Terms of service

Important Notice

These Terms govern access to and use of the Zuba Capital website, investor portal, applications, and related services.

About These Terms

These Terms of Service (the "Terms") govern access to and use of the website owned and operated by Zuba Capital Management Limited ("Zuba", "we", "us" or "our"), together with any investor portal, applications, digital platforms and related online services made available by us from time to time (together, the "Services").

Zuba Capital Management Limited is a company incorporated in the British Virgin Islands and is licensed and regulated by the British Virgin Islands Financial Services Commission (the "BVI FSC"). These Terms govern use of the Services. They do not themselves constitute an offer of any investment and do not govern the terms of any investment.

Certain investment-related services, investment opportunities or materials accessible through the Services may be provided by Zuba, another member of the Zuba group or a third party. Where applicable, the relevant entity will be identified in the applicable investment materials or governing documents.

Acceptance of These Terms

By creating an account, clicking to accept these Terms, or accessing or using any part of the Services that requires acceptance of these Terms, you agree to be bound by them.

If you use only publicly accessible portions of our website, your use of those portions is subject to the provisions of these Terms applicable to website visitors.

If you access or use the Services on behalf of a company, partnership, trust, fund or other entity, you represent that you have authority to act on behalf of and bind that entity for the relevant purpose.

If you do not agree to these Terms, you should not use the Services.

Nature of the Services

The publicly accessible areas of the website provide general corporate and informational content about Zuba and its activities.

Certain restricted areas of the Services may provide eligible users with access to investment-related information, account facilities, onboarding tools, investor communications, documents and other functionality.

Access to the Services, establishment of an account or access to investment-related information does not:

• constitute an offer or invitation to invest;
• constitute investment, legal, tax, accounting or other advice;
• constitute a personal recommendation;
• establish that any investment is suitable or appropriate for you;
• establish that you satisfy any investor classification or eligibility requirement;
• guarantee that you will be permitted to participate in any investment opportunity; or
• oblige Zuba, any member of the Zuba group or any investment vehicle to accept an investment or subscription from you.

Any offer or invitation relating to an investment will be made only in accordance with applicable law and through the applicable investment documentation.

Accounts

You may be required to create an account to access restricted areas of the Services.

You must provide information that is accurate, complete and not misleading in any material respect and promptly update that information when it changes.

You may not:

• create an account using another person's identity or information without lawful authority;
• permit another person to access the Services using your credentials;
• transfer or assign your account;
• create an account for an unlawful or fraudulent purpose; or
• circumvent or attempt to circumvent account, jurisdictional, eligibility or security controls.

We may refuse to establish an account in our discretion, subject to applicable law.

Account Security

You are responsible for maintaining the confidentiality and security of your account credentials and for taking reasonable measures to prevent unauthorised access to your account.

You must notify us promptly if you know or reasonably suspect that:

• your credentials have been compromised;
• an unauthorised person has accessed your account; or
• there has been any other security incident relating to your use of the Services.

We may require password changes, multi-factor authentication or other security measures and may temporarily restrict access where reasonably necessary to protect you, Zuba, other users or the Services

Investor Access and Eligibility

Investment opportunities are not available in all jurisdictions or to all persons.

Before granting access to investment-related information, Zuba may require information concerning your jurisdiction, residence, citizenship, investor status, financial circumstances, investment experience, knowledge, objectives and risk profile.

We may also conduct or require identity verification, investor classification, know-your-customer, anti-money laundering, sanctions, source-of-funds, source-of-wealth and other compliance procedures.

Creating an account, providing information or completing any assessment does not establish that you are eligible to receive information concerning, or participate in, an investment opportunity.

Eligibility is determined separately according to the requirements applicable to the relevant jurisdiction, investment opportunity, investor and Zuba entity.

We may request additional evidence or information and may restrict, withhold or withdraw access where we reasonably consider this necessary or appropriate to comply with applicable law, regulation, offering restrictions or our compliance procedures.

You must not misrepresent your jurisdiction, location, residence or investor status or use technological or other means to circumvent any restriction imposed through the Services.

Restricted Investment Information

Investment-related information made available through restricted areas of the Services ("Restricted Investment Information") is provided solely to the account holder to whom access has been granted and solely for that person's evaluation of the relevant investment opportunity or for another purpose expressly permitted by Zuba.

Unless expressly permitted by Zuba or the applicable investment documentation, you must not publish, distribute, transmit, forward, reproduce or otherwise make Restricted Investment Information available to another person.

You must not use Restricted Investment Information for any unlawful purpose or in any way that would cause Zuba, any member of the Zuba group, an investment vehicle, investment manager or other person to breach applicable law or regulation.

