Terms of Service

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Last updated: October 2026 | Grand Duchy of Luxembourg

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1. Introduction

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1.1 Agreement

These Terms of Service apply when you create an account on the Fundequate platform and check the corresponding checkbox. The platform is available at https://fundequate.com, any of its subdomains and any investor portal operated on it under a Client's brand (together, the "Platform"). By checking the box, you accept these Terms of Service and agree to be bound by them and by any other terms displayed on the Platform (together, the "Agreement").

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The Agreement is between Fundequate S.à r.l. ("we", "our" or "Fundequate") and:

(a) you, on your own behalf as an individual; and
(b) the entity on whose behalf you access and use the Platform, whether as an employee, officer, agent or in a similar representative capacity (together, "you").

The Agreement governs your access to and use of the Platform and the services and applications offered on it (the "Services").

Fundequate provides a fund operations platform. Through it, Clients (fund managers, general partners, alternative investment fund managers and their service providers) organise the operations of Funds structured under Luxembourg law. Investors in those Funds use it to access Client-operated investor portals for onboarding, document exchange, capital call and distribution notices, and reporting.

Where you use the Platform as, or on behalf of, a Client under a separate service agreement with Fundequate, that service agreement prevails over this Agreement in case of conflict.

Fundequate may change the Platform, the Services or this Agreement at any time, whether because of changes in applicable law, regulation or policy, or otherwise. Your continued use of the Platform after such changes constitutes acceptance of them. Changes that have a material adverse effect on the Services will be notified to you at least thirty (30) days in advance.

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1.2 Defined terms

Capitalised terms are defined in Section 12 (Definitions).

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2. General principles and regulatory framework

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2.1 Nature of the Platform

Fundequate provides technology and operational support to Clients.

Fundequate is not an alternative investment fund manager (AIFM) within the meaning of the AIFM Law. Nor is it a professional of the financial sector (PSF) within the meaning of the Law of 5 April 1993 on the financial sector, an investment firm, a credit institution, a payment institution or an electronic money institution.

Fundequate does not provide investment advice, portfolio management, the reception and transmission of orders or any other investment service within the meaning of MiFID II. It does not hold, receive or transfer client money or assets. It does not market, distribute or place interests in any Fund.

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2.2 Role of Clients and Managers

Each Fund accessible through the Platform is managed by its own Manager. Fundequate is not the Manager of any Fund. Each Client and Manager remains solely responsible for:

• the Fund's compliance with applicable law;
• the content of the Fund's offering and constitutional documents;
• the information provided to investors, including under Article 21 of the AIFM Law;
• marketing of the Fund in accordance with applicable rules; and
• the Fund's obligations under the Law of 12 November 2004 on the fight against money laundering and terrorist financing.

The Platform's tools for investor onboarding, KYC/AML document collection and screening support the Client's own procedures. They do not transfer the Client's regulatory responsibility to Fundequate.

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2.3 Investor eligibility

Access to a Fund is restricted to investors who meet the eligibility criteria set out in its documentation. Depending on the Fund, these may include:

• qualification as a Well-Informed Investor within the meaning of Article 2 of the RAIF Law or Article 2 of the SIF Law; or
• qualification as a Professional Investor within the meaning of Annex II to MiFID II.

The eligibility assessment is made by the relevant Client or Manager, which relies on the representations made by investors. Fundequate does not assess investor eligibility. The Client or Manager may deny or revoke an investor's access to its investor portal.

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3. User obligations

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3.1 To act responsibly

You undertake to act responsibly and in good faith in your use of the Platform and the Services.

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3.2 Requirements to use the Services

You represent and warrant that:

(a) you have the right, power, authority and capacity to enter into this Agreement on your own behalf or on behalf of the entity for which you act. If any aspect of your use of the Services violates applicable law, you will promptly cease using the Services;
(b) you will not use a false identity or an email address owned or controlled by another person;
(c) you are solely responsible for keeping your password, credentials and any multi-factor authentication device confidential and secure;
(d) you will keep your registration information accurate, correct and complete at all times, including your country of residence; and
(e) you will comply with any confidentiality or non-disclosure terms displayed on the Platform or in a Client's investor portal.

