Roundtable
Funds
Terms of Service

Last updated: 15 April, 2024

1 - Definitions

Capitalized terms not otherwise defined in these Roundtable Funds Terms of Services shall have the same meaning as the Capitalized terms defined in the Platform Terms of Services.

In these Roundtable Funds Terms of Services, the following terms (whether in singular or plural form) shall have the following meaning:

AIFM: means the manager of the Fund. 

AIFM Contract: means the contract entered into between the Fund and the AIFM for the provision of AIFM services. 

Deal Sourcer: means the person (as the case may be, the legal person) who contracts with the Fund to support the Fund’s AIFM about, inter alia, the identification and due diligence of suitable opportunities for investment and divestment by the Fund, the merits and structuring of the acquisition and disposal of investments, the monitoring of the performance of the portfolio companies of the Fund. 

Deal Sourcer Contract: the contract entered into between the Deal Sourcer and the Fund. 

EuVECA Regulation: means Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds, as amended from time to time. 

Fund: means the collective investment undertaking (as the case may be not yet established) raising capital from a pool of investors to invest it following the defined investment policy and with the view to distribute the returns of such undertaking to its investors. 

Fund Agreements: together, the Deal Sourcer Contract, the AIFM Contract, the LPA, and the LOI. 

Fund Account: means, in respect of each anticipated Fund, the IT environment in the form of a confidential web page accessible through the Website, which is dedicated to an (anticipated) Fund, and accessible by the respective Fund Lead, Deal Sourcer, the (potential) Investors, and any person that is invited by the Fund Lead to access such Fund Account, via a dedicated URL with any major web browser, and in which the members of the Fund Partnership can store, access, share, and process information and documents relating to the relevant Fund, Customer Data, and any other data and information, in respect of which the Funds Services are provided.

Fund Partnership: means, in respect of any Fund, the partnership formed by the (potential) investors of the relevant Fund (each having access to the Fund Account) to test the interest for such Fund and which shall, as the case may be, result in the constitution or establishment of the Fund. 

Fund Sponsor: means the person who wishes to initiate a Fund and who will determine the investment terms of such Fund.

Fund Services: refer to the services as described herein. 

LOI: Refers to the letter of intent to be signed between the Company and the Fund Sponsor in relation to the provision of services before the Fund is established. 

‍LPA: the limited partnership agreement entered into in relation to a given Fund.

2 - Preliminary Information

  1. Roundtable EuVECA Manager Lux s.à.r.l. is registered with the Commission de Surveillance du Secteur Financier under number A3650 as manager of collective investment undertakings that wish to use the designation ‘EuVECA as per article 14 of the EuVECA Regulation. It is also registered as manager of alternative investment funds under article 3 (3) of the Luxembourg act of 12 July 2013 on alternative investment funds managers.
  2. Fund Services will be provided only after satisfactory KYC procedure has been completed by the Fund Sponsor in accordance to the process determined by the Company.

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3 - Scope and Fund Agreements

  1. These Roundtable Funds Terms of Services apply to the provision of Funds Services. These Funds Services consist in electronic communication facilities and tools, to enable the constitution of and the communication in Funds, and the exchange of information within such Funds, and more specifically for facilitating communication between the Company, the Fund Sponsor, the Deal Sourcer and the potential Investors in relation to a Fund. Any other services provided by the Company shall be set forth in the Fund Agreements. In case of discrepancy between the Fund Agreements and these Terms of Services, the former shall prevail. 
  2. The Website and the Fund Account are not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence, or otherwise) the publication or availability of the Website and/or Roundtable’s Services are prohibited. Persons to whom such prohibitions apply must not access the Website or use the Services.
  3. Subject to additional Services to be detailed in the Fund Agreements and subject to an executed LOI, the Company shall provide a Fund Account to the Fund Partnership, upon acceptance of the Fund Partnership (which shall remain the sole prerogative of the Company). 
  4. The Fund Sponsor and the Deal Sourcer shall use the Fund Account to communicate with the Company for the provision of services as set forth in the Fund Agreements. 
  5. The Fund Account shall only be accessible to certain potential investors who are domiciled in the jurisdictions where the Fund has been registered for pre-marketing or marketing purposes.

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4 - Rights and Obligations of the Fund Sponsor and Deal Sourcer

  1. The Fund Sponsor shall have the right to introduce potential investors to the Company. The Company shall invite such potential investors to join the Fund Partnership. The Fund Sponsor shall however only introduce potential investors who reside in a country where the Fund is (pre-)marketed. The Fund Sponsor shall in all instances refrain from introducing potential investors residing in jurisdictions where the fund is not (pre-)marketed.
  2. The Fund Sponsor shall have the right to request the Company to update some information about the intended Fund on the Fund Account, it being specified that the Fund Account shall only be edited by the Company. 
  3. In performing its duties for the Fund, the Deal Sourcer shall communicate with the Company through the Platform and shall transmit all data in the manner described by the Company.

