1. Definitions:

“Authorised User”

shall have the meaning assigned to it in Clause 3 of these Terms of Use. 

 

“Claims”

shall have the meaning assigned to it in Clause 12 of these Terms of Use. 

 

“Confidential Information"

shall have the meaning assigned to it in Clause 7 of these Terms of Use.

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“Delegate”

shall have the meaning assigned to it in Clause 3 of these Terms of Use.

 

“Digital Services Act” 

shall mean Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services and amending Directive 2000/31/EC.
 

“Distributor" or "Intermediary"

shall mean any appointed distributor, intermediary, advisor, wealth manager, financial institution, or other third party authorised to use the Platform to manage, present, or offer investment opportunities to their own clients and investors.

 

“Platform Operator”

shall mean Titanbay Ltd, a company incorporated as a private company limited by shares, which has its registered office at 3rd Floor Elsley House, 20/30 Great Titchfield Street, London, United Kingdom, W1W 8BF registered with the Registrar of Companies for England and Wales with a Company number 12175760. 

 

“Platform”

shall mean the private markets investment and distribution platform, as well as any information, data, materials, or other content provided therein.

 

“Specific Agreements”

shall mean any document, terms, addendum, agreement, exhibit, or attachment of any kind related to or in connection with the services provided through the Platform or its content.

 

“Terms of Use”

shall mean these terms and conditions as well as any Specific Agreements.

 

“Titanbay Indemnitees”

shall have the meaning assigned to it in Clause 12 of these Terms of Use.

 

“Titanbay Ireland”

shall mean Titanbay Ireland Limited, a private company limited by shares incorporated in Ireland and authorised and regulated by the Central Bank of Ireland as an alternative investment fund manager.

 

“User”

shall mean any individual or entity registering, creating an account, providing any information, or using directly or indirectly the Platform or its content, including, but not limited to, when acting as Authorised User or Delegate.

Unless the context otherwise requires, all terms defined herein shall include both the singular and plural forms of such terms.

 

2. General Information 

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These Terms of Use describes the terms and conditions of use of the Platform as well as the legal relationship between the Users of the Platform on one hand (also referred to in these Terms of Use as “you” or “your”), and Titanbay Ireland on the other hand (also referred to in these Terms of Use as “we”, “us” or “our”). 

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By registering, creating an account, providing any information, or using the Platform, directly or through a third party, you agree to be bound by these Terms of Use. In the event that any provisions hereafter are found to be inconsistent or in conflict with any provisions contained in any Specific Agreement, the provisions of the Specific Agreements shall prevail and govern to the extent of such inconsistency or conflict. The use of the Platform might also be subject to certain additional terms of use required by the legal entity hosting or offering the Platform to its own users and customers. 

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The content of the Platform is provided by Titanbay Ireland. The Platform Operator only offers hosting services and technical support for the creation, operation, administration, and maintenance of the Platform and does not engage in any information, investment services, or other content provider activities. These Terms of Use do not imply or create any legal rights for a User toward the Platform Operator. All limitations of liability shall apply and benefit to the fullest extent the Platform Operator and its affiliates, directors, officers, agents, principals, members, partners, employees, or shareholders, which shall not be liable for any loss or damage of any kind. Any information uploaded, sent, or transferred in connection therewith via the Platform is delivered to Titanbay Ireland, not the Platform Operator. The Platform Operator may subcontract (whether under an existing or new contract between the Platform Operator and a third party) or sublicense all or any part of the Platform, including the development, operation, and maintenance of the Platform and the collection, retention, and processing of data.

 

We may update, modify or suspend any aspect of the Platform at any time, with or without prior notice. We may also revise these Terms of Use at any time by posting an updated version to the Platform. You will be required to confirm acceptance of the revised Terms of Use upon your next access or use of the Platform. Any changes shall be effective when posted. 

 

3. Authorisation​

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By accessing the Platform, you agree that these Terms of Use shall apply to you as well as your employees, consultants, contractors and agents, and any other person or entity:

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1. who are authorised by you to access and use the Platform; or

2. for whom access to the Platform has been directly or indirectly subscribed or granted hereunder, including, but not limited to, potential and existing investors, general partners or managers of private funds and transfer agent or administrator entities, Distributors, Intermediaries, or any other service providers engaged by these entities as well as any of their respective authorised users; as well as  

3. their respective directors, officers, agents, principals, members, partners, employees, and shareholders,

(each an “Authorised User”, and together, the “Authorised Users”). 