Restricted Investment Information may be preliminary, incomplete or subject to change

No Investment Advice or Recommendation

Unless expressly agreed in writing through an appropriately authorised Zuba entity, information made available through the Services is not intended to constitute investment advice or a personal recommendation.

Nothing made available through the Services should be treated as a representation that a particular investment, strategy or transaction is suitable or appropriate for you.

You are responsible for evaluating any investment opportunity and should obtain such independent investment, legal, tax, accounting and other professional advice as you consider appropriate.

Investment Risks

All investments involve risk. Alternative investments may involve substantial risks, including loss of some or all invested capital, illiquidity, lengthy investment periods, valuation uncertainty, leverage, concentration, market, credit, counterparty, operational, regulatory and manager risks.

Past performance does not predict future returns.

Targets, forecasts, projections and other forward-looking information are inherently uncertain, depend on assumptions that may not occur and are not guarantees of future performance.

The material risks relating to a particular investment will be described in or accompany the applicable investment documentation. You should consider those risks carefully before making an investment decision.

Investment Documents and Order of Precedence

These Terms govern your use of the Services. They do not amend, supplement or replace the documents governing any investment.

An investment may be governed by an offering memorandum, private placement memorandum, subscription agreement, limited partnership agreement, constitutional documents, investment management agreement, side letter or other definitive documentation (together, "Investment Documents").

If these Terms conflict with applicable Investment Documents in relation to an investment, the Investment Documents prevail to the extent of the conflict.

No information contained on the public website or in a summary, presentation, dashboard or other non-definitive material overrides the applicable Investment Documents.

Fees and Expenses

Zuba does not represent through these Terms that any particular investment will be subject to any particular fee arrangement.

Management fees, performance fees, carried interest, expenses, transaction costs and other charges relating to an investment, where applicable, will be described in the relevant Investment Documents.

Electronic Communications

You agree that communications concerning the Services may be provided electronically, including through the Services or to the email address associated with your account, subject to applicable law.

You are responsible for maintaining accurate and current contact information. Nothing in this section modifies any notice, delivery, consent or communication requirement contained in applicable Investment Documents.

Acceptable Use

You must use the Services lawfully and only for their intended purposes.

You must not:

• provide false, fraudulent or materially misleading information;
• impersonate another person;
• attempt to gain unauthorised access to any account, system or information;
• circumvent or interfere with any jurisdictional, eligibility, security or technological restriction;
• introduce malware, malicious code or other harmful material;
• interfere with or disrupt the integrity, security or operation of the Services;
• scrape, harvest or systematically extract information from the Services without our permission;
• reverse engineer, decompile or attempt to discover source code underlying the Services except to the extent such restriction is prohibited by applicable law;
• use the Services to violate any law, regulation, sanctions regime or third-party right;
• use Restricted Investment Information in breach of these Terms; or
• assist another person to do any of the foregoing.

Intellectual Property

Zuba and its licensors retain all rights, title and interest in and to the Services and their content, including associated intellectual property rights, trademarks, logos, branding, software, databases, documents and materials.

Subject to these Terms, Zuba grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for their intended purpose.

Except as permitted by these Terms, applicable Investment Documents or applicable law, you may not copy, reproduce, modify, distribute, publish, commercially exploit or create derivative works from the Services or their content without the relevant owner's prior permission.

Nothing in these Terms transfers any intellectual property right to you.

Third-Party Services and Links

The Services may contain links to third-party websites, services, platforms or information. Unless expressly stated otherwise, Zuba does not control or endorse third-party services and is not responsible for their content, availability, security or privacy practices.

Your use of a third-party service may be subject to separate terms and policies imposed by the relevant third party.

Privacy

Our collection and processing of personal information in connection with the Services is described in our Privacy Policy.

Where relevant, our use of cookies and similar technologies is addressed in our applicable cookie notice or consent mechanism.

These Terms do not replace or limit any rights that you may have under applicable data-protection law.

Availability and Changes to the Services

We seek to maintain the availability and security of the Services but do not guarantee that they will be continuously available, uninterrupted or error-free.

We may modify, update, suspend or discontinue all or part of the Services where reasonably necessary or appropriate for operational, security, legal, regulatory or business reasons.

We may carry out planned or emergency maintenance and may impose limits on functionality where reasonably necessary to protect the Services or their users.

Disclaimers

To the fullest extent permitted by applicable law, the Services are made available on an "as available" basis.

