approved by the Chartered Trading Standards Institute or other UK-recognised ADR providers.