If you are a Distributor or Intermediary using the Platform to manage or offer investment opportunities to your clients and investors:

1. you represent and warrant that you are duly appointed and authorised to act as a distributor or intermediary;

2. you are responsible for compliance with all applicable regulatory requirements in your jurisdiction(s) relating to the distribution of investment opportunities and marketing materials;

3. you acknowledge that your clients and investors may be granted access to the Platform through your account, and you remain fully responsible for their use of the Platform and compliance with these Terms of Use;

4. you represent and warrant that you have obtained all necessary consents and authorisations from your clients and investors to provide them with access to information on the Platform;

5. you shall ensure that any investment opportunities are only presented to clients and investors who meet applicable eligibility and suitability requirements; and

6. the confidentiality obligations in Clause 7 apply to you and extend to your obligation to ensure your clients and investors maintain confidentiality of information accessed through the Platform.

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If you authorise any individuals to act on your behalf with respect to your account (each a "Delegate" and together the “Delegates”), you represent and warrant that you have the legal right to do so and that you have provided the Delegate with clear and specific instructions as to the scope of their authority. If you act as a Delegate, you agree to be bound by these Terms of Use and represent and warrant to Titanbay Ireland that you have received clear and specific instructions from the account owner as to the scope of your authority and that you will only act within that scope. 

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You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. 

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You must be, and represent that you are, competent to agree to these Terms of Use on behalf of your entity, Authorised Users and Delegates (if any). You represent and warrant that you accept the terms of these Terms of Use on such entity's behalf, and that such entity has agreed to comply with the terms of these Terms of Use. You are also responsible for your Authorised Users’ or Delegate’s compliance with these Terms of Use and you assume full responsibility for any and all actions taken by them, including all representations and warranties made in any response or document submitted, as well as any breaches of these Terms of Use.

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If you act as Authorised User or Delegate, you undertake to comply with these Terms of Use and you acknowledge and agree that Titanbay Ireland and the Platform Operator shall not be held liable for any losses, liabilities, claims, demands, damages, costs or expenses, including legal and accounting fees, or any investigative or legal fees, or punitive, special or consequential damages resulting from your actions on the Platform. You further agree to jointly indemnify and hold harmless the account owner, Titanbay Ireland and the Platform Operator from any losses, damages, or expenses arising from your actions on behalf of the account owner.

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You are responsible for ensuring that all Authorised Users and Delegates are bound by and comply with the confidentiality obligations set out in Clause 7 of these Terms of Use. You shall obtain written confidentiality undertakings from each Authorised User and Delegate prior to granting them access to the Platform.

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4. Customer Data

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If you provide customer data, including personal information, contact information, transaction history, account information, and any other data collected through the Platform or through a third party to Titanbay Ireland, you represent and warrant that you have the legal right and authority to provide such data and that Titanbay Ireland’s use and processing of such data will not infringe upon anyone's rights or privileges, including their right to privacy. You agree to indemnify and hold harmless Titanbay Ireland from any claims, harm, or damages that may arise from your provision of customer data, including personal information to Titanbay Ireland.

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You undertake to provide only accurate, reliable and relevant data and only to the extent such disclosure will not violate any applicable law, statute, or regulation or infringe upon a person's data privacy rights or privileges. In the event that you discover any inaccuracies or discrepancies in the data provided, you shall promptly inform us of such discrepancies and take reasonable steps to correct them. You hereby explicitly consent to Titanbay Ireland's and the Platform Operator’s sharing of such information with each other for the purposes of performing the services herein and for the Platform Operator's administration and operation.

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You recognise and concur that customer data may contain personal information and that Titanbay Ireland and the Platform Operator may obtain, use, disclose, transfer, or otherwise process such personal information in accordance with our Privacy Policy (available here), as may be amended from time to time.

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5. Digital Services Act 

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The Platform has introduced procedures as required in order to be compliant with the Digital Services Act. The Platform performs transparency reporting referencing any content moderation engaged in, cooperates with national authorities and any and all court or administrative orders and facilitates the notice and action mechanism available to recipients of information under the Digital Services Act. The Platform has appointed a legal representative and provided a single point of contact available at legal@titanbay.com.