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3.3 Requirements for Investor Users

If you access an investor portal as an Investor User, you acknowledge that:

(a) any investment decision relating to a Fund is made solely on the basis of the Fund's offering documentation. This may include the private placement memorandum, subscription agreement, limited partnership agreement or articles of association, and the disclosures made under Article 21 of the AIFM Law;
(b) you will use your own independent judgment and obtain such legal, tax and financial advice as is appropriate to your interests; and
(c) documents and data you upload, including identification and KYC documents, are provided to the relevant Client. You confirm that they are accurate, complete and lawfully provided.

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3.4 General requirements

You undertake not to:

(a) violate this Agreement or any applicable law, rule or regulation;
(b) deceive or mislead Fundequate or any Client, including by disguising your identity or country of residence, or by using tools that anonymise your IP address to circumvent access restrictions;
(c) interfere with or disrupt the Platform, other users' access to it, or any host or network;
(d) upload or transmit any malicious code, virus, ransomware or other harmful software;
(e) reverse engineer, decompile, disassemble or attempt to derive the source code of any software underlying the Platform;
(f) access, scrape or search the Platform by automated means without Fundequate's prior written consent, except through APIs made available for that purpose;
(g) remove, obscure or alter any copyright, trademark or other proprietary notice;
(h) circumvent or interfere with any security feature or access restriction, or attempt to access data of another Client or user;
(i) make false or fraudulent representations to obtain access to the Platform;
(j) distribute Sensitive Information without the authorisation of the person entitled to it;
(k) sell, sublicense or otherwise make access to the Platform available to third parties without Fundequate's prior written approval;
(l) seek or expect investment advice from Fundequate; or
(m) treat any content received through the Platform as a recommendation by Fundequate.

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3.5 Confidentiality

Through the Platform you may have access to Sensitive Information. You must keep all Sensitive Information strictly confidential and use it only for the purpose for which it was made available to you. You may not distribute or republish it, or permit any third party to do so, without the authorisation of the person entitled to it.

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3.6 Updates and APIs

Fundequate may update the Platform at its discretion and without prior notice. Any APIs made available through the Services are subject to this Agreement and to any additional API terms published on the Platform. Support, service levels and enhancements for Clients are governed exclusively by the applicable service agreement.

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4. Privacy and protection of personal data

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4.1 Privacy Policy

Fundequate processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and the Luxembourg Law of 1 August 2018. Our Privacy Policy, available at [https://fundequate.com/privacy-policy], explains how we collect, use and process personal data and is incorporated into this Agreement by reference.

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4.2 Roles under the GDPR

Fundequate acts as controller for personal data it processes for its own purposes, such as account management, security and Platform administration.

Fundequate acts as processor on behalf of the relevant Client for personal data processed through a Client's investor portal or workspace, including investor onboarding and KYC data. That processing is governed by a data processing agreement under Article 28 of the GDPR. For that processing, the relevant Client or Manager is the controller and the primary point of contact for exercising data subject rights.

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4.3 Amendments

Fundequate may amend the Privacy Policy at any time. Amendments take effect on publication on the Platform or on communication to you through any written or electronic contact method.

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5. Ownership of Platform, Services and content

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5.1 Intellectual property

All rights, title and interests in the Platform, the Services and all Content (other than Your Content and Client Content) are and remain the exclusive property of Fundequate S.à r.l. and its licensors. They are protected by the Luxembourg Law of 18 April 2001 on copyright, related rights and databases, and by other applicable laws of the Grand Duchy of Luxembourg, the European Union and other jurisdictions. Nothing in this Agreement grants you any right to use the Fundequate name, logo, trademarks or domain names without Fundequate's prior written consent.

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5.2 Your Content

You retain ownership of all content you submit through the Platform ("Your Content"). You grant Fundequate a non-exclusive, royalty-free licence, for the duration of this Agreement and of any legally or contractually required retention period, to:

• host, store, process and transmit Your Content to the relevant Client and to persons designated by that Client, solely to provide the Services; and
• use Your Content in anonymised and aggregated form, from which no person, Client or Fund can be identified, to operate, secure and improve the Platform.

6. Reservation of rights

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6.1 Right to control content

Fundequate may remove any Content from the Platform where required by applicable law, at a Client's instruction or to protect the security of the Platform.