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5 - Rights and Obligations of the potential Investors

  1. The (potential) Investor hereby commits to provide true, accurate and up to date information to the Company about its personal situation, including but not limited to, its first and last name, its country of residence, its personal financial situation, etc. The (potential) Investor hereby commits to proactively update its information should as they evolve. 
  2. Potential Investors will only have access to Fund Partnership if they meet the eligibility requirements laid out in the EuVECA Regulation. 
  3. (Potential) Investors will have access to detailed information related to the Fund, on the Fund Account. They commit not to disclose any confidential information in whole or in part to third parties and not to use it for any purpose other than to evaluate the opportunity to invest in the Fund, it being specified that certain information may be provided for testing their interest only and are not definitive documents. Any breach of confidentiality may result in the revocation of the (potential) Investor’s access to the Fund Account or to the Website. 
  4. Customers may be able to see the existence of Funds and may have the opportunity to request to see more information on such Fund (provided that they meet the eligibility criteria of such Fund. The Company reserves the right to share their Customer Data, to the largest extent permitted by law (with, as the case may be the express consent of the relevant Passive Customers), with the Fund Sponsor so that the Fund Sponsor may decide to invite them to register with the Fund Partnership. 
  5. Potential Investors may decide to register their interest for a Fund, and potentially indicate the amount that they might be interested to invest in such Fund. Notwithstanding anything to the contrary, such expression of interest is not binding on the potential Investors. The potential Investors shall in any case execute a formal subscription agreement before they’re bound to any Fund.

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6 - Proper Instructions

  1. By using the Platform, you (as a Deal Sourcer, a Fund Sponsor, or a potential Investor) acknowledge and agree that any instruction, direction, or command you issue through the Platform's interface, in writing, electronically, or through any other means made available by the Company, shall constitute a "Proper Instruction". A Proper Instruction is any directive that is entered using the appropriate features of the Platform and in accordance with any guidelines or procedures specified by the Company.
  2. You understand and agree that all Proper Instructions given through the platform are legally binding and enforceable against you (except when expressly specified that it shall not be binding, e.g. in the case where you are only expressing an interest for a Fund Partnership). You affirm that you are fully authorized and entitled to issue such Instructions and to engage in transactions or activities thereby initiated. You accept full responsibility for the authenticity, legality, and appropriateness of your Instructions.
  3. The Company reserves the right, at its sole discretion, to act upon any Proper Instruction without the need for further confirmation or verification. The Company is under no obligation to investigate the authenticity or authority of persons issuing the Instructions or to verify the accuracy and completeness of the Instructions.
  4. The Company reserves the right to refuse, cancel, or suspend any Instruction if it is deemed to violate any applicable law, regulation, or policy of the Company. The Company shall not be liable for any loss, damage, or inconvenience suffered by you or any third party as a result of such refusal, cancellation, or suspension.
  5. You are responsible for ensuring the accuracy, legality, and suitability of all Instructions issued by you through the Platform. You agree to indemnify and hold the Company, its affiliates, officers, and employees harmless from any claim, demand, loss, liability, or expense arising out of or in connection with your failure to comply with the terms of this clause.

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7 - Miscellaneous

  1. If you or any client entity have a complaint regarding the services provided by the Company, please submit your complaint in writing to funds@roundtable.eu. You will receive an acknowledgment of your complaints. Following that, your complaint will be addressed and resolved according to the Company's internal and regulatory guidelines, which are designed to ensure complaints are resolved fairly, appropriately, and promptly. However, if there are any overriding procedures or processes for complaints mandated by applicable law, such legal requirements will take precedence.
  2. The Company takes all necessary steps to prevent conflicts of interest that could harm its clients' interests. To this end, the Company has implemented a policy for the prevention and management of these conflicts.

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Roundtable EuVECA Manager Lux S.à.r.l. is registered with the Commission de Surveillance du Secteur Financier (CSSF) under number A3650 as manager of collective investment undertakings that wish to use the designation‘EuVECA’ as per article 14 of EU Regulation n° 345/2013 of the EU Parliament and of the Council of 17 April 2023 on European venture capital funds.
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Roundtable EuVECA Manager Lux S.à.r.l. is also registered as manager of alternative investment funds under article 3 (3) of the Act of 12 July 2013 on alternative investment funds managers.