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6. No Offering

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Any material on the Platform is provided for general information purposes only and does not constitute investment advice or personal recommendation to acquire any fund interests, shares or other securities or investment advice of any kind, nor does this Platform constitute an invitation to invest, directly or indirectly, in any company or collective investment scheme or to undertake to do so. Products and services described in the Platform are not offered or sold through the Platform, and may only be offered to potential investors after a formal screening and selection at a later stage pursuant to a specific documentation to be prepared and distributed and clearly indicated as such. Any such transaction may only occur between a prospective investor and the dedicated party separate and apart from the Platform. Information on this Platform may not be accurate or current and may be rendered inaccurate by changes in law or regulation. For the avoidance of doubt, certain information made available on the Platform may constitute “marketing” within the meaning of Regulation (EU) 2019/1156 on the cross-border distribution of collective investment undertakings (“CBDF Regulation”). In such cases, any marketing communication will be clearly identified as such and will comply with the applicable legal and regulatory requirements in the relevant jurisdiction(s).

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7. Confidentiality and Non-Disclosure

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All information, data, materials, documents, and content accessed, viewed, or obtained through the Platform, including but not limited to investment opportunities, fund documentation, marketing materials, distribution content, client information, investor lists, investor communications, financial information, investor information, transaction details, reports, analyses, and any other information marked as confidential or which would reasonably be considered confidential by its nature (collectively, "Confidential Information"), shall be treated as strictly confidential.

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You agree to:

1. keep all Confidential Information strictly confidential and not disclose it to any third party without our prior written consent;

2. use Confidential Information solely for the purpose of (a) evaluating investment opportunities; (b) managing your investments through the Platform; (c) where you are a Distributor or Intermediary, presenting and managing investment opportunities for your clients and investors in accordance with your regulatory obligations and these Terms of Use; or (d) receiving and reviewing distribution materials and communications, and for no other purpose;

3. protect Confidential Information using the same degree of care you use to protect your own confidential information, but in no event less than reasonable care;

4. limit access to Confidential Information to your Authorised Users and Delegates who have a legitimate need to know and who have been informed of and agreed to comply with these confidentiality obligations; 

5. not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivatives of, transfer or otherwise use in any other way, in whole or in part, any Confidential Information obtained from the Platform, except as expressly permitted herein or with our prior written consent; and

6. immediately notify us if you become aware of any unauthorised access, use, or disclosure of Confidential Information.

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The confidentiality obligations in this clause 7 shall not apply to information that:

1. is or becomes publicly available through no breach of these Terms of Use by you;

2. was rightfully in your possession prior to disclosure through the Platform, as evidenced by your written records;

3. is independently developed by you without reference to or use of the Confidential Information;

4. is rightfully obtained by you from a third party without breach of any confidentiality obligation; or

5. is required to be disclosed by law, regulation, court order, or governmental authority, provided that you give us prompt written notice of such requirement (to the extent legally permitted) and cooperate with us in seeking protective measures.

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Upon our request in connection with termination of your access to the Platform, you shall promptly:

1. cease all use of Confidential Information;

2. return to us or, at our option, securely destroy all copies of Confidential Information in your possession or control (including copies held by Authorised Users and Delegates); and

3. certify in writing to us that you have complied with the requirements of this clause.

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Your confidentiality obligations under this Clause 7 shall survive termination of your access to the Platform and shall continue for a period of 3 years from the date of termination, or for so long as the information remains confidential, whichever is longer.

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You acknowledge and agree that:

1. a breach of the confidentiality obligations in Clause 7 would cause irreparable harm to Titanbay Ireland and/or the Platform Operator for which monetary damages would be an inadequate remedy;

2. in the event of any actual or threatened breach of Clause 7, Titanbay Ireland and the Platform Operator shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity; and

3. the rights and remedies provided in these Terms of Use are cumulative and not exclusive of any rights or remedies provided by law.

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8. Personal Data

Information on how we collect and process your personal data can be found in our Privacy Policy (available here). If you provide a third party’s personal data to us, you must ensure that you do so in accordance with applicable law and provide them with a copy of our Privacy Policy. 