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6.2 Right to suspend or terminate access

Fundequate may refuse registration, or suspend or terminate your access to the Platform, if:

• you breach this Agreement or applicable law;
• the relevant Client instructs it to do so; or
• the Client's service agreement ends.

Where you hold an interest in a Fund, information the Manager must provide to you under applicable law remains the Manager's responsibility and will be provided by the Manager through a durable medium. Fundequate reserves all remedies available at law or in equity in case of breach.

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6.3 Disclosure of information

Fundequate may access, retain and disclose information as it reasonably believes necessary to:

(a) comply with any applicable law, regulation, legal process or request of a competent authority;
(b) enforce this Agreement;
(c) detect, prevent or address fraud, security incidents or technical issues;
(d) respond to support requests; or
(e) protect the rights, property or safety of Fundequate, its Clients, its users or the public.

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7. Scope of Fundequate's obligations

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7.1 No introductions

Fundequate has no obligation to introduce you to any Client, Manager or Fund.

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7.2 No recommendations

Fundequate does not recommend any Fund or investment. It does not represent that any investment is suitable for any investor and does not act as investment adviser to anyone.

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7.3 Client Content

Client Content, including Fund documentation, notices, valuations and reports, is provided by the relevant Client or Manager. That Client or Manager is solely responsible for its accuracy, completeness and regulatory compliance, including any sustainability classification under Regulation (EU) 2019/2088 (SFDR). Fundequate is not responsible for any error, inaccuracy or non-compliance in Client Content.

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8. Term and termination

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8.1 Duration

This Agreement remains in force for as long as you access or use the Platform.

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8.2 Termination

You may terminate this Agreement at any time by requesting closure of your account at [legal@fundequate.com].

If you are an Investor User, closing your account does not affect your rights or obligations as an investor in any Fund. Records relating to you may be retained where the relevant Client or Fundequate is required to do so by law, including under the Law of 12 November 2004.

Fundequate may terminate this Agreement at any time, in particular if you are suspected of violating this Agreement or applicable law.

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8.3 Effect of termination

On termination, you must delete all copies of Fundequate's intellectual property and of Sensitive Information obtained through the Platform, unless you are required by law to retain them.

The following Sections survive termination: 3.4, 3.5, 4, 5, 6, 7, 8.3, 9, 10 and 11.

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9. Disclaimers and limitations of liability

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9.1 Wilful misconduct and gross negligence

In case of wilful misconduct or gross negligence by Fundequate, Fundequate is liable in accordance with the statutory provisions of Luxembourg law.

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9.2 Ordinary negligence

In case of ordinary negligence, Fundequate is liable only for breach of material contractual obligations. These are obligations whose breach endangers the purpose of this Agreement and on whose fulfilment you may reasonably rely. In that case, Fundequate's liability is limited to typically foreseeable damages. This limitation does not apply to damages resulting from injury to life, body or health.

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9.3 Platform availability

Fundequate is not responsible for technical malfunctions of any telephone network, internet service, computer system, server, software or device that are outside its control. Fundequate does not warrant that the Platform will be available on an uninterrupted or error-free basis. Any availability commitments to Clients are set out exclusively in the applicable service agreement.

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9.4 No warranty

Except as expressly stated in this Agreement or in a Client's service agreement, the Platform, the Services and the Content are provided on an "as is" and "as available" basis. Fundequate makes no warranty as to the completeness, accuracy, timeliness or reliability of any Content.

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10. Indemnification

You will indemnify and hold harmless Fundequate and its affiliates, managers, employees and agents from all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from:

(a) your use of the Platform, except to the extent caused by Fundequate's own act or omission;
(b) your breach of this Agreement; or
(c) Your Content.

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11. Miscellaneous

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11.1 Jurisdiction of operations

Fundequate operates the Services from its registered office in Luxembourg. Information on the Platform is not intended for distribution to, or use by, any person in any jurisdiction where this would be contrary to applicable law. Nor is it intended for any use that would subject Fundequate or any Client to a registration or authorisation requirement in such a jurisdiction. Persons accessing the Platform from outside Luxembourg do so on their own initiative and are responsible for compliance with local laws.