While Zuba seeks to provide information that is accurate and appropriate for its intended purpose, information available through the Services may become outdated or may contain errors or omissions.

Zuba does not warrant that:

• the Services will be uninterrupted or error-free;
• all defects will be corrected immediately;
• the Services will be free from viruses or other harmful components; or
• general information made available through the Services will be suitable for any particular person's requirements.

Nothing in these Terms excludes any responsibility or obligation that cannot lawfully be excluded.

Limitation of Liability

Nothing in these Terms excludes or limits liability where, or to the extent that, such liability cannot lawfully be excluded or limited.

Subject to the foregoing and to the fullest extent permitted by applicable law, Zuba will not be liable for any indirect, incidental, special or consequential loss arising solely from your use of, or inability to use, the Services, or from reliance on general information made available through the Services.

Zuba will not be responsible for loss resulting from unauthorised account access to the extent caused by your failure to comply with your obligations under these Terms.

Nothing in these Terms excludes, restricts or modifies any fiduciary duty, regulatory obligation or other duty or liability of Zuba or another person that applicable law or regulation prohibits from being excluded, restricted or modified.

The limitations in this section relate to the Services. Any liability arising specifically in connection with an investment is subject to the applicable Investment Documents and mandatory law.

Suspension and Termination

We may suspend, restrict or terminate access to all or part of the Services where reasonably necessary or appropriate for:

• legal or regulatory compliance;
• sanctions, anti-money laundering or other financial-crime controls;
• cybersecurity or protection of Zuba, users or third parties;
• suspected fraud, misuse or breach of these Terms;
• failure to provide information reasonably required for compliance purposes;
• loss of eligibility to access particular information;
• discontinuation or material modification of a Service; or
• another legitimate operational or business reason.

Where reasonably practicable and legally permitted, we may provide notice of a material suspension or termination.

You may cease using the Services at any time and may request closure of your account subject to any applicable legal, regulatory, record-retention or Investment Document requirements.

Suspension, termination or closure of an account does not itself redeem, cancel, transfer, terminate or otherwise modify an investment that you have already made. Any such investment continues to be governed by its applicable Investment Documents.

Provisions which by their nature are intended to survive termination will continue to apply, including provisions concerning intellectual property, restricted information, liability, governing law and Investment Documents.

Changes to These Terms

We may amend these Terms from time to time to reflect changes in the Services, law, regulation, security requirements or our business.

The current version will be made available through the Services and will identify its effective date.

Where a change materially affects the rights or obligations of registered users, we will provide appropriate notice where required by applicable law.

Your continued use of the relevant Services after revised Terms take effect constitutes acceptance of those revised Terms to the extent permitted by applicable law.

Transfer of Rights

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

Zuba may transfer or assign its rights or obligations under these Terms to another member of its group or in connection with a reorganisation, merger, acquisition, transfer of business or similar transaction, subject to applicable law and regulatory requirements.

No transfer under this section affects the terms governing an investment unless permitted by the applicable Investment Documents.

No Waiver

If Zuba does not exercise, or delays exercising, a right or remedy under these Terms, that does not constitute a waiver of that right or remedy.

A waiver in respect of one matter does not constitute a waiver in respect of another matter.

Severability

If any provision of these Terms is held to be unlawful, invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable where legally permissible.

If such modification is not possible, the relevant provision will be treated as deleted. The remaining provisions will continue in effect.

Entire Agreement

These Terms constitute the agreement between you and Zuba concerning your use of the Services, together with any expressly incorporated policies or additional terms applicable to a particular part of the Services.

They do not supersede or modify any Investment Documents or any separate written agreement between you and a relevant Zuba entity relating to investment management, advisory or other services.

No Third-Party Rights

Except where expressly provided otherwise, no person other than you and Zuba has any right to enforce these Terms.

This provision does not affect any right or remedy of another Zuba entity under separate Investment Documents or another agreement.

Governing Law and Jurisdiction

These Terms and any dispute, claim or non-contractual obligation arising out of or in connection with them are governed by the laws of the British Virgin Islands.

Subject to any mandatory rights or remedies available under applicable law, the courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or use of the Services.

Nothing in this section changes the governing law or dispute-resolution provisions contained in any applicable Investment Documents.

Regulatory Information

Zuba Capital Management Limited is incorporated in the British Virgin Islands and is licensed and regulated by the British Virgin Islands Financial Services Commission.

Regulatory licensing or supervision does not constitute approval or endorsement by the BVI FSC of any investment or investment opportunity.

Investment-related information may be subject to additional legal and regulatory restrictions depending on the jurisdiction in which it is made available and the status of the recipient.