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9. Ownership

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All content included on this Platform, such as graphics, logos, articles and other materials, is the property of Titanbay Ireland and is protected by copyright and other laws. All trademarks and logos displayed on this Platform are the property of their respective owners, who may or may not be affiliated with Titanbay Ireland. Except as expressly provided herein, we do not grant to you any express or implied rights with respect to this Platform or the material or information contained on this Platform.

 

You agree not to use the Titanbay Ireland name, logo or material in any way that suggests or implies that you are affiliated with Titanbay Ireland, or that you have any endorsement or sponsorship from Titanbay Ireland, without obtaining the prior written consent of Titanbay Ireland.

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10. Limitation on Liability

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We make no commitment regarding the availability, performance, or functions of the Platform and give no warranty that your access to the Platform or use of the materials on the Platform will be lawful in any particular jurisdiction. You are responsible for compliance with local law and regulation. Neither we, the Platform Operator, Titanbay Ireland’s related companies or affiliates nor any of our respective directors, officers, employees, agents, or other representatives will be liable for any loss or damage of any kind which arises or may arise as a result of or in connection with your use of (or inability to use) or reliance on information on the Platform or of any unavailability or failure of the Platform itself, including as a result of our negligence. 

 

The Platform may not always be accessible. We do not guarantee that material on the Platform will be free from infection, viruses, worms, Trojan horses and/or other similar code. You are responsible for virus checking and taking any other protective steps. None of Titanbay Ireland nor the Platform Operator is liable for any delays, delivery errors, viruses, loss or compromise of customer data, or other damages resulting from such problems. The Platform and its content may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. You assume all risks related to the use of the Platform.

While the information on this Platform is believed to be accurate and reliable, neither Titanbay Ireland nor any of their officers, directors, shareholders, agents and employees makes any warranty, express or implied, of any kind related to the adequacy, accuracy or completeness of any information or opinions contained on this Platform and does not represent that the material is accurate, current, or complete and the material should not be relied upon as such. We will have no responsibility to maintain the material or to supply any corrections, updates or releases concerning the material. By accessing the Platform, you acknowledge that we provide the contents of the Platform on an "as is" basis with no warranties of any kind and that the opinions expressed on the Platform do not constitute investment advice. 

 

The material on the Platform is not to be shared with investors who are not eligible to invest as it has not been designed for their use. All investments shall in any case be subject to a separate classification assessment process ensuring that any investor qualifies to invest or use the services and any decision in this respect should be made solely on the information contained in a fund’s specific prospectus and separate documentation.

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Your use of the Platform and use or reliance upon any materials or information on it is solely at your own risk and you and your clients should consult your investment, tax or legal advisors before you make any investment decision. We cannot be held liable for any damage that may result from the use of this Platform or the information contained therein or that may be obtained via this Platform.  

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If you are accessing this Platform from a jurisdiction that does not permit the limitation or exclusion of liability as described herein, the provisions of these Terms of Use shall apply to the maximum extent permissible in such jurisdiction.

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11. Third-party content 

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Certain portions of the Platform may contain third party content and may provide links to webpages and content of third parties. The Platform may also be integrated into other websites, software, systems and/or platforms controlled by third parties. Titanbay Ireland does not control, endorse, investigate, or adopt any third-party content, and makes no representations or warranties of any kind in this respect, including with respect to its accuracy or completeness and does not, approve or have any control over the content, products or services provided by such website, software, systems and/or platforms. Their access and use are at your own risk and subject to the terms of use and privacy policies applicable thereto.

 

You may have the option to link your Platform’s account to other accounts. By linking your Platform’s account to a third-party account, you acknowledge and agree that you are giving people permission to continuously access information about you (in accordance with your privacy settings on those third party sites). You acknowledge and agree that Titanbay Ireland and/or the Platform Operator have no control over the actions of third-party websites, software, systems and/or platforms or their owners and will not be liable for any damages or losses arising from your use of any third-party account linked to your Platform’s account.