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11.2 Sanctions

You represent and warrant that you are not located in, controlled by, or a national or resident of any country or territory subject to EU or UN sanctions or embargo measures. You also represent that you are not designated on any applicable sanctions list, including:

• the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and
• the UN Security Council Consolidated List.

No materials from the Platform may be exported or re-exported to any such country, territory or person.

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11.3 Governing law and jurisdiction

This Agreement, the Platform and the Services, and all claims arising out of or in connection with them, are governed by the laws of the Grand Duchy of Luxembourg, without regard to conflict of laws rules. The courts of Luxembourg City (Tribunal d'arrondissement de et à Luxembourg) have exclusive jurisdiction, unless mandatory consumer protection law provides otherwise.

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11.4 Notices and formalities

Notices to you may be given by posting on the Platform, by email to the address associated with your account or by post. Section headings are for convenience only. On Fundequate's request, you will provide documentation needed to verify your compliance with this Agreement. You waive any defence based on the electronic form of this Agreement or the absence of a physical signature.

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11.5 Waiver

Failure by Fundequate to enforce any provision of this Agreement does not constitute a waiver of its right to do so later.

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11.6 Assignment

You may not assign, transfer or sublicense this Agreement or any of your rights or obligations under it. Fundequate may assign or transfer its rights and obligations to an affiliate or to a successor of its business.

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11.7 Entire agreement

This Agreement, together with the Privacy Policy and the Legal Notice, constitutes the entire agreement between you and Fundequate with respect to its subject matter. Where you act as or on behalf of a Client, the applicable service agreement and data processing agreement also apply and prevail in case of conflict.

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11.8 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder remains in force. The provision concerned will be modified to the minimum extent necessary to make it valid, in a manner that best reflects its original intent.

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11.9 No third-party beneficiaries

Except for Clients with respect to Client Content and Funds operated by them, no third party has any right to enforce this Agreement.

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11.10 Risk disclosure

Investments in alternative investment funds are speculative and involve a high degree of risk, including the loss of the entire amount invested. Past performance is not a reliable indicator of future results. An investment in a Fund is not a deposit with a credit institution. Funds are typically illiquid, and investors should be prepared to hold their investment for the full term of the Fund, which may be ten (10) years or longer. The relevant offering documentation sets out a full description of risks, charges and expenses.

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11.11 Languages

Fundequate communicates with users primarily in English. Client Content may be available in other languages at the relevant Client's discretion.

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12. Definitions

"Agreement" has the meaning given in Section 1.1.

"AIFM Law" means the Luxembourg Law of 12 July 2013 on alternative investment fund managers, implementing Directive 2011/61/EU, as amended, including by Directive (EU) 2024/927.

"Client" means a fund manager, general partner, AIFM, Fund or service provider that has entered into a service agreement with Fundequate.

"Client Content" means any Content made available on the Platform by or on behalf of a Client or Manager.

"Content" means any information, text, data, documents, graphics or other materials made available on or through the Platform.

"CSSF" means the Commission de Surveillance du Secteur Financier.

"Fund" means an alternative investment fund or related vehicle whose operations are supported through the Platform by a Client.

"Investor User" means a natural person who accesses a Client's investor portal as an investor, prospective investor or their representative.

"Manager" means the AIFM, general partner or other entity responsible for the management of a Fund.

"MiFID II" means Directive 2014/65/EU on markets in financial instruments, as transposed by the Luxembourg Law of 30 May 2018 on markets in financial instruments.

"RAIF Law" means the Luxembourg Law of 23 July 2016 on reserved alternative investment funds.

"Sensitive Information" means all confidential or proprietary information obtained through the Platform that is identified as confidential, or that a reasonable person would understand to be confidential.

"Services" has the meaning given in Section 1.1.

"SIF Law" means the Luxembourg Law of 13 February 2007 on specialised investment funds.

"Well-Informed Investor" has the meaning given in the RAIF Law and the SIF Law respectively.

"Your Content" has the meaning given in Section 5.2.

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The Platform and the Services are operated by Fundequate S.à r.l., 2, rue Siggy vu Lëtzebuerg, L-1933 Luxembourg, RCS Luxembourg B250530. Questions about this Agreement can be sent to [legal@fundequate.com].

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