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12. Indemnification

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By accessing the Platform, you agree to indemnify Titanbay Ireland, the Platform Operator and its affiliates, and each of their respective partners, shareholders, members, managers, officers, directors, employees, investment advisers, and agents (collectively, the “Titanbay Indemnitees”) against, and hold the Titanbay Indemnitees’ harmless from, any and all claims, demands, debts, obligations, liabilities, damages (actual, consequential or special), costs and expenses of any kind whatsoever (collectively the “Claims”), including attorneys’ fees, arising from your use of this Platform. You hereby release the Titanbay Indemnitees from any and all Claims that you may have against the Titanbay Indemnitees arising out of or in any way related to such disputes.

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You hereby undertake to hold harmless, indemnify, and defend Titanbay Indemnitees against all Claims that arise from any of the following:

1. Your or your Authorised Users' or Delegate’s use of or inability to use the Platform;

2. Your or your Authorised Users' or Delegate’s unauthorised use of personal information obtained from or provided to the Platform or provision or use of any personal data;

3. Any act of negligence, wilful misconduct, fraud, or bad faith committed by you or your Authorised Users or Delegate;

4. Your violation of these Terms of Use or your infringement on any third party's rights;

5. Any Claim by your client or any other third-party regarding services offered on the Platform resulting from your or your Authorised Users' or Delegate’s actions, in particular, but not limited to when acting as advisor or consultant;

6.  Any unauthorised disclosure, use, or misuse of Confidential Information obtained from the Platform in breach of Clause 7, including any disclosure by your Authorised Users or Delegates;

7. Where you are a Distributor or Intermediary, any claims arising from: (a) your presentation or distribution of investment opportunities to clients or investors who do not meet eligibility or suitability requirements; (b) your failure to comply with applicable distribution or marketing regulations; (c) any breach of confidentiality by your clients or investors; or (d) any misrepresentation or unauthorised use of materials provided through the Platform.

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In the event that Titanbay Indemnitees are required to defend against any of the above, they reserve the right to assume exclusive defence and control of the matter at their own expense. In such cases, you agree to cooperate fully with the Titanbay Indemnitees.

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It is important to note that this clause applies to you, your Authorised Users and Delegates. You are responsible for ensuring that your Authorised Users and Delegates comply with these Terms of Use and for any actions they take that may result in the Titanbay Indemnitees’ incurring losses, costs, liabilities, or expenses.

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13. Local Restrictions

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This Platform is intended solely for use by professional investors and, where permitted, eligible non-professional investors as well as by appointed Distributors and Intermediaries who are authorised to present investment opportunities to their clients and investors, in jurisdictions where such access and use are lawful in accordance with applicable local laws and regulations, as further detailed in the relevant fund documentation available on the Platform.

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The availability and distribution of information or materials on this Platform may be subject to legal or regulatory restrictions in certain jurisdictions. It is your responsibility to ensure that your use of the Platform complies with all applicable laws and regulations of the country or territory from which you are accessing it.

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The content on this Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution would be contrary to local law or regulation. We make no representation or warranty that the materials on this Platform are appropriate or available for use in any particular location, and we disclaim all liability for any access or use that is not compliant with local legal requirements. 

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Users are strongly advised to verify, prior to accessing or using the Platform, that no legal restrictions apply to them in their jurisdiction.

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For Distributors and Intermediaries: You are solely responsible for ensuring that your use of the Platform and your distribution activities comply with all applicable laws and regulations in your jurisdiction(s) and the jurisdiction(s) of your clients and investors. This includes, but is not limited to, compliance with marketing restrictions, suitability requirements, licensing requirements, and cross-border distribution regulations.

 

14. Governing Law and Dispute Resolution

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Any dispute arising out of or in connection with the Platform or these Terms of Use shall be governed exclusively by the laws of Ireland. You irrevocably submit to the exclusive jurisdiction of the Irish courts in relation to any such dispute.

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If, for any reason, any provision of these Terms of Use is found to be invalid, illegal or unenforceable for any reason, such provision shall be enforced to the fullest extent permissible to give effect to the original intent of these Terms of Use, and the remaining provisions shall continue in full force and effect. 

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No failure or delay by Titanbay Ireland in exercising any right or enforcing any obligation under these Terms of Use shall constitute a waiver of that right or obligation, nor shall it prevent or restrict any further exercise of that or any other right or remedy. 

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Last Updated: February 2026